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EQUITY - MARKET SCREENER

Virinchi Ltd
Industry :  Computers - Software - Medium / Small
BSE Code
ISIN Demat
Book Value()
532372
INE539B01017
38.5714401
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
21.15
261.76
EPS(TTM)
Face Value()
Div & Yield %
1.56
10
0
 

As on: May 26, 2022 02:23 PM

Your Directors have pleasure in presenting the report of the Business and Operations of your Company (‘the Company' or ‘Virinchi'), along with the audited financial statements, for the financial year ended March 31, 2021. The Consolidated Performance of your Company and its subsidiaries has been referred to wherever required

1. Financial Summary or Highlights

The summarized standalone and consolidated financial results of your Company and its subsidiary are given in the table below:

Consolidated Standalone
Particulars 2020-21 2019-20 2020-21 2019-20
Total Income 36518.64 38315.57 13797.63 14102.57
Profit before finance Cost, Depreciation & 10670.33 11228.31 4027.68 4482.26
Amortization, Taxation & Exceptional Item
Less: Finance Cost 3208.68 2219.62 735.84 665.74
Depreciation and Amortization Expenses 4820.72 4449.94 1848.62 1551.53
Profit before Tax & Exceptional items 2640.93 4558.75 1443.22 2264.99
Less: Exceptional items 484.62 - 137.40 -
Profit Before Tax 2156.31 4558.75 1305.83 2264.99
Less: Tax Expenses 1889.02 (87.24) 446.57 579.90
Profit before minority interest 267.29 4645.99 - 1685.10
Less: Minority Interest (7.34) (0.59) - -
Profit After Tax 259.95 4645.40 859.26 1685.10

Summary of Operations, State of Company's Affairs& Future Outlook

Your directors are pleased to report that in spite of severe impact on Country's economy and almost all the industries with de-growth to a great extent, your Company has been able to with stand the impact and registered performance at the same level of FY'20 Consolidated Revenues: The total consolidated income of the Companyfor the FY2020-21 isRs. 36518.64 Lakhs as against Rs. 38315.57 Lakhs in FY 2019-20 Standalone Revenues: The total income of the Company for the FY 2020-21 is Rs.13797.63 Lakhs as against Rs.14102.57 Lakhs in FY 2019-20

Consolidated profits:

Profit before Tax (PBT) stood at Rs.2640.93 Lakhs as against Rs.4558.75 Lakhs for the previous year.

Profit after Tax (PAT) stood at Rs.259.95 Lakhs as against Rs.4645.40 Lakhs for the previousyear.

Standalone profits:

Profit before Tax (PBT) stood at Rs.1305.83 Lakhs as against Rs.2264.99 Lakhs for the previous year. Profit after Tax (PAT) stood at Rs.859.26 Lakhs as against Rs. 1685.10 Lakhs for the previous year.

In the challenging pandemic period, the product business continued its effort to bring more to the existing client base. In fact, company was able to successfully complete implementation on the largest client implementation that the company ever worked on. Implementing the software product across varying regulations of close to 20 states and consolidating more than 10 legacy systems was a challenge successfully delivered by the team.

The company was also able to support the urgent needs of its clients to innovate new products or enabling existing products in delivering services in the ‘pandemic environment'. These ranged from very critical ability to enhanced automation of disbursement & payment to a completely new multi-party lending business model for a large Ohio, USA based client.

The product also saw its first foray into serving the fintech segment in the Indian market by supporting the lending function for the retail lending performed through vCard. This opens large avenues of the product.

With availability of COVID vaccine, the economy is expected to open up and the industry is expected to turn around in 2021 – 22. If the global landscape can hold on to this expectation, this function should be able to consolidate itself in the US market. This should be further aided by the new major release of its flagship product planned during 2021 – 22.

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the dates of this report.

During the year under review, there is no change in nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.

Amounts Transferred to Reserves

The Board of the company has decided to carry Rs. 8.59 Crores to its Reserves.

DIVIDEND

Your directors did not recommend any dividend on shares for this year

PERFORMANCE SUBSIDIARIES INFORMATION

Tyohar foods privateLtd

The Company had planned to take up a project under Tyohar Foods Pvt Ltd and had purchased a 50,000 Sq. feet of building in 4047 Square meters of Land located at Survey No 15, Suraram Village, Qutbullapur Mandal, R.R.Dist by participating in an open auction conducted by Canara Bank on 16th August 2012 and the said property was registered vide Certificate of Sale Doc. No.11361/2012 dt. 25th Sep, 2009 and were put in possession of the saidpremises.

