Virat Crane Industries Limited
The directors submit 30th annual report of Virat Crane Industries Limitedalong with the audited financial statements for the financial year ended March 31 2022.
Standalone Financial Results:
|Particulars ||2021-22 ||2020-21 |
| ||(Rs.In lacs) ||(Rs.In lacs) |
|Revenue from Operations ||9636.91 ||8509.58 |
|& Other Income || || |
|Profit/(Loss) || || |
|Before Interest ||864.44 ||881.95 |
|& Depreciation || || |
|Interest ||30.18 ||28.16 |
|Depreciation ||32.41 ||32.50 |
|Profit before ||801.85 ||821.29 |
|exceptional and || || |
|extraordinary items || || |
|Profit/ (Loss) before Tax ||801.85 ||821.29 |
|Income Tax-(Current Tax) ||204.52 ||214.79 |
|Profit (Loss) after Taxation ||597.33 ||606.50 |
|EPS-Basic ||2.92 ||2.97 |
|EPS-Diluted ||2.92 ||2.97 |
The Board of Directors has not recommended any dividend for the financial year 2021-22.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 transfer Rs. 5.97 Crores which is total profit of the financialyear 2021-22 to the general reserve hence no amount was kept in profit & lossaccount out of the profits of financial year 2021-22 as total profit was transferred togeneral reserve.
During the Year under review revenue from operations for the financial year 2021-22 isRs.96.07 Crores. It was increased by 13.05% over the last financial year (Rs.84.98 Croresin 2020-21). Profit after tax (PAT) for the financial year 2021-22 is Rs.5.97 Crores. Itwas decreased by 0.01% over last year (Rs.6.06 Crores in 2020-21).The company has improvedits revenue decently and profit almost as previous years though there were many hindrancesand continuous lockdowns across country due to the pandemic covid-19 in the first half offinancial year.
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 been no 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. Mrs.Himaja(Din:06505782)Non Executive Director liable to retire by rotation underthe Articles of Association of the Company and the applicable provisions of the companiesact2013.in the 29th Annual General Meeting and being eligible offers herself forreappointment as Director. The Shareholders approved her re-appointment as Director of thecompany at the 29thAnnual General Meeting of the company held on 30.09.2021.
ii. Mr.Gopala Krishna Murthy.J(Din:00930747 )Non Executive Director liable to retireby rotation under the Articles of Association of the Company and the applicableprovisions of the companies act2013. in the 29th Annual General Meeting and beingeligible offers himself for reappointment as Director. The Shareholders approved hisre-appointment as Director of the company at the 29thAnnual General Meeting ofthe company held on 30.09.2021
iii. Directors liable to retire by rotation in ensuing Annual General Meeting:
Mr.Venkata Sri Hari.P.(Din:03452957) Non Executive Director liable to retire byrotation under the Articles of Association of the Company in ensuing Annual GeneralMeeting and being eligible offer himself for reappointment as a Director. The Boardrecommends his 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: 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) regulations 2015.Hence that there is no change in status ofIndependence. web link where details of familiarization programs imparted to IndependentDirectors : www.cranegroup.in
Independent directors to be appointed in ensuing AGM:
Subject to approval of shareholders at this ensuing Annual General Meeting of thecompany as per the recommendation of the Nomination and Remuneration Committee the Boardhas proposed to appoint Sri. Venkata Santhi Kumar Nerella (DIN: 08949327) and Sri VenkataNageswara Rao Kota (DIN: 09718689) as independent Directors of the company for a period offive years w.e.f 30.08.2022 for first term their appointment effective from 30.08.2022and the Board have opinion that it is very much beneficial to the company and therefore itis desirable to appoint and avail their services as Independent Directors. Accordingly itis proposed to appoint Sri. Venkata Santhi Kumar Nerella (DIN:08949327) and Sri VenkataNageswara Rao Kota (DIN: 09718689) as Independent Directors of the Company not liable toretire by rotation and to hold office for the first term of 5 (five) consecutive years onthe Board of the Company.
Independent Directors To Be Ceased After The Closure Of The Financial Year
Mr Potti Bhaskara Rao have to be completed their second term of five year period asIndependent directors on 26.09.2022 and
VIRAT CRANE INDUSTRIES LTD.. CRANE I
shall not eligible for re-appointment as independent directors for another term. Hencethe said independent directors shall be retired as Directors of the company i.e.26.09.2022 and the Board has not recommended to continue them as a Directors of thecompany.
