Mar 31, 2024
The directors submit the 32nd annual report of Virat Crane Industries Limited along with the audited financial statements for the financial year ended March 31, 2024.
|
PARTICULARS |
2023-24 (Rs. in lacs) |
2022-23 (Rs. in lacs) |
|
Revenue from Operations& Other Income |
13452.91 |
12338.06 |
|
Profit/(Loss)Before Interest& Depreciation |
1235.81 |
940.96 |
|
Interest |
56.44 |
57 |
|
Depreciation |
34.98 |
32.31 |
|
Profit before exceptional and extraordinary items |
1144.39 |
851.65 |
|
Profit/ (Loss) before Tax |
1144.39 |
(184.50) |
|
Income Tax-(Current Tax) |
132.13 |
223.24 |
|
Profit (Loss) after Taxation |
1012.26 |
(407.74) |
|
EPS-Basic |
4.96 |
(2.00) |
|
EPS-Diluted |
4.96 |
(2.00) |
The Board of Directors has not recommended any dividend for the financial year 2023-24.The Board of Directors wanted to keep its profits at the company for strengthening the business of the company in the future.
The company has earned 1012.26 lakhs net profits during the financial year 2023-24, out of which 101.23 lakhs of profits were transferred to general reserve in the financial year 2023-24 and the remaining amount kept in the Profit and loss account.
During the Year under review revenue from operations for the financial year 2023-24 is Rs. 134.14Crores. It was increased by 8.95% over the last financial year (Rs.123.12 Crores in 2022-23). Profit before tax and exceptional items for the financial year 2023-24 is Rs.11.44Crores. It was increased by 34.43% over last year (Rs.8.51 Crores in 2022-23).Profit after tax for the financial year 2023-24 is Rs.10.12 Crores. It was increased by 348.64% over last year (Rs.-4.07 Crores in 2022-23) since provisions were made for abnormal items in the previous financial year.The company has improved its revenue and profitdecently even though the company is facing competition from unorganized sector.
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.
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.
i. SriVenkataSatya Lakshmi KanthaRao.G ,(Din:01846224),Managing Director , who was appointed as Managing Director and who held office of the Managing Director in the previous term up to 31 st October, 2023 was again reappointed as the Managing Director of the company and not liable to retire by rotation and to hold office for a term of 5 consecutive years in the Board of the Directors of the Company from 1st November, 2023 to 31st October,2028.
ii. Mr.Gopala Krishna MurthyJ.(Din:00930747) Non-Executive Director, liable to retire by rotation under the Articles of Association of the Company, and the applicable provisions of the companies act,2013.,in the 31 st Annual General Meeting and being eligible, offered himself for reappointment as Director. The Shareholders approved his re-appointment as Director of the company at the 31st Annual General Meeting of the company held on 15.09.2023.
Smt. Himaja.M (Din:06505782) Non-Executive Director, liable to retire by rotation under the Articles of Association of the Company in ensuing Annual General Meeting and being eligible, offer herself for reappointment as a Director. The Board recommends his re-appointment.
Subject to approval of shareholders at this ensuing Annual General Meeting of the company, as per the recommendation of the Nomination and Remuneration Committee the Board has proposed to appoint Sri Ragav Kaliappan (Din: 02185155) as a Non-Executive independent Director of the company for a period of five years w.e.f 29.08.2024 for the first term.The Board have opinion that it is very much beneficial to the company and therefore it is desirable to appoint and avail his services as an Independent Director. Accordingly, it is proposed to appoint Sri Ragav Kaliappan (Din: 02185155) as a Non-Executive Independent Director of the Company, not liable to retire by rotation and to hold officewith effect from 29-08-2024 to 28-08-2029 for the first term of 5 (five) consecutive years on the Board of the Company.
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 (âSEBIâ) 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.
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
The Companyâs policy on directorâs 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 ofthe directorâs report.
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 SEBI (LODR) regulations, 2015.Hence that there is no change in status of Independence. The web link where details of familiarization programs imparted to Independent Directors: https:// viratcraneindustries.com/
During the year under review, four meetings of independent directors were held on 29-05-2023,14-08-2023,14-11-2023and 12-02-2024 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 NonIndependent Directors and Board as a whole. 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.
Pursuant to Section 92 read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Companyâs website on https://viratcraneindustries.com/
The details in respect of internal financial control and their adequacy are included in the Management
Discussion& Analysis, which forms part of this report.
