(formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India...

61
(formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad 500081 CIN: L72200TG1998PLC029240, Tel: 040-40188140 Fax: 040-40188141 www.vedavaag.com To, Date: 22.09.2016 BSE Limited P. J. Towers, Dalal Street Mumbai - 400 001 Dear Sir/ Madam, Sub: 18 th Annual General Meeting (AGM) of Vedavaag Systems Limited Ref: Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)2015, With reference to the subject cited above , this is to inform the Exchange that the 18 th Annual General Meeting of Vedvaag Systems Limited was held on 21.09.2016 at 11.00 A.M. at FTAPPCI BHAVAN,REDHILLS,SURANA UDYOG AUDITORIUM , HYDERABAD. Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)2015,please find enclosed herewith the Annual Report 2015-2016. Request you to take the above on record. Thanking you. Yours faithfully, For Vedavaag Systems Limited. HimaBindu.Dulipala

Transcript of (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India...

Page 1: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

(formerly SARK Systems India Limited) 103 West Block Siri Sai Orchid Madhapur Hitech City Hyderabad ndash 500081 CIN L72200TG1998PLC029240 Tel 040-40188140 Fax 040-40188141 wwwvedavaagcom

To Date 22092016 BSE Limited P J Towers Dalal Street Mumbai - 400 001 Dear Sir Madam Sub 18th Annual General Meeting (AGM) of Vedavaag Systems Limited Ref Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)2015 With reference to the subject cited above this is to inform the Exchange that the 18th Annual General Meeting of Vedvaag Systems Limited was held on 21092016 at 1100 AM at FTAPPCI BHAVANREDHILLSSURANA UDYOG AUDITORIUM HYDERABAD Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)2015please find enclosed herewith the Annual Report 2015-2016 Request you to take the above on record Thanking you

Yours faithfully For Vedavaag Systems Limited HimaBinduDulipala

Vedavaag Systems Limited

18th Annual Report 2015-2016 1

VEDAVAAG SYSTEMS LIMITED(Formerly SARK Systems India Limited)

18th ANNUAL REPORT 2015-16

Board of Directors J S R Durga Prasad ChairmanJ Murali Krishna Managing DirectorV Umapathi DirectorDr GT Murthy DirectorB Locabhiram DirectorJ Sujata Director

AuditorsMahesh Virender and SriramChartered Accountants6-3-788-36 amp 37 ADurga Nagar ColonyHyderabad 500 016

BankersAxis Bank LtdState Bank of IndiaState Bank of Mysore

Vedavaag Systems Limited

18th Annual Report 2015-2016 2

ROUTE MAP for AGM VENUE

ContentsNotice of Annual General Meeting

Directorsrsquo Report and Management Discussionamp Analysis

Corporate Governance Report

Secretarial Audit Report

Auditorsrsquo Report

Balance Sheet

Profit and Loss Account

Cash Flow Statement

Notes Forming Part of Accounts

Proxy form ndash cum ndash Attendance Slip

Vedavaag Systems Limited

18th Annual Report 2015-2016 3

NOTICE

NOTICE is hereby given that 18th Annual General Meeting of the Members of VEDAVAAGSYSTEMS LIMITED will be held on 21ST SEPTEMBER 2016 at SURANA UDYOGAUDITORIUM FTAPCCI BHAVAN REDHILLS HYDERABAD at 1100 AM to transactthe following business-

ORDINARY BUSINESS1 To receive consider and adopt the audited Balance Sheet as at 31st March 2016

statement of Profit and loss and Cashflow statement for the financial year ended March31st 2016 and reports of Directors and Auditors thereon

2 To appoint DrGTMurthy (DIN No 02718132) who retires by rotation and beingeligible offers himself for re-appointment

3 To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

ldquoRESOLVED THAT pursuant to the provisions of Section 139 and all other applicableprovisions if any of the Companies Act 2013 and the rules made there under (includingany statutory modification(s) and re-enactment thereof for the time being in force) andthe appointment of Statutory Auditors Ms Mahesh Virender and Sriram CharteredAccountants (Firm Registration No001939S) of Hyderabad be and is hereby appointedas Statutory Auditors of the Company

By Order of the Board of Directors

For VEDAVAAG SYSTEMS LIMITED

J Murali KrishnaManaging Director

DIN 00016054

Place Hyderabad

Date 12082016

Vedavaag Systems Limited

18th Annual Report 2015-2016 4

NOTES

1 A Member entitled to attend and vote at this Annual General Meeting (AGM) may appointa proxy to attend and vote on a poll on his behalf A proxy need not be a Member of theCompany Proxies in order to be effective must be received at the Registered Officeof the Company not less than FORTY-EIGHT HOURS before the commencement ofthe AGM

2 The Share Transfer Register and Register of Members of the company remain closedform 18th September 2016 to 21st September 2016 (both days inclusive)

3 MembersProxies attending the meeting are requested to duly fill in and sign in theenclosed attendance slip with their copy of Annual report to the meeting

4 Shareholders are requested to intimate immediately any change in their address andbank account details registered with the company in case of physical form and in caseof demat form to their DP holders directly

5 A Separate Report of compliance with the provisions relating to Corporate Governanceas required by Clause49 of Listing agreement with the stock exchange is enclosed inthe annexure to the notice

6 In case of Joint Holders attending the meeting only such joint holder who is higher inthe order of the names will be entitled to vote

7 The Copy of Memorandum and Articles of Association of the company is available forinspection by members on any working hours of the company and also at the place ofmeeting till the conclusion of the meeting

8 Retirement of directors by rotation

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment asDirector The information details are provided under Corporate Governance Code asunder

Profile of Sri GTMurthy Sri G T Murthy holds a Doctorate in Physics and was associated with researchorganizations like TIFR ASA(USA) MIT(USA) and as Project Head of ECILSemiconductor Complex Limited He rendered a decade of service for Crompton GreavesLimited setting up their Electronics Business

9 Voting through electronic meansPursuant to Section 108 of the Companies Act 2013 read with the relevant Rules ofthe Act the Company is pleased to provide the facility to Members to exercise theirright to vote by electronic means The Members whose names appear in the Registerof Members list of Beneficial Owners as on 15th day of September 2016 ie3 days prior to the commencement of book closure date are entitled to vote on theResolutions set forth in this Notice The remote e-voting period will commence at 9AMon Sunday the 18th day of September 2016 and will end on Tuesday at 500 pmon 20th day of September The facility for voting through electronic voting system(lsquoInsta Pollrsquo) shall be made available at the meeting and the members attending the

Vedavaag Systems Limited

18th Annual Report 2015-2016 5

meeting who have not cast their vote by remote e-voting shall be able to vote at themeeting through lsquoInsta Pollrsquo The e-voting module shall be disabled by CDSL for votingthereafter The Company has appointed Mrs D Renuka Practising Company Secretaryto act as the Scrutinizer to scrutinize the Insta Poll and remote e-voting process in afair and transparent manner The Members desiring to vote through remote e-votingrefer to the detailed procedure given hereinafter

(i) The shareholders should log on to the e-voting website wwwevotingindiacom

(ii) Click on Shareholders

(iii) Now Enter your User ID

a For CDSL 16 digits beneficiary ID

b For NSDL 8 Character DP ID followed by 8 Digits Client ID Members holdingshares in Physical Form should enter Folio Number registered with theCompany

(iv) Next enter the Image Verification as displayed and Click on Login

(v) If you are holding shares in demat form and had logged on to wwwevotingindiacomand voted on an earlier voting of any company then your existing password is to beused

(vi) If you are a first time user follow the steps given below

For Members holding shares in Demat Form and Physical FormEnter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)middot

Members who have not updated their PAN with the CompanyDepositoryParticipant are requested to use the first two letters of their name andthe 8 digits of the sequence number in the PAN fieldmiddot

In case the sequence number is less than 8 digits enter the applicablenumber of 0rsquos before the number after the first two characters of thename in CAPITAL letters eg If your name is Ramesh Kumar withsequence number 1 then enter RA00000001 in the PAN field

Enter the Date of Birth as recorded in your demat account or in the companyrecords for the said demat account or folio in ddmmyyyy format

Enter the Dividend Bank Details as recorded in your demat account or in thecompany records for the said demat account or foliomiddot

Please enter the DOB or Dividend Bank Details in order to login If thedetails are not recorded with the depository or company please enterthe member id folio number in the Dividend Bank details field asmentioned in instruction (iv)

(vii) After entering these details appropriately click on ldquoSUBMITrdquo tab

Vedavaag Systems Limited

18th Annual Report 2015-2016 6

(viii) Members holding shares in physical form will then directly reach the Companyselection screen However members holding shares in demat form will now reachlsquoPassword Creationrsquo menu wherein they are required to mandatorily enter theirlogin password in the new password field Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other companyon which they are eligible to vote provided that company opts for e-voting throughCDSL platform It is strongly recommended not to share your password with anyother person and take utmost care to keep your password confidential

(ix) For Members holding shares in physical form the details can be used only for e-voting on the resolutions contained in this Notice

(x) Click on the EVSN for the relevant ltCompany Namegt on which you choose tovote

(xi) On the voting page you will see ldquoRESOLUTION DESCRIPTIONrdquo and againstthe same the option ldquoYESNOrdquo for voting Select the option YES or NO as desiredThe option YES implies that you assent to the Resolution and option NO impliesthat you dissent to the Resolution

(xii) Click on the ldquoRESOLUTIONS FILE LINKrdquo if you wish to view the entire Resolutiondetails

(xiii) After selecting the resolution you have decided to vote on click on ldquoSUBMITrdquo Aconfirmation box will be displayed If you wish to confirm your vote click onldquoOKrdquo else to change your vote click on ldquoCANCELrdquo and accordingly modify yourvote

(xiv) Once you ldquoCONFIRMrdquo your vote on the resolution you will not be allowed tomodify your vote

(xv) You can also take out print of the voting done by you by clicking on ldquoClick here toprintrdquo option on the Voting page

(xvi) If Demat account holder has forgotten the same password then Enter the User IDand the image verification code and click on Forgot Password amp enter the detailsas prompted by the system

(xvii) Note for Non ndash Individual Shareholders and Custodians

Non-Individual shareholders (ie other than Individuals HUF NRI etc) andCustodian are required to log on to wwwevotingindiacom and registerthemselves as Corporate

A scanned copy of the Registration Form bearing the stamp and sign of theentity should be emailed to helpdeskevotingcdslindiacom

After receiving the login details a compliance user should be created usingthe admin login and password The Compliance user would be able to linkthe account(s) for which they wish to vote on

The list of accounts should be mailed to helpdeskevotingcdslindiacomand on approval of the accounts they would be able to cast their vote

Vedavaag Systems Limited

18th Annual Report 2015-2016 7

A scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian if any should be uploaded inPDF format in the system for the scrutinizer to verify the same

(xviii) In case you have any queries or issues regarding e-voting you may refer theFrequently Asked Questions (ldquoFAQsrdquo) and e-voting manual available atwwwevotingindiacom under help section or write an email tohelpdeskevotingcdslindiacom

(xix) The results shall be declared on or after the AGM The results along with theScrutinizerrsquos Report shall also be placed on the website of the Company Incompliance with provisions of Section 108 of the Companies Act 2013 and Rule20 of the Companies (Management and Administration) Rules 2014 the Companyis pleased to provide members facility to exercise their right to vote at the 18thAnnual General Meeting (AGM) by electronic means and the business may betransacted through e-Voting Services provided by Ms Venture Capital andCorporate Investments Private Limited

11 The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date (record date) of 15th day ofSeptember 2016

12 The Register of Directorsrsquo and Key Managerial Personnel and their shareholdingmaintained under Section 170 of the Companies Act 2013 the Register of Contracts orarrangements in which the directors are interested under Section 189 of the CompaniesAct 2013 will be available for inspection at the AGM

13 Relevant documents referred to in the accompanying Notice as well as Annual Reportsand Annual Accounts of the Company are open for inspection at the Registered Officeof the Company during the office hours on all working days between 1000 AM to500 PM up to the date of Annual General Meeting

14 The Ministry of Corporate Affairs (vide circular nos 172011 and 182011 dated April 21and April 29 2011 respectively) has undertaken a lsquoGreen Initiative in CorporateGovernancersquo and allowed companies to share documents with its shareholders throughan electronic mode Members are requested to support this green initiative by registeringuploading their email addresses in respect of shares held in dematerialized form withtheir respective Depository Participant and in respect of shares held in physical formwith the Companyrsquos Registrar and Share Transfer Agents

By the order of the Board

J MURALI KRISHNAManaging Director

Place HyderabadDate 12082016

Vedavaag Systems Limited

18th Annual Report 2015-2016 8

DIRECTORrsquoS REPORTDear Members

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

March 2016

FINANCIAL RESULTS (Rs In lakhs)

Particulars 2015-16 2014-15Total Income 835838 670713Profit before Depreciation and Tax 136089 125134 Depreciation 72971 84708 Extraordinary Items - -Profit before Tax 63118 40426Provision for Tax 9339 11429Profit after Tax 53779 28997Balance brought forward from previous year 117876 115491Amount available for the appropriations 171655 117876Surplus carried forward 171655 117876

BUSINESS OUT LOOK AND MANAGEMENT DISCUSSIONYour Directors are pleased to share with you that your company has completed Eighteenyears and achieved a turnover of Rs8358 Crs during the year

MANAGEMENT DISCUSSION amp ANALYSISFinancial InclusionVedavaag has become the national Business Correspondent for State Bank of India apartfrom being BC for State Bank of Patiala This new addition is expected to facilitate multifoldgrowth in coverage area and volume of financial transaction services rendered by usWe are facilitating servicing for over 20 lakh house holds spread across 1500 panchayats inthe rural India We are keen to enhance our service portfolio into other areas such as BFSIhealth care and retailing to leverage our rural reachE-GovernanceVedavaag has been in the top 20 enrolment agencies in the country and facilitated Aadharenrolment services for over 15Cr population The company has been operating more than500 permanent enrolment centers to facilitate service in the neighbour hood of the rural citizenThe company is now participating in the Aadhar seeding program of the government to facilitatedirect benefit to the citizen as per the government policyAcquisition of Synaptic Software a rural primary agricultural cooperatives IT solution providerVedavaag is expanding its operations portfolio by acquiring a Primary Agricultural CooperativeSoftware and Implementation services company ldquoSynaptic systems private limitedrdquo Synaptichas a proven ERP for PACS and has completed two audit cycles of implementation for over100 PACs in AP The company similarly received mandate from five PACs in Telangana to dothe pilotAcross India over 1 lakh PACs are functional and with average IT infra cost per PAC atRs 5 lacs approximately this is considered to be a Rs 5000 Cr niche market place to operate

Vedavaag Systems Limited

18th Annual Report 2015-2016 9

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

SHARE CAPITALThe paid up Share capital of the company now stands at Rs141300000 represented by14130000 equity shares of Rs 10- each after exercise of option for conversion of FIVElakhs equity warrants by the promoter issued to him earlier on preferential basis

EXTRACT OF ANNUAL RETURNPursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companiesact 2013 read with rule 12 of the companies (Management and administration) rules 2014 theextract of annual return as at 31st March 2016 forms part of this report as annexure

RESERVES AND SURPLUSDuring the year under review the reserves and surplus stood at Rs 245322 Lakhs as comparedto Rs191543 Lakhs in the previous year

DIVIDEND ON EQUITYYour Directors do not recommend any appropriation towards dividend on equity share capitalfor the year ended 31st March 2016

FIXED DEPOSITSThe Company has not invitedaccepted any fixed deposits

DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanationobtained by them your Directors make the following in terms of section 134(5) of companiesact 2013

i) That in accordance with the preparation of the accounts for the financial yearended 31st March 2016 the applicable accounting standards have been followedalong with proper explanation relating to material departures

ii) That the directors have selected such accounting policies and applies themconsistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at the endof 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 ofadequate accounting records in accordance with the provisions of the companiesAct 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities and

iv) That the directors have prepared the annual accounts on a lsquoGoing Concernrsquo basisv) The company maintains adequate internal controls in order to operate effectively

v) PARTICULRS OF LOANS GUARANTEES AND INVESTMENTSDuring the year under review the company did not give any loans nor providedguarantees nor made investments covered under the provisions of section 186 ofthe companies Act 2013

Vedavaag Systems Limited

18th Annual Report 2015-2016 10

RISK MANAGEMENT POLICYThe Board formulated and implemented Risk Management Policy for the Company whichidentifies various elements of risks which in its opinion may threaten the existence of theCompany and measures to contain and mitigate risks The Company has adequate internalcontrol systems and procedures to combat the risk The Risk Management procedures arereviewed by the Board on quarterly basis at the time of review of performance of the Company

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARDA formal evaluation mechanism has been adopted for evaluating the performance of theBoard as well as performance of Committees and individual Directors Performance of allDirectors and the Company has been carried out by way of structured evaluation processCriteria for evaluation includes attendance and contribution at the meetings preparedness forthe meetings effective decision making ability etc

INTERNAL CONTROL SYSTEMSAdequate internal control systems commensurate with the nature of the Companyrsquos businesssize and complexity of its operations are in place and have been operating satisfactorilyInternal control systems comprising policies and procedures are designed to ensure reliabilityof financial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedures applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT ampREMUNERATION) RULES 2014The ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year under review has been marked as Annexure ll

Information under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

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

CORPORATE SOCIAL RESPONSIBILTY POLICYDuring the ficancial year the CSR Provisions of the Company Act 2013 have become applicableand the board has formed CSR Committee for defining the policy and future course of action

RELATED PARTY TRANSACTIONSRelated Party TransactionsAll related party transactions that were entered into during the financial year were on armrsquoslength basis and were in the ordinary course of the business There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnelor other designated persons which may have potential conflict with interest of the company atlarge and thus disclosure in Form AOC-2 is not required

Vedavaag Systems Limited

18th Annual Report 2015-2016 11

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONOF THE COMPANYThere are no material changes and commitments

STATUTORY AUDITORSThe Auditors MS Mahesh Virender and Sriram Chartered Accountants Hyderabad retire atthe conclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment The company has received letter from the auditors to the effect that theirappointment holds good as auditors if they are reappointed as statutory auditors

REPLIES TO AUDITORrsquoS REPORTSince the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments there was certain delay in depositing statutory dues However the efforts are inplace to overcome such instances

SECRETARIAL AUDIT REPORTPursuant to Section 204 of the companies Act 2013 and rules there under the board of directorsof the company appointed Mr N Lakshmi Narayana ACS No A34340 practicing Companysecretary to conduct secretarial audit of records and documents of the company

The Sectretarial audit report confirms that the company has generally complied with allapplicable provisons of the Acts Rules Regulations Guidelines etc applicable to the Companysubject to the following observations

1) Section 137 of the Companies Act 2013 has not been complied withReply The company has taken steps to file the Annual Returns of both the whollyowned subsidiaries

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

CASH FLOW STATEMENTCash flow statement for the year ended 31stMarch 2016 is attached with the annual auditedaccounts of the company

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

CHANGE IN THE NATURE OF BUSINESSThere is no change in the nature of business of the company during the year under review

In accordance with section 149(7) of the companiesrsquo act 2013 each Independent Directorconfirmed the company that he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 2: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 1

VEDAVAAG SYSTEMS LIMITED(Formerly SARK Systems India Limited)

18th ANNUAL REPORT 2015-16

Board of Directors J S R Durga Prasad ChairmanJ Murali Krishna Managing DirectorV Umapathi DirectorDr GT Murthy DirectorB Locabhiram DirectorJ Sujata Director

AuditorsMahesh Virender and SriramChartered Accountants6-3-788-36 amp 37 ADurga Nagar ColonyHyderabad 500 016

BankersAxis Bank LtdState Bank of IndiaState Bank of Mysore

Vedavaag Systems Limited

18th Annual Report 2015-2016 2

ROUTE MAP for AGM VENUE

ContentsNotice of Annual General Meeting

Directorsrsquo Report and Management Discussionamp Analysis

Corporate Governance Report

Secretarial Audit Report

Auditorsrsquo Report

Balance Sheet

Profit and Loss Account

Cash Flow Statement

Notes Forming Part of Accounts

Proxy form ndash cum ndash Attendance Slip

Vedavaag Systems Limited

18th Annual Report 2015-2016 3

NOTICE

NOTICE is hereby given that 18th Annual General Meeting of the Members of VEDAVAAGSYSTEMS LIMITED will be held on 21ST SEPTEMBER 2016 at SURANA UDYOGAUDITORIUM FTAPCCI BHAVAN REDHILLS HYDERABAD at 1100 AM to transactthe following business-

ORDINARY BUSINESS1 To receive consider and adopt the audited Balance Sheet as at 31st March 2016

statement of Profit and loss and Cashflow statement for the financial year ended March31st 2016 and reports of Directors and Auditors thereon

2 To appoint DrGTMurthy (DIN No 02718132) who retires by rotation and beingeligible offers himself for re-appointment

3 To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

ldquoRESOLVED THAT pursuant to the provisions of Section 139 and all other applicableprovisions if any of the Companies Act 2013 and the rules made there under (includingany statutory modification(s) and re-enactment thereof for the time being in force) andthe appointment of Statutory Auditors Ms Mahesh Virender and Sriram CharteredAccountants (Firm Registration No001939S) of Hyderabad be and is hereby appointedas Statutory Auditors of the Company

By Order of the Board of Directors

For VEDAVAAG SYSTEMS LIMITED

J Murali KrishnaManaging Director

DIN 00016054

Place Hyderabad

Date 12082016

Vedavaag Systems Limited

18th Annual Report 2015-2016 4

NOTES

1 A Member entitled to attend and vote at this Annual General Meeting (AGM) may appointa proxy to attend and vote on a poll on his behalf A proxy need not be a Member of theCompany Proxies in order to be effective must be received at the Registered Officeof the Company not less than FORTY-EIGHT HOURS before the commencement ofthe AGM

2 The Share Transfer Register and Register of Members of the company remain closedform 18th September 2016 to 21st September 2016 (both days inclusive)

3 MembersProxies attending the meeting are requested to duly fill in and sign in theenclosed attendance slip with their copy of Annual report to the meeting

4 Shareholders are requested to intimate immediately any change in their address andbank account details registered with the company in case of physical form and in caseof demat form to their DP holders directly

5 A Separate Report of compliance with the provisions relating to Corporate Governanceas required by Clause49 of Listing agreement with the stock exchange is enclosed inthe annexure to the notice

6 In case of Joint Holders attending the meeting only such joint holder who is higher inthe order of the names will be entitled to vote

