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VST Tillers Tractors Ltd.

BSE: 531266 Sector: Auto
NSE: VSTTILLERS ISIN Code: INE764D01017
BSE 00:00 | 06 Dec 2346.55 -26.50
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NSE 00:00 | 06 Dec 2347.15 -30.60
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OPEN 2363.05
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VOLUME 274
52-Week high 3129.40
52-Week low 2046.55
P/E 26.70
Mkt Cap.(Rs cr) 2,027
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2363.05
CLOSE 2373.05
VOLUME 274
52-Week high 3129.40
52-Week low 2046.55
P/E 26.70
Mkt Cap.(Rs cr) 2,027
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

VST Tillers Tractors Ltd. (VSTTILLERS) - Director Report

Company director report

Dear Members

Your directors are pleased to present 54th Annual Report together with the AuditedFinancial Statements for the Financial Year ended March 312022.

FINANCIAL PERFORMANCE

(Amount in lakhs)
Particulars Year 2021-22 Year 2020-21
Operating Income 85386 76424
Non-Operating Income 3409 4608
Total Income 88795 81032
Finance Cost 105 154
Depreciation 2504 1708
Total Expenses 75577 69110
Exceptional Item - -
Profit Before Tax 13218 11922
Tax 3287 2845
Profit After Tax 9931 9077
Other Comprehensive Income -6.40 -11
Total Comprehensive Income 9924 9066
Earning Per Share (Basic and Diluted) (Amount in Rupees) 114.95 105.07

PERFORMANCE HIGHLIGHTS

During the year under review i.e. FY 2021-22 your Company's Operating income is Rs85386 lakhs as against Rs 76424 lakhs in the previous year FY 202021 (increased by 11.73%) and the Profit Before Tax (PBT) for the FY 2021-22 is Rs 13218 lakhs as against Rs11922 lakhs in the previous year FY 2020-21( increased by 10.87%). Profit after Tax (PAT)for the FY 2021-22 is Rs 9931 lakhs as against Rs 9078 lakhs in the previous year FY2020-21(increased by 9.41%). With respect to volumes your Company has done 31776 Nos oftillers against the previous year of 27318 Nos and on tractors 7991 Nos againstprevious year of 8835 Nos of tractors.

Despite challenging market conditions your Company's Compact Tractor market sharestood at 7% and power tiller market share at 58 % in FY22.

Your Company continues with cost restructuring exercises and efficiency improvementswhich have resulted in savings through continued focus on cost controls and processefficiencies in all areas thereby enabling the Company to maintain profitable growth inthe current economic scenario.

COVID 19 IMPACT

The COVID-19 pandemic has led to the unprecedented health crisis and has disruptedeconomic activities and global trade. During the year under review the nation experiencedhigh severity and mortality during the second wave of COVID-19 pandemic. With continueslockdowns and disruption in regular economic activities there was supply chaindisruption price volatility of raw materials and sluggish market demand during first halfof the year under review. However the Company dealt with the pandemic by continuing tofocus on operational excellence marketing strategies and keeping its employees andcommunity at the core of it.

The Company is focused on executing a strong Environmental Social and Governanceproposition by working with all relevant stakeholders as well as in its own operations.During the Covid-19 pandemic in the last 2 years the Company driven by intensecollaboration among its teams prioritized on safety health and well-being of itsemployees including communities. We pursued vaccination of our workforce and their familymembers.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

Your Company deals with single segment only i.e. "Manufacturing of AgriculturalMachineries".

DIVIDEND

Based on Profits during the FY 2021-22 and continuing the tradition of rewarding themembers your Board of Directors based on the parameters laid down in the DividendDistribution Policy recommended a dividend of Rs. 20 /- per equity share of face value ofRs.10 each ( i.e. @ 200 % ) payable to those members whose names appear in the Register ofMembers as on the Book Closure / Record Date. The Dividend will be disbursed on or afterAugust 22 2022 if approved by the members at the 54th AGM. The total outflow will be Rs.17.28 Crores

TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.