All the legal cases are closed on the property and the company is in the process to make suitable business plans.

Virinchi Healthcare Private Limited

Virinchi Healthcare Private Limited (VHPL) has three units in Hyderabad with a total bed capacity of 600. The flagship hospital at Banjara Hills, Hyderabad with bed capacity of 400, delivers therapeutic care over 35 specialties. Virinchi has a dedicated clinical team pursuing MoUs and medical partnerships with globally reputed institutions in the US, UK, China, Israel etc., to deliver a unique ‘Right to Science' program to make global medical innovations available to Indian patients to treat previously incurable conditions. The flagship hospital is led by leading doctors in the country offering the best of therapeutic and diagnostic care through some of the Industry Leading Medical Infrastructure including 3T fMRI, Ceiling Mounted IVUS Cath Lab, Dual Energy 128 Slice CT, 11 Fully Equipped Operation Theatres& widest range of in-house diagnostic capabilities.

Towards the beginning of the financial year, all three units obtained the license from ICMR to screen RNA based viruses and the license to treat Covid-19 patientsfrom the District Medical & Health Office, Hyderabad.

The healthcare revenues and EBIT were high in Q2 and Q4 of FY21due to Covid-19 related increase in capacity utilization. The Covid-19 pandemic has impacted the healthcare industry in general and our healthcare services business due to travel restrictions on both domestic and international patients during Q1FY21, where the out-patient footfall was impacted by the lockdowns and the government directive on not taking up elective surgeries impacted the inpatient case-loads.

The fall in revenues in Q1FY21 due to lockdowns was offset by the increase in capacity utilization during Q2FY21 and the performance of VHPL during the year under review FY 2020-21 was not impacted significantly, with a total turnover of Rs 160.85 crores and EBIT of Rs. 29.06 crores vis-a-vis Rs. 162.09 crores of revenue and Rs. 19.25 crores of EBIT in FY 2019-20.

Virinchi Learning Private Ltd

We have successfully trained and placed 200 students under NSDC program this year. We are planning to partner NSDC on few more training programs to increase the training potential so that rural youth can make the most out of this program. We have developed training material for 10 courses, of which 7 courses are approved by NSDC and 3 are awaiting approval. There is a dedicated learning portal for the students who enroll in our training programs. We have partnered with reputed hospitals to provide placements to the candidates trained under our NSDC program. Our next year plan is to soon expand the program across Andhra Pradesh and Telangana, attain more number of placement partners, and train as many aspirants as possible.

KSoft Systems Inc

M/s. KSoft Systems Inc is in the business of software development and consulting. M/s. KSoft Systems Inc provides consulting services to various clients in the US in the domains of SAP, Oracle and other technologies. For the year under review the total income is Rs. 78.04 Crores as against Rs. 97.50 Crores in 2019-20 and the PBT is Rs.11.38Crores as against Rs. 17.95Crores in 2019-20.

Incorporation of New Subsidiaries:

During the year under review, we have incorporated two subsidiaries namely V23 Medical solutions Private Limited and Virinchi Capital Private Limited to carry on the new initiatives of the company

Change in Capital Structure and Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Ltd (BSE) .During the financial year under review, 32,33,333 equity shares were allotted to the promoters under the Chapter V of the SEBI (ICDR) Regulations, 2018 and admitted for trading on BSE and 10,39,500 shares allotted to the employees of the company under various esop plans. Consequently, the Equity Share Capital of your Company increased from 3,27,20,734 equity shares of Rs.10/- each to 3,69,93,567 shares of Rs.10/- each as on March 31, 2021

As at 31st March, 2021 As at 31st March, 2020
Particulars
Equity Shares Number of Shares Rs. Number of Shares Rs.
Share capital
(a) Authorised Equity Shares of Rs.10/-each 40,000,000 40,00,00,000 40,000,000 40,00,00,000
(b) issued Subscribed and fully paid up: 3,69,93,567 36,99,35,670 3,27,20,734 32, 72,07,340
Equity Shares of Rs. 10/-each 3,69,93,567 36,99,35,670 3,27,20,734 32, 72,07,340

Reconciliation of Shares outstanding at the beginning and at the end of the reporting period:

Particulars
Equity Shares Number of Shares Rs. Number of Shares Rs.
Shares outstanding at the beginning of the year 3,27,20,734 32,72,07,340 3,11,70,734 31,17,07,340
Add: issued and allotted during the year
i. Allotment of shares pursuant to VESOS,2016&2018 10,39,500 1,03,95,000 - -
iii. Allotment of shares under preferential issue guidelines 32,33,333 3,23,33,330 15,50,000 1,55,00,000
Less; Shares bought Back during the year - - - -
Shares outstanding at the end of the year 3,69,93,567 36,99,35,670 3,27,20,734 32,72,07,340

Terms/Rights and restrictions attached to the Equity Shares: The Company has only one class of Equity Shares having a face value of Rs.10/-. Each Shareholder is eligible for one vote per every share held.

