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To the members,
Virat Crane Industries Limited, Guntur
The directors submit annual report of Virat Crane Industries Limited along with the audited financial statements for the financial year ended March 31,2018.
Standalone Financial Results:
|(Rs. InLacs)||(Rs. InLacs)||(Rs. InLacs)|
|Revenue from Operations & Other Income||8805.01||7148.30||6086.20|
|Profit/(Loss) Before Interest & Depreciation||1053.75||392.76||893.34|
|Profit before exceptional and extraordinary items||960.19||360.72||858.95|
|Profit/ (Loss) before Tax||957.05||360.72||867.55|
|Income Tax-(Current Tax)||330.00||121.91||282.23|
|Previous Year Tax||3.14||0.017||-7.23|
|Deferred-tax (expenses)/ Income||6.38||7.73||5.90|
|Profit (Loss) after Taxation||620.66||228.39||572.15|
The Board of Directors has recommended a total dividend of Re 1/- per equity share which also includes an interim dividend of Re 0.50/- of the face value of Rs. 10/- of each equity share for the year ended 31 st March, 2018 amounting to Rs. 2.45 Crore (inclusive of dividend distribution tax of Rs. 41.57 lac). The final dividend (i.e. Re 0.5 of the face value of Rs. 10/- paid up equity share) payout is subject to approval of members at the ensuing 26th Annual General Meeting., will be paid on or after 3rd October, 2018 to the Members. The total dividend for the financial year amounts to Re 1/- per equity share.
Transfer to reserves
The Company proposes to transfer Rs. 62.06 Lakhs to the general reserve out of the amount available for appropriation and an amount of 312.78 Lakhs is proposed to be retained in the profit and loss account after payment of interim and final dividend including dividend tax on them.
Material changes affecting the Company
There have been no material changes and commitments affecting the financial position of the 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.
During the Year under review revenue from operations for the financial year 2017-18 is 88.04 Crores. It was increased by 22.65% over the last year (71.78 Crores in 2016- 17). Profit after tax (PAT) for the financial year 2017- 18 is 6.20 Crores. It was increased by 171.76% over the last year (2.28 Crores in 2016-17).The revenue increased due to strong market force and high quality products of the company.
Directors responsibility statement
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and such internal financial controls are adequate and operating effectively;
vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Changes among Directors and key managerial personnel
I. Reappointment of Mrs. Himaja. M whose office was liable to retire by rotation at 25th Annual General Meeting of the company:
Mrs. Himaja. M, director liable to retire by rotation under the Articles of Association of the Company, in 25th Annual General Meeting and being eligible, offer herself for reappointment as Director. The Shareholders approved his re-appointment as Director of the company at 25th Annual General Meeting of the company held on 29.09.2017
ii. Reappointment of Independent Director:
Mr. Sri Potti Bhaskara Rao.potti was reappointed as independent director,not liable to retire by rotation,and to hold office for the second term of five consecutive years in the board of the company with effective from 26-09-2017.
iii. Directors liable to retire by rotation In ensuing Annual General Meeting:
Mr. Venkata Sri Hari. P director liable to retire by rotation under the Articles of Association of the Company in ensuing Annual General Meeting and being eligible, offer himself for reappointment as Director. The Board recommends his re-appointment
Meetings of the Board & Committees
Details of the meetings of the board and board Committees, given in corporate governance report, which forms part of this report.
The board of directors has carried out an annual evaluation of its own performance, Board committees and Individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under regulation 27 of the SEBI(LODR) Regulations 2015.The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
Policy on directors appointment and remuneration and other details
The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, 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 Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in status of Independence
Independent Directors Meeting
During the year under review, two meetings of independent directors were held on 27.07.2017 and 22.02.2018 in compliance with the requirements of schedule iv of the companies act, 2013. The Independent Directors at the meeting, inter alia, reviewed the Performance of Non-Independent Directors of the Board as a whole and Performance of the Chairperson of the Company, taking into account the views of Managing Director and Non-Executive Directors and Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board 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 required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure - i and forms an integral part of this Report.
The Web Address, if any, where Annual return refered to in subsection (31 of section 92 is placed:
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 in the Management Discussion& Analysis, which forms part of this report.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Anantha & Associates, Chartered Accountants (FRN: 010642S) as the statutory Auditors of the company for a period of five consecutive years from the conclusion of the 25th Annual General Meeting of the company schedule 29th September, 2017, till the conclusion of the 30th Annual General Meeting to be held in the year 2022,for this The shareholders of the company had given their consent by way of ordinary resolution in the annual general meeting held on 29-09- 2017.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. The Report given by the Auditors on the financial statement of the Company is part of this Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
The auditors report does not contain any qualifications, reservations or adverse remarks. 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 under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(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 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. K. Srinivasa Rao & Nagaraju Associates, Company Secretaries in Practice, Vijayawada to conduct the Secretarial Audit of the Company for the financial year ended March 31,2018.
