VST Tillers Tractors Ltd Management Discussions.

ECONOMY & THE MARKETS

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic powers of the world over the next 10-15 years, backed by its strong democracy and partnerships. Second Advance Estimates of Gross Domestic Product (GDP) released by the Central Statistics Office (CSO), estimated the growth rate of GDP at constant (2011-12) market prices for FY 2018-19 at 7.0 per cent.

ROAD AHEAD

Indias gross domestic product (GDP) is expected to reach US$ 5 trillion by FY25 and achieve upper-middle income status on the back of digitisation, globalisation, favourable demographics, and reforms.

Agriculture being the primary source of livelihood for about 58 per cent of Indias population, Government of India has introduced several projects to assist the agriculture sector. They are Pradhanmantri Gram Sinchai Yojana: Scheme aims to irrigate the field of every farmer and improve water use efficiently to achieve the motto ‘Per Drop More Crop. Government of India is also aiming to double farmers income by 2022, these augur well for the farm mechanisation industry.

INDUSTRY AND COMPANY OVERVIEW

The Year under review was impacted due to various factors such as Monsoon failure in certain areas, nonavailability of funds with various State Govts, issues w.r.t subsidy allocation in key states and implementation of direct billing of products from Company to subsidy customers. Your company managed trade receivables efficiently and consequently, the receivables were reduced from Rs.186 Crs as of March 31st, 2018 to Rs 96 Crs as of March 31st 2019.

A. POWER TILLER BUSINESS

During the year 2018-19 the Power Tiller industry witnessed around 7.5 % de-growth. This sector relies heavily on Government subsidies and any delay in implementing schemes in various states leads to demand distortions. The number of Power Tillers sold during the year was 22547 units as against the previous year sale of 30,143 units, our market share being reduced to 44% in the current year.

Our business continues to grow in the new product segments such as Rice Transplanter, which grew by 157 % and the Power Reaper segment which grew by 26 %.

B. TRACTOR BUSINESS

In the financial year 2018-19 the total tractor industry in India grew by 6.7%, however, your company (primarily in the compact category) registered a degrowth of 28%. The number of Tractors sold was 8,198 Nos during the year as against 11,367 tractors in 2017-18. There has been a degrowth in the 0-20HP segment of compact tractor industry by about 2.7%, as this segment of the industry was affected due to drought in Maharashtra, Gujarat (Saurashtra region) and delay in subsidy in certain states. The industry degrowth in the areas where VST products were popular impacted our volumes leading to an overall drop in market share to 8.3% in the compact segment category.

The Custom Hire & Service Centres that have been under the VST umbrella under the scheme launched by the Government of Karnataka are running satisfactorily.

FUTURE OUTLOOK:

Your company continues to be the market leader in power tillers and will now focus on introduction of new products in this segment. Your company believes that the power tiller industry would continue to grow considering the need for affordable mechanization for small and marginal farmers. The key driver for growth would be subsidy and retail finance availability and for this your company has tied up with major banks and NBFCs and will continue to work with them to arrange funding for this segment of customers. The Company will simultaneously continue to expand its dealer network across the country. Your company has undertaken to invest Rs.210 crores on long term capex plan for infrastructure, product upgradation and new product development. During the year 2018-19 your company launched three higher HP Tractor Models i.e. 45 & 50 HP Viraaj and 47HP VST Shakti Branson. Simultaneously, your company will ramp up the volumes in the higher HP segment in the new financial year. Your company will also launch new models in the compact segment.

C. PRECISION COMPONENT DIVISION, MYSORE

The performance of the Component Division, Mysore recorded a marginal growth in domestic business however export business was lower compared to the earlier. The turnover for 201819 was Rs. 7.88 crores as compared to Rs.8.30 crores for 2017-18.

Your company has invested Rs. 24 Crs to modernise this facility and plans are under implementation to ensure profitable growth of this business in the medium and long term.