During the year the company has allotted 30,00,000 warrants to the promoters and promoter group. They have paid the 25% upfront money and converted 17, 33, 333 warrants during the year. The pending warrants as on 31st March, 2021 are 12,66,667.

Composition of the Board as on 31st March, 2021 and Details of Board meetings:

Sl. No Name Designation
1 M.V.Srinivasa Rao Chairman & Whole Time Director
2 V. Satyanarayana Vice-Chairman & Executive Director
3 K. Sri Kalyan Non-independent and Non Executive Director
4 K. Kalpana Independent Director
5 K. Sunder Independent Director
6 J. Suresh Independent Director

Number of Board Meetings

During the year under review,8 (Eight) Board meetings were held. The details are as under:

Sl. No Date of Board Meeting No. of Directors attended
1 26-06-2020 6
2 31-07-2020 6
3 20-08-2020 6
4 12-11-2020 6
5 28-12-2020 6
6 07-01-2021 6
7 11-02-2021 6
8 22-02-2021 5

Committees of the Board

The details of the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Stakeholders Relationship Committee are reported in the Report on Corporate Governance which forms part of the Board's Report.

Meeting of Independent Directors

The details of the Separate meeting of the Independent Directors are reported in the Report on Corporate Governance which forms part of the Board's Report.

Familiarization Programme for Independent Directors

The details of the familiarization programme for the Independent Directors are reported in the Report on Corporate Governance which is attached to the Board's Report.

DECLARATION BY INDEPENDENT DIRECTORS

K. Kalpana, K. Sunder, J. Suresh are independent directors on the board of yourcompany .In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149(6) of the Companies Act, 2013 ("the Act") and the Rules made thereunder, and under Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 about their status as Independent Directors of the Company.

Registration of Independent Directors with the Databank in the portal of Indian Institute of Corporate Affairs

Pursuant to notification dt. 22nd October, 2019 of Ministry of Corporate Affairs all the Independent Directors have registered themselves as Independent Director in the portal of Indian Institute for Corporate Affairs (IICA).

Changes in Directors and Key Managerial Personnel

Appointments:

During the year under review Mr. V. Satyanarayana is appointed as Vice Chairman & Executive Director on the board with effect from 22nd February, 2021.

Cessations:

During the year under review Mr. Ramam Madu, Independent Director, Ms. G. Santhi Priya, Whole Time Director resigned from the Board. The Board placed on record of its appreciation of their long association and valuable contributions made to the Company during their tenure.

Change of Role and designation

Mr. K. Sri Kalyan who is a whole Time Director is Redesignated as Non-Independent & Non-executive Director on the Board.

Key Managerial Personnel

Mr.M.V.Srinivasa Rao, Whole Time Director& CFO, Mr. V. Satyanarayana, Vice Chairman & Executive Director and Mr. K. Ravindranath Tagore, Company Secretary are the Key Managerial Personnel (KMP) of the company in terms of the provisions of the Act. Ms. Santhi Priya, who was a Key Managerial Personnel of the company resigned to her position during the year.

Retirement of Directors:

In accordance with the provisions of Section 152 (6) of the Act and the Company's Articles of Association, Mr. M.V.Srinivasa Rao, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Nomination and Remuneration committee and the Board recommend his re-appointment for the approval of the Members of the Company at the forthcoming Annual General Meeting. Brief profile of Mr. M.V.Srinivasa Rao has been given in the Notice convening the Annual General Meeting.

Policy on Directors Appointment and Remuneration

The details of Policy on Directors appointment and Remuneration (i.e. Nomination and Remuneration Policy), criteria for determining qualifications, positive attributes, independence of directors are included in Report on Corporate Governance forming part of the Board's Report. The details of the remuneration paid to the whole Time and Executive Directors are given in the Corporate Governance Report.

Transfer of unpaid/unclaimed dividend and corresponding equity shares

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, as amended, read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, dividend which remain unpaid or unclaimed for a period of 7 consecutive years will be transferred to the Investor Education and Protection Fund of the Central Government.

