Virat Crane Industries Limited
The directors submit 27th annual report of Virat Crane Industries Limited along withthe audited financial statements for the financial year ended March 312019.
Standalone Financial Results:
|Particulars ||2018-19 ||2017-18 ||2016-17 ||2015-16 |
| ||(Rs . In Lacs) ||(Rs. In Lacs) ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Revenue from Operations & Other Income ||8572.24 ||8805.01 ||7148.30 ||6086.20 |
|Proflt/(Loss) Before Interest & Depreciation ||1034.63 ||1053.75 ||392.76 ||893.34 |
|Interest ||43.77 ||65.07 ||5.022 ||16.20 |
|Depreciation ||30.36 ||28.47 ||27.01 ||18.19 |
|Profit before exceptional and extraordinary items ||960.50 ||960.19 ||360.72 ||858.95 |
|Profit/ (Loss) before Tax ||960.50 ||957.05 ||360.72 ||867.55 |
|Income Tax -(Current Tax) ||27.00 ||330.00 ||121.91 ||282.23 |
|Previous Year Tax ||05.00 ||3.14 ||0.017 ||7.23 |
|Deferred -tax (expenses)/ Income ||04.46 ||6.38 ||7.73 ||5.90 |
|Profit (Loss) after Taxation ||680.96 ||620.66 ||228.39 ||572.15 |
|EPS-Basic ||3.33 ||3.04 ||1.12 ||2.80 |
|EPS-Diluted ||3.33 ||3.04 ||1.12 ||2.80 |
The Board of Directors has not recommended any dividend for the financial year 2018-19.The Board of Directors wanted to keep the profits at the company for utilizing theconstruction of new plant which is being constructed since management did not want tohave burden of external debt on the company.
Transfer to reserves
The Company proposes to transfer Rs. 68.09 Lakhs to the general reserve out of theamount available for appropriation and an amount of489.96 Lakhs is proposed to be retainedin the profit and loss account.
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.
During the Year under review revenue from operations for the financial year 2018-19 isRs.85.78 Crores. It was decreased by 2.57% over the last financial year (Rs.88.05 Croresin 2017-18). Profit after tax (PAT) for the financial year 2018-19 is Rs.6.80 Crores. Itwas increased by 09.72% over last year (Rs.6.20 Crores in 2017-18).The revenue wasincreased though the company was facing rigid competition in the industry. It was due tomanagement commitment and high quality products of the company.
Directors' responsibility statement
Pursuant to Section 134(5) ofthe 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. Reappointment of Mr.Venkata Sri Hari.Puvvada whose office was liable to retire byrotation at 26th annual general meeting of the company:
Mr.Venkata Sri Hari.Puvvada director liable to retire by rotation under the Articlesof Association of the Companyin 26th Annual General Meeting and being eligible offerhimself for reappointment as Director. The Shareholders approved his re-appointment asDirector of the company at the 26th Annual General Meeting of the company heldon 28.09.2018.
ii. Reappointment of Managing Director:
Sri GVSL Kantha Rao was reappointed as Managing Director not liable to retire byrotation and to hold office for the second term of five consecutive years in the board ofthe company with effective from 1st November 2018 to 31st October2023.
iii. Directors liable to retire by rotation in ensuing Annual General Meeting:
Mrs. Manepalli Himaja director liable to retire by rotation under the Articles ofAssociation of the Company in ensuing Annual General Meeting and being eligible offerherself for reappointment as Director. The Board recommends her re-appointment.
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:
ii. Previous Years observations and actions taken:
iii. Proposed actions based current year Observations:
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 on28.05.2018 14.08.2018 16-11-2018 and 13-02-2019 in compliance with the requirements ofschedule 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 there underM/s Anantha & Associates Chartered Accountants (FRN: 010642S) as the statutoryAuditors of the company for a period of five consecutive years from the conclusion of the25th Annual General Meeting of the company schedule 29th September 2017 tillthe conclusion of the 30th Annual General Meeting to be held in the year 2022for this Theshareholders of the company had given their consent by way of ordinary resolution in theannual general meeting held on 29-092017.
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 at every Annual General Meeting. The Report given by the Auditors on thefinancial statement of the Company is part of this Report.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their 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.
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 re enactment(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 Practice Vijayawada .They had conducted the Secretarial Audit of theCompany for the financial year ended on March 312019.
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 givenby Secretarial Auditors of the Company except
The Company did not ensure that the limited review or audit reports submitted to thestock exchange(s) on a quarterly or annual basis were given by an auditor who hassubjected himself to the peer review process of Institute of Chartered Accountants ofIndia and holds a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.
Board Clarification on Secretarial Auditors Qualification:
The Board of directors of the company has received confirmation from the statutoryauditor of the company that he had already made an application to the peer review board ofinstitute of charted accountants of india (ICAI) for issuance of peer review certificateand the matter of issuance of peer review certificate to the statutory auditor is pendingwith the ICAI.
Maintenance of Cost Records and Cost Audit:
Cost Audit is not applicable to the company for the financial year 2018-19.
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 in AnnexureII in Form AOC-2 and the same forms part ofthis 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(Corporate Social Responsibility Policy) Rules 2014. The policy is available onwww.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 givenbelow
A. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
Name of the Executive director Ratio to median remuneration G V S L KANTHA RAO 1:65
During the financial year 2018-19 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: 41.19%
c. The percentage increase in the median remuneration of employees in the financialyear: 54.58%
d. The number of permanent employees on the rolls of Company: 70
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: 41.19%
The percentage increase in the median remuneration of employees in the financial year:54.58%
Percentage of Employees median remuneration was increased more than fifty four percentduring the financial year compared to the previous financial year. The percentage ofincrease of managerial remuneration was forty one. The employees' median remunerationincreased more than 13% of increase of median remuneration of managerial remuneration.Managerial remunerations were increased with respect to the growth and revenue perspectiveof the company. The increase in Managerial remuneration was justified as there were noexceptional circumstances 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 outgo
Conservation 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 2018-19.
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
Report on Corporate Governance
Your Directors are pleased to inform you that your Company has implemented all thestipulations prescribed under regulation 27 ofthe 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 togetherwith a Certificate from the Statutory Auditors of the Company regarding compliance ofconditions of Corporate Governance as stipulated regulation 27 of the SEBI (LODR)Regulations 2015. A Certificate of the CFO of the Company in terms of regulation 17(8) ofthe SEBI (LODR) Regulations 2015 inter alia confirming the correctness of the financialstatements and cash flow statements adequacy of the internal control measures andreporting of matters to the Audit Committee is also annexed.
Whistle Blower Policy
The Company established Whistle Blower Policy for directors and employees to reportconcerns about un-ethical behavior actual or suspected fraud or violation of theCompany's code of conduct or ethics policy. The details are reported in Report oncorporate Governance which forms part of this Report as Annexure VII
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 :
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
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 directorsappreciate and value the contributions made by every member of the Virat Crane Industriesfamily.
On behalf of the board of directors
| ||G.V.S.L.Kantha Rao |
|Place: Guntur ||Managing Director |
|Date: 14.08.2019 ||(DIN :01846224) |