Independent Directors Meeting
During the year under review four meetings of independent directors were held on26-06- 202101-09-202127-10-2021and 31-01-2022 in compliance with the requirements ofschedule IV of the companies act 2013.The Independent Directors at the meeting interalia reviewed the Performance of NonIndependent 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.
Pursuant to Section 92 read with Section 134(3)(a) of the Act the Annual Return as onMarch 31 2022 is available on the Company's website on 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.
The Shareholders at the 25th Annual General Meeting held on 29th September 2017 haveappointed M/s Anantha & Associates Chartered Accountants(FRN:01 0642S) as StatutoryAuditors of the Company to hold office until the conclusion of 30th Annual GeneralMeeting who have expressed their consent to continue and the Audit Committee has exploredfor the reappointment of statutory auditors and recommended the same to the Board to re-appointM/s Anantha & Associates Chartere d Accountants(FRN:010642S) for a periodof five years from the conclusion of the ensuring Annual General Meeting till theconclusion of 35th Annual General Meeting. The remuneration of the auditors will bedecided by the Audit Committee in addition to the reimbursement of taxes and actual out ofpocket expenses incurred in connection with the audit of accounts of the Company for thefinancial year ending 31st March 2023 and thereafter each year from time to time. TheStatutory Auditors have confirmed their eligibility under Sec. 141 of the Companies Act2013 and have also expressed their willingness to be appointed as Statutory auditors ofthe Company.
Pursuant to the provisions of 139 of the act and rules framed there under M/s.Anantha& Associates(FRN:010642S)Charted Acocunta nts Guntur retiring auditors areeligible for
re-appointment as statutory auditors of the company for the financial year 2022-23 tillthe conclusion of annual general will be held for the financial year 2026-27.
The necessary resolution for shareholders regarding re-appointment of the statutoryAuditors shall be placed in the Notice of 30th AGM of the company.
The Report given by the Auditors on the financial statement of the Company is part ofthis Report.
The auditor's report does not contain any qualifications reservations or adverseremarks. Audit Report is given as an annexure -IX 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 Practice Vijayawada
.They had conducted the Secretarial Audit of the Company for the financial year endedon March 31 2022.
Secretarial Auditors Report
The detailed report on the Secretarial Audit in Form MR- 3 is appended as an AnnexureIII to this Report. There are no qualifications reservations or adverse remarks given bySecretarial Auditors of the company.
Board Clarification on Secretarial Auditors Qualifications': Nil as there were no
qualifications reservations or adverse remarks given by Secretarial Auditors of theCompany.
Cost Audit is not applicable to the company for the financial year 2021-22.
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 AnnexureI 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 II 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 the
employees of the Company for the financial year:
Name of the Executive Ratio to median
G V S L Kantha Rao 1:44
During the financial year 2021-22 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: NiL%
c. The percentage increase in the median remuneration of employees in the financialyear: 37.6%
d. The number of permanent employees on the rolls of Company: 68
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: Nil
The percentage increase in the median remuneration of employees in the financial year:37.6%
Percentage of Employees median remuneration was increased more than Thirty Sevenpercent during the financial year compared to the previous financial year. The percentageof increase of managerial remuneration was nil. The employees' median remunerationincreased 37.6% compared to the increment of median remuneration of managerialremuneration. The Managerial remunerations were not increased with respect to the growthand revenue perspective of the company but the median remuneration of employees of thecompany during the financial year 2021-22 was significantly increased compare to previousyear. The non incremental in Managerial remuneration was justified as the management waswilling to cater more funds at the company at the cost of their own benfits.
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 and all type of pollutions in allits operating areas of business through all possible initiatives like
(a) Green infrastructure
(b) Operational energy efficiency
(C) Reducing Power consumption
(D) Decreasing consumption of fossil fuels
Technology absorption adaption and innovation
The Company continues to use the latest technologies for improving the productivity andquality of its services in all its areas wherever is possible to the company and strive toachieve optimal utilization of resources there by increasing the productivity.
Foreign exchange earnings and outgo
Your Company did not have any foreign exchange earnings and outgo's as the company hadno exports and imports from foreign countries during the financial year 2021-22.
Material changes and commitments if any affecting the financial position of the
company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report:
No material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which this financialstatements 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 were no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
Information regarding Joint Ventures/Subsi diaries/Associates
The company has no Joint Ventures/Subsidiari es/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 thereunder your Company.