7 The Copy of Memorandum and Articles of Association of the company is available forinspection by members on any working hours of the company and also at the place ofmeeting till the conclusion of the meeting

8 Retirement of directors by rotation

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment asDirector The information details are provided under Corporate Governance Code asunder

Profile of Sri GTMurthy Sri G T Murthy holds a Doctorate in Physics and was associated with researchorganizations like TIFR ASA(USA) MIT(USA) and as Project Head of ECILSemiconductor Complex Limited He rendered a decade of service for Crompton GreavesLimited setting up their Electronics Business

9 Voting through electronic meansPursuant to Section 108 of the Companies Act 2013 read with the relevant Rules ofthe Act the Company is pleased to provide the facility to Members to exercise theirright to vote by electronic means The Members whose names appear in the Registerof Members list of Beneficial Owners as on 15th day of September 2016 ie3 days prior to the commencement of book closure date are entitled to vote on theResolutions set forth in this Notice The remote e-voting period will commence at 9AMon Sunday the 18th day of September 2016 and will end on Tuesday at 500 pmon 20th day of September The facility for voting through electronic voting system(lsquoInsta Pollrsquo) shall be made available at the meeting and the members attending the

Vedavaag Systems Limited

18th Annual Report 2015-2016 5

meeting who have not cast their vote by remote e-voting shall be able to vote at themeeting through lsquoInsta Pollrsquo The e-voting module shall be disabled by CDSL for votingthereafter The Company has appointed Mrs D Renuka Practising Company Secretaryto act as the Scrutinizer to scrutinize the Insta Poll and remote e-voting process in afair and transparent manner The Members desiring to vote through remote e-votingrefer to the detailed procedure given hereinafter

(i) The shareholders should log on to the e-voting website wwwevotingindiacom

(ii) Click on Shareholders

(iii) Now Enter your User ID

a For CDSL 16 digits beneficiary ID

b For NSDL 8 Character DP ID followed by 8 Digits Client ID Members holdingshares in Physical Form should enter Folio Number registered with theCompany

(iv) Next enter the Image Verification as displayed and Click on Login

(v) If you are holding shares in demat form and had logged on to wwwevotingindiacomand voted on an earlier voting of any company then your existing password is to beused

(vi) If you are a first time user follow the steps given below

For Members holding shares in Demat Form and Physical FormEnter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)middot

Members who have not updated their PAN with the CompanyDepositoryParticipant are requested to use the first two letters of their name andthe 8 digits of the sequence number in the PAN fieldmiddot

In case the sequence number is less than 8 digits enter the applicablenumber of 0rsquos before the number after the first two characters of thename in CAPITAL letters eg If your name is Ramesh Kumar withsequence number 1 then enter RA00000001 in the PAN field

Enter the Date of Birth as recorded in your demat account or in the companyrecords for the said demat account or folio in ddmmyyyy format

Enter the Dividend Bank Details as recorded in your demat account or in thecompany records for the said demat account or foliomiddot

Please enter the DOB or Dividend Bank Details in order to login If thedetails are not recorded with the depository or company please enterthe member id folio number in the Dividend Bank details field asmentioned in instruction (iv)

(vii) After entering these details appropriately click on ldquoSUBMITrdquo tab

Vedavaag Systems Limited

18th Annual Report 2015-2016 6

(viii) Members holding shares in physical form will then directly reach the Companyselection screen However members holding shares in demat form will now reachlsquoPassword Creationrsquo menu wherein they are required to mandatorily enter theirlogin password in the new password field Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other companyon which they are eligible to vote provided that company opts for e-voting throughCDSL platform It is strongly recommended not to share your password with anyother person and take utmost care to keep your password confidential

(ix) For Members holding shares in physical form the details can be used only for e-voting on the resolutions contained in this Notice

(x) Click on the EVSN for the relevant ltCompany Namegt on which you choose tovote

(xi) On the voting page you will see ldquoRESOLUTION DESCRIPTIONrdquo and againstthe same the option ldquoYESNOrdquo for voting Select the option YES or NO as desiredThe option YES implies that you assent to the Resolution and option NO impliesthat you dissent to the Resolution

(xii) Click on the ldquoRESOLUTIONS FILE LINKrdquo if you wish to view the entire Resolutiondetails

(xiii) After selecting the resolution you have decided to vote on click on ldquoSUBMITrdquo Aconfirmation box will be displayed If you wish to confirm your vote click onldquoOKrdquo else to change your vote click on ldquoCANCELrdquo and accordingly modify yourvote

(xiv) Once you ldquoCONFIRMrdquo your vote on the resolution you will not be allowed tomodify your vote

(xv) You can also take out print of the voting done by you by clicking on ldquoClick here toprintrdquo option on the Voting page

(xvi) If Demat account holder has forgotten the same password then Enter the User IDand the image verification code and click on Forgot Password amp enter the detailsas prompted by the system

(xvii) Note for Non ndash Individual Shareholders and Custodians

Non-Individual shareholders (ie other than Individuals HUF NRI etc) andCustodian are required to log on to wwwevotingindiacom and registerthemselves as Corporate

A scanned copy of the Registration Form bearing the stamp and sign of theentity should be emailed to helpdeskevotingcdslindiacom

After receiving the login details a compliance user should be created usingthe admin login and password The Compliance user would be able to linkthe account(s) for which they wish to vote on

The list of accounts should be mailed to helpdeskevotingcdslindiacomand on approval of the accounts they would be able to cast their vote

Vedavaag Systems Limited

18th Annual Report 2015-2016 7

A scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian if any should be uploaded inPDF format in the system for the scrutinizer to verify the same

(xviii) In case you have any queries or issues regarding e-voting you may refer theFrequently Asked Questions (ldquoFAQsrdquo) and e-voting manual available atwwwevotingindiacom under help section or write an email tohelpdeskevotingcdslindiacom

(xix) The results shall be declared on or after the AGM The results along with theScrutinizerrsquos Report shall also be placed on the website of the Company Incompliance with provisions of Section 108 of the Companies Act 2013 and Rule20 of the Companies (Management and Administration) Rules 2014 the Companyis pleased to provide members facility to exercise their right to vote at the 18thAnnual General Meeting (AGM) by electronic means and the business may betransacted through e-Voting Services provided by Ms Venture Capital andCorporate Investments Private Limited

11 The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date (record date) of 15th day ofSeptember 2016

12 The Register of Directorsrsquo and Key Managerial Personnel and their shareholdingmaintained under Section 170 of the Companies Act 2013 the Register of Contracts orarrangements in which the directors are interested under Section 189 of the CompaniesAct 2013 will be available for inspection at the AGM

13 Relevant documents referred to in the accompanying Notice as well as Annual Reportsand Annual Accounts of the Company are open for inspection at the Registered Officeof the Company during the office hours on all working days between 1000 AM to500 PM up to the date of Annual General Meeting

14 The Ministry of Corporate Affairs (vide circular nos 172011 and 182011 dated April 21and April 29 2011 respectively) has undertaken a lsquoGreen Initiative in CorporateGovernancersquo and allowed companies to share documents with its shareholders throughan electronic mode Members are requested to support this green initiative by registeringuploading their email addresses in respect of shares held in dematerialized form withtheir respective Depository Participant and in respect of shares held in physical formwith the Companyrsquos Registrar and Share Transfer Agents

By the order of the Board

J MURALI KRISHNAManaging Director

Place HyderabadDate 12082016

Vedavaag Systems Limited

18th Annual Report 2015-2016 8

DIRECTORrsquoS REPORTDear Members

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

March 2016

FINANCIAL RESULTS (Rs In lakhs)

Particulars 2015-16 2014-15Total Income 835838 670713Profit before Depreciation and Tax 136089 125134 Depreciation 72971 84708 Extraordinary Items - -Profit before Tax 63118 40426Provision for Tax 9339 11429Profit after Tax 53779 28997Balance brought forward from previous year 117876 115491Amount available for the appropriations 171655 117876Surplus carried forward 171655 117876

BUSINESS OUT LOOK AND MANAGEMENT DISCUSSIONYour Directors are pleased to share with you that your company has completed Eighteenyears and achieved a turnover of Rs8358 Crs during the year

MANAGEMENT DISCUSSION amp ANALYSISFinancial InclusionVedavaag has become the national Business Correspondent for State Bank of India apartfrom being BC for State Bank of Patiala This new addition is expected to facilitate multifoldgrowth in coverage area and volume of financial transaction services rendered by usWe are facilitating servicing for over 20 lakh house holds spread across 1500 panchayats inthe rural India We are keen to enhance our service portfolio into other areas such as BFSIhealth care and retailing to leverage our rural reachE-GovernanceVedavaag has been in the top 20 enrolment agencies in the country and facilitated Aadharenrolment services for over 15Cr population The company has been operating more than500 permanent enrolment centers to facilitate service in the neighbour hood of the rural citizenThe company is now participating in the Aadhar seeding program of the government to facilitatedirect benefit to the citizen as per the government policyAcquisition of Synaptic Software a rural primary agricultural cooperatives IT solution providerVedavaag is expanding its operations portfolio by acquiring a Primary Agricultural CooperativeSoftware and Implementation services company ldquoSynaptic systems private limitedrdquo Synaptichas a proven ERP for PACS and has completed two audit cycles of implementation for over100 PACs in AP The company similarly received mandate from five PACs in Telangana to dothe pilotAcross India over 1 lakh PACs are functional and with average IT infra cost per PAC atRs 5 lacs approximately this is considered to be a Rs 5000 Cr niche market place to operate

Vedavaag Systems Limited

18th Annual Report 2015-2016 9

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

SHARE CAPITALThe paid up Share capital of the company now stands at Rs141300000 represented by14130000 equity shares of Rs 10- each after exercise of option for conversion of FIVElakhs equity warrants by the promoter issued to him earlier on preferential basis

EXTRACT OF ANNUAL RETURNPursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companiesact 2013 read with rule 12 of the companies (Management and administration) rules 2014 theextract of annual return as at 31st March 2016 forms part of this report as annexure

RESERVES AND SURPLUSDuring the year under review the reserves and surplus stood at Rs 245322 Lakhs as comparedto Rs191543 Lakhs in the previous year

DIVIDEND ON EQUITYYour Directors do not recommend any appropriation towards dividend on equity share capitalfor the year ended 31st March 2016

FIXED DEPOSITSThe Company has not invitedaccepted any fixed deposits

DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanationobtained by them your Directors make the following in terms of section 134(5) of companiesact 2013

i) That in accordance with the preparation of the accounts for the financial yearended 31st March 2016 the applicable accounting standards have been followedalong with proper explanation relating to material departures

ii) That the directors have selected such accounting policies and applies themconsistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at the endof 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 ofadequate accounting records in accordance with the provisions of the companiesAct 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities and

iv) That the directors have prepared the annual accounts on a lsquoGoing Concernrsquo basisv) The company maintains adequate internal controls in order to operate effectively

v) PARTICULRS OF LOANS GUARANTEES AND INVESTMENTSDuring the year under review the company did not give any loans nor providedguarantees nor made investments covered under the provisions of section 186 ofthe companies Act 2013

Vedavaag Systems Limited

18th Annual Report 2015-2016 10

RISK MANAGEMENT POLICYThe Board formulated and implemented Risk Management Policy for the Company whichidentifies various elements of risks which in its opinion may threaten the existence of theCompany and measures to contain and mitigate risks The Company has adequate internalcontrol systems and procedures to combat the risk The Risk Management procedures arereviewed by the Board on quarterly basis at the time of review of performance of the Company

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARDA formal evaluation mechanism has been adopted for evaluating the performance of theBoard as well as performance of Committees and individual Directors Performance of allDirectors and the Company has been carried out by way of structured evaluation processCriteria for evaluation includes attendance and contribution at the meetings preparedness forthe meetings effective decision making ability etc

INTERNAL CONTROL SYSTEMSAdequate internal control systems commensurate with the nature of the Companyrsquos businesssize and complexity of its operations are in place and have been operating satisfactorilyInternal control systems comprising policies and procedures are designed to ensure reliabilityof financial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedures applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT ampREMUNERATION) RULES 2014The ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year under review has been marked as Annexure ll

Information under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

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

CORPORATE SOCIAL RESPONSIBILTY POLICYDuring the ficancial year the CSR Provisions of the Company Act 2013 have become applicableand the board has formed CSR Committee for defining the policy and future course of action

RELATED PARTY TRANSACTIONSRelated Party TransactionsAll related party transactions that were entered into during the financial year were on armrsquoslength basis and were in the ordinary course of the business There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnelor other designated persons which may have potential conflict with interest of the company atlarge and thus disclosure in Form AOC-2 is not required

Vedavaag Systems Limited

18th Annual Report 2015-2016 11

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONOF THE COMPANYThere are no material changes and commitments

STATUTORY AUDITORSThe Auditors MS Mahesh Virender and Sriram Chartered Accountants Hyderabad retire atthe conclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment The company has received letter from the auditors to the effect that theirappointment holds good as auditors if they are reappointed as statutory auditors

REPLIES TO AUDITORrsquoS REPORTSince the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments there was certain delay in depositing statutory dues However the efforts are inplace to overcome such instances

SECRETARIAL AUDIT REPORTPursuant to Section 204 of the companies Act 2013 and rules there under the board of directorsof the company appointed Mr N Lakshmi Narayana ACS No A34340 practicing Companysecretary to conduct secretarial audit of records and documents of the company

The Sectretarial audit report confirms that the company has generally complied with allapplicable provisons of the Acts Rules Regulations Guidelines etc applicable to the Companysubject to the following observations

1) Section 137 of the Companies Act 2013 has not been complied withReply The company has taken steps to file the Annual Returns of both the whollyowned subsidiaries

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

CASH FLOW STATEMENTCash flow statement for the year ended 31stMarch 2016 is attached with the annual auditedaccounts of the company

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

CHANGE IN THE NATURE OF BUSINESSThere is no change in the nature of business of the company during the year under review

In accordance with section 149(7) of the companiesrsquo act 2013 each Independent Directorconfirmed the company that he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 3: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 2

ROUTE MAP for AGM VENUE

ContentsNotice of Annual General Meeting

Directorsrsquo Report and Management Discussionamp Analysis

Corporate Governance Report

Secretarial Audit Report

Auditorsrsquo Report

Balance Sheet

Profit and Loss Account

Cash Flow Statement

Notes Forming Part of Accounts

Proxy form ndash cum ndash Attendance Slip

Vedavaag Systems Limited

18th Annual Report 2015-2016 3

NOTICE

NOTICE is hereby given that 18th Annual General Meeting of the Members of VEDAVAAGSYSTEMS LIMITED will be held on 21ST SEPTEMBER 2016 at SURANA UDYOGAUDITORIUM FTAPCCI BHAVAN REDHILLS HYDERABAD at 1100 AM to transactthe following business-

ORDINARY BUSINESS1 To receive consider and adopt the audited Balance Sheet as at 31st March 2016

statement of Profit and loss and Cashflow statement for the financial year ended March31st 2016 and reports of Directors and Auditors thereon

2 To appoint DrGTMurthy (DIN No 02718132) who retires by rotation and beingeligible offers himself for re-appointment

3 To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

ldquoRESOLVED THAT pursuant to the provisions of Section 139 and all other applicableprovisions if any of the Companies Act 2013 and the rules made there under (includingany statutory modification(s) and re-enactment thereof for the time being in force) andthe appointment of Statutory Auditors Ms Mahesh Virender and Sriram CharteredAccountants (Firm Registration No001939S) of Hyderabad be and is hereby appointedas Statutory Auditors of the Company

By Order of the Board of Directors

For VEDAVAAG SYSTEMS LIMITED

J Murali KrishnaManaging Director

DIN 00016054

Place Hyderabad

Date 12082016

Vedavaag Systems Limited

18th Annual Report 2015-2016 4

NOTES

1 A Member entitled to attend and vote at this Annual General Meeting (AGM) may appointa proxy to attend and vote on a poll on his behalf A proxy need not be a Member of theCompany Proxies in order to be effective must be received at the Registered Officeof the Company not less than FORTY-EIGHT HOURS before the commencement ofthe AGM

2 The Share Transfer Register and Register of Members of the company remain closedform 18th September 2016 to 21st September 2016 (both days inclusive)

3 MembersProxies attending the meeting are requested to duly fill in and sign in theenclosed attendance slip with their copy of Annual report to the meeting

4 Shareholders are requested to intimate immediately any change in their address andbank account details registered with the company in case of physical form and in caseof demat form to their DP holders directly

5 A Separate Report of compliance with the provisions relating to Corporate Governanceas required by Clause49 of Listing agreement with the stock exchange is enclosed inthe annexure to the notice

6 In case of Joint Holders attending the meeting only such joint holder who is higher inthe order of the names will be entitled to vote

7 The Copy of Memorandum and Articles of Association of the company is available forinspection by members on any working hours of the company and also at the place ofmeeting till the conclusion of the meeting

8 Retirement of directors by rotation

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment asDirector The information details are provided under Corporate Governance Code asunder

Profile of Sri GTMurthy Sri G T Murthy holds a Doctorate in Physics and was associated with researchorganizations like TIFR ASA(USA) MIT(USA) and as Project Head of ECILSemiconductor Complex Limited He rendered a decade of service for Crompton GreavesLimited setting up their Electronics Business

9 Voting through electronic meansPursuant to Section 108 of the Companies Act 2013 read with the relevant Rules ofthe Act the Company is pleased to provide the facility to Members to exercise theirright to vote by electronic means The Members whose names appear in the Registerof Members list of Beneficial Owners as on 15th day of September 2016 ie3 days prior to the commencement of book closure date are entitled to vote on theResolutions set forth in this Notice The remote e-voting period will commence at 9AMon Sunday the 18th day of September 2016 and will end on Tuesday at 500 pmon 20th day of September The facility for voting through electronic voting system(lsquoInsta Pollrsquo) shall be made available at the meeting and the members attending the

Vedavaag Systems Limited

18th Annual Report 2015-2016 5

meeting who have not cast their vote by remote e-voting shall be able to vote at themeeting through lsquoInsta Pollrsquo The e-voting module shall be disabled by CDSL for votingthereafter The Company has appointed Mrs D Renuka Practising Company Secretaryto act as the Scrutinizer to scrutinize the Insta Poll and remote e-voting process in afair and transparent manner The Members desiring to vote through remote e-votingrefer to the detailed procedure given hereinafter

(i) The shareholders should log on to the e-voting website wwwevotingindiacom

(ii) Click on Shareholders

(iii) Now Enter your User ID

a For CDSL 16 digits beneficiary ID

b For NSDL 8 Character DP ID followed by 8 Digits Client ID Members holdingshares in Physical Form should enter Folio Number registered with theCompany

(iv) Next enter the Image Verification as displayed and Click on Login

(v) If you are holding shares in demat form and had logged on to wwwevotingindiacomand voted on an earlier voting of any company then your existing password is to beused

(vi) If you are a first time user follow the steps given below

For Members holding shares in Demat Form and Physical FormEnter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)middot

Members who have not updated their PAN with the CompanyDepositoryParticipant are requested to use the first two letters of their name andthe 8 digits of the sequence number in the PAN fieldmiddot

In case the sequence number is less than 8 digits enter the applicablenumber of 0rsquos before the number after the first two characters of thename in CAPITAL letters eg If your name is Ramesh Kumar withsequence number 1 then enter RA00000001 in the PAN field

Enter the Date of Birth as recorded in your demat account or in the companyrecords for the said demat account or folio in ddmmyyyy format

Enter the Dividend Bank Details as recorded in your demat account or in thecompany records for the said demat account or foliomiddot

Please enter the DOB or Dividend Bank Details in order to login If thedetails are not recorded with the depository or company please enterthe member id folio number in the Dividend Bank details field asmentioned in instruction (iv)

(vii) After entering these details appropriately click on ldquoSUBMITrdquo tab

Vedavaag Systems Limited

18th Annual Report 2015-2016 6

(viii) Members holding shares in physical form will then directly reach the Companyselection screen However members holding shares in demat form will now reachlsquoPassword Creationrsquo menu wherein they are required to mandatorily enter theirlogin password in the new password field Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other companyon which they are eligible to vote provided that company opts for e-voting throughCDSL platform It is strongly recommended not to share your password with anyother person and take utmost care to keep your password confidential

(ix) For Members holding shares in physical form the details can be used only for e-voting on the resolutions contained in this Notice

(x) Click on the EVSN for the relevant ltCompany Namegt on which you choose tovote

(xi) On the voting page you will see ldquoRESOLUTION DESCRIPTIONrdquo and againstthe same the option ldquoYESNOrdquo for voting Select the option YES or NO as desiredThe option YES implies that you assent to the Resolution and option NO impliesthat you dissent to the Resolution

(xii) Click on the ldquoRESOLUTIONS FILE LINKrdquo if you wish to view the entire Resolutiondetails

(xiii) After selecting the resolution you have decided to vote on click on ldquoSUBMITrdquo Aconfirmation box will be displayed If you wish to confirm your vote click onldquoOKrdquo else to change your vote click on ldquoCANCELrdquo and accordingly modify yourvote

(xiv) Once you ldquoCONFIRMrdquo your vote on the resolution you will not be allowed tomodify your vote

(xv) You can also take out print of the voting done by you by clicking on ldquoClick here toprintrdquo option on the Voting page

(xvi) If Demat account holder has forgotten the same password then Enter the User IDand the image verification code and click on Forgot Password amp enter the detailsas prompted by the system

(xvii) Note for Non ndash Individual Shareholders and Custodians

Non-Individual shareholders (ie other than Individuals HUF NRI etc) andCustodian are required to log on to wwwevotingindiacom and registerthemselves as Corporate

A scanned copy of the Registration Form bearing the stamp and sign of theentity should be emailed to helpdeskevotingcdslindiacom

After receiving the login details a compliance user should be created usingthe admin login and password The Compliance user would be able to linkthe account(s) for which they wish to vote on

The list of accounts should be mailed to helpdeskevotingcdslindiacomand on approval of the accounts they would be able to cast their vote

Vedavaag Systems Limited

18th Annual Report 2015-2016 7

A scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian if any should be uploaded inPDF format in the system for the scrutinizer to verify the same

(xviii) In case you have any queries or issues regarding e-voting you may refer theFrequently Asked Questions (ldquoFAQsrdquo) and e-voting manual available atwwwevotingindiacom under help section or write an email tohelpdeskevotingcdslindiacom

