Virat Crane Industries Limited
The directors submit annual report of Virat Crane Industries Limited along with theaudited financial statements for the financial year ended March 31 2020.
Standalone Financial Results :
| ||2019-20 ||2018-19 ||2017-18 |
|Particulars ||(Rs. In lacs) ||(Rs. In lacs) ||(Rs. In lacs) |
|Revenue from Operations & Other Income ||8543.03 ||8572.24 ||8805.01 |
|Profit/(Loss) Before interest & Depreciation ||911.86 ||1034.63 ||1053.75 |
|Interest ||38.12 ||43.77 ||65.97 |
|Depreciation ||31.45 ||30.36 ||28.47 |
|Profit before exceptional and extraordinary items ||842.29 ||960.50 ||960.19 |
|Profit/(Loss) before Tax ||842.29 ||960.50 ||957.05 |
|Income Tax (Current Tax) ||222.82 ||27.00 ||330.00 |
|Deferred-tax (expenses)/ Income ||02.80 ||04.46 ||6.38 |
|Profit (Loss) after Taxation ||619.47 ||680.96 ||620.66 |
|EPS-Basic ||3.03 ||3.33 ||304 |
|EPS-Diluted ||3.03 ||3.33 ||304 |
The Board of Directors has not recommended any dividend for the financial year 2019-20.The Board of Directors wanted to keep its profits at the company for strengthening thebusiness of the company in the future.
Transfer to reserves
The Company proposes to retain an amount of 619.47 lakhs in the profit and lossaccount.
During the Year under review revenue from operations for the financial year 2019-20isRs.85.53Crores. It was decreased by 0.29% over the last financial year (Rs.88.78Croresin 2018-19). Profit after tax (PAT) for the financial year 2019-20 is Rs.6.19 Crores. Itwas decreased by 09.02% over last year (Rs.6.80Crores in 2018-19).The revenue and theprofit was decreased due to the pandemic covid-19 in the last quarter of the financialyear.
Material changes affecting the Company
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this Report. There has beenno change in the nature of business of the Company.
Directors' responsibility statement
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
I. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
V. the directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Changes among Directors and key managerial personnel
i. During the year Sri Mattupalli Venkata Subba Rao (DIN: 06959568) has beenre-appointed as an Independent Director of the company for his second term of five yearsw.e.f 30.09.2019.
ii. During the year Mr.Venkata Sri Hari.Puvvada has reappointed as a Chief FinancialOfficer of the company w.e.f 31.03.2020 for a period of five years
ii. Mrs. Manepalli Himaja Director director liable to retire by rotation under theArticles of Association of the Company in 27th Annual General Meeting and being eligibleoffer herself for reappointment as Director. The Shareholders approved her reappointmentas Director of the company at the 27th Annual General Meeting of the companyheld on 30.09.2019.
iii. Directors liable to retire by rotation in ensuing Annual General Meeting:
iv. Mr. Venkata Sri Hari.Puvvada director liable to retire by rotation under theArticles of Association of the Company in ensuing Annual General Meeting and beingeligible offer herself for reappointment as Director. The Board recommends hisre-appointment
v. Director/s going to be appointed in ensuing general meeting :
Mr. Gopala Krishna Murthy Javvagi (DIN 00930747) was appointed as an AdditionalDirector by the Board with effect from 01.04.2020 pursuant to Section 161 of the CompaniesAct 2013. Pursuant to the provisions of Section 161 of the Companies Act 2013 Mr.Gopala Krishna Murthy Javvagi will hold office up to the date of the ensuing AGM. TheCompany has received a notice in writing under the provisions of Section 160 of theCompanies Act 2013 from a member proposing the candidature of Mr. Gopala Krishna MurthyJavvagi for the office of Director to be appointed as such under the provisions of of theCompanies Act 2013 subject to the approval members at AGM.
Meetings of the Board & Committees
Details of the meetings of the board and board Committees given in corporategovernance report which forms part of this report.