Secretarial auditor report
The detailed reports on the Secretarial Audit in Form MR- 3 are appended as an Annexure IV to this Report. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company except the company did not ensure that the limited review or audit reports submitted to the Stock Exchange on a quarterly or Annual basis were given by an Auditor who has subjected himself to the peer review process of the Institute of Chartered Accountants of India and holds a valid Certificate issued by the peer review Board of the Institute ofthe CharteredAccountants ofthe India.
The Company has not ensure that hundred percent of shareholding of promoter(s) and Promoter group is in dematerialized form up to the quarter ended 31.12.2017.
Board Clarification on Secretarial Auditors Qualifications:
The company tried its best to appoint a audit firm which has a valid peer review certificate as a Statutory Auditor of the company but lack of unavailability of the such audit firm, the company has appointed present statutory audit firm. The company got assurance from the statutory auditor that they are in the process of getting the peer review certificate.
The company applied for reclassification of some of its promoters to public category to Bombay Stock Exchange on 10-10-2016. For that the company got approval on 02- 01-2018 with effect from the September, 2017. So the company was successfully maintaining 100% of promoters shareholding in dematerialized from the date of approval from the BSE.
COST AUDIT: Not Applicable.
MAINTENANCE OF COST RECORDS: Not
The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered 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 the financial 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 Annexure 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 Company and the Initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social 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 the Companies (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 the employees of the Company for the financial year:
|Name of the Executive director Remuneration||Ratio to median|
|G V S L KANTH A RAO||1:70|
During the financial year 2017-18 The Company does not pay remuneration to Non- Executive Directors
b. The percentage increase in remuneration of total directors, chief executive officer, chief financial officer, company secretary in the financial year: 1.03%
c. The percentage increase in the median remuneration of employees in the financial year: -0.97%
d. The number of permanent employees on the rolls of Company: 92
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil
Increase in the managerial remuneration for the year was: 1.03%
Justification: With respect to the growth and revenue perspective of the company the increase in Managerial remuneration was justified There was no exceptional circumstances for increase in the managerial remuneration
f. The key parameters for any variable component of
remuneration availed by the directors: Nil
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.
h. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014: NA
Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining 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 account of principal or interest on deposits from public was outstanding as on the date of the balance 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 operations through 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 and quality of its services
Foreign exchange earnings and outgo
Your Company does not have foreign exchange earnings and outgo in financial year 2017-18.
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 to which 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 financial statements relate on the date of this report
Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company.
There are no significant and material orders passed by the Regulators or Courts or Tribunals 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 (Prevention, Prohibition & Redressal) Act, 2013 (Act) and Rules made there under, your Company has constituted Internal Complaints Committees (ICC).
Number of Complaints Received During the Year: Nil Human resources
Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
Management Discussion & Analysis
A detailed Management Discussion and Analysis forms part of this annual report, which is attached to this Report in AnnexureV
Report on Corporate Governance
Your Directors are pleased to inform that your Company has implemented all the stipulations prescribed under regulation 27 of the SEBI (LODR) Regulations 2015. The Statutory Auditors of the Company have examined the requirements of the Corporate Governance with reference to SEBI (LODR) Regulations 2015and have certified the compliance, as required under SEBI (LODR) Regulations 2015.
A separate report on Corporate Governance in Annexure VI is provided together with a Certificate from the
Statutory Auditors of the Company regarding compliance of conditions 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) of the SEBI (LODR) Regulations 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.
Whistle Blower Policy
The Company established Whistle Blower Policy for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The details are reported in Report on corporate 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 declared dividends which remained un paid or unclaimed for a period of seven years, have been transferred 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 seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
The directors thank the Companys employees, customers, vendors, investors and academic institutions for their Continuous support. The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the Virat Crane Industries family.
|By Order of the Board of Directors|
|Place: Guntur||G.V.S.L.Kantha Rao|
|Date: 13.08.2018||Managing Director|
Annexure - ii
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,2014.
Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arms length basis.
|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 Arms length basis.
|a)||Name (s) of the related party & nature of relationship||1 .MR PY Sri Krishna &Mr. K. Praveen are Relatives of key managerial personnel.|
|b)||Nature of contracts/arrangements/transaction||1 .Rs.4,80,000andRs. 12,00,000 amounts are paid as salaries respectively.|
|c)||Duration of the contracts/arrangements/transaction||Nil|
|d)||Salient terms of the contracts or arrangements or transaction including the value, if any||Nil|
|e)||Date of approval by the Board/Share holders||26/05/2016|
|f)||Amount paid as advances, if any||Nil|
|On behalf of the board of directors,|
|Guntur||G.V.S.L. Kantha Rao|