(xix) The results shall be declared on or after the AGM The results along with theScrutinizerrsquos Report shall also be placed on the website of the Company Incompliance with provisions of Section 108 of the Companies Act 2013 and Rule20 of the Companies (Management and Administration) Rules 2014 the Companyis pleased to provide members facility to exercise their right to vote at the 18thAnnual General Meeting (AGM) by electronic means and the business may betransacted through e-Voting Services provided by Ms Venture Capital andCorporate Investments Private Limited

11 The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date (record date) of 15th day ofSeptember 2016

12 The Register of Directorsrsquo and Key Managerial Personnel and their shareholdingmaintained under Section 170 of the Companies Act 2013 the Register of Contracts orarrangements in which the directors are interested under Section 189 of the CompaniesAct 2013 will be available for inspection at the AGM

13 Relevant documents referred to in the accompanying Notice as well as Annual Reportsand Annual Accounts of the Company are open for inspection at the Registered Officeof the Company during the office hours on all working days between 1000 AM to500 PM up to the date of Annual General Meeting

14 The Ministry of Corporate Affairs (vide circular nos 172011 and 182011 dated April 21and April 29 2011 respectively) has undertaken a lsquoGreen Initiative in CorporateGovernancersquo and allowed companies to share documents with its shareholders throughan electronic mode Members are requested to support this green initiative by registeringuploading their email addresses in respect of shares held in dematerialized form withtheir respective Depository Participant and in respect of shares held in physical formwith the Companyrsquos Registrar and Share Transfer Agents

By the order of the Board

J MURALI KRISHNAManaging Director

Place HyderabadDate 12082016

Vedavaag Systems Limited

18th Annual Report 2015-2016 8

DIRECTORrsquoS REPORTDear Members

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

March 2016

FINANCIAL RESULTS (Rs In lakhs)

Particulars 2015-16 2014-15Total Income 835838 670713Profit before Depreciation and Tax 136089 125134 Depreciation 72971 84708 Extraordinary Items - -Profit before Tax 63118 40426Provision for Tax 9339 11429Profit after Tax 53779 28997Balance brought forward from previous year 117876 115491Amount available for the appropriations 171655 117876Surplus carried forward 171655 117876

BUSINESS OUT LOOK AND MANAGEMENT DISCUSSIONYour Directors are pleased to share with you that your company has completed Eighteenyears and achieved a turnover of Rs8358 Crs during the year

MANAGEMENT DISCUSSION amp ANALYSISFinancial InclusionVedavaag has become the national Business Correspondent for State Bank of India apartfrom being BC for State Bank of Patiala This new addition is expected to facilitate multifoldgrowth in coverage area and volume of financial transaction services rendered by usWe are facilitating servicing for over 20 lakh house holds spread across 1500 panchayats inthe rural India We are keen to enhance our service portfolio into other areas such as BFSIhealth care and retailing to leverage our rural reachE-GovernanceVedavaag has been in the top 20 enrolment agencies in the country and facilitated Aadharenrolment services for over 15Cr population The company has been operating more than500 permanent enrolment centers to facilitate service in the neighbour hood of the rural citizenThe company is now participating in the Aadhar seeding program of the government to facilitatedirect benefit to the citizen as per the government policyAcquisition of Synaptic Software a rural primary agricultural cooperatives IT solution providerVedavaag is expanding its operations portfolio by acquiring a Primary Agricultural CooperativeSoftware and Implementation services company ldquoSynaptic systems private limitedrdquo Synaptichas a proven ERP for PACS and has completed two audit cycles of implementation for over100 PACs in AP The company similarly received mandate from five PACs in Telangana to dothe pilotAcross India over 1 lakh PACs are functional and with average IT infra cost per PAC atRs 5 lacs approximately this is considered to be a Rs 5000 Cr niche market place to operate

Vedavaag Systems Limited

18th Annual Report 2015-2016 9

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

SHARE CAPITALThe paid up Share capital of the company now stands at Rs141300000 represented by14130000 equity shares of Rs 10- each after exercise of option for conversion of FIVElakhs equity warrants by the promoter issued to him earlier on preferential basis

EXTRACT OF ANNUAL RETURNPursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companiesact 2013 read with rule 12 of the companies (Management and administration) rules 2014 theextract of annual return as at 31st March 2016 forms part of this report as annexure

RESERVES AND SURPLUSDuring the year under review the reserves and surplus stood at Rs 245322 Lakhs as comparedto Rs191543 Lakhs in the previous year

DIVIDEND ON EQUITYYour Directors do not recommend any appropriation towards dividend on equity share capitalfor the year ended 31st March 2016

FIXED DEPOSITSThe Company has not invitedaccepted any fixed deposits

DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanationobtained by them your Directors make the following in terms of section 134(5) of companiesact 2013

i) That in accordance with the preparation of the accounts for the financial yearended 31st March 2016 the applicable accounting standards have been followedalong with proper explanation relating to material departures

ii) That the directors have selected such accounting policies and applies themconsistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at the endof 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 ofadequate accounting records in accordance with the provisions of the companiesAct 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities and

iv) That the directors have prepared the annual accounts on a lsquoGoing Concernrsquo basisv) The company maintains adequate internal controls in order to operate effectively

v) PARTICULRS OF LOANS GUARANTEES AND INVESTMENTSDuring the year under review the company did not give any loans nor providedguarantees nor made investments covered under the provisions of section 186 ofthe companies Act 2013

Vedavaag Systems Limited

18th Annual Report 2015-2016 10

RISK MANAGEMENT POLICYThe Board formulated and implemented Risk Management Policy for the Company whichidentifies various elements of risks which in its opinion may threaten the existence of theCompany and measures to contain and mitigate risks The Company has adequate internalcontrol systems and procedures to combat the risk The Risk Management procedures arereviewed by the Board on quarterly basis at the time of review of performance of the Company

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARDA formal evaluation mechanism has been adopted for evaluating the performance of theBoard as well as performance of Committees and individual Directors Performance of allDirectors and the Company has been carried out by way of structured evaluation processCriteria for evaluation includes attendance and contribution at the meetings preparedness forthe meetings effective decision making ability etc

INTERNAL CONTROL SYSTEMSAdequate internal control systems commensurate with the nature of the Companyrsquos businesssize and complexity of its operations are in place and have been operating satisfactorilyInternal control systems comprising policies and procedures are designed to ensure reliabilityof financial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedures applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT ampREMUNERATION) RULES 2014The ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year under review has been marked as Annexure ll

Information under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

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

CORPORATE SOCIAL RESPONSIBILTY POLICYDuring the ficancial year the CSR Provisions of the Company Act 2013 have become applicableand the board has formed CSR Committee for defining the policy and future course of action

RELATED PARTY TRANSACTIONSRelated Party TransactionsAll related party transactions that were entered into during the financial year were on armrsquoslength basis and were in the ordinary course of the business There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnelor other designated persons which may have potential conflict with interest of the company atlarge and thus disclosure in Form AOC-2 is not required

Vedavaag Systems Limited

18th Annual Report 2015-2016 11

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONOF THE COMPANYThere are no material changes and commitments

STATUTORY AUDITORSThe Auditors MS Mahesh Virender and Sriram Chartered Accountants Hyderabad retire atthe conclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment The company has received letter from the auditors to the effect that theirappointment holds good as auditors if they are reappointed as statutory auditors

REPLIES TO AUDITORrsquoS REPORTSince the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments there was certain delay in depositing statutory dues However the efforts are inplace to overcome such instances

SECRETARIAL AUDIT REPORTPursuant to Section 204 of the companies Act 2013 and rules there under the board of directorsof the company appointed Mr N Lakshmi Narayana ACS No A34340 practicing Companysecretary to conduct secretarial audit of records and documents of the company

The Sectretarial audit report confirms that the company has generally complied with allapplicable provisons of the Acts Rules Regulations Guidelines etc applicable to the Companysubject to the following observations

1) Section 137 of the Companies Act 2013 has not been complied withReply The company has taken steps to file the Annual Returns of both the whollyowned subsidiaries

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

CASH FLOW STATEMENTCash flow statement for the year ended 31stMarch 2016 is attached with the annual auditedaccounts of the company

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

CHANGE IN THE NATURE OF BUSINESSThere is no change in the nature of business of the company during the year under review

In accordance with section 149(7) of the companiesrsquo act 2013 each Independent Directorconfirmed the company that he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 4: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 3

NOTICE

NOTICE is hereby given that 18th Annual General Meeting of the Members of VEDAVAAGSYSTEMS LIMITED will be held on 21ST SEPTEMBER 2016 at SURANA UDYOGAUDITORIUM FTAPCCI BHAVAN REDHILLS HYDERABAD at 1100 AM to transactthe following business-

ORDINARY BUSINESS1 To receive consider and adopt the audited Balance Sheet as at 31st March 2016

statement of Profit and loss and Cashflow statement for the financial year ended March31st 2016 and reports of Directors and Auditors thereon

2 To appoint DrGTMurthy (DIN No 02718132) who retires by rotation and beingeligible offers himself for re-appointment

3 To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

ldquoRESOLVED THAT pursuant to the provisions of Section 139 and all other applicableprovisions if any of the Companies Act 2013 and the rules made there under (includingany statutory modification(s) and re-enactment thereof for the time being in force) andthe appointment of Statutory Auditors Ms Mahesh Virender and Sriram CharteredAccountants (Firm Registration No001939S) of Hyderabad be and is hereby appointedas Statutory Auditors of the Company

By Order of the Board of Directors

For VEDAVAAG SYSTEMS LIMITED

J Murali KrishnaManaging Director

DIN 00016054

Place Hyderabad

Date 12082016

Vedavaag Systems Limited

18th Annual Report 2015-2016 4

NOTES

1 A Member entitled to attend and vote at this Annual General Meeting (AGM) may appointa proxy to attend and vote on a poll on his behalf A proxy need not be a Member of theCompany Proxies in order to be effective must be received at the Registered Officeof the Company not less than FORTY-EIGHT HOURS before the commencement ofthe AGM

2 The Share Transfer Register and Register of Members of the company remain closedform 18th September 2016 to 21st September 2016 (both days inclusive)

3 MembersProxies attending the meeting are requested to duly fill in and sign in theenclosed attendance slip with their copy of Annual report to the meeting

4 Shareholders are requested to intimate immediately any change in their address andbank account details registered with the company in case of physical form and in caseof demat form to their DP holders directly

5 A Separate Report of compliance with the provisions relating to Corporate Governanceas required by Clause49 of Listing agreement with the stock exchange is enclosed inthe annexure to the notice

6 In case of Joint Holders attending the meeting only such joint holder who is higher inthe order of the names will be entitled to vote

7 The Copy of Memorandum and Articles of Association of the company is available forinspection by members on any working hours of the company and also at the place ofmeeting till the conclusion of the meeting

8 Retirement of directors by rotation

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment asDirector The information details are provided under Corporate Governance Code asunder

Profile of Sri GTMurthy Sri G T Murthy holds a Doctorate in Physics and was associated with researchorganizations like TIFR ASA(USA) MIT(USA) and as Project Head of ECILSemiconductor Complex Limited He rendered a decade of service for Crompton GreavesLimited setting up their Electronics Business

9 Voting through electronic meansPursuant to Section 108 of the Companies Act 2013 read with the relevant Rules ofthe Act the Company is pleased to provide the facility to Members to exercise theirright to vote by electronic means The Members whose names appear in the Registerof Members list of Beneficial Owners as on 15th day of September 2016 ie3 days prior to the commencement of book closure date are entitled to vote on theResolutions set forth in this Notice The remote e-voting period will commence at 9AMon Sunday the 18th day of September 2016 and will end on Tuesday at 500 pmon 20th day of September The facility for voting through electronic voting system(lsquoInsta Pollrsquo) shall be made available at the meeting and the members attending the

Vedavaag Systems Limited

18th Annual Report 2015-2016 5

meeting who have not cast their vote by remote e-voting shall be able to vote at themeeting through lsquoInsta Pollrsquo The e-voting module shall be disabled by CDSL for votingthereafter The Company has appointed Mrs D Renuka Practising Company Secretaryto act as the Scrutinizer to scrutinize the Insta Poll and remote e-voting process in afair and transparent manner The Members desiring to vote through remote e-votingrefer to the detailed procedure given hereinafter

(i) The shareholders should log on to the e-voting website wwwevotingindiacom

(ii) Click on Shareholders

(iii) Now Enter your User ID

a For CDSL 16 digits beneficiary ID

b For NSDL 8 Character DP ID followed by 8 Digits Client ID Members holdingshares in Physical Form should enter Folio Number registered with theCompany

(iv) Next enter the Image Verification as displayed and Click on Login

(v) If you are holding shares in demat form and had logged on to wwwevotingindiacomand voted on an earlier voting of any company then your existing password is to beused

(vi) If you are a first time user follow the steps given below

For Members holding shares in Demat Form and Physical FormEnter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)middot

Members who have not updated their PAN with the CompanyDepositoryParticipant are requested to use the first two letters of their name andthe 8 digits of the sequence number in the PAN fieldmiddot

In case the sequence number is less than 8 digits enter the applicablenumber of 0rsquos before the number after the first two characters of thename in CAPITAL letters eg If your name is Ramesh Kumar withsequence number 1 then enter RA00000001 in the PAN field

Enter the Date of Birth as recorded in your demat account or in the companyrecords for the said demat account or folio in ddmmyyyy format

Enter the Dividend Bank Details as recorded in your demat account or in thecompany records for the said demat account or foliomiddot

Please enter the DOB or Dividend Bank Details in order to login If thedetails are not recorded with the depository or company please enterthe member id folio number in the Dividend Bank details field asmentioned in instruction (iv)

(vii) After entering these details appropriately click on ldquoSUBMITrdquo tab

Vedavaag Systems Limited

18th Annual Report 2015-2016 6

(viii) Members holding shares in physical form will then directly reach the Companyselection screen However members holding shares in demat form will now reachlsquoPassword Creationrsquo menu wherein they are required to mandatorily enter theirlogin password in the new password field Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other companyon which they are eligible to vote provided that company opts for e-voting throughCDSL platform It is strongly recommended not to share your password with anyother person and take utmost care to keep your password confidential

(ix) For Members holding shares in physical form the details can be used only for e-voting on the resolutions contained in this Notice

(x) Click on the EVSN for the relevant ltCompany Namegt on which you choose tovote

(xi) On the voting page you will see ldquoRESOLUTION DESCRIPTIONrdquo and againstthe same the option ldquoYESNOrdquo for voting Select the option YES or NO as desiredThe option YES implies that you assent to the Resolution and option NO impliesthat you dissent to the Resolution

(xii) Click on the ldquoRESOLUTIONS FILE LINKrdquo if you wish to view the entire Resolutiondetails

(xiii) After selecting the resolution you have decided to vote on click on ldquoSUBMITrdquo Aconfirmation box will be displayed If you wish to confirm your vote click onldquoOKrdquo else to change your vote click on ldquoCANCELrdquo and accordingly modify yourvote

(xiv) Once you ldquoCONFIRMrdquo your vote on the resolution you will not be allowed tomodify your vote

(xv) You can also take out print of the voting done by you by clicking on ldquoClick here toprintrdquo option on the Voting page

(xvi) If Demat account holder has forgotten the same password then Enter the User IDand the image verification code and click on Forgot Password amp enter the detailsas prompted by the system

(xvii) Note for Non ndash Individual Shareholders and Custodians

Non-Individual shareholders (ie other than Individuals HUF NRI etc) andCustodian are required to log on to wwwevotingindiacom and registerthemselves as Corporate

A scanned copy of the Registration Form bearing the stamp and sign of theentity should be emailed to helpdeskevotingcdslindiacom

After receiving the login details a compliance user should be created usingthe admin login and password The Compliance user would be able to linkthe account(s) for which they wish to vote on

The list of accounts should be mailed to helpdeskevotingcdslindiacomand on approval of the accounts they would be able to cast their vote

Vedavaag Systems Limited

18th Annual Report 2015-2016 7

A scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian if any should be uploaded inPDF format in the system for the scrutinizer to verify the same

(xviii) In case you have any queries or issues regarding e-voting you may refer theFrequently Asked Questions (ldquoFAQsrdquo) and e-voting manual available atwwwevotingindiacom under help section or write an email tohelpdeskevotingcdslindiacom

(xix) The results shall be declared on or after the AGM The results along with theScrutinizerrsquos Report shall also be placed on the website of the Company Incompliance with provisions of Section 108 of the Companies Act 2013 and Rule20 of the Companies (Management and Administration) Rules 2014 the Companyis pleased to provide members facility to exercise their right to vote at the 18thAnnual General Meeting (AGM) by electronic means and the business may betransacted through e-Voting Services provided by Ms Venture Capital andCorporate Investments Private Limited

11 The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date (record date) of 15th day ofSeptember 2016

12 The Register of Directorsrsquo and Key Managerial Personnel and their shareholdingmaintained under Section 170 of the Companies Act 2013 the Register of Contracts orarrangements in which the directors are interested under Section 189 of the CompaniesAct 2013 will be available for inspection at the AGM

13 Relevant documents referred to in the accompanying Notice as well as Annual Reportsand Annual Accounts of the Company are open for inspection at the Registered Officeof the Company during the office hours on all working days between 1000 AM to500 PM up to the date of Annual General Meeting

14 The Ministry of Corporate Affairs (vide circular nos 172011 and 182011 dated April 21and April 29 2011 respectively) has undertaken a lsquoGreen Initiative in CorporateGovernancersquo and allowed companies to share documents with its shareholders throughan electronic mode Members are requested to support this green initiative by registeringuploading their email addresses in respect of shares held in dematerialized form withtheir respective Depository Participant and in respect of shares held in physical formwith the Companyrsquos Registrar and Share Transfer Agents

By the order of the Board

J MURALI KRISHNAManaging Director

Place HyderabadDate 12082016

Vedavaag Systems Limited

18th Annual Report 2015-2016 8

DIRECTORrsquoS REPORTDear Members

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

March 2016

FINANCIAL RESULTS (Rs In lakhs)

Particulars 2015-16 2014-15Total Income 835838 670713Profit before Depreciation and Tax 136089 125134 Depreciation 72971 84708 Extraordinary Items - -Profit before Tax 63118 40426Provision for Tax 9339 11429Profit after Tax 53779 28997Balance brought forward from previous year 117876 115491Amount available for the appropriations 171655 117876Surplus carried forward 171655 117876

BUSINESS OUT LOOK AND MANAGEMENT DISCUSSIONYour Directors are pleased to share with you that your company has completed Eighteenyears and achieved a turnover of Rs8358 Crs during the year

MANAGEMENT DISCUSSION amp ANALYSISFinancial InclusionVedavaag has become the national Business Correspondent for State Bank of India apartfrom being BC for State Bank of Patiala This new addition is expected to facilitate multifoldgrowth in coverage area and volume of financial transaction services rendered by usWe are facilitating servicing for over 20 lakh house holds spread across 1500 panchayats inthe rural India We are keen to enhance our service portfolio into other areas such as BFSIhealth care and retailing to leverage our rural reachE-GovernanceVedavaag has been in the top 20 enrolment agencies in the country and facilitated Aadharenrolment services for over 15Cr population The company has been operating more than500 permanent enrolment centers to facilitate service in the neighbour hood of the rural citizenThe company is now participating in the Aadhar seeding program of the government to facilitatedirect benefit to the citizen as per the government policyAcquisition of Synaptic Software a rural primary agricultural cooperatives IT solution providerVedavaag is expanding its operations portfolio by acquiring a Primary Agricultural CooperativeSoftware and Implementation services company ldquoSynaptic systems private limitedrdquo Synaptichas a proven ERP for PACS and has completed two audit cycles of implementation for over100 PACs in AP The company similarly received mandate from five PACs in Telangana to dothe pilotAcross India over 1 lakh PACs are functional and with average IT infra cost per PAC atRs 5 lacs approximately this is considered to be a Rs 5000 Cr niche market place to operate

Vedavaag Systems Limited

18th Annual Report 2015-2016 9

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

SHARE CAPITALThe paid up Share capital of the company now stands at Rs141300000 represented by14130000 equity shares of Rs 10- each after exercise of option for conversion of FIVElakhs equity warrants by the promoter issued to him earlier on preferential basis

EXTRACT OF ANNUAL RETURNPursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companiesact 2013 read with rule 12 of the companies (Management and administration) rules 2014 theextract of annual return as at 31st March 2016 forms part of this report as annexure

RESERVES AND SURPLUSDuring the year under review the reserves and surplus stood at Rs 245322 Lakhs as comparedto Rs191543 Lakhs in the previous year

DIVIDEND ON EQUITYYour Directors do not recommend any appropriation towards dividend on equity share capitalfor the year ended 31st March 2016

FIXED DEPOSITSThe Company has not invitedaccepted any fixed deposits

DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanationobtained by them your Directors make the following in terms of section 134(5) of companiesact 2013

i) That in accordance with the preparation of the accounts for the financial yearended 31st March 2016 the applicable accounting standards have been followedalong with proper explanation relating to material departures

ii) That the directors have selected such accounting policies and applies themconsistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at the endof 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 ofadequate accounting records in accordance with the provisions of the companiesAct 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities and

iv) That the directors have prepared the annual accounts on a lsquoGoing Concernrsquo basisv) The company maintains adequate internal controls in order to operate effectively

v) PARTICULRS OF LOANS GUARANTEES AND INVESTMENTSDuring the year under review the company did not give any loans nor providedguarantees nor made investments covered under the provisions of section 186 ofthe companies Act 2013

Vedavaag Systems Limited

18th Annual Report 2015-2016 10

RISK MANAGEMENT POLICYThe Board formulated and implemented Risk Management Policy for the Company whichidentifies various elements of risks which in its opinion may threaten the existence of theCompany and measures to contain and mitigate risks The Company has adequate internalcontrol systems and procedures to combat the risk The Risk Management procedures arereviewed by the Board on quarterly basis at the time of review of performance of the Company

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARDA formal evaluation mechanism has been adopted for evaluating the performance of theBoard as well as performance of Committees and individual Directors Performance of allDirectors and the Company has been carried out by way of structured evaluation processCriteria for evaluation includes attendance and contribution at the meetings preparedness forthe meetings effective decision making ability etc

INTERNAL CONTROL SYSTEMSAdequate internal control systems commensurate with the nature of the Companyrsquos businesssize and complexity of its operations are in place and have been operating satisfactorilyInternal control systems comprising policies and procedures are designed to ensure reliabilityof financial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedures applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT ampREMUNERATION) RULES 2014The ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year under review has been marked as Annexure ll

Information under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

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

CORPORATE SOCIAL RESPONSIBILTY POLICYDuring the ficancial year the CSR Provisions of the Company Act 2013 have become applicableand the board has formed CSR Committee for defining the policy and future course of action