The board of directors has carried out an annual evaluation of its own performanceBoard committees and Individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under regulation 27 of the SEBI (LODR) Regulations 2015.The performanceof the Board was evaluated by the Board after seeking inputs from all the directors on thebasis of the criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc. The performance of the committees wasevaluated by the board after seeking inputs from the committee members on the basis of thecriteria such as the composition of committees effectiveness of committee meetings etc.The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
i. Observations of Board evaluation carried out for the year : Nil
ii. Previous Years observations and actions taken : Nil
iii. Proposed actions based current year Observations: Nil
Policy on director's appointment and remuneration and other details
The Company's policy on director's appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the director's report.
Declaration Given By Independent Directors
In terms with Section 149 (7) of the Companies Act 2013 All the Independent Directorsof the Company have declared that they meet the criteria of Independence in terms ofSection 149(6) of the Companies Act 2013 and SEBI (LODR) regulations2015.Hence thatthere is no change in status of Independence.
Independent Directors Meeting
During the year under review four meetings of independent directors were held on06-05-2019 2507-2019 and 14-11-2019 and 08-02-2020 in compliance with the requirementsof schedule IV of the companies act 2013.The Independent Directors at the meeting interalia reviewed the Performance of Non-Independent Directors and Board as a whole.Performance of the Chairperson of the Company taking into account the views of ManagingDirector and Non-Executive Directors and Assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.
Extract Of The Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure - I andforms an integral part of this Report.
The Web Address if any where Annual return referred to in subsection (3) of section92 is placed: True the Annual return U/s 92 (3) is placed in www.cranegroup.in
Internal financial control systems and their adequacy
The details in respect of internal financial control and their adequacy are included inthe Management Discussion& Analysis which forms part of this report.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s Anantha& Associates Chartered Accountants (FRN:010642S) as the statutory Auditorsof the company for a period of five consecutive years from the conclusion of the 25thAnnual General Meeting of the company schedule 29th September 2017 till the conclusionof the 30th Annual General Meeting to be held in the year 2022 for this the shareholdersof the company had given their consent by way of ordinary resolution in the annual generalmeeting held on 2909-2017.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified a every Annual General Meeting. The Report given by the Auditors on the financialstatement of the Company is part of this Report.
The auditor's report does not contain any qualifications reservations or adverseremarks. Audit Report is given as an annexure -x which forms part of this report.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.
The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or reenactment(s) for the time being in force).
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s. K. Srinivasa Rao & Nagaraju Associates CompanySecretaries in PracticeVijayawada .They had conducted the Secretarial Audit of theCompany for the financial year ended on March 31 2020.
Secretarial auditor report
The detailed reports on the Secretarial Audit in Form MR- 3 are appended as an AnnexureIV to this Report. There were no qualifications reservations or adverse remarks given bySecretarial Auditors of the Company except.
The company did not ensure that the limited review or audit reports submitted to thestock exchange on a quarterly or annual basis were given by auditor who has subjectedhimself to the peer review process of institute of charted accountants of India and holdsa valid certificate issued by the peer review board of institute of charted accountants ofIndia.
Board Clarification on Secretarial Auditors Qualifications'
The board of directors of the company once again has received a declaration from thestatutory auditor of the company that the application which was made earlier to the peerreview board of institute of institute of charted accountants of India (ICAI) for issuanceof peer review certificate has been pending with the ICAI.
Cost Audit is not applicable to the company for the financial year 2019-20
The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis. The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of this report.
Particulars of loans guarantees and investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements
Transactions with related parties
None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure II in Form AOC-2 and the same forms part of this report.