The Shareholders at the 30th Annual General Meeting held on 26th September, 2022, have re-appointed M/s Anantha& Associates, Chartered Accountants,(FRN:010642S) as Statutory Auditors of the Company for a period of five years from the conclusion of 30th Annual General Meeting, till the conclusion of 35th Annual General Meeting.
.The Statutory Auditors have confirmed their eligibility under Sec. 141 of the Companies Act 2013 and have also expressed their willingness to be appointed as statutory auditors of the Company.
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. Auditorâs report
The auditorâs report does not contain any qualifications, reservations or adverse remarks. Audit Report is given as an annexure -IXwhich forms part of this report.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their 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 reenactment(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 .They had conducted the Secretarial Audit of the Company for the financial year ended on March 31, 2024.
The detailed report on the Secretarial Audit in Form MR- 3 is appended as an Annexure IIIto this Report. There are no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company except the Delay in submission of the audited financial results for the fourth quarter/financial year ended 31.03.2023 for the financial year 2022-23 to the Stock Exchange within30 minutes of the closure of the Board Meeting held on29-05-2023
Board Clarification on Secretarial Auditors Qualificationsâ: The Board clarified that the delay was not intentional and the reason for delay was happened due to the major electrification works were being carried out by the electricity department on the day of board meeting and also due to the delay of OTPâs to the mobile as well as Email. All the reasons were conveyed to the exchange.
Cost Audit
Cost Audit is not applicable to the company for the financial year 2023-24.
Risk management
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 Iin 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 IIof this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on https://viratcraneindustries.com/
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 Ratio to medianremuneration
G V S L Kantha Rao 1:32
During the financial year 2023-24 The Company has not paid any 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: Nil
c. The percentage increase in the median remuneration of employees in the financial year: 7.01%
d. The number of permanent employees on the rolls of Company: 44
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: Nil
The percentage increase in the median remuneration of employees in the financial year: 7.01% Justification:
f. Percentage of Employees median remuneration was increased more than seven percent during the financial year compared to the previous financial year. The percentage of increase of managerial remuneration was nil.The employeesâ median remuneration increased 7.01% compared to the increment of median remuneration of managerial remuneration. The Managerial remunerations was not increased with respect to the growth and revenue but the median remuneration of employees of the company during the financial year 2023-24 was significantly increased compare to previous year. The menial incremental in Managerial remuneration was justified as the management was willing to cater more funds at the company at the cost of their own benefits.
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.
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.
VCIL continues to work on reducing carbon footprint and all type of pollutions in all its 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 endeavorâs to adopt the using of the latesttechnologies for improving the productivity and quality of its services in all its areas wherever is possible to the company and strive to achieve optimal utilization of resources there by increasing the productivity.
Your Company did not have any foreign exchange earnings and outgoâs as the company had no exports and imports from foreign countries during the financial year 2023-24.
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.
There were 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 has no Joint Ventures/Subsidiaries/Associates.
Your directors confirm that the company has adopted a policy regarding the prevention of sexual harassment of women at work place and has constituted Internal Complaints Committees (ICC) as per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 (âActâ) and Rules made there under, your Company.
(i) number of complaints filed during the financial year; Nil
(ii) number of complaints disposed of during the financial year; Nil
(iii) number of complaints pending as at the end of the financial year: Nil
Your Company treats its âhuman resourcesâ 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.
A detailed Management Discussion and Analysis forms part of this annual report, which is attached to this Report in Annexure IV
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 to be transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government :
The interim dividend amount of Rs.6,97,384/- which was declared and paid for the financial year 2015-16 has been unpaid/unclaimed for a period of seven years till the end of the financial year
31-03-2023 .The same amount has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.
The Final Dividend amount of Rs.7,13,045/-which was declared and paid for the financial year 2015-16 has been unpaid/unclaimed for a period of seven years till the end of the financial year 31-03-2023.The same amount has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government during the financial year 2023-24.
The Final Dividend amount of Rs.6,19,772/-which was declared and paid for the financial year 2016-17 has been unpaid/unclaimed for a period of seven years till the end of the financial year 31-03-2024 which was subject to, if any amount will be claimed by the shareholders in given due time before transfer to the Investor Education and Protection Fund (IEPF) will be transferred to Investor Education and Protection Fund (IEPF) in the financial year 2024-25.
Your Directors are pleased to inform you 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 2015 and have certified the compliance, as required under SEBI (LODR) Regulations 2015.
