Virat Crane Industries Limited Guntur
The directors submit annual report of Virat Crane Industries Limited along with theaudited financial statements for the financial year ended March 31 2017.
|Particulars ||2016-17(Rs. InLacs) ||2015-16(Rs. InLacs) ||2014-15(Rs. InLacs) |
|Revenue from Operations & || || || |
|Other Income ||7148.30 ||6086.20 ||6324.59 |
|Profit/(Loss) Before Interest & || || || |
|Depreciation ||392.76 ||893.34 ||826.60 |
|Interest ||5.022 ||16.20 ||6.56 |
|Depreciation ||27.01 ||18.19 ||17.18 |
|Profit before exceptional and extraordinary items ||360.72 ||858.95 ||802.44 |
|Profit/ (Loss) before Tax ||360.72 ||867.55 ||798.11 |
|Income Tax-(Current Tax) ||121.91 ||282.23 ||257.48 |
|Previous Year Tax ||0.017 ||-7.23 ||1.79 |
|Deferred-tax (expenses)/ Income ||7.73 ||5.90 ||4.80 |
|Profit (Loss) after Taxation ||228.39 ||572.15 ||537.59 |
|EPS-Basic ||1.12 ||2.80 ||2.63 |
|EPS-Diluted ||1.12 ||2.80 ||2.63 |
The Board of Directors has recommended a total dividend of Rs.0.50/- per equity shareof face value of Re. 10/- each for the year ended 31st March 2017 amounting to Rs.122.91Lacs (inclusive of dividend distribution tax of Rs 20.79 lacs). The dividend payoutis subject to approval of members at the ensuing 25th Annual General Meeting. will bepaid on or after 4th October 2017 to the Members. The total dividend for the financialyear amounts to Rs.0.50/- per equity share.
Transfer to reserves
The Company proposes to transfer Rs. 22.83 Lacs to the general reserve out of theamount available for appropriation and an amount of 228.39 Lacs 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 2016-17 is71.48 crores. It was increased by 17.45% over last year (60.86 crores in 2015-16).Profit after tax (PAT) for the financial year 2016-17 is 228.39 Lacs. It was decreased by60.08% over last year (572.16 Lacs in 2015-16). The revenue was fall minor due to sluggishmarket conditions in final quarter and it was only temporary market fluctuation. Therewere no adverse changes in company consumer base and it was increased positively.
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 annualaccounts the applicable accounting standards have been followed and there are no materialdepartures; ii. the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period; iii. the directors hadtaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; iv. the directors hadprepared the annual accounts on a going concern basis; v. the directors had laid downinternal financial controls to be followed by the Company and such internal financialcontrols are adequate and operating effectively; vi. the directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
Changes among Directors and key managerial personnel
i. Reappointment of Mr. G.Subba Rao whose office was liable to retire by rotation at24th annual general meeting of the company: Mr. G.Subba Rao director liable to retire byrotation under the Articles of Association of the Company in 24thAnnual General Meetingand being eligible offer himself for reappointment as Director. The Shareholders approvedhis re-appointment as Director of the company at 24thAnnual General Meeting of the companyheld on 26.09.2016 ii. Appointment of company secretary and compliance officer: During thefinancial year the board appointed Mr. Adi Venkata Rama.R (ICSI Membership No:A46744)company secretary Associate Member of Institute of Company Secretaries of India as aCompany Secretary and compliance officer of the company on the meeting held on 03-10-2016.iii. Sad demise of Mr. Grandhi Subba Rao Non-executive Director-During the year Mr.Grandhi Subba Rao Non-executive Director and founder of the company was died on24.03.2017. iv.Directors liable to retire by rotation In ensuing Annual General Meeting :Mrs. Himaja Manepalli 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.
Policy on directors appointment and remuneration and other details
The Company's policy on directors 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 directors 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 that there is no change in status ofIndependence
Independent Directors Meeting
During the year under review two meeting of independent directors was held on01.06.2016 and 25.03.2017 in compliance with the requirements of schedule iv of thecompanies act 2013. The Independent Directors at the meeting inter alia reviewed thePerformance of Non-Independent Directors and Board as a whole. Performance of theChairperson of the Company taking into account the views of Executive Director andNon-Executive Directors. Assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto 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 - iand forms an integral part of this Report.