RELATED PARTY TRANSACTIONSRelated Party TransactionsAll related party transactions that were entered into during the financial year were on armrsquoslength basis and were in the ordinary course of the business There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnelor other designated persons which may have potential conflict with interest of the company atlarge and thus disclosure in Form AOC-2 is not required

Vedavaag Systems Limited

18th Annual Report 2015-2016 11

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONOF THE COMPANYThere are no material changes and commitments

STATUTORY AUDITORSThe Auditors MS Mahesh Virender and Sriram Chartered Accountants Hyderabad retire atthe conclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment The company has received letter from the auditors to the effect that theirappointment holds good as auditors if they are reappointed as statutory auditors

REPLIES TO AUDITORrsquoS REPORTSince the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments there was certain delay in depositing statutory dues However the efforts are inplace to overcome such instances

SECRETARIAL AUDIT REPORTPursuant to Section 204 of the companies Act 2013 and rules there under the board of directorsof the company appointed Mr N Lakshmi Narayana ACS No A34340 practicing Companysecretary to conduct secretarial audit of records and documents of the company

The Sectretarial audit report confirms that the company has generally complied with allapplicable provisons of the Acts Rules Regulations Guidelines etc applicable to the Companysubject to the following observations

1) Section 137 of the Companies Act 2013 has not been complied withReply The company has taken steps to file the Annual Returns of both the whollyowned subsidiaries

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

CASH FLOW STATEMENTCash flow statement for the year ended 31stMarch 2016 is attached with the annual auditedaccounts of the company

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

CHANGE IN THE NATURE OF BUSINESSThere is no change in the nature of business of the company during the year under review

In accordance with section 149(7) of the companiesrsquo act 2013 each Independent Directorconfirmed the company that he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 5: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 4

NOTES

1 A Member entitled to attend and vote at this Annual General Meeting (AGM) may appointa proxy to attend and vote on a poll on his behalf A proxy need not be a Member of theCompany Proxies in order to be effective must be received at the Registered Officeof the Company not less than FORTY-EIGHT HOURS before the commencement ofthe AGM

2 The Share Transfer Register and Register of Members of the company remain closedform 18th September 2016 to 21st September 2016 (both days inclusive)

3 MembersProxies attending the meeting are requested to duly fill in and sign in theenclosed attendance slip with their copy of Annual report to the meeting

4 Shareholders are requested to intimate immediately any change in their address andbank account details registered with the company in case of physical form and in caseof demat form to their DP holders directly

5 A Separate Report of compliance with the provisions relating to Corporate Governanceas required by Clause49 of Listing agreement with the stock exchange is enclosed inthe annexure to the notice

6 In case of Joint Holders attending the meeting only such joint holder who is higher inthe order of the names will be entitled to vote

7 The Copy of Memorandum and Articles of Association of the company is available forinspection by members on any working hours of the company and also at the place ofmeeting till the conclusion of the meeting

8 Retirement of directors by rotation

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment asDirector The information details are provided under Corporate Governance Code asunder

Profile of Sri GTMurthy Sri G T Murthy holds a Doctorate in Physics and was associated with researchorganizations like TIFR ASA(USA) MIT(USA) and as Project Head of ECILSemiconductor Complex Limited He rendered a decade of service for Crompton GreavesLimited setting up their Electronics Business

9 Voting through electronic meansPursuant to Section 108 of the Companies Act 2013 read with the relevant Rules ofthe Act the Company is pleased to provide the facility to Members to exercise theirright to vote by electronic means The Members whose names appear in the Registerof Members list of Beneficial Owners as on 15th day of September 2016 ie3 days prior to the commencement of book closure date are entitled to vote on theResolutions set forth in this Notice The remote e-voting period will commence at 9AMon Sunday the 18th day of September 2016 and will end on Tuesday at 500 pmon 20th day of September The facility for voting through electronic voting system(lsquoInsta Pollrsquo) shall be made available at the meeting and the members attending the

Vedavaag Systems Limited

18th Annual Report 2015-2016 5

meeting who have not cast their vote by remote e-voting shall be able to vote at themeeting through lsquoInsta Pollrsquo The e-voting module shall be disabled by CDSL for votingthereafter The Company has appointed Mrs D Renuka Practising Company Secretaryto act as the Scrutinizer to scrutinize the Insta Poll and remote e-voting process in afair and transparent manner The Members desiring to vote through remote e-votingrefer to the detailed procedure given hereinafter

(i) The shareholders should log on to the e-voting website wwwevotingindiacom

(ii) Click on Shareholders

(iii) Now Enter your User ID

a For CDSL 16 digits beneficiary ID

b For NSDL 8 Character DP ID followed by 8 Digits Client ID Members holdingshares in Physical Form should enter Folio Number registered with theCompany

(iv) Next enter the Image Verification as displayed and Click on Login

(v) If you are holding shares in demat form and had logged on to wwwevotingindiacomand voted on an earlier voting of any company then your existing password is to beused

(vi) If you are a first time user follow the steps given below

For Members holding shares in Demat Form and Physical FormEnter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)middot

Members who have not updated their PAN with the CompanyDepositoryParticipant are requested to use the first two letters of their name andthe 8 digits of the sequence number in the PAN fieldmiddot

In case the sequence number is less than 8 digits enter the applicablenumber of 0rsquos before the number after the first two characters of thename in CAPITAL letters eg If your name is Ramesh Kumar withsequence number 1 then enter RA00000001 in the PAN field

Enter the Date of Birth as recorded in your demat account or in the companyrecords for the said demat account or folio in ddmmyyyy format

Enter the Dividend Bank Details as recorded in your demat account or in thecompany records for the said demat account or foliomiddot

Please enter the DOB or Dividend Bank Details in order to login If thedetails are not recorded with the depository or company please enterthe member id folio number in the Dividend Bank details field asmentioned in instruction (iv)

(vii) After entering these details appropriately click on ldquoSUBMITrdquo tab

Vedavaag Systems Limited

18th Annual Report 2015-2016 6

(viii) Members holding shares in physical form will then directly reach the Companyselection screen However members holding shares in demat form will now reachlsquoPassword Creationrsquo menu wherein they are required to mandatorily enter theirlogin password in the new password field Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other companyon which they are eligible to vote provided that company opts for e-voting throughCDSL platform It is strongly recommended not to share your password with anyother person and take utmost care to keep your password confidential

(ix) For Members holding shares in physical form the details can be used only for e-voting on the resolutions contained in this Notice

(x) Click on the EVSN for the relevant ltCompany Namegt on which you choose tovote

(xi) On the voting page you will see ldquoRESOLUTION DESCRIPTIONrdquo and againstthe same the option ldquoYESNOrdquo for voting Select the option YES or NO as desiredThe option YES implies that you assent to the Resolution and option NO impliesthat you dissent to the Resolution

(xii) Click on the ldquoRESOLUTIONS FILE LINKrdquo if you wish to view the entire Resolutiondetails

(xiii) After selecting the resolution you have decided to vote on click on ldquoSUBMITrdquo Aconfirmation box will be displayed If you wish to confirm your vote click onldquoOKrdquo else to change your vote click on ldquoCANCELrdquo and accordingly modify yourvote

(xiv) Once you ldquoCONFIRMrdquo your vote on the resolution you will not be allowed tomodify your vote

(xv) You can also take out print of the voting done by you by clicking on ldquoClick here toprintrdquo option on the Voting page

(xvi) If Demat account holder has forgotten the same password then Enter the User IDand the image verification code and click on Forgot Password amp enter the detailsas prompted by the system

(xvii) Note for Non ndash Individual Shareholders and Custodians

Non-Individual shareholders (ie other than Individuals HUF NRI etc) andCustodian are required to log on to wwwevotingindiacom and registerthemselves as Corporate

A scanned copy of the Registration Form bearing the stamp and sign of theentity should be emailed to helpdeskevotingcdslindiacom

After receiving the login details a compliance user should be created usingthe admin login and password The Compliance user would be able to linkthe account(s) for which they wish to vote on

The list of accounts should be mailed to helpdeskevotingcdslindiacomand on approval of the accounts they would be able to cast their vote

Vedavaag Systems Limited

18th Annual Report 2015-2016 7

A scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian if any should be uploaded inPDF format in the system for the scrutinizer to verify the same

(xviii) In case you have any queries or issues regarding e-voting you may refer theFrequently Asked Questions (ldquoFAQsrdquo) and e-voting manual available atwwwevotingindiacom under help section or write an email tohelpdeskevotingcdslindiacom

(xix) The results shall be declared on or after the AGM The results along with theScrutinizerrsquos Report shall also be placed on the website of the Company Incompliance with provisions of Section 108 of the Companies Act 2013 and Rule20 of the Companies (Management and Administration) Rules 2014 the Companyis pleased to provide members facility to exercise their right to vote at the 18thAnnual General Meeting (AGM) by electronic means and the business may betransacted through e-Voting Services provided by Ms Venture Capital andCorporate Investments Private Limited

11 The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date (record date) of 15th day ofSeptember 2016

12 The Register of Directorsrsquo and Key Managerial Personnel and their shareholdingmaintained under Section 170 of the Companies Act 2013 the Register of Contracts orarrangements in which the directors are interested under Section 189 of the CompaniesAct 2013 will be available for inspection at the AGM

13 Relevant documents referred to in the accompanying Notice as well as Annual Reportsand Annual Accounts of the Company are open for inspection at the Registered Officeof the Company during the office hours on all working days between 1000 AM to500 PM up to the date of Annual General Meeting

14 The Ministry of Corporate Affairs (vide circular nos 172011 and 182011 dated April 21and April 29 2011 respectively) has undertaken a lsquoGreen Initiative in CorporateGovernancersquo and allowed companies to share documents with its shareholders throughan electronic mode Members are requested to support this green initiative by registeringuploading their email addresses in respect of shares held in dematerialized form withtheir respective Depository Participant and in respect of shares held in physical formwith the Companyrsquos Registrar and Share Transfer Agents

By the order of the Board

J MURALI KRISHNAManaging Director

Place HyderabadDate 12082016

Vedavaag Systems Limited

18th Annual Report 2015-2016 8

DIRECTORrsquoS REPORTDear Members

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

March 2016

FINANCIAL RESULTS (Rs In lakhs)

Particulars 2015-16 2014-15Total Income 835838 670713Profit before Depreciation and Tax 136089 125134 Depreciation 72971 84708 Extraordinary Items - -Profit before Tax 63118 40426Provision for Tax 9339 11429Profit after Tax 53779 28997Balance brought forward from previous year 117876 115491Amount available for the appropriations 171655 117876Surplus carried forward 171655 117876

BUSINESS OUT LOOK AND MANAGEMENT DISCUSSIONYour Directors are pleased to share with you that your company has completed Eighteenyears and achieved a turnover of Rs8358 Crs during the year

MANAGEMENT DISCUSSION amp ANALYSISFinancial InclusionVedavaag has become the national Business Correspondent for State Bank of India apartfrom being BC for State Bank of Patiala This new addition is expected to facilitate multifoldgrowth in coverage area and volume of financial transaction services rendered by usWe are facilitating servicing for over 20 lakh house holds spread across 1500 panchayats inthe rural India We are keen to enhance our service portfolio into other areas such as BFSIhealth care and retailing to leverage our rural reachE-GovernanceVedavaag has been in the top 20 enrolment agencies in the country and facilitated Aadharenrolment services for over 15Cr population The company has been operating more than500 permanent enrolment centers to facilitate service in the neighbour hood of the rural citizenThe company is now participating in the Aadhar seeding program of the government to facilitatedirect benefit to the citizen as per the government policyAcquisition of Synaptic Software a rural primary agricultural cooperatives IT solution providerVedavaag is expanding its operations portfolio by acquiring a Primary Agricultural CooperativeSoftware and Implementation services company ldquoSynaptic systems private limitedrdquo Synaptichas a proven ERP for PACS and has completed two audit cycles of implementation for over100 PACs in AP The company similarly received mandate from five PACs in Telangana to dothe pilotAcross India over 1 lakh PACs are functional and with average IT infra cost per PAC atRs 5 lacs approximately this is considered to be a Rs 5000 Cr niche market place to operate

Vedavaag Systems Limited

18th Annual Report 2015-2016 9

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

SHARE CAPITALThe paid up Share capital of the company now stands at Rs141300000 represented by14130000 equity shares of Rs 10- each after exercise of option for conversion of FIVElakhs equity warrants by the promoter issued to him earlier on preferential basis

EXTRACT OF ANNUAL RETURNPursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companiesact 2013 read with rule 12 of the companies (Management and administration) rules 2014 theextract of annual return as at 31st March 2016 forms part of this report as annexure

RESERVES AND SURPLUSDuring the year under review the reserves and surplus stood at Rs 245322 Lakhs as comparedto Rs191543 Lakhs in the previous year

DIVIDEND ON EQUITYYour Directors do not recommend any appropriation towards dividend on equity share capitalfor the year ended 31st March 2016

FIXED DEPOSITSThe Company has not invitedaccepted any fixed deposits

DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanationobtained by them your Directors make the following in terms of section 134(5) of companiesact 2013

i) That in accordance with the preparation of the accounts for the financial yearended 31st March 2016 the applicable accounting standards have been followedalong with proper explanation relating to material departures

ii) That the directors have selected such accounting policies and applies themconsistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at the endof 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 ofadequate accounting records in accordance with the provisions of the companiesAct 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities and

iv) That the directors have prepared the annual accounts on a lsquoGoing Concernrsquo basisv) The company maintains adequate internal controls in order to operate effectively

v) PARTICULRS OF LOANS GUARANTEES AND INVESTMENTSDuring the year under review the company did not give any loans nor providedguarantees nor made investments covered under the provisions of section 186 ofthe companies Act 2013

Vedavaag Systems Limited

18th Annual Report 2015-2016 10

RISK MANAGEMENT POLICYThe Board formulated and implemented Risk Management Policy for the Company whichidentifies various elements of risks which in its opinion may threaten the existence of theCompany and measures to contain and mitigate risks The Company has adequate internalcontrol systems and procedures to combat the risk The Risk Management procedures arereviewed by the Board on quarterly basis at the time of review of performance of the Company

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARDA formal evaluation mechanism has been adopted for evaluating the performance of theBoard as well as performance of Committees and individual Directors Performance of allDirectors and the Company has been carried out by way of structured evaluation processCriteria for evaluation includes attendance and contribution at the meetings preparedness forthe meetings effective decision making ability etc

INTERNAL CONTROL SYSTEMSAdequate internal control systems commensurate with the nature of the Companyrsquos businesssize and complexity of its operations are in place and have been operating satisfactorilyInternal control systems comprising policies and procedures are designed to ensure reliabilityof financial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedures applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT ampREMUNERATION) RULES 2014The ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year under review has been marked as Annexure ll

Information under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

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

CORPORATE SOCIAL RESPONSIBILTY POLICYDuring the ficancial year the CSR Provisions of the Company Act 2013 have become applicableand the board has formed CSR Committee for defining the policy and future course of action

RELATED PARTY TRANSACTIONSRelated Party TransactionsAll related party transactions that were entered into during the financial year were on armrsquoslength basis and were in the ordinary course of the business There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnelor other designated persons which may have potential conflict with interest of the company atlarge and thus disclosure in Form AOC-2 is not required

Vedavaag Systems Limited

18th Annual Report 2015-2016 11

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONOF THE COMPANYThere are no material changes and commitments

STATUTORY AUDITORSThe Auditors MS Mahesh Virender and Sriram Chartered Accountants Hyderabad retire atthe conclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment The company has received letter from the auditors to the effect that theirappointment holds good as auditors if they are reappointed as statutory auditors

REPLIES TO AUDITORrsquoS REPORTSince the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments there was certain delay in depositing statutory dues However the efforts are inplace to overcome such instances

SECRETARIAL AUDIT REPORTPursuant to Section 204 of the companies Act 2013 and rules there under the board of directorsof the company appointed Mr N Lakshmi Narayana ACS No A34340 practicing Companysecretary to conduct secretarial audit of records and documents of the company

The Sectretarial audit report confirms that the company has generally complied with allapplicable provisons of the Acts Rules Regulations Guidelines etc applicable to the Companysubject to the following observations

1) Section 137 of the Companies Act 2013 has not been complied withReply The company has taken steps to file the Annual Returns of both the whollyowned subsidiaries

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

CASH FLOW STATEMENTCash flow statement for the year ended 31stMarch 2016 is attached with the annual auditedaccounts of the company

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

CHANGE IN THE NATURE OF BUSINESSThere is no change in the nature of business of the company during the year under review

In accordance with section 149(7) of the companiesrsquo act 2013 each Independent Directorconfirmed the company that he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 6: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 5

meeting who have not cast their vote by remote e-voting shall be able to vote at themeeting through lsquoInsta Pollrsquo The e-voting module shall be disabled by CDSL for votingthereafter The Company has appointed Mrs D Renuka Practising Company Secretaryto act as the Scrutinizer to scrutinize the Insta Poll and remote e-voting process in afair and transparent manner The Members desiring to vote through remote e-votingrefer to the detailed procedure given hereinafter

(i) The shareholders should log on to the e-voting website wwwevotingindiacom

(ii) Click on Shareholders

(iii) Now Enter your User ID

a For CDSL 16 digits beneficiary ID

b For NSDL 8 Character DP ID followed by 8 Digits Client ID Members holdingshares in Physical Form should enter Folio Number registered with theCompany

(iv) Next enter the Image Verification as displayed and Click on Login

(v) If you are holding shares in demat form and had logged on to wwwevotingindiacomand voted on an earlier voting of any company then your existing password is to beused

(vi) If you are a first time user follow the steps given below

For Members holding shares in Demat Form and Physical FormEnter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)middot

Members who have not updated their PAN with the CompanyDepositoryParticipant are requested to use the first two letters of their name andthe 8 digits of the sequence number in the PAN fieldmiddot

In case the sequence number is less than 8 digits enter the applicablenumber of 0rsquos before the number after the first two characters of thename in CAPITAL letters eg If your name is Ramesh Kumar withsequence number 1 then enter RA00000001 in the PAN field

Enter the Date of Birth as recorded in your demat account or in the companyrecords for the said demat account or folio in ddmmyyyy format

Enter the Dividend Bank Details as recorded in your demat account or in thecompany records for the said demat account or foliomiddot

Please enter the DOB or Dividend Bank Details in order to login If thedetails are not recorded with the depository or company please enterthe member id folio number in the Dividend Bank details field asmentioned in instruction (iv)

(vii) After entering these details appropriately click on ldquoSUBMITrdquo tab

Vedavaag Systems Limited

18th Annual Report 2015-2016 6

(viii) Members holding shares in physical form will then directly reach the Companyselection screen However members holding shares in demat form will now reachlsquoPassword Creationrsquo menu wherein they are required to mandatorily enter theirlogin password in the new password field Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other companyon which they are eligible to vote provided that company opts for e-voting throughCDSL platform It is strongly recommended not to share your password with anyother person and take utmost care to keep your password confidential

(ix) For Members holding shares in physical form the details can be used only for e-voting on the resolutions contained in this Notice

(x) Click on the EVSN for the relevant ltCompany Namegt on which you choose tovote

(xi) On the voting page you will see ldquoRESOLUTION DESCRIPTIONrdquo and againstthe same the option ldquoYESNOrdquo for voting Select the option YES or NO as desiredThe option YES implies that you assent to the Resolution and option NO impliesthat you dissent to the Resolution

(xii) Click on the ldquoRESOLUTIONS FILE LINKrdquo if you wish to view the entire Resolutiondetails

(xiii) After selecting the resolution you have decided to vote on click on ldquoSUBMITrdquo Aconfirmation box will be displayed If you wish to confirm your vote click onldquoOKrdquo else to change your vote click on ldquoCANCELrdquo and accordingly modify yourvote

(xiv) Once you ldquoCONFIRMrdquo your vote on the resolution you will not be allowed tomodify your vote

(xv) You can also take out print of the voting done by you by clicking on ldquoClick here toprintrdquo option on the Voting page

(xvi) If Demat account holder has forgotten the same password then Enter the User IDand the image verification code and click on Forgot Password amp enter the detailsas prompted by the system

(xvii) Note for Non ndash Individual Shareholders and Custodians

Non-Individual shareholders (ie other than Individuals HUF NRI etc) andCustodian are required to log on to wwwevotingindiacom and registerthemselves as Corporate

A scanned copy of the Registration Form bearing the stamp and sign of theentity should be emailed to helpdeskevotingcdslindiacom

After receiving the login details a compliance user should be created usingthe admin login and password The Compliance user would be able to linkthe account(s) for which they wish to vote on

The list of accounts should be mailed to helpdeskevotingcdslindiacomand on approval of the accounts they would be able to cast their vote

Vedavaag Systems Limited

18th Annual Report 2015-2016 7

A scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian if any should be uploaded inPDF format in the system for the scrutinizer to verify the same

(xviii) In case you have any queries or issues regarding e-voting you may refer theFrequently Asked Questions (ldquoFAQsrdquo) and e-voting manual available atwwwevotingindiacom under help section or write an email tohelpdeskevotingcdslindiacom

(xix) The results shall be declared on or after the AGM The results along with theScrutinizerrsquos Report shall also be placed on the website of the Company Incompliance with provisions of Section 108 of the Companies Act 2013 and Rule20 of the Companies (Management and Administration) Rules 2014 the Companyis pleased to provide members facility to exercise their right to vote at the 18thAnnual General Meeting (AGM) by electronic means and the business may betransacted through e-Voting Services provided by Ms Venture Capital andCorporate Investments Private Limited

11 The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date (record date) of 15th day ofSeptember 2016

12 The Register of Directorsrsquo and Key Managerial Personnel and their shareholdingmaintained under Section 170 of the Companies Act 2013 the Register of Contracts orarrangements in which the directors are interested under Section 189 of the CompaniesAct 2013 will be available for inspection at the AGM

13 Relevant documents referred to in the accompanying Notice as well as Annual Reportsand Annual Accounts of the Company are open for inspection at the Registered Officeof the Company during the office hours on all working days between 1000 AM to500 PM up to the date of Annual General Meeting

14 The Ministry of Corporate Affairs (vide circular nos 172011 and 182011 dated April 21and April 29 2011 respectively) has undertaken a lsquoGreen Initiative in CorporateGovernancersquo and allowed companies to share documents with its shareholders throughan electronic mode Members are requested to support this green initiative by registeringuploading their email addresses in respect of shares held in dematerialized form withtheir respective Depository Participant and in respect of shares held in physical formwith the Companyrsquos Registrar and Share Transfer Agents