QUALITY INITIATIVES

For Operational Excellence as it is necessary to be continually introspective ofreadiness into the future. It not only helps benchmark an existing state of excellence ina realistic way but also provides seasoned advisory on what needs to be done for emulatingthe best in the industry. Few of the Quality Initiatives are given below:

• IMexI Initiative (Integrated manufacturing excellence Initiative)

o 3 Days Assessment conducted by Kaizen Hansei / Kaizen Institute team.

o Received Exemplary prize for VST - Hosur plant

o Workshop conducted to understand the Improvement areas based on assessment &identified 23 strategic projects for Excellence in all areas of performance.

• TQM Kick off

o DWM Mapping in Operations (Daily workflow management)

o 5S & Kaizen Initiative

o Trainings for Capability building of the people initiated

• The Companycontinues to sustain itscommitmentto the highest levels of quality.

o The Company successfully completed the annual Recertification audit for QMS - ISO9001:2015

o The Company successfully completed the annual Surveillance audit and retained the ISOcertification for EMS & Safety - ISO14001:2015 & ISO 45001:2018

• Received Platinum award for VST Hosur plant by ABKAOTS SHEC-2022 on SafetyHealth & Environment.

• Initiated QCC (Quality Control Circle) at all the plants of VST &participated in External competition at ABK - AOTS DOSOKAI Tamilnadu Centre

o Rhodium category award for VST Mysore Plant

o Platinum & Gold category award for Hosur Plant

o Gold & Silver category award for Malur Plant

DETAILS OF DIRECTORS AND KMP APPOINTMENT/ REAPPOINTMENT

Ms. Siva Kameswari Vissa (02336249) Independent Director had completed her 1st term of5 years on July 28 2021 and she was reappointment as an Independent Director by theshareholders for 2nd term of 5 years effective from July 29 2022 and she is not liable toretire by rotation.

Mr. Bijanki Jagannath (DIN-00396161) Independent Director has resigned fromDirectorship of the Company on June 14 2021 due to his personal reason. There was nomaterial reason other than those mentioned in the resignation letter.

Dr. Nandakumar Jairam (DIN- 00321693) was appointed as an Independent Director by theshareholders for a period of 5 years w.e.f. June 212021 and he is not liable to retireby rotation.

In the opinion of the Board the Independent Directors possesses integrity expertiseand experience (including the proficiency).

Mr. V.T. Ravindra and Mr. V.S. Arun will be retire by rotation and being eligibleoffer themselves for re-appointment at the 54th Annual General Meeting of the Companyscheduled to be held on August 19 2022.

KEY MANAGERIAL PERSONNEL (KMP)

The following persons are Key Managerial Personnel (KMP) of the Company under section203 of the Companies Act 2013 during the year 2021-22.

1. Mr. V.T. Ravindra - Managing Director

2. Mr. Antony Cherukara - Chief Executive Officer

3. Mr. Pankaj Khemka - Chief Financial Officer

4. Mr. Chinmaya Khatua - Company Secretary

CORPORATE GOVERNANCE

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section on Corporate Governance practices followed by theCompany is provided in this Report. A report of the Statutory Auditors of the Companyconfirming the compliance of conditions of Corporate Governance as required by SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to thisreport.

Compliance reports in respect of all laws applicable to the Company have been reviewedby the Board of Directors.

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013

(a) That in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(b) That the directors have selected such accounting policies and applied themconsistently and made judgements 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 on March 31 2022 and of the profit and loss of the company for thatperiod;

(c) That proper and sufficient care has been taken 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;

(d) That the annual accounts have been prepared on a going concern basis;

(e) That the internal financial controls to be followed by the company have been laiddown and that such internal financial controls are adequate and are operating effectively;

(f) That proper systems to ensure compliance with the provisions of all applicable lawshave been devised and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors including the audit of internal financial controls over financialreporting by the Internal Auditors and the reviews performed by management and therelevant board committees including the audit committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during FY 2021-22.