RISK & CONCERN

Majority portion of Power Tillers and Compact Tractors in some states are sold under government subsidy schemes. In case of reduction in subsidy allocation the demand of these products will be affected. Most of the State Governments are switching over to DBT (Direct Benefit Transfer) scheme for subsidy which would mean the farmer has to pay 100% to buy the product. This scheme may affect the liquidity of the farmers although they will get the subsidy portion later. To mitigate this situation your Company has made the arrangement for retail finance support to farmers.

Competition in power tillers and compact segment tractors requires your company to come out with suitable variants to counter the same.

OPPORTUNITIES & THREATS

There is a need to mechanize agriculture due to unavailability & high cost of labour. Your company is offering solutions to the small and marginal farmers through power tillers and compact tractors optimized with various applications. Your company is also in the process of launching complete range of higher HP Agriculture tractors.

Dependency on favourable Monsoon and delay in release of Subsidy by the Government will be the key threat for the business of the Company. Unstable prices for farm produce and unforeseen natural calamities in the recent past have impacted small and marginal farmers since they suffer the most during such situations.

CURRENT YEAR OUTLOOK

With prediction of normal monsoon, stable government and continued focus on farm mechanisation by the Government, we expect our revenue growth will be par with the overall industry growth.

In fiscal year 2019, loan waivers have been announced by newly elected governments in few states such as Karnataka, Madhya Pradesh, Rajasthan and Chattisgarh, which constitute to farmers to tide over losses incurred due to uneven monsoon and drought conditions. This will boost the morale of the farmer and may encourage them to purchase Tractor and Power tillers.

Scarcity of farm labour and increase in farm mechanization, may spur the demand for Power Tillers and Tractors. The Company has been expanding its product portfolio keeping in mind the growth potential of the farm equipment industry including localization of 47 HP vSt Shakti Branson Model to make it economical for Indian market. The Company has introduced specific model of spare parts distribution and with increase in farm equipment volume, increase is also expected in the spare parts business.

Your Company is committed to focus on export sales which includes introduction of new models and expansion of export network. Your Company continues its focus on cost optimization, productivity improvement, supply chain management and value engineering.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

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

DIVIDEND:

"The Board of Directors of your company is pleased to recommend a dividend of Rs.15/- per equity share of the face value of Rs. 10 each i.e. @ 150%, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record Date. The Dividend will be disbursed on or after 12th August 2019, if approved by the shareholder at the 51st AGM. The total outflow will be Rs 1562 lakhs including the dividend distribution tax of Rs. 266 lakhs.

TRANSFER TO RESERVES

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

QUALITY INITIATIVES

The Company continues to sustain its commitment to the highest levels of quality. The year under reference, the Company successfully completed the annual ISO surveillance audit and retained the ISO certification for ISO 9001:2015

AWARDS

We are pleased to inform you that your Company has received following awards by ITOTY.

Power tiller of the year- 135 DI ultra model.

Best Tractor under 20 HP- MT 180 DI model

SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS:

Ratio 2018-19 2017-18 Explanation
Debtors Turnover Ratio 6.47 4.10 Outstanding has come down due to implementation of strict credit policy
Inventory Turnover Ratio 5.04 9.75 Buildup of inventory at the year end was due to lower off take and weak market conditions
Interest Coverage Ratio 39.87 97.30 Lower turnover and profitability during the year has resulted in a lower interest coverage ratio
Current ratio 4.31 3.45 Better working capital management has resulted in improved current ratio
Gross Profit ratio 11% 19% Lower margins on account of reduction in sales has resulted in lower gross profit percentage on turnover
Net Profit ratio 7% 14% Lower margins on account of reduction in sales has resulted in lower net profit percentage on turnover

CHANGE IN RETURN ON NETWORTH:

The changes in return on net worth is mainly due to lower profit for the year under reference.