By the order of the Board

J MURALI KRISHNAManaging Director

Place HyderabadDate 12082016

Vedavaag Systems Limited

18th Annual Report 2015-2016 8

DIRECTORrsquoS REPORTDear Members

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

March 2016

FINANCIAL RESULTS (Rs In lakhs)

Particulars 2015-16 2014-15Total Income 835838 670713Profit before Depreciation and Tax 136089 125134 Depreciation 72971 84708 Extraordinary Items - -Profit before Tax 63118 40426Provision for Tax 9339 11429Profit after Tax 53779 28997Balance brought forward from previous year 117876 115491Amount available for the appropriations 171655 117876Surplus carried forward 171655 117876

BUSINESS OUT LOOK AND MANAGEMENT DISCUSSIONYour Directors are pleased to share with you that your company has completed Eighteenyears and achieved a turnover of Rs8358 Crs during the year

MANAGEMENT DISCUSSION amp ANALYSISFinancial InclusionVedavaag has become the national Business Correspondent for State Bank of India apartfrom being BC for State Bank of Patiala This new addition is expected to facilitate multifoldgrowth in coverage area and volume of financial transaction services rendered by usWe are facilitating servicing for over 20 lakh house holds spread across 1500 panchayats inthe rural India We are keen to enhance our service portfolio into other areas such as BFSIhealth care and retailing to leverage our rural reachE-GovernanceVedavaag has been in the top 20 enrolment agencies in the country and facilitated Aadharenrolment services for over 15Cr population The company has been operating more than500 permanent enrolment centers to facilitate service in the neighbour hood of the rural citizenThe company is now participating in the Aadhar seeding program of the government to facilitatedirect benefit to the citizen as per the government policyAcquisition of Synaptic Software a rural primary agricultural cooperatives IT solution providerVedavaag is expanding its operations portfolio by acquiring a Primary Agricultural CooperativeSoftware and Implementation services company ldquoSynaptic systems private limitedrdquo Synaptichas a proven ERP for PACS and has completed two audit cycles of implementation for over100 PACs in AP The company similarly received mandate from five PACs in Telangana to dothe pilotAcross India over 1 lakh PACs are functional and with average IT infra cost per PAC atRs 5 lacs approximately this is considered to be a Rs 5000 Cr niche market place to operate

Vedavaag Systems Limited

18th Annual Report 2015-2016 9

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

SHARE CAPITALThe paid up Share capital of the company now stands at Rs141300000 represented by14130000 equity shares of Rs 10- each after exercise of option for conversion of FIVElakhs equity warrants by the promoter issued to him earlier on preferential basis

EXTRACT OF ANNUAL RETURNPursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companiesact 2013 read with rule 12 of the companies (Management and administration) rules 2014 theextract of annual return as at 31st March 2016 forms part of this report as annexure

RESERVES AND SURPLUSDuring the year under review the reserves and surplus stood at Rs 245322 Lakhs as comparedto Rs191543 Lakhs in the previous year

DIVIDEND ON EQUITYYour Directors do not recommend any appropriation towards dividend on equity share capitalfor the year ended 31st March 2016

FIXED DEPOSITSThe Company has not invitedaccepted any fixed deposits

DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanationobtained by them your Directors make the following in terms of section 134(5) of companiesact 2013

i) That in accordance with the preparation of the accounts for the financial yearended 31st March 2016 the applicable accounting standards have been followedalong with proper explanation relating to material departures

ii) That the directors have selected such accounting policies and applies themconsistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at the endof 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 ofadequate accounting records in accordance with the provisions of the companiesAct 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities and

iv) That the directors have prepared the annual accounts on a lsquoGoing Concernrsquo basisv) The company maintains adequate internal controls in order to operate effectively

v) PARTICULRS OF LOANS GUARANTEES AND INVESTMENTSDuring the year under review the company did not give any loans nor providedguarantees nor made investments covered under the provisions of section 186 ofthe companies Act 2013

Vedavaag Systems Limited

18th Annual Report 2015-2016 10

RISK MANAGEMENT POLICYThe Board formulated and implemented Risk Management Policy for the Company whichidentifies various elements of risks which in its opinion may threaten the existence of theCompany and measures to contain and mitigate risks The Company has adequate internalcontrol systems and procedures to combat the risk The Risk Management procedures arereviewed by the Board on quarterly basis at the time of review of performance of the Company

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARDA formal evaluation mechanism has been adopted for evaluating the performance of theBoard as well as performance of Committees and individual Directors Performance of allDirectors and the Company has been carried out by way of structured evaluation processCriteria for evaluation includes attendance and contribution at the meetings preparedness forthe meetings effective decision making ability etc

INTERNAL CONTROL SYSTEMSAdequate internal control systems commensurate with the nature of the Companyrsquos businesssize and complexity of its operations are in place and have been operating satisfactorilyInternal control systems comprising policies and procedures are designed to ensure reliabilityof financial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedures applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT ampREMUNERATION) RULES 2014The ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year under review has been marked as Annexure ll

Information under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

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

CORPORATE SOCIAL RESPONSIBILTY POLICYDuring the ficancial year the CSR Provisions of the Company Act 2013 have become applicableand the board has formed CSR Committee for defining the policy and future course of action

RELATED PARTY TRANSACTIONSRelated Party TransactionsAll related party transactions that were entered into during the financial year were on armrsquoslength basis and were in the ordinary course of the business There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnelor other designated persons which may have potential conflict with interest of the company atlarge and thus disclosure in Form AOC-2 is not required

Vedavaag Systems Limited

18th Annual Report 2015-2016 11

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONOF THE COMPANYThere are no material changes and commitments

STATUTORY AUDITORSThe Auditors MS Mahesh Virender and Sriram Chartered Accountants Hyderabad retire atthe conclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment The company has received letter from the auditors to the effect that theirappointment holds good as auditors if they are reappointed as statutory auditors

REPLIES TO AUDITORrsquoS REPORTSince the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments there was certain delay in depositing statutory dues However the efforts are inplace to overcome such instances

SECRETARIAL AUDIT REPORTPursuant to Section 204 of the companies Act 2013 and rules there under the board of directorsof the company appointed Mr N Lakshmi Narayana ACS No A34340 practicing Companysecretary to conduct secretarial audit of records and documents of the company

The Sectretarial audit report confirms that the company has generally complied with allapplicable provisons of the Acts Rules Regulations Guidelines etc applicable to the Companysubject to the following observations

1) Section 137 of the Companies Act 2013 has not been complied withReply The company has taken steps to file the Annual Returns of both the whollyowned subsidiaries

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

CASH FLOW STATEMENTCash flow statement for the year ended 31stMarch 2016 is attached with the annual auditedaccounts of the company

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

CHANGE IN THE NATURE OF BUSINESSThere is no change in the nature of business of the company during the year under review

In accordance with section 149(7) of the companiesrsquo act 2013 each Independent Directorconfirmed the company that he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 7: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 6

(viii) Members holding shares in physical form will then directly reach the Companyselection screen However members holding shares in demat form will now reachlsquoPassword Creationrsquo menu wherein they are required to mandatorily enter theirlogin password in the new password field Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other companyon which they are eligible to vote provided that company opts for e-voting throughCDSL platform It is strongly recommended not to share your password with anyother person and take utmost care to keep your password confidential

(ix) For Members holding shares in physical form the details can be used only for e-voting on the resolutions contained in this Notice

(x) Click on the EVSN for the relevant ltCompany Namegt on which you choose tovote

(xi) On the voting page you will see ldquoRESOLUTION DESCRIPTIONrdquo and againstthe same the option ldquoYESNOrdquo for voting Select the option YES or NO as desiredThe option YES implies that you assent to the Resolution and option NO impliesthat you dissent to the Resolution

(xii) Click on the ldquoRESOLUTIONS FILE LINKrdquo if you wish to view the entire Resolutiondetails

(xiii) After selecting the resolution you have decided to vote on click on ldquoSUBMITrdquo Aconfirmation box will be displayed If you wish to confirm your vote click onldquoOKrdquo else to change your vote click on ldquoCANCELrdquo and accordingly modify yourvote

(xiv) Once you ldquoCONFIRMrdquo your vote on the resolution you will not be allowed tomodify your vote

(xv) You can also take out print of the voting done by you by clicking on ldquoClick here toprintrdquo option on the Voting page

(xvi) If Demat account holder has forgotten the same password then Enter the User IDand the image verification code and click on Forgot Password amp enter the detailsas prompted by the system

(xvii) Note for Non ndash Individual Shareholders and Custodians

Non-Individual shareholders (ie other than Individuals HUF NRI etc) andCustodian are required to log on to wwwevotingindiacom and registerthemselves as Corporate

A scanned copy of the Registration Form bearing the stamp and sign of theentity should be emailed to helpdeskevotingcdslindiacom

After receiving the login details a compliance user should be created usingthe admin login and password The Compliance user would be able to linkthe account(s) for which they wish to vote on

The list of accounts should be mailed to helpdeskevotingcdslindiacomand on approval of the accounts they would be able to cast their vote

Vedavaag Systems Limited

18th Annual Report 2015-2016 7

A scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian if any should be uploaded inPDF format in the system for the scrutinizer to verify the same

(xviii) In case you have any queries or issues regarding e-voting you may refer theFrequently Asked Questions (ldquoFAQsrdquo) and e-voting manual available atwwwevotingindiacom under help section or write an email tohelpdeskevotingcdslindiacom

(xix) The results shall be declared on or after the AGM The results along with theScrutinizerrsquos Report shall also be placed on the website of the Company Incompliance with provisions of Section 108 of the Companies Act 2013 and Rule20 of the Companies (Management and Administration) Rules 2014 the Companyis pleased to provide members facility to exercise their right to vote at the 18thAnnual General Meeting (AGM) by electronic means and the business may betransacted through e-Voting Services provided by Ms Venture Capital andCorporate Investments Private Limited

11 The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date (record date) of 15th day ofSeptember 2016

12 The Register of Directorsrsquo and Key Managerial Personnel and their shareholdingmaintained under Section 170 of the Companies Act 2013 the Register of Contracts orarrangements in which the directors are interested under Section 189 of the CompaniesAct 2013 will be available for inspection at the AGM

13 Relevant documents referred to in the accompanying Notice as well as Annual Reportsand Annual Accounts of the Company are open for inspection at the Registered Officeof the Company during the office hours on all working days between 1000 AM to500 PM up to the date of Annual General Meeting

14 The Ministry of Corporate Affairs (vide circular nos 172011 and 182011 dated April 21and April 29 2011 respectively) has undertaken a lsquoGreen Initiative in CorporateGovernancersquo and allowed companies to share documents with its shareholders throughan electronic mode Members are requested to support this green initiative by registeringuploading their email addresses in respect of shares held in dematerialized form withtheir respective Depository Participant and in respect of shares held in physical formwith the Companyrsquos Registrar and Share Transfer Agents

By the order of the Board

J MURALI KRISHNAManaging Director

Place HyderabadDate 12082016

Vedavaag Systems Limited

18th Annual Report 2015-2016 8

DIRECTORrsquoS REPORTDear Members

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

March 2016

FINANCIAL RESULTS (Rs In lakhs)

Particulars 2015-16 2014-15Total Income 835838 670713Profit before Depreciation and Tax 136089 125134 Depreciation 72971 84708 Extraordinary Items - -Profit before Tax 63118 40426Provision for Tax 9339 11429Profit after Tax 53779 28997Balance brought forward from previous year 117876 115491Amount available for the appropriations 171655 117876Surplus carried forward 171655 117876

BUSINESS OUT LOOK AND MANAGEMENT DISCUSSIONYour Directors are pleased to share with you that your company has completed Eighteenyears and achieved a turnover of Rs8358 Crs during the year

MANAGEMENT DISCUSSION amp ANALYSISFinancial InclusionVedavaag has become the national Business Correspondent for State Bank of India apartfrom being BC for State Bank of Patiala This new addition is expected to facilitate multifoldgrowth in coverage area and volume of financial transaction services rendered by usWe are facilitating servicing for over 20 lakh house holds spread across 1500 panchayats inthe rural India We are keen to enhance our service portfolio into other areas such as BFSIhealth care and retailing to leverage our rural reachE-GovernanceVedavaag has been in the top 20 enrolment agencies in the country and facilitated Aadharenrolment services for over 15Cr population The company has been operating more than500 permanent enrolment centers to facilitate service in the neighbour hood of the rural citizenThe company is now participating in the Aadhar seeding program of the government to facilitatedirect benefit to the citizen as per the government policyAcquisition of Synaptic Software a rural primary agricultural cooperatives IT solution providerVedavaag is expanding its operations portfolio by acquiring a Primary Agricultural CooperativeSoftware and Implementation services company ldquoSynaptic systems private limitedrdquo Synaptichas a proven ERP for PACS and has completed two audit cycles of implementation for over100 PACs in AP The company similarly received mandate from five PACs in Telangana to dothe pilotAcross India over 1 lakh PACs are functional and with average IT infra cost per PAC atRs 5 lacs approximately this is considered to be a Rs 5000 Cr niche market place to operate

Vedavaag Systems Limited

18th Annual Report 2015-2016 9

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

SHARE CAPITALThe paid up Share capital of the company now stands at Rs141300000 represented by14130000 equity shares of Rs 10- each after exercise of option for conversion of FIVElakhs equity warrants by the promoter issued to him earlier on preferential basis

EXTRACT OF ANNUAL RETURNPursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companiesact 2013 read with rule 12 of the companies (Management and administration) rules 2014 theextract of annual return as at 31st March 2016 forms part of this report as annexure

RESERVES AND SURPLUSDuring the year under review the reserves and surplus stood at Rs 245322 Lakhs as comparedto Rs191543 Lakhs in the previous year

DIVIDEND ON EQUITYYour Directors do not recommend any appropriation towards dividend on equity share capitalfor the year ended 31st March 2016

FIXED DEPOSITSThe Company has not invitedaccepted any fixed deposits

DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanationobtained by them your Directors make the following in terms of section 134(5) of companiesact 2013

i) That in accordance with the preparation of the accounts for the financial yearended 31st March 2016 the applicable accounting standards have been followedalong with proper explanation relating to material departures

ii) That the directors have selected such accounting policies and applies themconsistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at the endof 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 ofadequate accounting records in accordance with the provisions of the companiesAct 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities and

iv) That the directors have prepared the annual accounts on a lsquoGoing Concernrsquo basisv) The company maintains adequate internal controls in order to operate effectively

v) PARTICULRS OF LOANS GUARANTEES AND INVESTMENTSDuring the year under review the company did not give any loans nor providedguarantees nor made investments covered under the provisions of section 186 ofthe companies Act 2013

Vedavaag Systems Limited

18th Annual Report 2015-2016 10

RISK MANAGEMENT POLICYThe Board formulated and implemented Risk Management Policy for the Company whichidentifies various elements of risks which in its opinion may threaten the existence of theCompany and measures to contain and mitigate risks The Company has adequate internalcontrol systems and procedures to combat the risk The Risk Management procedures arereviewed by the Board on quarterly basis at the time of review of performance of the Company

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARDA formal evaluation mechanism has been adopted for evaluating the performance of theBoard as well as performance of Committees and individual Directors Performance of allDirectors and the Company has been carried out by way of structured evaluation processCriteria for evaluation includes attendance and contribution at the meetings preparedness forthe meetings effective decision making ability etc

INTERNAL CONTROL SYSTEMSAdequate internal control systems commensurate with the nature of the Companyrsquos businesssize and complexity of its operations are in place and have been operating satisfactorilyInternal control systems comprising policies and procedures are designed to ensure reliabilityof financial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedures applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT ampREMUNERATION) RULES 2014The ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year under review has been marked as Annexure ll

Information under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

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

CORPORATE SOCIAL RESPONSIBILTY POLICYDuring the ficancial year the CSR Provisions of the Company Act 2013 have become applicableand the board has formed CSR Committee for defining the policy and future course of action

RELATED PARTY TRANSACTIONSRelated Party TransactionsAll related party transactions that were entered into during the financial year were on armrsquoslength basis and were in the ordinary course of the business There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnelor other designated persons which may have potential conflict with interest of the company atlarge and thus disclosure in Form AOC-2 is not required

Vedavaag Systems Limited

18th Annual Report 2015-2016 11

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONOF THE COMPANYThere are no material changes and commitments

STATUTORY AUDITORSThe Auditors MS Mahesh Virender and Sriram Chartered Accountants Hyderabad retire atthe conclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment The company has received letter from the auditors to the effect that theirappointment holds good as auditors if they are reappointed as statutory auditors

REPLIES TO AUDITORrsquoS REPORTSince the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments there was certain delay in depositing statutory dues However the efforts are inplace to overcome such instances

SECRETARIAL AUDIT REPORTPursuant to Section 204 of the companies Act 2013 and rules there under the board of directorsof the company appointed Mr N Lakshmi Narayana ACS No A34340 practicing Companysecretary to conduct secretarial audit of records and documents of the company

The Sectretarial audit report confirms that the company has generally complied with allapplicable provisons of the Acts Rules Regulations Guidelines etc applicable to the Companysubject to the following observations

1) Section 137 of the Companies Act 2013 has not been complied withReply The company has taken steps to file the Annual Returns of both the whollyowned subsidiaries

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

CASH FLOW STATEMENTCash flow statement for the year ended 31stMarch 2016 is attached with the annual auditedaccounts of the company

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

CHANGE IN THE NATURE OF BUSINESSThere is no change in the nature of business of the company during the year under review

In accordance with section 149(7) of the companiesrsquo act 2013 each Independent Directorconfirmed the company that he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 8: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 7

A scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian if any should be uploaded inPDF format in the system for the scrutinizer to verify the same

(xviii) In case you have any queries or issues regarding e-voting you may refer theFrequently Asked Questions (ldquoFAQsrdquo) and e-voting manual available atwwwevotingindiacom under help section or write an email tohelpdeskevotingcdslindiacom

(xix) The results shall be declared on or after the AGM The results along with theScrutinizerrsquos Report shall also be placed on the website of the Company Incompliance with provisions of Section 108 of the Companies Act 2013 and Rule20 of the Companies (Management and Administration) Rules 2014 the Companyis pleased to provide members facility to exercise their right to vote at the 18thAnnual General Meeting (AGM) by electronic means and the business may betransacted through e-Voting Services provided by Ms Venture Capital andCorporate Investments Private Limited

11 The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date (record date) of 15th day ofSeptember 2016

12 The Register of Directorsrsquo and Key Managerial Personnel and their shareholdingmaintained under Section 170 of the Companies Act 2013 the Register of Contracts orarrangements in which the directors are interested under Section 189 of the CompaniesAct 2013 will be available for inspection at the AGM

13 Relevant documents referred to in the accompanying Notice as well as Annual Reportsand Annual Accounts of the Company are open for inspection at the Registered Officeof the Company during the office hours on all working days between 1000 AM to500 PM up to the date of Annual General Meeting

14 The Ministry of Corporate Affairs (vide circular nos 172011 and 182011 dated April 21and April 29 2011 respectively) has undertaken a lsquoGreen Initiative in CorporateGovernancersquo and allowed companies to share documents with its shareholders throughan electronic mode Members are requested to support this green initiative by registeringuploading their email addresses in respect of shares held in dematerialized form withtheir respective Depository Participant and in respect of shares held in physical formwith the Companyrsquos Registrar and Share Transfer Agents

By the order of the Board

J MURALI KRISHNAManaging Director

Place HyderabadDate 12082016

Vedavaag Systems Limited

18th Annual Report 2015-2016 8

DIRECTORrsquoS REPORTDear Members

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

March 2016

FINANCIAL RESULTS (Rs In lakhs)

Particulars 2015-16 2014-15Total Income 835838 670713Profit before Depreciation and Tax 136089 125134 Depreciation 72971 84708 Extraordinary Items - -Profit before Tax 63118 40426Provision for Tax 9339 11429Profit after Tax 53779 28997Balance brought forward from previous year 117876 115491Amount available for the appropriations 171655 117876Surplus carried forward 171655 117876

BUSINESS OUT LOOK AND MANAGEMENT DISCUSSIONYour Directors are pleased to share with you that your company has completed Eighteenyears and achieved a turnover of Rs8358 Crs during the year

MANAGEMENT DISCUSSION amp ANALYSISFinancial InclusionVedavaag has become the national Business Correspondent for State Bank of India apartfrom being BC for State Bank of Patiala This new addition is expected to facilitate multifoldgrowth in coverage area and volume of financial transaction services rendered by usWe are facilitating servicing for over 20 lakh house holds spread across 1500 panchayats inthe rural India We are keen to enhance our service portfolio into other areas such as BFSIhealth care and retailing to leverage our rural reachE-GovernanceVedavaag has been in the top 20 enrolment agencies in the country and facilitated Aadharenrolment services for over 15Cr population The company has been operating more than500 permanent enrolment centers to facilitate service in the neighbour hood of the rural citizenThe company is now participating in the Aadhar seeding program of the government to facilitatedirect benefit to the citizen as per the government policyAcquisition of Synaptic Software a rural primary agricultural cooperatives IT solution providerVedavaag is expanding its operations portfolio by acquiring a Primary Agricultural CooperativeSoftware and Implementation services company ldquoSynaptic systems private limitedrdquo Synaptichas a proven ERP for PACS and has completed two audit cycles of implementation for over100 PACs in AP The company similarly received mandate from five PACs in Telangana to dothe pilotAcross India over 1 lakh PACs are functional and with average IT infra cost per PAC atRs 5 lacs approximately this is considered to be a Rs 5000 Cr niche market place to operate

Vedavaag Systems Limited

18th Annual Report 2015-2016 9

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

SHARE CAPITALThe paid up Share capital of the company now stands at Rs141300000 represented by14130000 equity shares of Rs 10- each after exercise of option for conversion of FIVElakhs equity warrants by the promoter issued to him earlier on preferential basis

EXTRACT OF ANNUAL RETURNPursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companiesact 2013 read with rule 12 of the companies (Management and administration) rules 2014 theextract of annual return as at 31st March 2016 forms part of this report as annexure

RESERVES AND SURPLUSDuring the year under review the reserves and surplus stood at Rs 245322 Lakhs as comparedto Rs191543 Lakhs in the previous year

DIVIDEND ON EQUITYYour Directors do not recommend any appropriation towards dividend on equity share capitalfor the year ended 31st March 2016