AUDITORS

M/s. K.S. Rao & Co Chartered Accountants (Firm Regd. No. 003109S) werere-appointed for a second term of five financial years as Statutory Auditors of theCompany effective from the financial year 2021-22 at the 53rd Annual General Meeting("AGM") held during 2021.

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 (as amended) the Board of Directors on the recommendationof the Audit Committee have appointed M/s. Rao Murthy & Associates (Firm RegistrationNo- 00065) Practicing Cost Accountant as the Cost Auditor of the Company for theFinancial Year 2022-23. The remuneration payable to the Cost Auditor is subject toratification of members at the ensuing AGM and same is included in 54th AGM Notice.

The Company has made and maintained cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013.

INTERNAL AUDITORS

M/s. Brahmayya & Co Chartered Accountant were appointed as Internal Auditors undersection 138 of the Companies Act 2013 for the financial year 2021-22.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and read withRules made there under the Board had appointed Thirupal Gorige & Associates LLPPractising Company Secretaries to undertake the Secretarial Audit of the Company for thefinancial year 2021-22. The Secretarial Audit Report is enclosed herewith as Annexure-4.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure 1 to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under Section 134 Companies Act 2013 read with rule 8 (3) of the Companies(Accounts) Rules 2014 is enclosed as Annexure-2.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Chapter- V of theCompanies Act 2013 and rules made thereunder.

INDUSTRIAL RELATION

The year under review witnessed a very positive Industrial Relations scenario acrossall manufacturing locations at Mysore Malur and Hosur plants during the year.

There were 630 of permanent employees on roll as on March 312022.

SAFETY HEALTH AND ENVIRONMENT

V.S.T. considers its people as the most valuable assets and upholding their mental andphysical health is top priority. V.S.T. is a safe workplace and the Safety & Health ofour employees as per the requirement of the Factories Act are ensured. Our motto is"Zero Accident". Our commitment is to protect the environment as per the policy.The Company has been taking all its adequate safety measures for prevention of COVID 19 atall our work locations.

At each Plant location annual events like National Safety Day/Month and Fire ServiceWeek were organized. As per new normal various topics were deployed to train employees onSafety Health and Environment.

The following are some of the key initiatives undertaken during FY 2021-22:

• Conducting safety audits led by the National Safety Council at each operatinglocation and developing action plans based on the audit findings

• Strengthening the consequence management system and creating awareness acrosslocations

• Taking our Proactive Safety Indicators to the next level

INFORMATION TECHNOLOGY

Your company's transactions and operations are run on a robust ERP - SAP which iscompletely operational and functionally stabilized.

To ensure uninterrupted functioning of the systems your company has it's serversrunning on well-maintained data centres on premises on Cloud as well as at a Co-Locationdata centre.

In the last few years the company has implemented and established many new systems andprocesses like Note For Approval (Digital Approval System) E-Catalogue (Exploded viewsof all assemblies sub-assemblies and components) to help Service personnel find the rightcomponents during servicing Travel Management System Product Life Cycle ManagementEngineering Change Tracker Marketing Digital Catalogue app Supplier RelationshipManagement etc.

BOARD MEETING

5 meetings of the Board of Directors were held during the Financial year. For furtherdetails please refer report on Corporate Governance section of this Annual Report.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS

Mr. V.K. Surendra Mr. V.P. Mahendra Mr. V.V. Pravindra Mr. V.T. Ravindra and Mr. V SArun are promoters. Apart from the promoter directors none of the other Directors arerelated to each other.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all independent directors as mentioned insub-section (6) of section 149 of the Companies Act 2013 Schedule- IV of the Act andrelevant provision of SEBI (LODR) Regulations 2015. All the independent directors areregistered with Independent Directors Data Bank.