DETAILS OF DIRECTORS APPOINTMENT/ REAPPOINTMENT:

In accordance with the provisions of the Companies Act, 2013 Mr. V V Pravindra, Director and Mr. V.P. Mahendra, Vice Chairman & Managing Director will retire at the ensuing AGM and are eligible for reappointment. However Mr. V.P. Mahendra was reappointed by the shareholders of the Company through postal ballot as Vice Chairman & Managing Director for two years effective from 20/02/2019.

Mr. VT. Ravindra was appointed by the shareholders as Executive Director of the Company for five years effective 11/05/2018. Mr. VS. Arun was appointed as non-executive director of the Company effective 11/05/2018.

Mr. Bijanki Jagannath was appointed by the Board of Directors of the Company as an Additional Director of the Company effective 27/12/2018. His appointment as Non-Executive Independent Director was approved by the members through postal ballot for three years effective 27/12/2018,

During the year under review, special resolutions through postal ballot were passed for continuation of Directorship of Mr.V.K. Surendra, Mr. R.Subramanian and Mr. Bijanki Jagannath, Non-Executive Directors who had attained the age over 75 years as per Regulation 17(1A) of SEBI(LODR) Amendment Regulation.

During the year, no non-executive director had any pecuniary relationship or transactions with the Company other than the sitting fees and reimbursement of expenses incurred by them for attending meetings of the Company.

Mr. R. Subramanian, Mr. M.K. Bannerjee & Mr. K M Pai will be reappointed as Independent Directors after completion of their 1st term and same is forming part of the AGM Notice. The reappointment of Independent directors were made on the basis of requirement of their services and based on recommendation of Nomination & Remuneration Committee and performance evaluation by the Board.

No Director has resigned during the year 2018-19.

KEY MANAGERIAL PERSONNEL (KMP)

The following persons are Key Managerial Personnel (KMP) of the Company under section 203 of the Companies Act, 2013. During the year 2018-19

1. Mr. V.P. Mahendra - Vice Chairman & Managing Director

2. Mr. P.M.Keshava - Chief Financial Officer

3. Mr. Chinmaya Khatua - Company Secretary

Mr. K.U. Subbaiah resigned from the post of CEO w.e.f 1st January 2019 and Mr. Antony Cherukara was appointed by the Board of Directors as CEO and KMP w.e.f 25th April 2019.

CORPORATE GOVERNANCE:

The Company strives to ensure good in Corporate Governance and levels of transparency with all the provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. A certificate from the Auditors to this effect forms part of Corporate Governance Report.

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

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statement:

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

(b) That the directors have selected such accounting policies and applied them consistently and made judgements 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 and loss of the company for that period;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 laid down and that such internal financial controls are adequate and were operating effectively.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors including the audit of internal financial controls over financial reporting by the Internal Auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2019.

AUDITORS:

M/s. K.S. Rao & Co, Chartered Accountants (Firm Regn No. 003109S) were appointed as Auditors of the Company for five financial years w.e.f FY 2016-17, at the 48th Annual General Meeting of the Company.

COST AUDITORS:

Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants to audit the cost records of the Company for the financial year 2019-20 on a remuneration of Rs. 2,50,000/- (Exclusive of applicable taxes) plus out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their approval. Accordingly, a Resolution seeking Members approval for the remuneration payable to M/s. Rao, Murthy & Associates., Cost Auditors is included in the Notice of the Annual General Meeting.

INTERNAL AUDITORS

M/s.Brahmayya & Co, Chartered Accountant were appointed as Internal Auditors under section 138 of the Companies Act, 2013 for the financial year 2018-19.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and read with Rules made thereunder, the Board had appointed Thirupal Gorige & Associates LLP, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report is enclosed herewith as Annexure-4.

PARTICULARS OF EMPLOYEES:

As required by provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The salary details of designated employees are given in Annexure-1.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 the Companies Act, 2013 and rules made thereunder.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has put in place adequate internal financial controls over financial reporting Systems commensurate to the nature of its business and complexity of its operations. These are regularly tested for their effectiveness by Statutory as well as Internal Auditors.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of account. Explanations are sought for any variance noticed from the respective functional heads.