FIXED DEPOSITSThe Company has not invitedaccepted any fixed deposits

DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanationobtained by them your Directors make the following in terms of section 134(5) of companiesact 2013

i) That in accordance with the preparation of the accounts for the financial yearended 31st March 2016 the applicable accounting standards have been followedalong with proper explanation relating to material departures

ii) That the directors have selected such accounting policies and applies themconsistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at the endof 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 ofadequate accounting records in accordance with the provisions of the companiesAct 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities and

iv) That the directors have prepared the annual accounts on a lsquoGoing Concernrsquo basisv) The company maintains adequate internal controls in order to operate effectively

v) PARTICULRS OF LOANS GUARANTEES AND INVESTMENTSDuring the year under review the company did not give any loans nor providedguarantees nor made investments covered under the provisions of section 186 ofthe companies Act 2013

Vedavaag Systems Limited

18th Annual Report 2015-2016 10

RISK MANAGEMENT POLICYThe Board formulated and implemented Risk Management Policy for the Company whichidentifies various elements of risks which in its opinion may threaten the existence of theCompany and measures to contain and mitigate risks The Company has adequate internalcontrol systems and procedures to combat the risk The Risk Management procedures arereviewed by the Board on quarterly basis at the time of review of performance of the Company

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARDA formal evaluation mechanism has been adopted for evaluating the performance of theBoard as well as performance of Committees and individual Directors Performance of allDirectors and the Company has been carried out by way of structured evaluation processCriteria for evaluation includes attendance and contribution at the meetings preparedness forthe meetings effective decision making ability etc

INTERNAL CONTROL SYSTEMSAdequate internal control systems commensurate with the nature of the Companyrsquos businesssize and complexity of its operations are in place and have been operating satisfactorilyInternal control systems comprising policies and procedures are designed to ensure reliabilityof financial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedures applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT ampREMUNERATION) RULES 2014The ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year under review has been marked as Annexure ll

Information under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

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

CORPORATE SOCIAL RESPONSIBILTY POLICYDuring the ficancial year the CSR Provisions of the Company Act 2013 have become applicableand the board has formed CSR Committee for defining the policy and future course of action

RELATED PARTY TRANSACTIONSRelated Party TransactionsAll related party transactions that were entered into during the financial year were on armrsquoslength basis and were in the ordinary course of the business There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnelor other designated persons which may have potential conflict with interest of the company atlarge and thus disclosure in Form AOC-2 is not required

Vedavaag Systems Limited

18th Annual Report 2015-2016 11

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONOF THE COMPANYThere are no material changes and commitments

STATUTORY AUDITORSThe Auditors MS Mahesh Virender and Sriram Chartered Accountants Hyderabad retire atthe conclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment The company has received letter from the auditors to the effect that theirappointment holds good as auditors if they are reappointed as statutory auditors

REPLIES TO AUDITORrsquoS REPORTSince the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments there was certain delay in depositing statutory dues However the efforts are inplace to overcome such instances

SECRETARIAL AUDIT REPORTPursuant to Section 204 of the companies Act 2013 and rules there under the board of directorsof the company appointed Mr N Lakshmi Narayana ACS No A34340 practicing Companysecretary to conduct secretarial audit of records and documents of the company

The Sectretarial audit report confirms that the company has generally complied with allapplicable provisons of the Acts Rules Regulations Guidelines etc applicable to the Companysubject to the following observations

1) Section 137 of the Companies Act 2013 has not been complied withReply The company has taken steps to file the Annual Returns of both the whollyowned subsidiaries

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

CASH FLOW STATEMENTCash flow statement for the year ended 31stMarch 2016 is attached with the annual auditedaccounts of the company

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

CHANGE IN THE NATURE OF BUSINESSThere is no change in the nature of business of the company during the year under review

In accordance with section 149(7) of the companiesrsquo act 2013 each Independent Directorconfirmed the company that he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 9: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 8

DIRECTORrsquoS REPORTDear Members

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

March 2016

FINANCIAL RESULTS (Rs In lakhs)

Particulars 2015-16 2014-15Total Income 835838 670713Profit before Depreciation and Tax 136089 125134 Depreciation 72971 84708 Extraordinary Items - -Profit before Tax 63118 40426Provision for Tax 9339 11429Profit after Tax 53779 28997Balance brought forward from previous year 117876 115491Amount available for the appropriations 171655 117876Surplus carried forward 171655 117876

BUSINESS OUT LOOK AND MANAGEMENT DISCUSSIONYour Directors are pleased to share with you that your company has completed Eighteenyears and achieved a turnover of Rs8358 Crs during the year

MANAGEMENT DISCUSSION amp ANALYSISFinancial InclusionVedavaag has become the national Business Correspondent for State Bank of India apartfrom being BC for State Bank of Patiala This new addition is expected to facilitate multifoldgrowth in coverage area and volume of financial transaction services rendered by usWe are facilitating servicing for over 20 lakh house holds spread across 1500 panchayats inthe rural India We are keen to enhance our service portfolio into other areas such as BFSIhealth care and retailing to leverage our rural reachE-GovernanceVedavaag has been in the top 20 enrolment agencies in the country and facilitated Aadharenrolment services for over 15Cr population The company has been operating more than500 permanent enrolment centers to facilitate service in the neighbour hood of the rural citizenThe company is now participating in the Aadhar seeding program of the government to facilitatedirect benefit to the citizen as per the government policyAcquisition of Synaptic Software a rural primary agricultural cooperatives IT solution providerVedavaag is expanding its operations portfolio by acquiring a Primary Agricultural CooperativeSoftware and Implementation services company ldquoSynaptic systems private limitedrdquo Synaptichas a proven ERP for PACS and has completed two audit cycles of implementation for over100 PACs in AP The company similarly received mandate from five PACs in Telangana to dothe pilotAcross India over 1 lakh PACs are functional and with average IT infra cost per PAC atRs 5 lacs approximately this is considered to be a Rs 5000 Cr niche market place to operate

Vedavaag Systems Limited

18th Annual Report 2015-2016 9

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

SHARE CAPITALThe paid up Share capital of the company now stands at Rs141300000 represented by14130000 equity shares of Rs 10- each after exercise of option for conversion of FIVElakhs equity warrants by the promoter issued to him earlier on preferential basis

EXTRACT OF ANNUAL RETURNPursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companiesact 2013 read with rule 12 of the companies (Management and administration) rules 2014 theextract of annual return as at 31st March 2016 forms part of this report as annexure

RESERVES AND SURPLUSDuring the year under review the reserves and surplus stood at Rs 245322 Lakhs as comparedto Rs191543 Lakhs in the previous year

DIVIDEND ON EQUITYYour Directors do not recommend any appropriation towards dividend on equity share capitalfor the year ended 31st March 2016

FIXED DEPOSITSThe Company has not invitedaccepted any fixed deposits

DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanationobtained by them your Directors make the following in terms of section 134(5) of companiesact 2013

i) That in accordance with the preparation of the accounts for the financial yearended 31st March 2016 the applicable accounting standards have been followedalong with proper explanation relating to material departures

ii) That the directors have selected such accounting policies and applies themconsistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at the endof 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 ofadequate accounting records in accordance with the provisions of the companiesAct 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities and

iv) That the directors have prepared the annual accounts on a lsquoGoing Concernrsquo basisv) The company maintains adequate internal controls in order to operate effectively

v) PARTICULRS OF LOANS GUARANTEES AND INVESTMENTSDuring the year under review the company did not give any loans nor providedguarantees nor made investments covered under the provisions of section 186 ofthe companies Act 2013

Vedavaag Systems Limited

18th Annual Report 2015-2016 10

RISK MANAGEMENT POLICYThe Board formulated and implemented Risk Management Policy for the Company whichidentifies various elements of risks which in its opinion may threaten the existence of theCompany and measures to contain and mitigate risks The Company has adequate internalcontrol systems and procedures to combat the risk The Risk Management procedures arereviewed by the Board on quarterly basis at the time of review of performance of the Company

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARDA formal evaluation mechanism has been adopted for evaluating the performance of theBoard as well as performance of Committees and individual Directors Performance of allDirectors and the Company has been carried out by way of structured evaluation processCriteria for evaluation includes attendance and contribution at the meetings preparedness forthe meetings effective decision making ability etc

INTERNAL CONTROL SYSTEMSAdequate internal control systems commensurate with the nature of the Companyrsquos businesssize and complexity of its operations are in place and have been operating satisfactorilyInternal control systems comprising policies and procedures are designed to ensure reliabilityof financial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedures applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT ampREMUNERATION) RULES 2014The ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year under review has been marked as Annexure ll

Information under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

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

CORPORATE SOCIAL RESPONSIBILTY POLICYDuring the ficancial year the CSR Provisions of the Company Act 2013 have become applicableand the board has formed CSR Committee for defining the policy and future course of action

RELATED PARTY TRANSACTIONSRelated Party TransactionsAll related party transactions that were entered into during the financial year were on armrsquoslength basis and were in the ordinary course of the business There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnelor other designated persons which may have potential conflict with interest of the company atlarge and thus disclosure in Form AOC-2 is not required

Vedavaag Systems Limited

18th Annual Report 2015-2016 11

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONOF THE COMPANYThere are no material changes and commitments

STATUTORY AUDITORSThe Auditors MS Mahesh Virender and Sriram Chartered Accountants Hyderabad retire atthe conclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment The company has received letter from the auditors to the effect that theirappointment holds good as auditors if they are reappointed as statutory auditors

REPLIES TO AUDITORrsquoS REPORTSince the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments there was certain delay in depositing statutory dues However the efforts are inplace to overcome such instances

SECRETARIAL AUDIT REPORTPursuant to Section 204 of the companies Act 2013 and rules there under the board of directorsof the company appointed Mr N Lakshmi Narayana ACS No A34340 practicing Companysecretary to conduct secretarial audit of records and documents of the company

The Sectretarial audit report confirms that the company has generally complied with allapplicable provisons of the Acts Rules Regulations Guidelines etc applicable to the Companysubject to the following observations

1) Section 137 of the Companies Act 2013 has not been complied withReply The company has taken steps to file the Annual Returns of both the whollyowned subsidiaries

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

CASH FLOW STATEMENTCash flow statement for the year ended 31stMarch 2016 is attached with the annual auditedaccounts of the company

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

CHANGE IN THE NATURE OF BUSINESSThere is no change in the nature of business of the company during the year under review

In accordance with section 149(7) of the companiesrsquo act 2013 each Independent Directorconfirmed the company that he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 10: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 9

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

SHARE CAPITALThe paid up Share capital of the company now stands at Rs141300000 represented by14130000 equity shares of Rs 10- each after exercise of option for conversion of FIVElakhs equity warrants by the promoter issued to him earlier on preferential basis

EXTRACT OF ANNUAL RETURNPursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companiesact 2013 read with rule 12 of the companies (Management and administration) rules 2014 theextract of annual return as at 31st March 2016 forms part of this report as annexure

RESERVES AND SURPLUSDuring the year under review the reserves and surplus stood at Rs 245322 Lakhs as comparedto Rs191543 Lakhs in the previous year

DIVIDEND ON EQUITYYour Directors do not recommend any appropriation towards dividend on equity share capitalfor the year ended 31st March 2016

FIXED DEPOSITSThe Company has not invitedaccepted any fixed deposits

DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanationobtained by them your Directors make the following in terms of section 134(5) of companiesact 2013

i) That in accordance with the preparation of the accounts for the financial yearended 31st March 2016 the applicable accounting standards have been followedalong with proper explanation relating to material departures

ii) That the directors have selected such accounting policies and applies themconsistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at the endof 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 ofadequate accounting records in accordance with the provisions of the companiesAct 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities and

iv) That the directors have prepared the annual accounts on a lsquoGoing Concernrsquo basisv) The company maintains adequate internal controls in order to operate effectively

v) PARTICULRS OF LOANS GUARANTEES AND INVESTMENTSDuring the year under review the company did not give any loans nor providedguarantees nor made investments covered under the provisions of section 186 ofthe companies Act 2013

Vedavaag Systems Limited

18th Annual Report 2015-2016 10

RISK MANAGEMENT POLICYThe Board formulated and implemented Risk Management Policy for the Company whichidentifies various elements of risks which in its opinion may threaten the existence of theCompany and measures to contain and mitigate risks The Company has adequate internalcontrol systems and procedures to combat the risk The Risk Management procedures arereviewed by the Board on quarterly basis at the time of review of performance of the Company

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARDA formal evaluation mechanism has been adopted for evaluating the performance of theBoard as well as performance of Committees and individual Directors Performance of allDirectors and the Company has been carried out by way of structured evaluation processCriteria for evaluation includes attendance and contribution at the meetings preparedness forthe meetings effective decision making ability etc

INTERNAL CONTROL SYSTEMSAdequate internal control systems commensurate with the nature of the Companyrsquos businesssize and complexity of its operations are in place and have been operating satisfactorilyInternal control systems comprising policies and procedures are designed to ensure reliabilityof financial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedures applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT ampREMUNERATION) RULES 2014The ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year under review has been marked as Annexure ll

Information under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

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

CORPORATE SOCIAL RESPONSIBILTY POLICYDuring the ficancial year the CSR Provisions of the Company Act 2013 have become applicableand the board has formed CSR Committee for defining the policy and future course of action

RELATED PARTY TRANSACTIONSRelated Party TransactionsAll related party transactions that were entered into during the financial year were on armrsquoslength basis and were in the ordinary course of the business There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnelor other designated persons which may have potential conflict with interest of the company atlarge and thus disclosure in Form AOC-2 is not required

Vedavaag Systems Limited

18th Annual Report 2015-2016 11

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONOF THE COMPANYThere are no material changes and commitments

STATUTORY AUDITORSThe Auditors MS Mahesh Virender and Sriram Chartered Accountants Hyderabad retire atthe conclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment The company has received letter from the auditors to the effect that theirappointment holds good as auditors if they are reappointed as statutory auditors

REPLIES TO AUDITORrsquoS REPORTSince the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments there was certain delay in depositing statutory dues However the efforts are inplace to overcome such instances

SECRETARIAL AUDIT REPORTPursuant to Section 204 of the companies Act 2013 and rules there under the board of directorsof the company appointed Mr N Lakshmi Narayana ACS No A34340 practicing Companysecretary to conduct secretarial audit of records and documents of the company

The Sectretarial audit report confirms that the company has generally complied with allapplicable provisons of the Acts Rules Regulations Guidelines etc applicable to the Companysubject to the following observations

1) Section 137 of the Companies Act 2013 has not been complied withReply The company has taken steps to file the Annual Returns of both the whollyowned subsidiaries

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

CASH FLOW STATEMENTCash flow statement for the year ended 31stMarch 2016 is attached with the annual auditedaccounts of the company

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

CHANGE IN THE NATURE OF BUSINESSThere is no change in the nature of business of the company during the year under review

In accordance with section 149(7) of the companiesrsquo act 2013 each Independent Directorconfirmed the company that he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 11: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 10

RISK MANAGEMENT POLICYThe Board formulated and implemented Risk Management Policy for the Company whichidentifies various elements of risks which in its opinion may threaten the existence of theCompany and measures to contain and mitigate risks The Company has adequate internalcontrol systems and procedures to combat the risk The Risk Management procedures arereviewed by the Board on quarterly basis at the time of review of performance of the Company

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARDA formal evaluation mechanism has been adopted for evaluating the performance of theBoard as well as performance of Committees and individual Directors Performance of allDirectors and the Company has been carried out by way of structured evaluation processCriteria for evaluation includes attendance and contribution at the meetings preparedness forthe meetings effective decision making ability etc

INTERNAL CONTROL SYSTEMSAdequate internal control systems commensurate with the nature of the Companyrsquos businesssize and complexity of its operations are in place and have been operating satisfactorilyInternal control systems comprising policies and procedures are designed to ensure reliabilityof financial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedures applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT ampREMUNERATION) RULES 2014The ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year under review has been marked as Annexure ll

Information under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

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

CORPORATE SOCIAL RESPONSIBILTY POLICYDuring the ficancial year the CSR Provisions of the Company Act 2013 have become applicableand the board has formed CSR Committee for defining the policy and future course of action

RELATED PARTY TRANSACTIONSRelated Party TransactionsAll related party transactions that were entered into during the financial year were on armrsquoslength basis and were in the ordinary course of the business There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnelor other designated persons which may have potential conflict with interest of the company atlarge and thus disclosure in Form AOC-2 is not required

Vedavaag Systems Limited

18th Annual Report 2015-2016 11

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONOF THE COMPANYThere are no material changes and commitments

STATUTORY AUDITORSThe Auditors MS Mahesh Virender and Sriram Chartered Accountants Hyderabad retire atthe conclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment The company has received letter from the auditors to the effect that theirappointment holds good as auditors if they are reappointed as statutory auditors

REPLIES TO AUDITORrsquoS REPORTSince the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments there was certain delay in depositing statutory dues However the efforts are inplace to overcome such instances

SECRETARIAL AUDIT REPORTPursuant to Section 204 of the companies Act 2013 and rules there under the board of directorsof the company appointed Mr N Lakshmi Narayana ACS No A34340 practicing Companysecretary to conduct secretarial audit of records and documents of the company

The Sectretarial audit report confirms that the company has generally complied with allapplicable provisons of the Acts Rules Regulations Guidelines etc applicable to the Companysubject to the following observations

1) Section 137 of the Companies Act 2013 has not been complied withReply The company has taken steps to file the Annual Returns of both the whollyowned subsidiaries

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

CASH FLOW STATEMENTCash flow statement for the year ended 31stMarch 2016 is attached with the annual auditedaccounts of the company

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

CHANGE IN THE NATURE OF BUSINESSThere is no change in the nature of business of the company during the year under review

In accordance with section 149(7) of the companiesrsquo act 2013 each Independent Directorconfirmed the company that he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 12: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 11

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONOF THE COMPANYThere are no material changes and commitments

STATUTORY AUDITORSThe Auditors MS Mahesh Virender and Sriram Chartered Accountants Hyderabad retire atthe conclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment The company has received letter from the auditors to the effect that theirappointment holds good as auditors if they are reappointed as statutory auditors

REPLIES TO AUDITORrsquoS REPORTSince the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments there was certain delay in depositing statutory dues However the efforts are inplace to overcome such instances

SECRETARIAL AUDIT REPORTPursuant to Section 204 of the companies Act 2013 and rules there under the board of directorsof the company appointed Mr N Lakshmi Narayana ACS No A34340 practicing Companysecretary to conduct secretarial audit of records and documents of the company

The Sectretarial audit report confirms that the company has generally complied with allapplicable provisons of the Acts Rules Regulations Guidelines etc applicable to the Companysubject to the following observations

1) Section 137 of the Companies Act 2013 has not been complied withReply The company has taken steps to file the Annual Returns of both the whollyowned subsidiaries

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

CASH FLOW STATEMENTCash flow statement for the year ended 31stMarch 2016 is attached with the annual auditedaccounts of the company

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

CHANGE IN THE NATURE OF BUSINESSThere is no change in the nature of business of the company during the year under review

In accordance with section 149(7) of the companiesrsquo act 2013 each Independent Directorconfirmed the company that he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 13: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 12

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

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

NUMBER OF BOARD MEETINGSThe Board of Directors met ten (10) times during the year under review Details of Boardmeeting are laid out in Corporate Governance Report which forms part of Annual Report

AUDIT COMMITEEThe Audit Committee of the Board of Directors consists of all Independent Directors TheBoard has accepted all the recommendation made by audit committee during the year Theaudit committee met 4 times during the year

CORPORATE GOVERNANCECorporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGOThe required information as per section 134(3)(m) of the companies Act 2013 is providedhere under

1 Conservation of Energy

The operations of the company involve low energy consumption adequate measures howeverhave been taken to conserve energy

i) Technology Absorption

Since business and technologies are changing constantly investment in researchand development activities is of paramount importance Your company continues itsfocus on quality up gradation of product and services development

Foreign Exchange Income and Out go

Foreign Exchange 2015-2016 2014-2015

Income - -

Out Go - -

PERSONNELAs regards information pursuant to section 197(12) of the companies act 2013 read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) there are no employees governed by the said provisions

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 14: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 13

INDUSTRIAL RELATIONSIndustrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACYAdequate internal control systems are in vogue commensurate with the size of the operationsof the organization Continuous efforts are being made by constant review to improve thesame

DECLARATIONThe Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act 2013 The Company has not committed any of the defaults undersection 164 of companies Act 2013 disqualifying the directors to act as directors of otherpublic Limited Companies

APPRECIATIONYour Directors take this opportunity to thank all the investors business partners clients bankersregulatory and Government authorities Stock exchanges and employees for their continuessupport and confidence in the company

Place Hyderabad For amp on behalf of the boardDate 12082016 Sd Sd

JSR Durga Prasad JMurali KrishnaChairman Managing Director

CAUTIONARY STATEMENTStatements made in the Management Discussion and AnalysisReport relating the Companyrsquos objectives projections outlook expectations estimates etcmay constitute lsquoforward looking statementsrsquo within the meaning of applicable laws andregulations These statements are based on certain assumptions in respect of future eventsand Company assumes no responsibility in case the actual results differ materially due tochange in internal or external factors

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 15: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 14

Form No MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 3132016

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

CIN L72200TG1998PLC029240

Registration Date 16th APRIL 1998

Name of the Company VEDAVAAG SYSTEMS LIMTEDCategory Sub-Category of the COMPANY LIMITED BY SHARESCompany (INDIAN NON GOVERNMENT COMPANY)Address of the Registered office 1-90-813 103 West Blockand contact details SIRI SAI ORCHIDHITECH CITY

MADHAPUR HYDERABADTELANGANAINDIA- 500081

Whether listed company YesName Address and Contact MS VENTURECAPITAL AND CORPORATEdetails of Registrar and Transfer INVESTMENTS PVT LTDBHARAT NAGAR-Agent if any HYDERABAD - 500018

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the companyshall be stated-

Sr Name and Description of NIC Code of the to total turnoverNo main products services Product service of the company

1 IT SALES AND SERVICES 620 100

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr Name And Address CINGLN Holding of ApplicableNo Of The Company Subsidiary shares Section

Associate held

1 VAGDEVI SARK EDUTECH U72200TG2010PTC069872 Subsidiary 100 Section 2(87)PRIVATE LIMITED

2 VEDAVAG COMMON U74140TG2007PTC056084 Subsidiary 100 Section2(87)SERVICE CENTRESPRIVATE LIMITED

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 16: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 15

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage ofTotal Equity)

i Category-wise Share Holding

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total ot total Demat Physical Total ot totalshares shares