A separate report on Corporate Governance in Annexure V 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 Code of conduct or ethics policy. The details are reported in report on corporate governance The policy is available on https:// viratcraneindustries.com/ 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.
The Company established Whistle Blower Policy for directors and employees to report concerns about un-ethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The details are reported in Report on corporate Governance which forms part of this Report as Annexure No: VI and the policy shall be available at https://viratcraneindustries.com/
The Directors Thank the Company Employees, Customers and Vendors and investors for their continues support. The Directors also thank Government of India and Concerned Departments for their Cooperation.
Mar 31, 2018
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:
|
Particulars |
2017-18 (Rs. InLacs) |
2016-17 (Rs. InLacs) |
2015-16 (Rs. InLacs) |
|
Revenue from Operations & Other Income |
8805.01 |
7148.30 |
6086.20 |
|
Profit/(Loss) Before Interest & Depreciation |
1053.75 |
392.76 |
893.34 |
|
Interest |
65.07 |
5.022 |
16.20 |
|
Depreciation |
28.47 |
27.01 |
18.19 |
|
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 |
|
EPS-Basic |
3.04 |
1.12 |
2.80 |
|
EPS-Diluted |
3.04 |
1.12 |
2.80 |
Dividend
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/- ofthe 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.
Companyâs performance
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.
Directorsâ 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.
Board Evaluation
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 (âSEBIâ) 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 Companyâs 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 (3) 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.
Statutory Auditor:
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 29-092017.
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.
Auditor report
The auditorâs 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).
Secretarial auditors
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 of the Chartered Accountants of the 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 0201-2018 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 Applicable.
Risk Management
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 Ratio to median
Remuneration
GVSL KANTHA 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 of Managerial 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
Joint Ventures/Subsidiaries/Associates
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 (âActâ) 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 âhuman resourcesâ 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 j ob rotation and j ob enlargement.
Management Discussion & Analysis
A detailed Management Discussion and Analysis forms part of this annual report, which is attached to this Report in Annexure V
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 Companyâs 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).
Acknowledgement
The directors thank the Companyâs 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
(DIN: 01846224)
Mar 31, 2016
BOARD''S REPORT
To the members,
Virat Crane Industries Limited Guntur
The directors submit 24th Annual Report of Virat Crane Industries Limited along with the audited financial statements for the financial year ended March 31,2016.
Financial Results
|
Particulars |
2015-16 (Rs. InLacs) |
2014-15 (Rs. InLacs) |
2013-2014 (Rs.inLacs) |
2012-13 (Rs. In Lacs) |
|
Revenue from Operations & Other Income |
6120.09 |
6324.59 |
4596.64 |
3429.72 |
|
Profit/(Loss) Before Interest & Depreciation |
893.34 |
826.60 |
272.799 |
298.93 |
|
Interest |
16.20 |
6.56 |
6.28 |
24.16 |
|
Depreciation |
18.19 |
17.18 |
20.73 |
17.93 |
|
Profit before exceptional and extraordinary items |
858.95 |
802.44 |
218.87 |
229.30 |
|
Profit/ (Loss) before Tax |
867.55 |
798.11 |
213.92 |
217.68 |
|
Income Tax-(Current Tax) |
282.23 |
257.48 |
218.87 |
(75.00) |
|
Previous Year Tax |
-7.23 |
1.79 |
- |
- |
|
Deferred-tax (expenses)/ Income |
5.90 |
4.80 |
-3.60 |
- |
|
Profit (Loss) after Taxation |
572.15 |
537.59 |
141.29 |
140.11 |
|
EPS-Basic |
2.80 |
2.63 |
0.69 |
0.69 |
|
EPS-Diluted |
2.80 |
2.63 |
0.69 |
0.69 |
Dividend
Your Directors are pleased to recommend a total dividend i.e Interim dividend of Rs. 0.50/- per equity share and Final dividend of Rs. 0.50/- per equity share of face value of Re. 10/- each for the year ended 31st March, 2016. The interim dividend was already paid. The Final Dividend is subject to the approval of Members at the Annual General Meeting on 26th September, 2016, will be paid on or after 1sl October, 2016 to the Members whose names appear in the Register of Members, as on the date of book closure, i.e. from 23"'' September, 2016 to 26th September, 2016 (both days inclusive).The total dividend for the financial year, including the proposed Final Dividend, amounts to Rs. 1/-per equity share.
Transfer to reserves
The Company proposes to transfer Rs. 28.60 Lacs to the general reserve out of the amount available for appropriation and an amount of 572.15 Lacs is proposed to be retained in the profit and loss account.