The Significant observations made by the Auditors and follow up actions there on reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Companys Internal Control Environment and monitors the implementation of the Audit recommendations.

INDUSTRIAL RELATION

Industrial relations have been cordial at the Bengaluru, Mysore, Malur and Hosur plants during the year.

There were 724 Nos. of permanent employees on roll as on 31st March 2019.

SAFETY, HEALTH AND ENVIRONMENT:

VS.T. TILLERS TRACTORS LIMTED is a safe work place and the Safety & Health of our employees as per the requirement of the Factories Act are ensured . Our motto is "Zero Miss Accident". Our commitment is to protect the environment as per the policy.

FORWARD-LOOKING STATEMENTS

Statements in this release that are "forward-looking statements" are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those either expressed or implied due to factors such as Raw material prices, Government policies, Competition, tax regime, market acceptance of new products and services, continued acceptance of existing products and services, changes in licensing programs, product price discounts, delays in product development and related product release schedules, sales and vendor channel disruption.

All information in this release is as of June 04, 2019, The Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the companys expectations.

INFORMATION TECHNOLOGY

Your Companys operations are supported by a full fledged Data Centre. Your company has a well planned Business Continuity Plan Set-up for all critical applications with near real-time data replication.

The delivery centers meet the Information Security Management System and CIA (Confidentiality, Integrity and Availability) Standards. To cater to the ever-changing customer needs, the IT infrastructure is being constantly upgraded with new / enhanced features to facilitate smooth functioning of operations and deliver customer satisfaction. We are using industry best standard mailing solutions with compliance and availability of mails which controls various spam mails.

The Company has implemented new ERP system (SAP) during the year 2019-20 to further strengthen the internal control system of the Company. Along with 24*7 availability of critical application and standard business analytical tools.

BOARD MEETING

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

DECLARATION OF INDEPENDENT DIRECTORS.

The Company has received declarations from Independent directors as mentioned in sub-section (6) of section 149 of the Companies Act, 2013, Schedule- IV of the Act and relevant provision of SEBI (LODR) Regulations 2015.

COMMITTEES.

The Company has constituted Audit Committee, CSR Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Risk

Management Committee. The details of the Committees are mentioned in Corporate Governance Report.

VIGIL MECHANISM

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

The Company has vigil mechanism cum whistle blower policy to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism are explained in the Corporate Governance Report and also posted on the website http://www.vsttillers.com/investors/policies of the Company.

AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER.

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

There was no fraud reported by the auditors under section 143 (12) of the Companies Act, 2013 other than those which are reportable to the Central Government.

The Secretarial Auditors have made the following observation.

Composition of board of directors: In terms of regulation 17(1) of LODR Regulations, during period between 11th May 2018 to 27th December 2018, as regular non-executive chairperson was promoter, the board was required to consist of half of the board independent directors. For this non-compliance the stock exchanges imposed a fine of rupees 10,74,100 each. The company paid the same and sought for waiver of the same from stock exchange.

Management Response:

Finding a suitable person with respect to our nature of business had taken time and same was compiled with by appointing a suitable person as Independent Director on 27th December 2018. The management is confident of receiving waiver of penalty sought from the Stock Exchanges.

LOANS, GUARANTEE & INVESTMENT

The Company has made investment during the year 2018-19. The investments and Loan formed part of the notes to the financial statements provided in this Annual Report. The company has not given any Loan or Guarantee during the year 2018-19.

RELATED PARTY TRANSACTIONS

All related party transactions that are entered into during the financial year were on an arms length basis. There are no materially significant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated persons 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 before the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their information and approval. The policy on dealing with Related Party Transactions as approved by the Board can be accessed at http://www.vsttillers.com/investors/policies.