A Promoter1) Indiana) Individual 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392

HUFb) Central Govtc) State Govt(s)d) Bodies Corpe) Banks FIf) Any OtherSub-total(A)(1)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 3922) Foreigng) NRIs-Individualsh) Other-Individualsi) Bodies Corpj) Banks FIk) Any OtherhellipSub-total (A)(2)- 1790319 713300 2503619 1837 3026626 123300 3149926 2229 392Total (A) = (A1+A2)B Public

Shareholding1 Institutionsa) Mutual Fundsb) Banks FIc) Central Govtd) State Govt(s)e) Venture Capital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)Sub-total (B)(1)

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 17: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 16

Category No of Shares held at the beginning No of Shares held at the end Changeof Share at the year of the year during theHolders year

Demat Physical Total of total Demat Physical Total of totalshares shares

2 Non Institutionsa) Bodies Corp

(i) Indian

(ii) Overseas 508822 700000 1208822 887 1267308 1267308 897 010

b) Individuals

(i) Individualshareholdersholding nominalshare capitalupto Rs 1 lakh 2374158 461435 2835593 2080 3071372 497735 3569107 2526 446

c) Individuals

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 1 lakh 3704262 3152000 6856262 5030 5878581 108100 5986681 4237 -793

d) Others(Specify) 225704 0 225704 166 156978 0 156978 111 -055

Sub-total (B)(2) 6812946 4313435 11126381 8163 10374239 605835 10980074 7771 -392

Total PublicShareholding(B)=(B)(1)+ (B)(2) 9193265 4436735 13630000 100 12900865 605835 14130000 100

C Shares heldby Custodianfor GDRs ampADRsGrand Total(A+B+C) 9193265 4436735 13630000 100 12900865 1229135 14130000 100

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 18: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 17

ii Shareholding of PromotersSl Share Holderrsquos Name Share holding at the beginning Share holding at the end ChangeNo of the year end of the year in Share

Noof of total of Noof of total of holding duringshares Shares of shares shares Shares of shares the year

the pledged the pledgedcompany encum- company encum-

bered to bered tototal total

shares shares

1 J MURALI KRIHNA 1598712 1173 0 1598712 1131 0 -

2 JSR DURGA PRASAD 711400 522 0 1357707 961 0 439

3 SUJATA JONNAVITTULA 65607 048 0 65607 046 0 -

4 A RAVIKISHORE 27000 020 0 27000 019 0 -

5 BH SARADA 19800 015 0 19800 014 0 -

6 A JAYASREE 12500 009 0 12500 009 0 -

7 D RAMADEVI 12500 009 0 12500 009 0 -

8 J SWARAJYA LAKSHMI 6500 005 0 6500 005 0 -

9 DVRS SASTRY 30000 022 0 30000 021 0 -

10 J SITA MAHA LAKSHMI 4600 003 0 4600 003 0 -

11 S NIRMALA 15000 011 0 15000 011 0 -

Total 2503619 1837 0 3149926 2229 0 -

NoteThere has been increase in the number of shares held by the promoter MrJSRDurgaPrasad is pursuant to conversion of 500000 warrants into equity shares as on 30th March2016 the same has been reported for quarter ended 31st March 2016

The listing of equity shares is in process

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 19: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 18

iii Change in Promotersrsquo Shareholding ( please specify if there is no change)

Sl Particulars Share holding at the beginning Cumulative ShareholdingNo of the year

JSR Durga Prasad No of shares o f Total Shares No of shares of Total Sharesof the company of the company

At the beginning of the year 711400 522 711400 522

A Purchased from market during the year 146307 107 857707 629

B Conversion of warrants in toequity shares on 30th March2016 500000 354 1357707 961

At the End of the year 1357707 961 1357707 961

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promotersand Holders of GDRs and ADRs)

For each of the to 10 shareholders Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

1) Prabhavati Prabhala

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

2) Janaki Lakshmi R

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

3) Atlanta International Ltd

At the beginning of the year 500000 367

Purchase (Sale) during theyear - -

At the end of the year 500000 354

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 20: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 19

Share holding at the beginning Cumulative Shareholding PARTICULARS of the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

4) Rajendra Wadekar 273389 201

At the beginning of the year

Purchase (Sale) during theyear -95328 -067

At the end of the year 178061 126

5) KLK Electrical Ltd

At the beginning of the year 200000 147

Purchase (Sale) during theyear

At the end of the year 200000 142

6) PSRamakrishna Sarma

At the beginning of the year 250000 183

Purchase (Sale) during theyear -70000 -050

At the end of the year 180000 127 7) Murali Mohan Pannala

At the beginning of the year 200000 147

Purchase (Sale) during theyear 5000 004At the end of the year 205000 145

8) Vidya S Jonnalagadda

At the beginning of the year 201729 148 Purchase (Sale) during the

year -40220 -028

At the end of the year 161509 114 9) JSrinivasa Murthy

At the beginning of the year 210000 154

Purchase (Sale) during theyear -49440 -034

At the end of the year 160560 114

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 21: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 20

PARTICULARS Share holding at the beginning Cumulative Shareholdingof the year

No of shares of Total Shares No of shares of Total Sharesof the company of the company

10)Rupali Samir Patel At the beginning of the year 226713 166 Purchase (Sale) during the

year -26713 -019

At the end of the year 200000 142Note There has been incrase in the number of shares held by the ptomoter MrJSRDurga

Prasad is pursuant to conversion of 500000 warrants into equity shares as on 30th

March 2016 the listing of shares is in process

V) INDEBTEDNESSIndebtedness of the Company including interest outstandingaccrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

notTotal (i+ii+iii) - - - -

Change in Indebtednessduring the financial year- Addition - - - -- Reduction - - - -Net Change - - - -

Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not - - - -

paidiii) Interest accrued but - - - -

not dueTotal (i+ii+iii) - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 22: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 21

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole-time Directors andor Manager

Sl Particulars of Name of MDWTD Manager TotalNo Remuneration J Murali Krishna Amount1 Gross salarySalary as per

provisions contained in section17(1) of the Income-taxAct1961 1440000 1440000

2 b) Value of perquisites us17(2)Income-tax Act1961 360000 360000

3 Profits in lieu of salary undersection 17(3) Income- tax Act1961

4 Stock Option5 Sweat Equity 6 Commission 289972 289972

- as of profit- others specifyhellip

7 Others please specify8 Total (B) 2089972 2089972

Ceiling as per the Act 2474519

A Remuneration to other DirectorsSl Particulars of Name of Directors TotalNo Remuneration Amount Rs

V Umapathi B Locabhiram GT Murthy3 Independent Directors 18000 18000 15000 51000

bull Fee for attending board committee meetingsbull Commissionbull Others please specifyTotal (1) 18000 18000 15000 51000

4 Other Non-Executive Directors JSRD Prasad J Sujathabull Fee for attending board 30000 9000 39000 committee meetingsbull Commissionbull Others please specify

Total (2)Total (B) = (1)+(2) 48000 27000 15000 90000Total Managerial Remuneration Overall Ceiling as per the Act (as per the Act 1of profit

calculated us 198 of the companies act 2013)

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 23: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 22

B Remuneration to other Directors key managerial personnel other than MDMANAGERWTD

SNo Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct 1961 - - - -

(b) Value of perquisites us 17(2)Income-tax Act 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as of profit

- others specifyhellip - - - -

5 Others please specify - - - -

Total (A) - - - -

I PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

Section of Details ofType the Brief Penalty Authority Appeal

Companies Description Punishment (RD NCLT made if anyAct Compounding Court) (give Details)

fees imposed

Penalty - - - - -

Punishment mdash - - - -

Compounding - - - - -

COTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 24: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 23

CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement compliance with therequirement of corporate governance is set out below

1 Companyrsquos Philosophy on Code of GovernanceCorporate Governance contains a set of principles process and systems to be followedby the Directors Management and all employees of the company for increasing theshareholderrsquos value keeping in view of other stakeholders While adhering to the abovethe company is committed to integrity accountability transparency and compliancewith laws in all dealings with the government customers employees other stakeholdersand general public

2 Governance StructureThe corporate governance structure of vedavaag systems Limited is as follows

a) Board of Directors The Board of Directors are entrusted with an ultimateresponsibility of the management directors and performance of the company Asits primary role is fiduciary in nature the board provides leadership to the companymanagement while discharging its company responsibilities

b) Committees of the Board The Board has constituted the following committeesvizAudit committee remuneration committee Investor grievance and sharetransfer committee CSR Committee Each of the said committee has beenmandated to operate within a given framework

3 Board Composition Composition of Board

Category No of Directors Percentage

Executive Promoter Director 1 17

Non ndashexecutive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

SriJSR Durga Prasad Chaired the Board Meetings and Annual General Meetings TheChairman being a Non-executive Director(promoter) of the company the Board has 23rd of itsstrength comprising of Independent and non executive Directors Non-executive Directors donot have any pecuniary relationship with the company except as stated below

SNo Name of Director No of Equity shares held

1 SriV Umapthi 32500

2 SriGTMurthy 1000

3 SriBLocabhiram NIL

4 Smt JSujata 65607

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 25: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 24

The Functions responsibility role and accountability of the board are well defined The detailedreports of the companyrsquos activities are placed before the board for effective decision- makingVarious committees support the board in its functions The Board of Directors and itscommittees meet at regular intervals The Board has constituted three committees VIZ AuditCommittee Share Transfer and Shareholderrsquos Grievance Committee and RemunerationCommittee

MEETING OF INDEPENDENT DIRECTORS

During the Financial Year 2015-16 the Independent Directors of Vedavaag met only one timedated 30th t March 2016 in executive sessions without presence of Executive Directors andother members of management The Company is ready to facilitate more such sessions asand when required by the Independent directors

During these sessions the Independent Directors reviewed the performance of seniormanagement Independent and Non- Independent Directors including the Chairman and theBoard as a whole They also assessed the quality and adequacy of the information betweenthe Companyrsquos Management and the Board

The Independent Directors also discuss the performance of the company agenda of meetingsstrategy risks competition and succession planning for the Board and the Senior Management

Board Meetings Held During the Year 2015-2016

The Companyrsquos Corporate Governance policy requires the Board to meet at least Four timesin a year The Board met (10) in the Year 2015-2016 on 29th May 201526th June 201510thAugust 2015 1st September 2015 14th November 2015 5th December 201531st December30th

January 201612th February 2016 30th March 2016

CommitteeSl Name of director DIN No Attendance in No of Directorships ChairmanshipsNo and designation FY 2015-16 in other Cos and memberships

in other Cos

Board AGM Private Public Chairman Membership ship

1 Sri JSRDurga PrasadChairman

00016037 10 Yes 2 0 0 1

2 Sri JMurali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr GTMurthy 02718132 5 Yes 0 0 0 0

4 Sri VUmapathi 02099307 6 Yes 4 1 0 0

5 Sri BLocabhiram 06531372 6 Yes 0 0 0 0

6 Smt JSujata 07014640 3 no 1 0 0 0

Alternate Directorships Directorships in Private Bodies and Memberships in GoverningCouncils Chambers and other bodies not considered

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 26: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 25

Information on Director(s) seeking re-election at the ensuing Annual General Meeting

Sri GTMurthy retires by rotation and being eligible offers himself for reappointment as DirectorThe information details are provided under Corporate Governance Code as under

4 Audit CommitteeDuring the Year the Audit Committee was reconstituted and committee consists of

1 Sri VUmapathi - Chairman (Independent Director) 2SriGTMurthy (IndependentDirector) 3SriJSRDurga Prasad-Member (Promoter Director) The Terms of theReference of the audit committee specified by the board are as contained in Clause 49of the Listing Agreement and

Details of the MeetingsFour (4) Audit Committee meetings were held during the year 2015-2016 on 29th May 201510th August 2015 14th November 2015 and on 12th February 2016

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 4 4

2 Sri JSRDurga Prasad 4 4

3 Sri GTMurthy 4 4

The Statutory Auditors also attended the above meetings on invitation

5 Remuneration CommitteeThe Remuneration Committee which is a non-mandatoryrequirement of Clause 49 was constituted The committee comprises of two independentDirectors and one promoter director namely

SNo Name of Director Meetings held Meetings Attended

1 Sri VUmapathi 1 1

2 Sri JSRDurga Prasad 1 1

3 Sri GTMurthy 1 1

During the year the committee held its meeting on 12th February 2016

Remuneration PolicyThe Remuneration committee recommends the remuneration package for the managing directorand other senior executives In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature industryand nature of responsibilitiesSubject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary the Managing Director is paid remuneration The presentremuneration packages of the company to the Managing Director includes salary and perksetc

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 27: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 26

Remuneration paid to Directors during 2015-20161) Remuneration to Executive Director

S Name Position Salary Variable Commi- PF TotalNo (PA) Pay(PA) ssion1 JMurali Krishna Managing 1440000 360000 289972 - 2089972

Director

2) Remuneration to Non-Executive DirectorsThe Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting apart from reimbursement of conveyanceincidental expenses Thecompany has not granted any stock options to its directors during the year

SNo Name of the Director Total Sitting Fee Paid

1 SriJSRDurga Prasad Rs 30000-

2 SriVUmapathi Rs18000-

3 SriGTMurthy Rs15000-

4 SriBlocabhiram Rs18000-

5 SmtJSujata Rs 9000-

6 Investorrsquos Grievance and share Transfer CommitteeThe Board of Directors constituted Investorrsquos Grievance and Share Transfer Committeecomprising of SriJMurali Krishna SriVUmapathi and SriGTMurthy Chairman of the meetingThe Committee Inter-alia oversees and reviews all matters connected with the investorservices and ensure that the shareholders grievances are readdressed in time

Two(2) Committee meetings were held on 10082015 and 12022016 and attended by all themembers

There are no pending requisitions

6 General Body Meetings

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company

AGM Date of Time of Venue of No ofAGM meeting Meeting Special

Resolutionpassed

15th 26-09-2013 1030 AM Royal Function Hall MotinagarHyderabad -

16th 26-09-2014 1100 AM Royal Function Hall MotinagarHyderabad 1

17th 30-9-2015 1130 AM Royal Function Hall MotinagarHyderabad 2

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 28: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 27

b) None of the resolutions had been proposed to be passed through postal ballot

c) No Extraordinary General Meeting was held during the year 2015-2016

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchangesrsquo is provides in the Notes to the Notice

7 Disclosures

a) Materially significant related party transactions are disclosed in notes of the accountsin the Annual Report

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company Othernon-mandatory requirements have not been adopted by the company for the timebeing

e) At Every Board Meeting a statement of compliance with all laws regulations ascertified by the Managing director is placed for noting by the Board The Boardreviews the compliance of all applicable laws and gives appropriate directionswherever necessary

8 Means of communication

The Quarterly Half yearly and Annual results of the company are sent to the stockexchanges immediately after they are approved by the Board These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu) Annual reportcontaining inter-alia Directors report Auditors report Audited annual accounts andother important information is circulated to Members and other entitled thereto

9 Share Holders InformationAnnual General Meeting

Date amp Time 21st September 2016 at 1100AM

Venue Surana Udyog Auditorium FTAPCCI Bhavan Hyderabad

Investor services Tentative calendar

Un-Audited results for Quarter ending 30th June 2016 12th of August 2016

Un-Audited results for Quarter ending 30th September2016 14th of November 2016

Un-audited Results for Quarter ending 31st December 2016 15th of February 2017

Audited results for the quarter ending 31st March 2017 28th of May 2017

Date of Book closure 18th September 2016 to 21th September 2016

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 29: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 28

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange LimitedIs Listed

BSE Scrip code 533056

Demat ISIN Number forNSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADRGDRWarrants NA

Any Convertible Instruments Nil

10 Market price DataCompanyrsquos Equity shares were listed on Bombay Stock Exchange Ltd from March 17 2009Highand Low(based on closing prices) and the number of shares traded in the financial year (2015-2016) On BSE are

Month High Low No of shares Traded

April 2015 1275 861 162319

May 2015 1375 1348 163758

June 2015 2090 1300 667245

July 2015 2335 1815 599852

August 2015 2350 1535 468736

September 2015 1795 1350 313422

October 2015 1950 1550 613381

November 2015 2735 1610 590162

December 2015 5175 2800 2285364

January 2016 6095 3705 1847836

February 2016 4950 2715 851303

March 2016 4295 2845 846221

11 Demat Registrar and Share Transfer AgentsMs Venture Capital amp Corporate Investments Ltd having its office at 12-10-167 MIG- 167Bharat Nagar Colony Hyderabad ndash 500 018 Tel No 040- 2381847576 Fax No 040-23868024E-mail infovccilindiacom and infovcciplcom are the Companyrsquos Share Transfer Agentsin both physical and dematerialized form

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 30: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 29

12 Dematerialization amp LiquidityMajority of the shares of your Company were dematerialized as on 31st March 2016 As thetrading is being conducted in electronic form only members are requested to go fordematerialization of shares

a) Distribution of Shareholdings as on 31st March 2016

Shares Holders SharesNumber of Total No of Shares of Total

Upto - 500 4459 7576 870383 616

501 - 1000 622 1057 532117 377

1001 - 2000 356 605 566979 401

2001 - 3000 138 234 359502 254

3001 - 4000 62 105 226416 160

4001 - 5000 59 100 286929 203

5001 - 10000 87 148 645724 457

10001 and above 103 175 10641950 7532

Total 5886 100 14130000 10013 Address for Shareholdersrsquo CorrespondenceMs Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 Bharat NagarColony Hyderabad ndash 500 018 Ph 040-2381847576

14 Code of Conduct for the Board and Senior Management PersonnelThe Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company The Code of Conduct has been posted in the websiteof the Company The said members will be affirming compliance with the Code on AnnualBasis

15 Companyrsquos Policy on prevention of insider tradingPursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 asamended the Company had framed a Code of Conduct for prevention of insider trading Sri JMurali Krishna Managing Director is the Compliance Officer for this purpose The code isapplicable to all such employees of the Company who are expected to have access to theunpublished sensitive information relating to the Company and the same is being implementedas a self-regulating mechanism

16 Nomination FacilityThe Companies Act 1956 provides facility for making nominations by shareholders in respectof their holding of shares However large number of shareholders is yet to make nominationsin respect of their holdings in physical form Such nomination greatly facilitates transmissionof shares from the deceased shareholder to his her Nominee without having to go through the

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 31: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 30

time consuming and cumbersome process of obtaining the Succession Certificate Probate Will Therefore it would be in the best interest of shareholders holding shares in Physical formas sole registered holders to make Nomination without any delay The Nominee shall be theperson in whom all the rights of transfer and or amount payable in respect of the shares shallvest in the event of death of shareholder(s) A minor can also be a Nominee provided thename of the Guardian is given in the Nomination form

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate Financial Institutions Kartas of Hindu Undivided Family and Holders of Power ofAttorney Nominations will have to be made in the prescribed form (Form 2B) is annexed tothis report

Shareholders are requested to submit their Nomination Forms to the Companyrsquos Share TransferAgents Ms Venture Capital amp Corporate Investments Ltd MIG-167 DNo12-10-167 BharatNagar Colony Hyderabad ndash 500 018 Nomination facility in respect of shares held in Electronicform is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 32: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 31

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2015-16

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No9 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014]

ToThe MembersVEDAVAAG SYSTEMS LIMITED(C1N L72200TG1998PLC029240)(Formerly Known as SARK SYSTEMS INDIA LIMITED)

I have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by MS VEDAVAAG SYSTEMS LIMITED (CINL72200TG1998PLC029240) (hereinafter called the company) Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conductsstatutorycompliances and expressing my opinion thereon

Based on my verification of the MS VEDAVAAG SYSTEMS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31032016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter

I have examined the books papers minute books forms and returns filed and other recordsmaintained by MS VEDAVAAG SYSTEMS LIMITED (ldquothe Companyrdquo) for the financial yearended on 31032016 according to the provisions of

i The Companies Act 2013 (the Act) and the rules made there under

ii The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules madethere

iii The Depositories Act 1996 and the Regulations and Bye-laws framed there under

iv Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the -- Board of India (Substantial Acquisition of shares and Takeovers)Regulations 2011

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

b) The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 33: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 32

c) The Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999

d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

vi Other Laws applicable to the Company (Mention the other laws as may be applicablespecifically to the company)

I Information Technology Act2000

II Indian Stamp Act 1899

III Indian Contract Act 1872

IV Income Tax Act 1961

V Chapter V of the Finance Act 1994 (Service Tax) VI Insurance Act 1938

I have also examined compliance with the applicable clauses of the following

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with Bombay StockExchange(s) if applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservations

1 The Company has not complied the provisions of Section 137 of the CompaniesAct 2013 and the relevant rules made there under (The Company has twosubsidiaries ie Vagdevi Sark Edutech Private Limited (CIN-U72200TG2010PTC068972) and Vedavag Common Service Centres Private Limited(earlier known as Sarkys Haryana Private Limited) (CIN U74140TG2007PTC056084)

I further report thata) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors Non-Executive Directors and Independent Directors

b) The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of theAct

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 34: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 33

c) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting membersrsquo views are capturedand recorded as part of the minutes

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines

I further report that during the audit period the company has no specific events actions whichhave a major bearing on the companyrsquos affairs in pursuance of the laws rules regulationsand guidelines standards which are applicable to the company and as referred above

Place HyderabadSd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

NoteThis report is to be read with my letter of even date which is annexed as Annexure A andforms an integral part of this report

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 35: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 34

ANNEXURE - ATo

THE MEMBERS

MS VEDAVAAG SYSTEMS LIMITED

My report of even date is to be read along with this letter

1 Maintenance of Secretarial records is the responsibility of the management of theCompany My responsibility is to express an opinion on their secretarial records basedon my Audit

2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial recordsThe Verification was done on the random test basis to ensure that correct facts arereflected in secretarial records I believe that the processes and practices followedprovide a reasonable basis for my opinion

3 The correctness and appropriateness of the financial records and Books of accounts ofthe company have not been verified

4 Wherever required I have obtained the Management representation about thecompliances of laws Rules Regulations and happening of events etc

5 The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management My examination is limitedto verification of procedure on random test basis

6 The Secretarial Audit is neither an assurance as to future viability of the company nor ofthe efficacy or effectiveness with which the management has conducted the affairs ofthe Company

Place Hyderabad Sd

Date 3052016 (Lakshmi Narayana Nalluri)Practicing Company Secretary

ACS No A34340 CP No 12760HYDERABAD

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 36: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 35

