VIDVAS SOFTWARE PRIVATE LIMITED
D.NO.2-3-9/8,SAI BALAJI RESIDENCY, RAM NAGAR, PEDAGANTYADA, BHPV
VISAKHAPATNAM AP 530017
CIN-U72200AP2016PTC098310
EMail.Id. srinivasuumapathi@gmail.com,Ph.No.9949124761
NOTICE FOR CALLING 09thANNUAL GENERAL MEETING
Notice is hereby given that the NINETH ANNUAL GENERAL MEETING of VIDVAS
SOFTWARE PRIVATE LIMITED will be held at the Registered Office of the company
situated at H.NO.2-3-9/8,SAI BALAJI RESIDENCY, RAM NAGAR, PEDAGANTYADA,
BHPV, VISAKHAPATNAM India on Monday, the 30THSeptember, 2024 at 11.00 A.M to
transact the following business :-
A. ORDINARY BUSINESS:
1. To consider and adopt the Audited Financial Statements for the financial year
ended 31st March, 2024 and the Reports of the Board of Directors and Auditors
thereon and to consider and if thought fit, to pass with or without modification(s) the
following resolution as an Ordinary Resolution:
“RESOLVED THAT the Directors’ Report and the Audited Balance Sheet as on year
ended 31st March, 2024 and the Profit and Loss Accounts for the Year ended on
31stMarch, 2024 along with the Auditors’ Report thereon are hereby considered,
approved and adopted.
“RESOLVED FURTHER THAT the Board of Directors of the Company and/or Company
secretary be and is hereby authorised to do all such acts, deeds and things as may be
required or considered necessary or incidental thereto.”
Place: VISAKHAPATNAM
Date: 26th July,2024
SRINIVASA UMAPATHY KOTHALANKA
(Director- 07404192)
NOTES:
1. A member entitled to attend and vote at the Annual general Meeting (hereinafter
known “the Meeting”) is entitled to appoint a proxy to attend and vote on poll
instead of himself / herself. The proxy need not be a member of the Company. A blank
form of proxy is enclosed herewith and if intended to be used, it should be deposited
duly filled-up at the registered office of the Company not less than forty-eight hours
before the commencement of the Meeting.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the
aggregate not more than ten percent of the total share capital of the company carrying
voting rights. A member holding more than ten percent of the total share capital of the
company carrying voting rights may appoint a single person as proxy and such person
shall not act as a proxy for any other person or shareholder. The board has taken the
prior consent to conduct the AGM in shorter notice.
2. The Register of Directors and their shareholding, maintained u/s 170 of the
Companies Act, 2013 and Register of Contracts or Arrangements in which Directors
are interested maintained u/s 189 of the Companies Act, 2013 and all other documents
referred to in the notice and explanatory statement, will be available for inspection by
the members of the Company at Registered office of the Company during business hours
10:00 A.M. to 06:00 P.M. (except Saturday and Sunday) up to the date of Annual General
Meeting and will also be available during the Annual General Meeting.
3. During the period beginning 24 hours before the time fixed for the commencement of
the meeting and ending with the conclusion of the meeting, a member would be entitled
to inspect the proxies lodged at any time during the business hours of the Company,
provided that not less than three days of notice in writing is given to the Company.
4. A Route Map along with Prominent Landmark for easy location to reach the venue of
Annual General Meeting is annexed with the notice of Annual General Meeting.
5.Members/proxies attending the meeting are requested to bring their duly filled
admission/ attendance slips sent along with the notice of annual general meeting at the
meeting.
6. Corporate members intending to send their authorised representatives to attend the
meeting are advised to send a duly certified copy of the Board Resolution authorizing
their representative to attend and vote at the meeting.
7. Explanatory Statement as required under Section 102(1) of the Companies Act, 2013,
relating to the Special Business to be transacted at the Meeting is annexed hereto.
VIDVAS SOFTWARE PRIVATE LIMITED
D.NO.2-3-9/8,SAI BALAJI RESIDENCY, RAM NAGAR, PEDAGANTYADA, BHPV
VISAKHAPATNAM AP 530017
CIN-U72200AP2016PTC098310
EMail.Id. srinivasuumapathi@gmail.com,Ph.No.9949124761
DIRECTORS’ REPORT
To the Members of VIDVAS SOFTWARE PRIVATE LIMITED
The Board of Directors of your Company is pleased to present their report on the
working of the Company for the year ended 31st March, 2024 together with the Audited
Accounts of the Company.
THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN REFERRED TO IN SUB-
SECTION (3) OF SECTION 92 HAS BEEN PLACED: NA
1. SUMARRY OF FINANCIAL PERFORMANCE
The Company’s financial performance, for the period ended 31st March, 2024 is
summarized below:
(Rupees in hundreds)
Particulars FY 2023-24 FY 2022-23
Total Revenue including WIP 0 0
Total Expenses 6389.00 6384.00
Profit/(Loss) before Tax (6389.00) (6384.00)
Current Tax 0 0
Deferred Tax 0 0
Profit/(Loss) after tax (6389.00) (6384.00)
2. DIVIDEND:NA
3. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with
respect to Directors’ Responsibility Statement, the Board of Directors of the Company
hereby state that:-
a)in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b)the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for the year under review;
c)the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d)the directors have prepared the annual accounts on a going concern basis;
e)the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
4. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly
followed by the Company.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONG THEM
There has been no change in the constitution of Board during the period under review.