There were no transactions during the year which would require to be reported in Form AOC-2.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

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

RISK MANAGEMENT

The Company has a risk management policy. The risk pertaining to business of the Company are discussed at the Risk Management Committee, Audit Committee and at the Board Meetings on regular basis.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms a part of this report.

THE COMMITTEE COMPOSITION :

Mr. M.K. Bannerjee, Chairman, Mr. V. K. Surendra, Member, Mr. K.M. Pai, Member, Mr. VP. Mahendra, Member.

The Risk Management Policy as approved by the Board is uploaded on the Companys website http://www.vsttillers.com/investors/policies During the year under review the committee met on 10/05/2018 & 18/01/2019 attended by all the members.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formed CSR policy and Committee details as required by the Act are available in Company website i.e. http://www.vsttillers.com/investors/policies. The Company has spent Rs.165 lakhs in CSR activities during the financial year 2018-19.

EVALUATION OF BOARD PERFORMANCE.

The Board works with the nomination and remuneration committee to lay down the evaluation criteria for the performance of executive / non-executive / independent directors through a peer-evaluation excluding the director being evaluated. The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and frame work adopted by the Board.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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.

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 would impact the going concern status of the Company and its future operations.

The ratio of the remuneration of each Director and KMP to the median remuneration of the employees of the company for the financial year as follows:

Sl. No. Name Designation Salary 2018-19 (in Rs) Salary 2017-18 (in Rs) Increase in salary Ratio/Times per Median of employee remuneration
1 Mr.V.P. Mahendra Vice Chairman & Managing Director 1,04,33,291 77,10,739 27,22,552 22.50
2 Mr. V.T. Ravindra Whole Time Director 58,23,643 - NA 12.55
3 Mr. P M Keshava Chief Financial Officer 53,23,555 35,38,136 17,85,419 11.26
4 Mr. Chinmaya Khatua Company Secretary 19,25,808 15,37,589 3,82,194 4.15

Note: 1) Leave encashment & Gratuity included in the salary (2018-19) of Mr.Keshava

2) Leave encashment included in the salary (2018-19) of Mr V P Mahendra & Mr.Chinmaya.

The Companys PAT has decreased from Rs. 11195 lakhs to Rs. 4552 lakhs. The increase in KMP remuneration is in line with the current market scenario and with Companys policy. However, salaries of Vice Chairman & Managing Director and Executive Director were approved by the shareholders.

The Company has given about 10% average increase in salaries to the employees keeping in view the overall industry standard and interest of the employees. The unionized employees of the Company are eligible for salary increment as per the terms and conditions of their wage settlement. There is no exceptional circumstances of increase in the managerial remuneration.

The Company has 724 Nos permanent employees on roll as on 31st March 2019. The Company fixes salary of the employees on the basis of Remuneration Policy of the Company. The average increase in median remuneration of employees during the year 2018-19 is 14%.

Payment of Commission to Managing Director and Whole time Director.

The Managing Director and whole time director are being paid commission on net profit of the Company as approved by the shareholders.

Name Designation Commission
V.P. Mahendra Vice Chairman & Managing Director One percent on the net profit of the Company subject to a maximum of one and half times of annual basic salary drawn
V T Ravindra Executive Director One percent on the net profit of the Company subject to a maximum of one and half times of annual basic salary drawn

Mr K.U.Subbaiah, CEO received remuneration in excess of the highest paid director during the year considering his salary for the full year, the details are given in Page No.13.

VARIATION IN MARKET CAPITALISATION :

Date Paid up Capital (in Rs) Closing Market Price per shares EPS PE Ratio Market Capitalisation (Rs. in crore)
31.03.2018 86395280 2511.75 129.61 19.38 2170
31.03.2019 86395280 1317.20 53.32 24.70 1138
Increase/Decrease NIL 1194.55 -76.31 5.32 -1032
% Increase/Decrease NIL 47.55 58.87 27.45 -47.55
No of issue of shares during the year

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

The Company has formed Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint was received during the year 2018-19.