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 section 139 of the companies Act2013 and rules made there under it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the said provisions. The tenure of the existing auditors of the company M/S NagaRaju & Co. Chartered Accountants Guntur completed at ensuing Annual General Meetingof the company and shall not be eligible for re-appointment. On recommendations of AuditCommittee the Board has recommended and proposed the appointment of M/s Anantha &Associates Chartered Accountants (FRN: 010642S) as the statutory Auditors of the companyfor a period of five consecutive years from the conclusion of the 25th Annual GeneralMeeting of the company scheduled on 29th September 2017 till the conclusion of the 30thAnnual General Meeting to be held in the year 2022 subject to approval of shareholders ofthe company.
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 to conduct the Secretarial Audit of the Company forthe financial year ended March 31 2017.
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 non-compliance of section 203 of theCompanies Act 2013 and regulation 6 of SEBI (LODR) Regulations 2015 in respect toappointment the Company Secretary as Key Managerial Person Compliance officer upto 2ndOctober 2016 and non-compliance of regulation 31(2) of SEBI (LODR) Regulations 2015 inrespect to maintenance of hundred percent of shareholding of promoter(s) and promotergroup in dematerialized and non-appointment of internal Auditors in compliance of section138 of the companiesAct2013
Board Clarification on Secretarial Auditors Qualifications:
The company directs all the promoters to convert their physical shares into demat formand the majority were converted their shares into demat form. but some promoters are notinterested to convert their shares into demat form but the company is sincerely trying tocompliance of hundred percent promoters share holding into demat form and the company isalso trying to appoint a internal auditor in near future.
COSTAUDIT: Not Applicable
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 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(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 ||1:53 |
During the financial year 2016-17 The Company does not pay remuneration to Non-Executive Directors b. The percentage increase in remuneration of total directors chiefexecutive officer chief financial officer company secretary in the financial year: 1.04%c. The percentage increase in the median remuneration of employees in the financial year:22.89% d. The number of permanent employees on the rolls of Company: 49 e. Averagepercentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year and its comparison with the percentile increase inthe managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration: 45% Increase in themanagerial remuneration for the year was :1.04% Justification:
Managerial remunerations was increased only after several years and it was not onannual basis hence with respect to the growth and revenue perspective of the company theincrease in Managerial remuneration was justified There was no exceptional circumstancesfor increase in the managerial remuneration f. The key parameters for any variablecomponent of remuneration availed by the directors: Nil g. Affirmation that theremuneration is as per the remuneration policy of the Company: The Company affirmsremuneration is as per the remuneration policy of the Company. h. The statement containingparticulars of employees as required under Section 197(12) of the Act read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: NA
Further the report and the accounts are being sent to the members excluding theaforesaid annexure. In terms of Section 136 of the Act the said annexure is open forinspection at the Registered Office of the Company. Any shareholder interested inobtaining a copy of the same may write to the Company Secretary.
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 itsareas of operations through initiatives like (a) Green infrastructure (b) Operationalenergy efficiency
Technology absorption adaption and innovation: The Company continues to use thelatest technologies for improving the productivity and quality of its services
Foreign exchange earnings and outgo
Your Company does not have foreign exchange earnings and outgo in financial year2016-17.
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 andcommitments affecting the financial position of the Company occurred between the end ofthe financial year to which this financial statements relate on 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 have no Joint Ventures/Subsidiaries/ Associates
Prevention of Sexual Harassment Of Women At Workplace
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (Act') and Rules made there under yourCompany has constituted Internal Complaints Committees (ICC).
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 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 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 behaviour 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 : VI
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 beentransferred by the company to the Investor Education and Protection Fund (IEPF)established by the Central Government.
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
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).
Change of registered Office within the local limits of the city
During the year the registered office of the company was changed from D.No.25-2-1G.T.Road Opp: Mastan Darga Guntur - 522004 to D.No. 25-18-54 Opp: Crane Betel NutPowder works main road Sampath Nagar Guntur - 522004.
The Directors Appreciate and value the contributions made by every member of the viratcrane industries family and also the directors thank the company's employees customersvendors investors for their continuos support.
On Behalf of the board of directors
|Guntur ||G.V.S.L. Kantha Rao ||M.Himaja |
|12.08.2017 ||Managing Director ||Director |
| ||(DIN: 01846224) ||(DIN: 06505782) |