Corporate social responsibility
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the Initiatives undertaken by the Company on CSR activities during the year are setout in Annexure III of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. The policy is available on www.cranegroup.in
Particulars of employees
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 are given below
A. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
G.V.S.L KANTHA RAO : 1:52
During the financial year 2019-20 The Company has not paid any remuneration to Non-Executive Directors
b. The percentage increase in remuneration of total directors chief executive officerchief financial officer company secretary in the financial year: 02.18%
c. The percentage increase in the median remuneration of employees in the financialyear: 25.41%
d. The number of permanent employees on the rolls of Company : 67
e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
Increase in the managerial remuneration for the year was : 02.18%
The percentage increase in the median remuneration of employees in the financial year:25.41%
Percentage of Employees median remuneration was increased more than Twenty five percentduring the financial year compared to the previous financial year. The percentage ofincrease of managerial remuneration was just around two percent. The employees' medianremuneration increased more than 23% of increase of median remuneration of managerialremuneration. The Managerial remunerations were increased with respect to the growth andrevenue perspective of the company and it is increased way less than the incremental ofmedian remuneration of employees of the company during the financial year 2019-20. Theincrease in Managerial remuneration was justified as there were no exceptionalcircumstances for increase in the managerial remunerations.
g. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
Deposits from public
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
Conservation of energy technology absorption foreign exchange earnings and outgoConservation of energy
VCIL continues to work on reducing carbon footprint in all its areas of operationsthrough initiatives like
(a) Green infrastructure
(b) Operational energy efficiency
Technology absorption adaption and innovation
The Company continues to use the latest technologies for improving the productivity andquality of its services
Foreign exchange earnings and outgo
Your Company did not have any foreign exchange earnings and outgo's during thefinancial year 2019-20.
Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report
Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status of the company.
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
The company has no Joint Ventures/Subsidiaries/Associates
Prevention of Sexual Harassment Of Women At Workplace
Your directors confirm that the company has adopted a policy regarding the preventionof sexual harassment of women at work place and has constituted Internal ComplaintsCommittees (ICC) as per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013 ('Act') and Rules made there underyour Company.
Number of Complaints Received During the Year : Nil
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
Management Discussion & Analysis
A detailed Management Discussion and Analysis forms part of this annual report whichis attached to this Report in Annexure V
Transfer of Amounts to Investor Education and Protection Fund
Pursuant to the provisions of section 124 of the companies Act 2013 the declareddividends which remained un paid or unclaimed for a period of seven years have to betransferred by the company to the Investor Education and Protection Fund (IEPF)established by the Central Government:
The Final dividend amount of Rs.514674.50 which was declared and paid for thefinancial year 2012-13 has been unpaid/unclaimed for a period of seven years till the endof the financial year 31-03- 2020.The same amount is going to transferred to the InvestorEducation and Protection Fund (IEPF) established by the Central Government .
Report on Corporate Governance
Your Directors are pleased to inform you that your Company has implemented all thestipulations prescribed under regulation 27 of the SEBI (LODR) Regulations 2015. TheStatutory Auditors of the Company have examined the requirements of the CorporateGovernance with reference to SEBI (LODR) Regulations 2015and have certified thecompliance as required under SEBI (LODR) Regulations 2015.
A separate report on Corporate Governance in Annexure VI is provided together with aCertificate from the Statutory Auditors of the Company regarding compliance of conditionsof Corporate Governance as stipulated regulation 27 of the SEBI (LODR) Regulations 2015. ACertificate of the CFO of the Company in terms of regulation 17(8) of the SEBI (LODR)Regulations 2015 inter alia confirming the correctness of the financial statements andcash flow statements adequacy of the internal control measures and reporting of mattersto the Audit Committee is also annexed.
Whistle Blower Policy
The Company established Whistle Blower Policy for directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation of the Company'scode of conduct or ethics policy. The details are reported in Report on corporateGovernance which forms part of this Report as Annexure No. : VII.
The directors thank the Company's employees customers vendors investors and academicinstitutions for their Continuous support. The directors also thank the government ofvarious countries government of India the governments of various states in India andconcerned government departments/agencies for their co-operation. The directors appreciateand value the contributions made by every member of the Virat Crane Industries family.
|On behalf of the board of directors || |
|Place : Guntur ||G.V.S.L. Kantha Rao |
|Date : 27.07.2020 ||(Managing Director) |
| ||Din: 01846224 |