OTHER DISCLOSURES

No disclosure or reporting is required with respect to the following items, as there were no transactions during the year under review:

• The issue of equity shares with differential rights as to dividend, voting or otherwise.

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

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

Extract of Annual Return

Annual Return of the Company is available in Company website i.e. www.vsttillers.com, extract of Annual Return is annexed herewith as Annexure 5 to this report.

Secretarial Standards:

During the year under review, the Company was in compliance with the Secretarial Standards. i.e. SS-1, SS-2 and SS-3 relating to "Meetings of the Board of Directors" "General Meetings" and dividend respectively.

Investor Education And Protection Fund

Company has transferred Rs.5,86,988/- unpaid and unclaimed dividend to Investor Education and Protection Fund and corresponding shares of 913 Nos to IEPF Authority as per IEPF Rules. As per said rule, any benefits such as dividend shall be transferred to IEPF with respect to shares transferred to IEPF. The details of such Dividends and shares are available in Company website at www.vsttillers.com. Mr. Chinmaya Khatua has been appointed as nodal officer for IEPF Regulations.

The details of unclaimed dividends as on 31/03/2019 is given below:

Sl. No. Financial Year Unclaimed Dividend Amount (in Rs) No of Shares Due date of Transfer to IEPF
1 2011-12 591,525.00 65725 13/09/2019
2 2012-13 769518.00 85502 14/09/2020
3 2013-14 1,139,490.00 75966 14/09/2021
4 2014-15 1,055,895.00 70393 11/09/2022
5 2015-16 1,027,275.00 68485 28/04/2023
6 2016-17 1,135,470.00 75698 11/09/2024
7 2017-18 2,490,900.00 49818 11/09/2025

Details of Nodal officer:

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

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

ACKNOWLEDGEMENTS:

The Directors wish to convey their gratitude for the faith reposed in your Company by employees, dealers, vendors, Bankers and the customers at large.

for V.S.T. TILLERS TRACTORS LTD.
Place: Bengaluru V. K. Surendra
Date : 4th June 2019 Chairman

Information as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name Designation Remuneration for year 2018-19 (in Rs) Remuneration for year 2017-18 (in Rs) Qualification Date of Commencement of employment at VST Age Last employ ment % of equity share held Whether relative of Director or Manager
V.P. Mahendra Vice Chairman & Managing Director 1,04,33,291 77,10,739 BE (Electrical) 20.02.1984 77 NA 7.3% No
V T Ravindra Executive Director 58,23,643 NA Graduate, PGDM 27.05.2016 50 NA 0.31% No
K U Subbaiah CEO 82,89,933 1,22,42,575 BE (Mechanical) 17.08.2015 60 Pricol Ltd Nil No

Note: 1. All the appointments are permanent in nature & as per the service contract of the Company and can be terminated by giving notice by either party.

2. Mr. V.P. Mahendra & Mr.V.T. Ravindra comes under promoter group.

3. Mr. K U Subbaiah has resigned from post of CEO w.e.f. 1st January 2019.

The information required under Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure (s) forming part of the Annual Report. In terms of the first proviso to Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members excluding the aforesaid full Annexure (s). Any member interested in obtaining the same may write to the Company Secretary at investors@vsttillers.com and same shall be available at the Registered Office of the Company for inspection by Members.

Sitting fees paid to Non-Executive / Independent Directors during the year 2018-19 :

Name of the Director Category Sitting Fees (in Rs)
Mr. V. K. Surendra Chairman 5,10,000
Mr. R. Subramanian Independent Director 5,80,000
Mr. M. K. Bannerjee Independent Director 8,50,000
Mr. K.M. Pai Independent Director 14,10,000
Ms. Siva Kameswari Vissa Independent Director 4,80,000
Mr.Bijanki Jagannath Independent Director 1,00,000
Mr. V.V. Pravindra Non-Executive Director 1,80,000
Mr. V.T.Ravindra* Executive Director 40,000
Mr. V S Arun* Non-Executive Director 1,50,000

* Mr. V.T. Ravindra appointed as Executive Director and Mr. VS. Arun appointed as non-executive director with effect from 11th May 2018.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. Conservation of energy :

a. Malur Plant:

i. Installed 250 KW of Solar Power Opex model and on Nett metering.

ii. Installed Water treatment system which allows us to re-use 64 to 70% of water requirement per day.

b. MYSORE:

i. Installed 450 KW of Solar Power Opex model and on Nett metering.

ii. Installed Water treatment system which allows us to re-use 60 to 65% of water requirement per day.