The online proficiency self-assessment test conducted by Indian Institute of CorporateAffairs has been undertaken by the Independent Director who is not exempted to do so.

COMMITTEES

The Company has constituted Audit Committee Corporate Social Responsibility CommitteeNomination & Remuneration Committee Stakeholders Relationship Committee and RiskManagement Committee. The details of the Committees are mentioned in Corporate GovernanceReport.

VIGIL MECHANISMCUM-WHISTLE BLOWERPOLICY

The Vigil Mechanism as envisaged in the Companies Act 2013 the Rules prescribedthereunder and the Listing Regulations is implemented through the Company's Whistle BlowerPolicy to enable the Directors employees and all stakeholders of the Company to reportgenuine concerns to provide for adequate safeguards against victimisation of persons whouse such mechanism and make provision for direct access to the Chairman of the AuditCommittee.

The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It is to protect employees wishing to raise a concern about seriousirregularities within the Company.

The Company has vigil mechanism cum whistle blower policy to deal with instance offraud and mismanagement if any. The details of the vigil mechanism are explained in theCorporate Governance Report and also posted on the websitehttp://www.vsttractors.com/investors/policies of the Company. The Company has not receivedany complaint during the financial year 2021-22.

AUDITORS QUALIFICATION RESERVATION OR ADVERSE REMARK OR DISCLAIMER

There was no qualification reservation or adverse remark or disclaimer from Statutory& Secretarial Auditors.

There was no fraud reported by the auditors under section 143(12) of the Companies Act2013.

LOANS GUARANTEE & INVESTMENT

The Company has made investment during the financial year 2021-22. The investmentsdetails forms part of the notes to the financial statements provided in this AnnualReport. The company has not given any Loan or Guarantee during the financial year 2021-22.

RELATED PARTY TRANSACTIONS

All related party transactions that are entered into during the financial year were onan arm's length basis. There are no materially significant related party transactions madeby the company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also beforethe Board for approval. Prior omnibus approval of the Audit Committee was obtained for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their information and approval. The policy on dealing with Related PartyTransactions as approved by the Board can be accessed at http://www.vsttractors.com/investors/policies .

The Related Party Transaction details including the transaction(s) of the Company ifany with a person/entity belonging to the promoter/promoter group which hold(s) more than10% shareholding in the Company as required pursuant to para A of Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of thenotes to the financial statements provided in this Annual Report. Please refer the detailsin Annexure -5 for AOC-2 Form.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments affecting the financial position of thecompany which have occurred between end of the financial year of the company to which thefinancial statements relate and the date of the report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Policy inter-alia provides for criteria andqualifications for appointment of Director Key Managerial Personnel and SeniorManagement Board diversity remuneration to Directors Key Managerial Personnel etc. Thepolicy can be accessed at the following link: https://www.vsttractors.com/investors/policies

RISK MANAGEMENT

The Company has constituted a Risk Management Committee which has been entrusted withthe responsibility to assist the Board in (a) approving the Company's Risk ManagementFramework and (b) overseeing all the risks that the organization faces such as strategicfinancial liquidity security regulatory legal and other risks that have beenidentified and assessed to ensure that there is a sound Risk Management Policy in place toaddress such concerns / risks.

The risk pertaining to business of the Company is discussed at the Risk ManagementCommittee Audit Committee and at the Board Meetings on regular basis.

The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and Regulation 21 of the Listing Regulations

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formed CSR policy and Committee as required by the Act and same areavailable in Company website i.e. http://www.vsttractors.com/investors/policies.During the financial year 2021-22 the Company had spent Rs. 1.59 crores in CSR Activities.The CSR details forms part of annexure -3 to the Board's Report. For more details pleaserefer Corporate Governance section of the Annual Report.

EVALUATION OF BOARD PERFORMANCE

The Board works with the nomination and remuneration committee to lay down theevaluation criteria for the performance of executive/non-executive/independent directorsthrough a peer-evaluation excluding the director being evaluated. The evaluation of BoardCommittees and Individual Directors was conducted as per the procedure followed by theCompany. The details provided in the Corporate Governance section of the Annual Report.