The provisions of Section 203 of the Companies Act, 2013 pertaining to appointment of
Key Managerial Personnel are not applicable to the Company.
6. STATE OF AFFAIRS
There has been no change in the nature of business of the company during the financial
year ended 31st March, 2024.the Company was inoperative during the year under
consideration.
7. EXTRACT OF ANNUAL RETURN
The extract of Annual return pursuant to the provisions of Section 92 read with Rule 12
of the Companies (Management and Administration) Rules, 2014 in Form No. MGT-9 is
enclosed as Annexure-“A”.
8. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
During the financial year under review, 04 (Four) meetings of Board of Directors of the
Company were held as under:
S. No Date of Board Meeting No of Directors present in the Board Meeting
1 20/06/2023 2
2 26/09/2023 2
3 28/12/2023 2
4 27/03/2024 2
The maximum interval between any two Board Meetings did not exceed 120 (One
hundred and twenty) days. The details of attendance of each Director at Board Meetings
are as follows:
S. Name of the Director Board meetings
No. No. of Meetings held No. of Meetings
attended
1 VINAY RAVISHANKAR 4 4
2 K SRINIVASA UMAPATHY 4 4
9. CHANGE IN NATURE OF BUSINESS
There were no significant changes in the nature of the business of the Company during
the period under review.
10. AUDIT
V.K VISWESWARA RAO, Chartered Accountant (MRN 201800), as Statutory Auditor of
the Company since incorporation. Further the Board recommended them for another
five years till the year 2026. The consent from the auditors also taken place.
There are no qualifications or observations or remarks made by the Auditors in Their
Report
11. MAINTENANCE OF COST RECORDS
The Directors state that the overall turnover of the company does not exceed the limit
prescribed for maintenance of Cost Records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013, accordingly such accounts and
records are not made and maintained by the Company.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your company has not directly or indirectly
a)given any loan to any person or other body corporate other than usual advances
envisaged in a contract of supply of materials, if any,
b)given any guarantee or provide security in connection with a loan to any other
body corporate or person and
c)acquired by way of subscription purchase or otherwise, the securities of any
other body corporate exceeding sixty percent, of its paid-up share capital, free
reserve and securities premium account or one hundred percent of its free
reserves and securities premium account whichever is more.
13. RELATED PARTY TRANSACTIONS
No transactions were entered by the Company during the financial year with any
related party in the ordinary course of business and on the arm’s length basis. Thus, the
provisions of Section 188(1) of the Companies Act, 2013 are not applicable. During the
period ending 31stMarch, 2024, the Company has not entered into any
contract/arrangement/transaction of material nature with any of the related parties
which are in conflict with the interest of the Company. Related party disclosures are
given in the notes to the financial statement.
14. TRANSFER TO RESERVES
For the period ended 31st March 2024, the Company has not transferred any sum to
Reserve.
15. TRANSFER OF UNCLAIMED/UNPAID AMOUNT TO INVESTOR EDUCATION AND
PROTECTION FUND
Pursuant to provisions of the Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules’),
the dividend which remains unclaimed or unpaid for a period of seven years from the
date of transfer to the Unpaid Dividend Account of the Company and shares on which
dividend are unclaimed or unpaid for a consecutive period of seven years or more are
liable to be transferred to IEPF. This clause is not applicable.
16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the
Company between the end of period to which this financial statements relate and the
date of this Report.
17. DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on
account of principal or interest on deposits from public was outstanding as on the date
of the balance sheet.
18. DETAILS OF MONEY ACCEPTED FROM DIRECTOR
During the period under review the Company has not accepted money in the form of
unsecured loan from the director or relative of the director of the Company.
19.INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS
The Board has adopted the procedures for ensuring the orderly and efficient conduct of
its business, including adherence to the Company’s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting record, and the timely preparation of reliable financial
disclosures.
20. PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosures pertaining to:-
(i) Since the company do not have any employees statement showing the details of the
top 10 employees in terms of remuneration drawn- Not Applicable;
(ii) statement showing the details of employee employed throughout the financial year
and is in receipt of remuneration of Rs. 1,02,00,000/- (Rupees One Crore and Two Lacs
only) or more, or employed for a part of the year and in receipt of Rs. 8,50,000/-
(Rupees Eight Lacs and Fifty Thousand only) or more a month – Not Applicable
as required under Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014.
21. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, ESOS
ETC., IF ANY
The Company has not issued shares with differential voting rights nor granted stock
options nor sweat equity during the period under review.
22. RISK MANAGEMENT POLICY
The Board of Directors facilitates the execution of Risk Management Practices in the
Company, in the areas of risk identification, assessment, monitoring, mitigation and
reporting. At present the Company has not identified any element of risk which may
threaten the existence of the Company.