2. Research and Development (R&D) :

a) TRACTORS :

1) Higher HP Tractors 39HP, 45HP & 49HP:

The Product Portfolio has been expanded with the introduction of Higher HP series of Tractors. These tractors are designed and developed Indigenously and are released to Market.

2) 47 HP VST Branson Tractors (Premium Segment):

Premium segment tractor introduced to the market with Technology Transfer Agreement with M/s.Kukje Machinery, Korea.

3) 17 HP TRACTOR:

New variant of single cylinder (17 HP) 2W drive tractor has been conceptualized and released to Market.

4) 30 HP TRACTOR:

New series of 30HP Tractor is under development.

5) EXISTING TRACTOR SERIES 18, 22 & 24 HP:

a. New concept of Power steering with priority valve was conceptualized and validated successfully for 18 and 22 HP models of Tractors and released to Export Market.

b. 22HP Tractor with 8+2 transmission and with oil immersed brake released to Market and has shown good market acceptability.

c. Gear Type Rotavator designed, developed and released to Market which can be used along with our existing series of Tractors.

b) POWER TILLERS & OTHERS:

1) Higher HP Power Tiller

a. Higher HP Power Tiller Development is in progress and will be launched in the coming financial year.

2) Self Propelled Reaper:

a. Productionized.

b. New lower cost Reaper is under development.

c) DIESEL ENGINES:

a. 18.5 HP, 22 HP & 24 HP Engines are upgraded and Approved for Euro 5 Emission Norms.

b. COP approval of all the Engines obtained from M/s. ARAI.

d) TECHNOLOGY ABSORPTION:

a. New R&D Engine testing facility for Testing engines to Stage 5 Emission Standards with Base Emission set up, is being established.

b. New PLM implementation in Design center has been completed this will enhance the capability of design of New variants of existing products as well as New Products.

c. FEA analysis and Adams (for load extraction with linkages) Introduced for validation of design before release.

3. BENEFITS DERIVED :

a. New dynamometers facility will improve the optimization capabilities as well as New product quality.

b. New PLM software will systematize the design and drawing release process which will reduce the drawing release lead time as well as streamline the release process thereby protecting the intellectual property.

4. APPLICATION ENGINEERING :

Validation of New attachments mounted on our Tractors and Tillers has been taken up on a continual basis like Tractor mounted combine harvester, Laser leveler, Trenchers etc. on all models of tractors etc. which will enable the Company to provide total crop solutions to the farming community.

5. FUTURE PLANS:

a. TRACTOR

i. New Technology based Electronic Hitch control system for Tractor.

ii. Transient dynamometer planned to test higher HP engines to Transient cycle.

iii. Introduction New Variants in the Higher HP Tractor segment with additional features.

b. Procurement of new Software for R & D

i. Additional licenses of design software has been procured for design process.

ii. Software procured for creating sheet metal design and A class surfaces in 3D.

iii. Software procured for Kinematic study of linkages and load analysis.

Expenditure on R&D:

The Companies expenditure on R&D (including revenue expenditure) during the year was Rs. 6,83,05,952 (refer note no-44, page no. 86 of Annual Report)

3. Foreign exchange earnings and outgo:

Total foreign exchange used and earned:

Foreign exchange earnings : Rs. 28,16,84,986/-
Foreign exchange outgo : Rs. 4,20,48,098/-