Company''s performance
During the Year under review revenue from operations for the financial year 2015-16 at 60.86 crores was decreased by 3.32% over last year (''62.95 crores in 2014-15). Profit after tax (PAT) for the financial year 2015-16 at 572.15 Lacs was higher by 6.44% over last year (537.5 Lacs in 2014-15).The revenue was fall minor due to sluggish market conditions in final quarter and it was only temporary market fluctuation. There were no adverse changes in company consumer base and it was increased positively.
Directors'' responsibility statement
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to 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
Appointment of Mrs. Grandhi Himaja: During the financial year Shareholders confirms Mrs. Grandhi Himaja as director of the company at their 23rd Annual general Meeting held on 28.09.2016
Director liable for retire by rotation in upcoming AGM:
Mr. G. Subba Rao is liable for retire by rotation and being eligible for reappointment and offer himself for reappointment and board proposes for his reappointment.
Reappointment of Mr. P.V. Srihari whose office was liable to retire by rotation at 23rd annual general meeting of the company:
Mr. P.V. Srihari, director liable to retire by rotation in 23rd Annual General Meeting and being eligible, offer himself for reappointment as Director.The Shareholders approved his re-appointment as Director of the company at 23rd Annual General Meeting of the company held on
28.09.2015
Number of meetings of the board & Board Committees
Details of the meetings of the board and board Committees, given in corporate governance report, which forms part of this report.
Board evaluation
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 (âSEBIâ) 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 Company''s 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.
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 -1 and forms an integral part of this Report.
Declaration Given By Independent Directors
During the year under review, two meeting of independent directors was held on 30.05.2015 and 10.03.2016 in compliance with the requirements of schedule iv 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
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. (Annexure - V)
Statutory Auditors
Pursuant to the provisions of Section 139 of the companies Act, 2013 and the rules framed there under, M/S Naga Raju & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 22nd annual general meeting (AGM) of the Company held on September 29, 2014 till the conclusion of the Twenty fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. Your directors propose to ratify their appointment for the financial year 2016-17.
Auditors'' report
The auditors'' report does not contain any qualifications, reservations or adverse remarks. Audit Report is given as an annexure which forms part of this report.
Secretarial auditors
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 Vijayawada to conduct the Secretarial Audit of the Company for the financial year ended March 31,2016.
Secretarial auditors'' report
There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company except non-compliance of section 203 of the Companies Act, 2013 and regulation 6 of the SEBI (LODR) Regulations 2015 in respect to appointment of the Company Secretary and not maintaining 100% of the promoter share holding in de-mat form and non compliance of section 188 of the companies act 2013 and non compliance of section 138 of the companies act 2013. The detailed reports on the Secretarial Audit in Form MR-3 are appended as an Annexure IV to this Report.
Board Clarification on Secretarial Auditors Qualifications:
We are sincerely committed for good corporate governance practices with letter and spirit of law and we are sincerely trying to appoint a company secretary who is perfectly suitable for our companyâs compliance needs but we are unable to appoint a company secretary during the year due to non availability of company secretaries, we hope that the position is to be filled in future with a qualified company secretary.
The company directs all the promoters to convert their physical shares into den-mat form and the majority were converted their shares into den-mat form but some promoters are not interested to convert their shares into den-mat form but the company is sincerely trying to convert into 100% de-mat form.
The company is also trying to appoint a internal auditor in near future.
The company paid Rs. 10,80,000/- with bonfire intension to Mr. K. Praveen who is a related party to the company, with the approval of the board.
Risk management
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 of the Company.
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
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 |
Ratio to median |
|
Managing Director |
remuneration |
|
G V S L KANTHA RAO |
1:45 |
During the financial year 2015-16 The Company does not pay remuneration to Non- Executive Directors
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year: 75%
c. The percentage increase in the median remuneration of employees in the financial year: 41 %
d. The number of permanent employees on the rolls of Company: 44
e. The explanation on the relationship between average increase in remuneration and Company Performance:
f. Comparison of the remuneration of the key managerial personnel against the performance of the Company
Aggregate remuneration of key managerial personnel in FY2015-16 was 42 Lacs Revenue Rs. 6086 Lacs
Remuneration of KMPs (as % of revenue) 0.690%
Profit before Tax (PBT) Rs. 867.55 Lacs Remuneration of KMP (as % of PBT) 4.84%
g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:
|
Particulars |
March 31 2016 |
March 31 2015 |
% Change |
|
Market |
Rs.136. |
Rs.42.0 |
225% |
|
Capitalization |
84 Cr |
7 Cr |
|
|
Price Earnings Ratio |
23.92 |
7.83 |
205.5% |
h. 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:28.91 %.