ANNUAL CERTIFICATION

a We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief

i These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading

ii These statements together present a true and fair view of the Companyrsquos affairsand are in compliance with the existing accounting standards applicable laws andregulations

b There are to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal violate of the Companyrsquos codeof conduct

c We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systemsof the Company pertaining to financial reporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internal controlsif any of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies

d We have indicated to the Auditors and the Audit Committee

i Significant changes in internal controls over financial reporting during the year

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompanyrsquos internal control system over financial reporting

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 37: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 36

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCTDeclaration under clause 49 (I)(D)

This is to certify that

1 In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company

2 The said Code of Conduct is also uploaded on the website of the Company

3 All the Board Members and Senior Management Personnel have affirmed havingcomplied with the said Code of Conduct during the year ended 31st March 2016

For Vedavaag Systems Limited

Place Hyderabad J Murali KrishnaDate 28052016 Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 38: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 37

AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of Ms VedavaagSystems Limited for the year ended on 31st March 2016 as stipulated in clause 49 of theListing agreement of the company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the managementOur examination has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause It is neither an audit nor an expression of opinion on thefinancial statements of the companyIn our opinion and to the best of our information andaccording to the explanations given to us and based on the representations made by thedirectors and the management we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders investors grievances committee

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 39: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 38

INDEPENDENT AUDITORrsquoS REPORT

To The Members ofMs Vedavaag Systems LimitedHyderabad

Report on the Financial Statements

We have audited the accompanying financial statements of Vedavaag Systems Limited (ldquotheCompanyrdquo) which comprise the Balance sheet as at 31st March 2016 the statement of Profitand loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information

Managementrsquos Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (lsquothe actrsquo) with respect to the preparationand presentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application of appropriate accountingpolicies making judgments and estimates that are reasonable and prudent and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error

Auditorrsquos Responsibility

Our responsibility is to express an opinion on these financial statements based on our auditWe have taken into account the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on the auditorrsquos

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 40: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 39

judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Companyrsquos preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the CompanyrsquosDirectors as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to usthe aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2016 and itsprofit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo) issued bythe Central Government of India in terms of sub-section (11) of section143 of the Actwe give in the Annexure A a statement on the matters Specified in paragraphs 3 and 4of the Order

2 As required by section 143(3) of the Act we report that

a We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit

b In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c The Balance Sheet the Statement of Profit and Loss and the Cash flow statementdealt with by this Report are in agreement with the books of account

d In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014

e On the basis of written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms ofSection 164(2) of the Act

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 41: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 40

f With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto our separate report in ldquoAnnexure Brdquo and

g With respect to the other matters to be included in the Auditorrsquos Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanations given to us

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements ndash Refer Note 21-1(a) to the financialstatements

(ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses

(iii) There has not been an occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and ProtectionFund as such the question of delay in transferring such sums does not arise

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 42: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 41

Annexure A to the Auditorrsquos Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit we report that

i (a) In our opinion and according to the information and explanations given to us theCompany has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) These fixed assets have been physically verified by the management during theyear According to the information and explanation given to us no materialdiscrepancies were noticed on such physical verification

(c ) The Company does not have any Immovable properties

(ii) As explained to us physical verification of inventories have been conducted by theManagement at reasonable intervals during the year No material discrepancies werenoticed

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013

(iv) According to the information and explanations given to us the Company has notgranted any loans made investments or provide guarantees during the year

(v) According to the information and explanations given to us the Company has not acceptedany deposit from the public Therefore the provisions of clause (v) of paragraph 3 ofthe Order is not applicable to the Company

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 ofthe Act

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us the company has been generally regular indepositing dues relating to Provident Fund Employeersquos State Insurance Incometax sales tax service tax value added tax Customs duty Excise duty cess andother material statutory dues with the appropriate authorities

According to the information and explanations given to us and based on the recordsof the company examined by us there were no undisputed amounts payable inrespect of statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable

(b) There were no dues of income tax sales tax service tax value added tax Customsduty Excise duty or cess and any other material statutory dues which have notbeen deposited on account of dispute

(viii) According to the information and explanations given to us and based on the records ofthe company examined by us the Company does not have any borrowings from FinancialInstitutions Banks Government or debenture holders during the year

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 43: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 42

(ix) According to the information and explanations given to us the Company has not raisedany money by way of initial public offer or term loans

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the year

(xi) According to the information and explanations given to us and based on the records ofthe company examined by us Managerial remuneration is paid or provided in accordancewith section 197 of the Companies Act

(xii) According to the information and explanations given to us the Company is not a NidhiCompany

(xiii) According to the information and explanations given to us and based on the records ofthe company examined by us transactions with the related parties are in compliancewith sections 177 and 188 of the Companies Act 2013 where applicable and the detailshave been disclosed in the Financial statements

(xiv) According to the information and explanations given to us and based on the records ofthe company examined by us amount received on conversion of equity warrantsallotted earlier to the promoters have been used for the purpose for which the fundswere raised

The Company has not made any private placement of shares or convertible debenturesduring the year

(xv) According to the information and explanations given to us and based on the records ofthe company examined by us the Company has not entered into any non-cashtransactions with directors or persons connected with him

(xvi) According to the information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 44: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 43

Annexure B to the Auditorrsquos ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act 2013 (ldquothe Actrdquo)We have audited the internal financial controls over financial reporting of Vedavaag SystemsLimited (ldquothe Companyrdquo) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (lsquoICAIrsquo) These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business including adherenceto companyrsquos policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information as required under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internal financial controls overfinancial reporting based on our audit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the ldquoGuidance Noterdquo)and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectivenessOur audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk The procedures selected depend on the auditorrsquosjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companyrsquos internal financial controls system over financialreporting

Meaning of Internal Financial Controls Over Financial ReportingA companyrsquos internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 45: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 44

financial statements for external purposes in accordance with generally accepted accountingprinciples A companyrsquos internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of the company (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of the companyrsquosassets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting includingthe possibility of collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected Also projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or procedures maydeteriorate

OpinionIn our opinion the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control over financialreporting criteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of Indiardquo

For Mahesh Virender amp SriramChartered Accountants

(Firmrsquos Registration No001939S)Sd-

(RVChalam)Place Hyderabad PartnerDate 28052016 MNo21423

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 46: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 45

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081BALANCE SHEET AS AT 31ST MARCH 2016

Particulars Note AS AT AS ATNo 31032016 31032015

Rs RsEQUITY AND LIABILITIES Shareholderrsquos Funds

Share Capital 2 141300000 136300000Reserves and Surplus 3 245321803 191543155Share Application Money Pending Allotment 240000 1240000

Non-Current Liabilities Deferred tax liabilities (Net) 4 19127769 34049605Other Long term liabilities 5 18684218 11565000

Current Liabilities Trade payables 6 241031054 532525274Other current liabilities 7 74676857 66838332Short-term provisions 8 32349488 8088350

Total 772731189 982149716Assets Non-current assets

Fixed assets Tangible assets 9 131395691 201818646 Capital work-in-progress - -Non-current investments 10 200000 200000 Other non-current assets

Current assets Current investments Inventories 11 137845251 213173919Trade receivables 12 248394240 442109432Cash and cash equivalents 13 56741768 30621904Short-term loans and advances 14 45786229 30059241Other current assets 15 152368010 64166574

Total 772731189 982149716Significant Accounting Policies 1 The accompanying notes 1 to 21 are an integral part of the financial statements As per our report of even dateFor MAHESH VIRENDER amp SRIRAM

Chartered Accountants(Firmrsquos Registration No001939S)

Sd-RVChalam

PartnerMNo21423

Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 47: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 46

VEDAVAAG SYSTEMS LIMITED(formerly SARK SYSTEMS INDIA LIMITED)

103West BlockSiri Sai OrchidMadhapurHitec CityHyderabad 500 081STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Particulars Note for the year for the yearNo ended ended

31032016 31032015Rs Rs

Income Revenue from operations 16 818290440 663818637Other Income 17 17547185 6894613

Total Revenue 835837625 670713250Expenses

Project Expenses 18 644872135 523008194Employee benefit expense 19 43301264 10060347Depreciation 9 72970600 84708471Other expenses 20 11575677 12510161

Total Expenses 772719676 630287173

Profit before tax 63117949 40426077

Tax expense Current tax 24261138 8088350Deferred Tax -14921836 3340510

Profit for the period 53778647 28997217Earning per equity share

Basic 381 260Diluted 381 260

Significant Accounting Policies 1The accompanying notes 1 to 21 are an integral part of the financial statementsAs per our report of even date

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

For and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 48: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 47

CASH FLOW STATEMENT

for the year for the yearended ended

31032016 31032015Rs Rs

A Cash Flow from operating activities Profit before Tax 63117949 40426077 Adjustments for Depreciation and amortisation expenses 72970600 84708472 Interest Expenses - - Interest and other Income -17547185 -6894613 Operating Profit before working capital changes (i) 118541364 118239936 Adjustments for changes in Increase(Decrease) in Inventories 75328668 -43422567 Increase(Decrease) in Trade Receivables 193715192 -168067977 Increase(Decrease) in Trade Payables -291494220 82919623 Increase(Decrease) in Other Current

Liabilities amp Provisions 32099663 -12669249 Increase(Decrease) in Non Current Liabilities -7802618 -10540249 Increase(Decrease) in Loans amp Other Current

Assets -103928424 -13539575 Total (ii) -102081739 -165319995 Income tax (iii) -9339301 -11428860 Cash generated from Operating activities A (i+ii-iii) 7120324 -58508919

B Cash flow from Investing activities Purchase of Fixed Assets and CWIP -2547645 -151000 Interest Received 17547185 6894613 Net Cash Flow from Investing Activities B 14999540 6743613

C Cash flow from Financing Activities Increase in Share Capital 4000000 - Repayment of Short Term Borrowings - - Interest Paid - - Net Cash flow from Financing Activities C 4000000 -

D Net Cash inflow(Outflow) (A+B+C) 26119864 -51765306 Opening balance of cash and cash equivalent 30621904 82387210 Closing balance of cash and cash equivalent 56741768 30621904

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 49: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 48

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31 2016

Note No 1Significant Accounting policies

1 Basis of Accounting a) The financial statements have been prepared under theHistorical convention and in accordance with applicable

Accounting Standards issued by the Institute ofChartered Accountants of India and releventpresentational requirements of the Companies Act1956

b) Accounting policies not specifically referred to otherwiseare in accordance with prudent accounting principles

c) All Income and Expenditure items having materialbearing on the financial statements are recognised onaccrual basis

2 Fixed Assets Fixed Assets are stated at cost including related incidentalexpenditure

3 Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end are disclosedunder this head

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act 1956

Effective 1st April2014the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV of theCompanies Act1956

Depreciation on additions to assets or on salediscardmentof assets is calculated prorata from the month of such additionor upto the month of such salediscardment as the case maybe

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 50: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 49

7 MiscExpenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions

9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet

All the Income items other than those pertaining to the ForeignBranches are accounted on the basis of Exchange rateprevailing on the dates of transactions

All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month

Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt

Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred

Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date

11 Deferred Tax LiabilityAsset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excess oftheir recoverable amounts Where carrying values exceedthe estimated recoverable amount impairment loss isrecognised and assets are written down to their recoverableamount

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 51: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 50

Notes on Financial Statements

Note No 2

Share Capital As at 31032016 As at 31032015 Number Rs Number RsAuthorisedEquity Shares of Rs10 Each 19000000 190000000 19000000 190000000

8 Preference Shares of Rs10-each 1000000 10000000 1000000 10000000

Total 200000000 200000000Issued Subsribed amp paid upEquity shares of Rs10 Each 14130000 141300000 13630000 136300000

Total 141300000 136300000

i Reconciliation of the number of shares outstanding at the beginning and at the end ofthe reporting period

Particulars Number Rs Number Rs Shares outstanding at the beginning ofthe year 13630000 136300000 9350000 93500000

Shares issued during the year 500000 5000000 4280000 42800000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14130000 141300000 13630000 136300000

ii Termsrights attached to equity shares including restrictions on distribution of dividendsand the repayment of capital

Equity shares issued by the company are Equity Shares within the meaning of Section85(2) of the Companies Act 1956

Each holder of equity share is entitled to one vote per share

In the event of liquidation of the Company the holders of equity shares will be entitledto receive remaining assets of the Company after distribution of all preferential amounts

The disribution will be in proportion to the number of equity shares held by theshareholders

Shares in the Company held by each share holder holding more than 5 percent sharesspecifying the number of shares

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 52: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 51

Name of the Shareholder As at 31032016 As at 31032015 No of of No of of

Shares held holding Shares held holding JMURALI KRISHNA 1598712 1131 1598712 1172

JSRDURGA PRASAD 1357707 961 711400 522

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 3Reserves amp Surplus

Capital Reserve 10667080 10667080

Securities Premium Reserve 63000000 63000000

SurplusOpening Balance 117876076 115491799

Net Profit (Net Loss) for the current year 53778647 28997218

Less Additional Depreciation pursuant to - 26612941 enactment of Schedule II of the Companies Act 2013

Closing Balance 171654723 117876076GRAND TOTAL 245321803 191543156

Note No 4Deferred tax Liabilities (Net)

Opening balance 34049605 30709095

Add Less for the year -14921836 3340510

Total 19127769 34049605

Note No 5Other Long term liabilities

Trade Payables 18684218 11565000

Total 18684218 11565000

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 53: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 52

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs RsNote No 6Current Liabilities

Trade payables 241031054 532525274

Total 241031054 532525274

Note No 7Other current liabilities

Other Payables 74676857 66838332

Total 74676857 66838332

Note No 8Short-term provisions

Provision for Income Tax 32349488 8088350

Total 32349488 8088350

Note No 10Non-current investments

Investment in subsidiary companies

Vagdevi Sark Edutech Private Limited10000 equity shares of Rs10 each 100000 100000

Sarksys Haryana Private Limited10000 equity shares of Rs10 each 100000 100000

Note No 11Current assets

Inventories amp ProjectsWIP 137845251 213173919

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 54: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 53

Item

GRO

SS B

LOCK

DEPR

ECIA

TION

NET

BLOC

K

01

0420

15Ad

ditio

ns31

0320

1601

0420

15fo

r the

trans

ferre

d31

0320

1631

0320

1631

0320

15ye

arto

rese

rves

Comp

uter H

ardw

are

5435

6426

621

6639

854

5730

664

3526

0237

371

5247

62-

4241

2713

512

1603

529

1909

6189

3

Comp

uter s

oftwa

re 46

9021

1014

2036

4704

4146

3874

4055

1303

079

4004

7134

6997

012

8158

055

Libra

ry 56

005

5600

555

176

--

5517

682

982

9

Air C

ondit

ioner

s 90

108

9010

889

623

--

8962

348

548

5

Elec

trica

lInsta

llatio

ns 7

5014

6875

0146

872

3588

5-

-72

3588

526

5583

2655

83

Offic

e Eq

uipme

nt 27

5235

2752

3526

9313

--

2693

1359

2259

22

Gene

rator

s 2

0034

0020

0340

017

2648

8696

125

9609

1743

791

1830

752

Furn

iture

amp F

itting

s 9

0745

7723

9211

9313

788

8912

075

1361

7-

8925

692

3880

9516

2502

Vehic

les 2

0704

6220

7046

216

3783

742

181

1680

018

3904

4443

2625

Tota

l 6

1153

7631

2547

645

6140

8527

640

9718

985

7297

0600

-48

2689

585

1313

9569

120

1818

646

Not

e N

o 9

Fixe

d A

sset

s - T

angi

ble

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 55: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 54

Notes to Financial Statements As at 31st As at 31stMarch 2016 March 2015

Rs Rs

Note No 12Trade receivables

Unsecured considered doubtful

Outstanding for a period less thansix months 99043407 89470048

Oustanding for a period exceedingsix months 149350833 352639384

TOTAL 248394240 442109432

Note No 13Cash and Cash equivalents

Cash on hand 2823426 2589382

Balances with BanksIn Current Account 45264777 20557522

Margin money Deposits 8653565 7475000

TOTAL 56741768 30621904

Note No 14Short-term loans and advances

Deposits 23226988 7500000

Other advances 22559241 22559241

TOTAL 45786229 30059241

Note No 15Other current assets 152368010 64166574

TOTAL 152368010 64166574

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 56: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 55

Particulars Year Ended Year Ended31032016 31032015

Rs Rs

Note No 16Revenue from Operations

Sales 376597079 395469359Sale of Services 441693361 268349278TOTAL 818290440 663818637

Note No 17Miscellaneous Other Income

Interest Income 938073 4853663Interest on IT Refund 510012 -Others 16099100 2040950Total 17547185 6894613

Note No 18Project Expenses

Materials Consumed 456324686 398616450Other Project Expenses 188547449 124391744

Total 644872135 523008194

Note No19Employee Benefit Expenses

Salaries and Wages 41938686 8937936(Including Directors remuneration) Welfare expenses 1362578 1122411

Total 43301264 10060347

Note No 20Adminitrative and Marketing ExpensesAudit Fees 175000 150000Advertisement 428129 58340Business Development 36800 1846281Depositary Charges 67673 59907Bank Charges 295408 370476

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 57: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 56

Consultancy amp Legal 403380 613000Conveyance 491799 102960Directors Sitting Fees 90000 90000Electricity 55191 19789Telephone amp Internet 405378 682232Marketing amp Development 1061239 -Miscellaneous 213840 53596Meeting Expenses 111245 108125Postage amp Courier 48216 43884Printing amp Stationery 40342 413600Insurance 21331 16365Rent 3456433 1632328Sundry Debit Balances Woff 58758 -Repairs amp Maintenance 35155 471560ROC Filing Fee 25800 46800Interest - Others 258904 -Interest on TDS amp Service Tax 131614 -Share service charges 132097 54043Travelling 2667380 2097027Tender Documents 20000 33718Loss on Chits - 2500000Listing Fees 224720 168570Vehicle Maintenance 207581 194500Office Maintenance 227838 549802Web Server Maintenance 51171 -Preliminary Expenses Woff 133257 133257 TOTAL 11575677 12510160Note No 21Notes on Accounts1 Contingent Liabilities

a Claims against the company notacknowledged as debts 24000 24000

b Other money for which the company iscontingently liableCounter guarantees given in favour ofcompanyrsquos bankers for guarantees issued by them - -

2 Managerial RemunerationRemuneration to Managing Director 2090 2047Salaries - -

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 58: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 57

3 Auditorsrsquo remunerationFor Statutory Audit 100 075For Tax Audit 050 050Out of Pocket expenses 025 025

4 Foreign Exchange Earnings amp Out go in Rs lakhsIn Flow - -Outgo - -

5 Related Party Disclosures as per AS 18Transactions with related parties in the ordinary course of business

Name of the Related Party Nature of Relation Ship Nature of Transaction amp AmountJ Murali Krishna Brother of J S R Durga Prasad Remuneration -Rs2090 lakhsManaging Director Chairman

for year ended31032016 31032016

6 Earning Per share (EPS)Net profit for the year in Rs 53779 28997Amount available for equity share holders 53779 28997Weighted average no of shares 14130000 13630000Earning per share basic and diluted Rs 381 260Face value of equity share Rs 10 10

7 Increase in paidup capital of Rs 5000000 is on account of conversion of FIVE LacsEquity share warrants issued earliar to the promoter

8 The composition of deferred tax liability of Rs 19127 lakhs (previous year Rs34049lakhs) is on account of timing differences relating to depreciation

9 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs100 lakh which is outstanding for more than 30 days of the Balance sheetdate

10 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments if any shall be made as on ongoing process

11 No provision has been made for employee retirement benefit pending acturial valuation12 All figures have been rounded off to the nearest rupee and previous year figures have

been regrouped wherever necessary

For MAHESH VIRENDER amp SRIRAMChartered Accountants

(Firmrsquos Registration No001939S)Sd-

RVChalamPartner

MNo21423Place HyderabadDate 28-05-2016

for and onbehalf of the Board of Directors

Sd SdJSR Durga Prasad J Murali Krishna

Chairman Managing Director

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 59: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 58

Form No MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies(Management and Administration) Rules 2014]

CIN L72200TG1998PLC029240Name of the Company VEDAVAAG SYSTEMS LIMITEDRegistered office 1-90-813 130 West Block Siri Sai Orchid Hitech

Madhapur HyderabadTelangana India - 5000081

Name of the Member(s) _________________________________________________

Registered address _________________________________________________

_________________________________________________

I We being the member of _________________________________________________

holding ___________________shares hereby appoint Name ________________________

______________________________ Address _____________________________________

_________________________________ E-mail Id _________________________________

Signature _______________________________________________________or failing him

Name _____________________________________________________________________

Address_____________________________________________________________________

E-mail Id _______________________________Signature ____________________________

as myour proxy to attend and vote (on a poll) for meus and on myour behalf at the 18th

Annual General Meeting of members of the Company to be held on 21st September

2016 at the ________________________________________________________ and at any

adjournment thereof in respect of such resolutions as are indicated below

Resolution No1 ) To receive consider and adopt the audited balance sheet statement of profit and loss

for the year ended 31ST March 2016 cash flow statement for the year ended 31ST March2016 and together with the reports of the Board of Directors and Auditors thereon

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 60: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

Vedavaag Systems Limited

18th Annual Report 2015-2016 59

2) To appoint a director in place of DrGTMurthy (DIN No 02718132) who retires byrotation and being eligible offers himself for re-appointment

3) To appoint Statutory Auditors and to fix their remuneration and in this regard to considerand if thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution

Signed this ____________ day of _________________ 2016

Signature of Shareholder

Signature of Proxy holder(s)

Note This form of proxy in order to be effective should be duly completed and deposited atthe Registered Office of the Company before the commencement of the Meeting

Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

18th Annual General Meeting 21st September 2016 at 1100 AM

Regd Folio No________________________DP ID____________________Client IDBen

AC______________________No of shares held________________________

I certify that I am a registered shareholderproxy for the registered Shareholder of theCompany and hereby record my presence at the (18th Meeting) Annual General Meeting ofthe Company on 21st September 2016 at 1100 AM at Surana Udyog AuditoriumFTAPCCI Bhavan Redhills Hyderabad

__________________________________

__________________________________

MemberrsquosProxyrsquos name in Block Letters MemberrsquosProxyrsquos Signature

Note Please fill this attendance slip and hand it over

AffixRevenue

Stamp

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY

Page 61: (formerly SARK Systems India Limited) 103, West Block ...€¦ · (formerly SARK Systems India Limited) 103, West Block, Siri Sai Orchid, Madhapur, Hitech City, Hyderabad – 500081

THIS

PAGE H

AS BEEN LE

FT B

LANK IN

TENTIO

NALLY