K. Ravindranath Tagore, Company Secretary is the nodal officer for the purpose of IEPF Rules.

Transfer of Shares to IEPF

As per Section 124(6) of the Companies Act 2013 all shares in respect of which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred by the Company to Investor Education and Protection Fund of the Central Government. The shareholders, whose shares are transferred to IEPF, can make an application to IEPF for the credit of shares to their account.

Annual Return:

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2021 is available on the Company's website and can be accessed at www.virinchi.com

Particulars of Loans, Guarantees Or Investments By the Company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this annual report.

Contracts or arrangements with Related Parties

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Promoter Group, Directors, Senior Management Personnel or their relatives, which could have had a potential conflict with the interests of your Company. Please see the details of the same in form AOC-2 which is annexed as Annexure-4 Further all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval for normal company transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal company transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee. Your Directors have on the recommendations of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

The Company formulated the Policy on dealing with Related Party Transactions. The policy is placed at the Company's website: www.virinchi.com.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 the board has carried out evaluation of its own performance, the performance of committees of the Board, namely Audit Committee, Stakeholders Relationship committee and Nomination and Remuneration Committee and also the Directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the report on corporate Governance.

Corporate Social Responsibility Committee

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, the Board of Directors of your Company have constituted a CSR Committee.

Composition as on 31st March, 2021

Sl. No Name Designation Chairman/ Member
1 K. Sunder Independent Director Chairman
2 K. Sri Kalyan Non-Executive Director Member
3 M.V. Srinivasa Rao Whole Time Director & CFO Member

Terms of Reference

The Committee is primarily responsible for formulating and recommending to the Board of Directors a Corporate Social Responsibility (CSR) Policy and monitoring the same from time to time, amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR activities.

CSR Policy

The Company's CSR Policy is disseminated on the Company's website at www.virinchi.com . During the year 2020-21, four meetings of the Corporate Social Responsibility Committee were held.

CSR Expenditure during the year 2020-21

As per the Section 135(5) of the Companies Act, 2013, the Company shall ensure that an amount of 2% of the average Net Profits of the Company made during the three immediately preceding financial years shall be spent towards Corporate Social Responsibility activities. For the

Financial Year 2020- 21, the amount to be spent towards CSR activities works out to Rs.53.70 lakhs. The Company has spent Rs.56 lakhs towards the CSR activities in the financial year 2020-21. The detailed Report, on the CSR Activities is annexed to Board's Report at Annexure-2.

Material Subsidiary

Virinchi Health Care Private Ltd and KSoft Systems Inc., are the Material subsidiaries of the company as per the thresholds laid down under the Listing Regulations. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Company's website at http://virinchi.com/pdf/materialityPolicy.pdf

Sexual Harassment Policy

The company as required under the provisions of "The Sexual Harassment of women at Workplace (Prohibition, prevention and Redressal) Act, 2013 has framed a policy on Prohibition, Prevention and Redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto. Internal complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy a. number of complaints filed during the financial year - NIL b. number of complaints disposed of during the financial year -NIL c. number of complaints pending as on end of the financial year - NIL

Governance Policies

At Virinchi, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:

• Code of Conduct

• Code of Conduct for Prohibition of Insider Trading

• Whistle Blower Policy

• Code of Conduct for Board of Directors and Officers of Senior Management

• Policy for determining materiality for disclosure

• Document Retention and Archival Policy

• Sexual Harassment Policy

• Policy for Determining material subsidiary

The link for accessing the above policies is http:// corporate.virinchi.com/policies.php

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. Whistle Blower Policy is posted on company's website under following link http://virinchi.com/pdf/whistleBlowersPolicy.pdf

Risk Management Policy

Risk Management

Currently, the Company's risk management approach comprises of the following:

• Governance of Risk

• Identification of Risk

• Assessment and control of Risk

The risks are being identified by a detailed study. Senior Management are analyzing and working in mitigating them through co-ordination among the various departments. Insurance coverage and personal accident coverage for lives of all employees are also being taken.