Increase in the managerial remuneration for the year was :75%
Justification: Managerial remunerations was increased only after several years and it was not on annual basis hence 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.
i. Comparison of each remuneration of the key managerial personnel against the performance of the Company:
|
Remuneration in |
42 Lacs |
|
FY 2015-16 |
|
|
Revenue |
Rs.6086 Lacs |
|
% on Revenue |
0.69% |
|
Profit before Tax |
Rs. 867.55 Lacs |
|
Remuneration |
4.84% |
|
(as % of PBT |
j. The key parameters for any variable component of remuneration availed by the directors: Nil
k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.
I. 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.
m. 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 of Managerial 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 2015-16.
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
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 âhuman resourcesâ 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 Annexure V
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 Company''s code of conduct or ethics policy. The details are reported in the whistle Blower policy which is in the corporate governance report in Annexure -VII
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).
Acknowledgment
The directors thank the Company''s 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 cooperation. The directors appreciate and value the contributions made by every member of the Virat Crane Industries family.
On behalf of the board of directors,
Place: Guntur (G.V.S.L.KanthaRao) G.Himaja
Date: 08.08.2016 (Managing Director) (Director)
(DIN:01846224) (DIN:06505782)
Mar 31, 2015
Dear Members,
The directors submit annual report of Virat Crane Industries Limited
along with the audited financial statements for the financial year
ended March 31,2015.
Financial Results
2014-15 2013-2014
(Rs. In Lacs) (Rs. In Lacs)
Revenue from Operations & Other Income 6324.59 4596.64
Profit/(Loss) Before Interest &
Depreciation 826.60 272.7 9
Interest 6.98 33.18
Depreciation 17.18 20.73
Profit before exceptional and
extraordinary items 802.44 218.87
Profit/ (Loss) before Tax 798.11 213.92
Income Tax-(Current Tax) 802.44 218.87
Previous Year Tax 1.79 -
Deferred-tax (expenses)/ Income 4.80 -3.60
Profit (Loss) after Taxation 537.59 141.29
EPS-Basic 2.63 0.69
EPS-Diluted 2.63 0.69
2012-13 2011-12
(Rs. In Lacs) (Rs. In Lacs)
Revenue from Operations & Other Income 3429.72 3578.62
Profit/(Loss) Before Interest &
Depreciation 298.93 106.39
Interest 51.70 13.30
Depreciation 17.93 16.46
Profit before exceptional and
extraordinary items 229.30 76.63
Profit/ (Loss) before Tax 217.68 70.56
Income Tax-(Current Tax) (75.00) (34.00)
Previous Year Tax - -
Deferred-tax (expenses)/ Income - -
Profit (Loss) after Taxation 140.11 57.73
EPS-Basic 0.69 0.28
EPS-Diluted 0.69 0.28
Your Directors are pleased to recommend a Final Dividend of Rs. 1/- per
equity share of face value of Re. 10/- each for the year ended 31st
March, 2015.
The Final Dividend, subject to the approval of Members at the Annual
General Meeting on 28th September, 2015, will be paid on or after 30th
September, 2015 to the Members whose names appear in the Register of
Members, as on the date of book closure, i.e. from 25th September ,
2015 to 28th September , 2015 (both days inclusive). The total dividend
for the financial year, including the proposed Final Dividend, amounts
to Rs. 1/- per equity share and will absorb Rs. 2.45 crores, including
Dividend Distribution Tax of Rs. 0.41 crores.
Transfer to reserves
The Company proposes to transfer Rs. 26.87 Lacs to the general reserve
out of the amount available for appropriation and an amount of 537.58
Lacs is proposed to be retained in the profit and loss account.
Company's performance
During the Year under review revenue from operations for the financial
year 2014-15 at 62.95 crores was higher by 37.95% over last year
('45.63 crores in 2013-14). Profit after tax (PAT) for the financial
year 2014-15 at 5.375 Crores was higher by 280% over last year (1.412
Crores in 2013-14)
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 inaccordance 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.
EXTRACT OF THE ANNUAL RETURN AS PER MGT-9
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.