Number of Complaints Received During the
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 are currently underway. Your Company thrust is on thepromotion of talent internally through job 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 IV
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.628425 which was declared and paid for the financialyear 2013-14 has been unpaid/unclaimed for a period of seven years till the end of thefinancial year 31-03-2021.The same amount has been transferred to the Investor Educationand Protection Fund (IEPF) established by the Central Government .
The Final dividend amount of Rs.1180048 which was declared and paid for the financialyear 2014-15 has been unpaid/unclaimed for a period of seven years till the end of thefinancial year 31-03-2022.The same amount subject to if any amount will be claimed by theshareholders in given due time before transfer to the Investor Education and ProtectionFund (IEPF) will be transferred to Investor Education and Protection Fund (IEPF) in the
VIRAT CRANE INDUSTRIES LTD
financial year 2022-23.
Report on Corporate GovernanceYour Directors are pleased to inform you thatyour Company has implemented all the stipulations prescribed under regulation 27 of theSEBI (LODR) Regulations 2015. The Statutory Auditors of the Company have examined therequirements of the Corporate Governance with reference to SEBI (LODR) Regulations 2015andhave certified the compliance as required under SEBI (LODR) Regulations 2015.
A separate report on Corporate Governance in Annexure V 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 Code of conduct or ethics policy. Thedetails are reported in report on corporate governance which forms part of this report asAnnexure VII
The policy is available on www.cranegroup.in
the Company in terms of regulation 17(8) of the SEBI (LODR) Regulations 2015 interalia confirming the correctness of the financial statements and cash flow statementsadequacy of the internal control measures and reporting of matters to the Audit Committeeis 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 No: VI and the policyshall be available at www.crangegroup.in
_ The Directors Thank the Company Employees Customers and Vendors and investors fortheir continues support. The Directors also thank Government of India and ConcernedDepartments for their Cooperation.
VI RAT CRANE INDUSTRIES LIMITED
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies
(Accounts) Rules 2014.
Disclosure of particulars of contracts/arrangements entered into by the company withrelated parties referred to in sub section (1) of section 188 of the Companies Act 2013including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.
|SL. No. ||Particulars ||Details |
|a) ||Name (s) of the related party & nature of relationship ||Nil |
|b) ||Nature of contracts/arrangements/transaction ||NA |
|c) ||Duration of the contracts/arrangements/transaction ||NA |
|d) ||Salient terms of the contracts or arrangements or transaction including the value if any ||NA |
|e) ||Justification for entering into such contracts or arrangements or transactions' ||NA |
|f) ||Date of approval by the Board ||NA |
|g) ||Amount paid as advances if any ||NA |
|h) ||Date on which the special resolution was passed in General meeting as required under first proviso to section 188 ||NA |
2. Details of contracts or arrangements or transactions at Arm's length basis.
|Particulars ||Details |
|a) ||Name (s) of the related party & nature of relationship ||Names: |
1 .Mr. PV Sri Krishna
2. Mr. K. Praveen
3. Mr.GVSL Kantha Rao
4. Mr.Adi Venkata Rama
5. Crane Golbal Solutions Limited
6. Crane Infrastructure Limited
| || || ||Relationship: |
30th Annual Report
VIRAT CRANE INDUSTRIES LIMITED
| || ||1. Mr.PV Sri Krishna and |
2. Mr.KPraveen are relatives of
Key Managerial person namely Sri GVSL Kantha Rao
3. Mr.GVSL Kantha Rao is Managing Director of the company
4. Mr.Adi Venkata Rama is company secretary of the company
5. Common Promoters
6. Common Promoters
|b) ||Nature of contracts/arrangements/transaction ||1. Rs.15 Lakhs paid as salary |
2. Rs. 12 Lakhs paid as salary
3. Rs.60 Lakhs Paid as salary
4. Rs.7.2 Lakhs paid as salary
5. R.s 65.63 lakhs received as repayment of advances given.
6. R.s 1.07 crores of amount was given as advance.
|c) ||Duration of the contracts/arrangements/trans action ||The transaction related to point five of above is for two years hence repaid the amount. |
The transaction related to point 6 of above is related development of software and is for one year.
|d) ||Salient terms of the contracts or arrangements or transaction including the value if any ||All the transactions either received or paid or taken for the business purpose only. |
|e) ||Date of approval by the Board/Share holders ||20/05/2021 |
|f) ||Amount paid as advances if any || |
On behalf of the board of directors
For Virat Crane Industries Limited.
Guntur G.V.S.L. Kantha Rao
30.08.2022 (Managing Director)
30th Annual Report