There is no change in nature of the business during the year.

Details of subsidiary Associate or joint Venture Company.

The company has no subsidiary company.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

VARIATION IN MARKET CAPITALISATION

Date Paid up Capital (in Rs.) Closing Market Price per shares EPS PE Ratio Market Capitalisation (Rs. in Lakhs)
31.03.2021 86395280 1782.45 105.06 16.96 154902
31.03.2022 86395280 2403.25 114.95 20.91 207409
Increase/Decrease NIL 620.80 9.89 3.95 52507
% Increase/Decrease NIL 34.83 9.41 23.29 33.90
No of issue of shares during the year - - - - -

Data Source: BSE Ltd.

Internal Complaint Committee under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The Company has formed Internal Complaint Committee under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and no complaint was receivedduring the financial year 2021-22.

OTHER DISCLOSURES

No disclosure or reporting is required with respect to the following items as therewere no transactions or not applicable during the year under review:

• The issue of equity shares with differential rights as to dividend voting orotherwise.

• The issue of shares to the employees of the company under any scheme (sweatequity or stock options). There is no change in the Share Capital Structure during theyear under review.

• The company does not have any scheme or provision of money for the purchase ofits own shares by employees or by trustees for the benefits of employees.

- Redemption of shares/debentures

- Application made or any proceeding pending under the Insolvency and Bankruptcy Code2016 (31 of 2016) during the year along with their status as at the end of the financialyear.

- The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof.

Annual Return

Annual Return of the Company is available in Company website i.e. https://www.vsttractors.com/sites/default/ files/2022-07/Annual_Return_FY21.pdf.

Secretarial Standards

The mandatory Secretarial Standards issued by the Institute of Company Secretaries ofIndia (ICSI) have been duly complied by the Company.

Investor Education and Protection Fund

Company has transferred Rs.1082340 unpaid and unclaimed dividend to InvestorEducation and Protection Fund (IEPF) and further transferred 1761 Nos of shares to IEPFAuthority as per IEPF Rules during the Financial Year 2021-22. As per said rule anybenefits such as dividend shall be transferred to IEPF with respect to shares transferredto IEPF and accordingly dividend of the corresponding shares transferred to IEPF has alsobeen transferred to IEPF. The details of such Dividends and shares are available inCompany website at www.vsttractors.com. Mr. Chinmaya Khatua has been appointed as nodalofficer under IEPF Rule.

The details of unclaimed dividends as on 31/03/2022 is given below:

Sl. No. Financial Year Unclaimed Dividend Amount (in RS) No of corresponding Shares Due date of Transfer to IEPF
1 2014-15 979965 65331 11/09/2022
2 2015-16(Interim) 987030 65802 28/04/2023
3 2016-17 1023690 68246 11/09/2024
4 2017- 18 2166050 43321 11/09/2025
5 2018- 19 615045 41003 12/09/2026
6 2019-20(Interim) 641820 42788 17/04/2027
7 2020-21 687379 39736 13/10/2028

Details of Nodal officer:

Name- Mr. Chinmaya Khatua Company Secretary Email- investors@vsttractors.com Phone No-080-67141111

The above details are available in Company website: www.vsttractors.com

ACKNOWLEDGEMENTS

Your directors thank all customers vendors dealers investors business associatesand bankers for their continued support during the year. We place on record ourappreciation of the contribution made by employees at all levels. Our resilience to meetchallenges was made possible by their hard work solidarity co-operation and support.

We thank the Government of India the State Governments and other regulatoryauthorities and government agencies for their support and look forward to their continuedsupport in the future.

for V.S.T. TILLERS TRACTORS LTD.
Place: Bengaluru V. K.Surendra
Date: 09/05/2022 Chairman
DIN:00459069

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