23. SUBSIDIARIES/ ASSOCIATES OR JOINT VENTURES
During the period under review, no Company has become or ceased to be Subsidiary,
Associates or Joint Venture of the Company.
24. SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
There are no significant material orders passed by the Regulators / Courts /Tribunals
which would impact the going concern status of the Company and its future operations.
25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM , IF ANY,
The threshold limit provided under Section 177(9) read with Rule 7 of the Companies
(Meeting of Board and its Power) Rule, 2014 is not applicable on the Company.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo.
(A) Conservation of Energy
(i) The steps taken or impact on conservation of energy;
The operations of your Company are not energy intensive. However, adequate measures
have been initiated to reduce energy consumption.
(ii) The steps taken by the company for utilising alternate sources of energy;
The operations of your Company are not energy intensive.
(iii) The capital investment on energy conservation equipments; -Nil
(B) Technology absorption-
(i) the efforts made towards technology absorption; - None
(ii) the benefits derived like product improvement, cost reduction, product
development or import substitution; - Not Applicable
(iii) in case of imported technology (imported during the last three years reckoned from
the beginning of the financial year)-
(a) the details of technology imported; - None
(b) the year of import; - Not Applicable
(c) whether the technology been fully absorbed; - Not Applicable
(d) if not fully absorbed, areas where absorption - Not applicable
has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on
Research and Development. - Nil
(C) Foreign exchange Earnings and Outgo
During the period under review there was no foreign exchange earnings or out flow.
27. DISCLOSURE IN TERMS OF VARIOUS PROVISIONS OF THE COMPANIES ACT,
2013
The status of the Company being a Private Limited Company and not having material
profit/turnover/Bank’s borrowings, the provision related to
(a) Statement on declaration given by Independent Directors (Section 149)
(b) Formation of Audit Committee (Section 177)
(c) Formation of Nomination and Remuneration Committee (Section 178)
(d) Undertaking formal Annual Evaluation of Board and that of its committees and the
individual Directors
(e) Undertaking Secretarial Audit (Section 204)are not applicable to the Company and
hence no comment is invited in this regard.
28.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Since the number of employees in the company doesnot exceed 10, the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
is not applicable to the Company.
29. ESTABLISHMENT OF CSR POLICY AND RELATED DISCLOSURE / COMPLIANCES
The Company does not cross the threshold limit provided under Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 relating to Corporate Social Responsibility, hence CSR is not applicable to
the Company.
30. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
The Statutory Auditors have not reported any incident of fraud to the Board of Directors
of the Company.
31. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
Neither any application was made nor any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF
As Company has not done any one time settlement during the year under review hence
no disclosure is required.
33. DETAILS RELATING TO DEPOSITORY PARTICIPANTS : Since the company does
not exceed the threshold limit as mentioned in the Act is not applicable to the Company
34. ACKNOWLEDGEMENT
We take the opportunity to express our deep sense of gratitude to Bankers and
customers for their continued guidance and support. Your directors would like to
record their sincere appreciation of their dedicated efforts put in by employees across
all levels in the organization, which have enabled the company to start operations. And
to you, our shareholders, we are deeply grateful for the confidence and faith that you
have always placed on us.
Place: VISAKHAPATNAM
Date: 26th July,2024
SRINIVASA UMAPATHY KOTHALANKA
(Director- 07404192)
Annexure – C to the Directors Report
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the
Companies(Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 including certain arm’s length transactions under third
proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis:
There were no contracts / arrangements / transactions entered into during the year
ended 31st March, 2024 which were not Arm’s Length Basis.
2. Details of material contracts or arrangement or transactions at arm's length basis:
There were no contracts / arrangements / transactions entered into during the year
ended 31st March, 2024 which were Arm’s Length Basis
Place: VISAKHAPATNAM
Date: 26th July,2024
SRINIVASA UMAPATHY KOTHALANKA
(Director- 07404192)
VIDVAS SOFTWARE PRIVATE LIMITED
D No- 2-3-9/8, SAI BALAJI RESIDENCY, RAM NAGAR PEDAGANTYADA, B H P V
VISAKHAPATNAM, ANDHRAPRADESH
U72200AP2016PTC098310
EMail.Id. srinivasuumapathi@gmail.com,Ph.No.9949124761
List of shareholders as on the last date of financial year , i.e. 31/03/2024
S. Name of the shareholder ADDRESS No of Value of the Total
No. shares share shareholding
1 SRINIVASA UMAPATHY 2-3-9/8,RAM NAGAR, 8,000 10 80,000
KOTHALANKA PEDAGANTYADA,BHPV,
VISAKHAPATNAM 530012
ANDHRAPRADESH
2 VINAY RAVISHANKAR CHIKKAJALA G POST, 2,000 10 20,000
BANGALORE NORTH
TALUK, BANGALORE
562157 KARNATAK
TOTAL 10000 100000
Place: VISAKHAPATNAM
Date: 26th July,2024
SRINIVASA UMAPATHY KOTHALANKA
(Director- 07404192)