Your company puts in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions. Presentation to the Board of Directors and the Audit Committee is made on risk management. The Board and the Audit Committee provides oversight and review the risk management policy

Internal Control Systems and Adequacy

Your company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies. The Company has a well-defined delegation of power and defined limits for approving revenue as well as capital expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down to ensure adequacy of the control system, adherence to the management instructions and legal compliances

Internal audit

In terms of Section 138 of the Companies Act, 2013 and the relevant Rules, the Company appointed M/s. K.L.V S Prasad Rao& Co Chartered Accountants as an Independent Internal Auditor .The Internal Auditor directly reports to the Audit Committee

Independent Auditors, their Report and Notes to Financial Statements

M/s. PCN & Associates., Chartered Accountants, (ICAI firm Registration Number : 016016S) were appointed as Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 28th Annual General Meeting (AGM) held on 28th September, 2017 until the conclusion of 33rd AGM of the company to be held in the year 2022.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May, 2018, amending section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted and hence your Company has not proposed ratification of appointment of M/s PCN & Associates, Chartered Accountants, at the forthcoming AGM. The Auditors' Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer The observation made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

The company has received consent letter from the statutory auditors and certificate indicating satisfaction of criteria sated in Section 141 of Companies Act, 2013.

Auditor's Certificate on Corporate Governance

As required under Regulation 34 (3) read with schedule V (E) of the SEBI (LODR) Regulations, 2015, Auditor's certificate on corporate governance is enclosed as Annexure-8 to Board's Report.

Compliance with Secretarial Standards

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Secretarial audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. G.Vinay Babu, Practicing

Company Secretary, to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit is annexed as Annexure - 5.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March, 2021, on compliance of all applicable SEBI Regulations and circulars / guidelines, issued by M/s. G. Vinay Babu., Practicing Company Secretary, was submitted to BSE Limited.

Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Limited. The Annual Listing fee for the year 2021-22 has been paid to the stock exchange.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2021, the applicable accounting standards had been followed and there are no material departures.

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

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

d) We have prepared the annual accounts for the financial year ended 31st March, 2021 on a going concern basis.

e) The Directors have laid down internal financial controls, which are adequate and are operating effectively.

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended 31st March, 2021.

Significant and Material Orders Passed by the Regulators

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

Names of companies which have become or ceased to be, its Subsidiaries, joint ventures or Associate companies:

During the year M/s. V23 Medical Solutions Private Limited and M/s. Virinchi Capital Private Limited have become 100% subsidiaries of Virinchi Ltd.

No company ceased to be Subsidiary during the year . The company don't have any Joint Ventures & Associate companies to report.

Public Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

Consolidated Financial Statements

Pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the consolidated financial statements prepared as per companies Act, 2013 and applicable Accounting Standards, duly audited forms part of the Annual Report.

Consolidated financial statements incorporating the operations of the company, its subsidiaries are appended. As required under the provisions of the Act, a statement showing the salient features of the financial Statements of the subsidiaries is enclosed to this report.

The financial statements of the subsidiary companies will be made available to the members of the company and its subsidiary companies on request and will also be kept for inspection in the registered office of the company.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/Joint Ventures is given in Form AOC-1 as Annexure-3 which forms an integral part of this Report.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report

Details about Employees Stock Option Scheme,

Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed as Annexure-7

Maintenance of Cost Records

The maintenance of Cost Records as specified by the Central Government under section 148(1) of Companies Act, 2013 is not applicable.

Report on Corporate Governance

Corporate Governance Report is set out as separate Annexure to this Report.

Management Discussion and Analysis Report

Management's Discussion and Analysis report for the year under review as stipulated under Regulation 34(2) (e) SEBI (LODR) Regulation, 2015 of the Listing Agreement with the stock exchanges is presented in a separate section forming part of the Annual report

STATUTORY INFORMATION AND OTHER DISCLOSURES

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure -6 and forms an integral part of this Report. The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ‘1' and forms an integral part of this Report. A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘1A' and forms an integral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

GENERAL

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

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

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

3. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

4. During the period under review, there were no frauds reported by the auditors under provisions of the Companies Act, 2013.

5. There are no proceeding pending under the Insolvency and Bankruptcy Code, 2016

6. There was no instance of one time settlement with any Bank or Financial Institution

7. There were no material changes commitments affecting the financial position of your Company between the end of financial year (March 31, 2021) and the date of the report (August 27th , 2021).

Acknowledgments

Your directors would like to place on record their appreciation of support, co-operation and assistance received from the company's clients, Central Government authorities, bankers, shareholders and suppliers. The board wishes to convey its appreciation for hard work, solidarity, cooperation and support put in by the company's employees at all levels in enabling such growth.

For Virinchi Ltd
M.V.Srinivasa Rao
Date:27th August, 2021 DIN:00816334
Place; Hyderabad Chairman& Whole Time Director