Changes among Directors and key managerial personnel
Retire by rotation:
Mr.P.V. Srihari director liable to retire by rotation under the
Articles of Association of the Company in forth coming Annual General
Meeting and being eligible, offer himself for reappointment as
Director. The Board recommends his re appointment Appointment of Woman
Director:
During the year Mrs. Gradhi Himaja Appointed as Additional Director of
the company on 30.03.2015 Resignation of Director:
Mr. R.Jagadeesh Kumar resigned from the office of director due to his
personal reasons Appointment of Chief Financial Officer:
Mr.P.V. Srihari director of the company designated as chief Financial
Officer under section 203 of the companies Act 2013 with effect from
30.03.2015
Number of meetings of the board
Six meetings of the board were held during the year, details of the
meetings of the board, given in corporate governance report, which
forms part of this report.
Board evaluation
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
Clause 49 of the Listing Agreements ("Clause 49") .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 Company's 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:
During the year under review, one meeting of independent directors was
held on 30th march, 2015 in compliance with the requirements of
schedule iv 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
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.
Audit committee and other Board Committees
The details pertaining to composition of audit committee and other
Board Committees are included in the Corporate Governance Report, which
forms part of this report.
Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, Naga Raju & Co., Chartered Accountants, were
appointed as statutory auditors of the Company from the conclusion of
the 22nd annual general meeting (AGM) of the Company held on September
29, 2014 till the conclusion of the Twenty fifth AGM to be held in the
year 2017, subject to ratification of their appointment at every AGM.
Your directors propose to ratify their appointment for the financial
year 2015-16.
Auditors' report
The auditors' report report does not contain any qualifications,
reservations or adverse remarks. Audit Report is given as an annexure
which forms part of this report.
COST AUDITOR:
Pursuant to the Provisions of the Section 148 of the Companies Act,
2013, The Board had appointed M/s. Annavarapu & Co., Cost Accountants,
as a Cost Auditors for the financial year 2014-15 to carry out the cost
audit of Company's cost records. For financial year 2015-16 Cost Audit
is Not applicable our company.
SECRETARIAL AUDITORS:
Pursuant to provisions of Section 204 of the Companies Act, 201 3 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 & Co, Company Secretaries in Practice, Guntur to
conduct the Secretarial Audit of the Company for the financial year
ended March 31,2015.
Secretarial auditors' report
There were no qualifications, reservations or adverse remarks given by
Secretarial Auditors of the Company except non-compliance of section
203 of the Companies Act, 2013 in respect to appointment the Company
Secretary as Key Managerial Person. The detailed reports on the
Secretarial Standards and Secretarial Audit in Form MR- 3 are appended
as an Annexure III to this Report.
Risk management
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
Your Directors are pleased to inform that the provisions of section 135
of the Act, read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 are not applicable to the Company for financial
year 201415.
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.
the ratio of the remuneration of executive Director to the median
remuneration of the employees of the Company for the financial year:
Executive directors Ratio to median remuneration
24,00,000 35
The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
During the financial year 2014-15 The company does not pay remuneration
to Non- Executive Directors
b. The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the
financial year: Nil
c. The percentage increase in the median remuneration of employees in
the financial year: 10%
d. The number of permanent employees on the rolls of Company: 41
e. The explanation on the relationship between average increase in
remuneration and Company
Performance:
f. Comparison of the remuneration of the key managerial personnel
against the performance of the Company
Aggregate remuneration of key managerial personnel
in FY2014-15 was 24 Lacs
Revenue Rs.6324.59 Lacs
Remuneration of KMPs (as % of revenue) 0.00379
Profit before Tax (PBT) Rs. 798.10 Lacs
Remuneration of KMP (as % of PBT) 0.03007
g. Variations in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year:
Particulars March 31,2015 March 31,2014 % Change
Market Capitalisation Rs.42.07 Cr Rs.12.80 Cr 228%
Price Earnings Ratio 7.83 9.08 16.01%
h. 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:
The average annual increase was around 10%.
Increase in the managerial remuneration for the year was Nil
i. Comparison of each remuneration of the key managerial personnel
against the performance of the Company:
Remuneration in FY15 24 Lacs
Revenue Rs.6324.59 Lacs
% on Revenue 0.00379
Profit before Tax Rs. 798.10 Lacs
Remuneration (as % of PBT 0.03007
j. The key parameters for any variable component of remuneration
availed by the directors: Nil
k. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year: None.
l. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms remunera tion is as per the remuneration policy of
the Company.
m. 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 of Managerial 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 Compliance Officer.
Disclosure requirements
As per Clause 49 of the listing agreements entered into with the stock
exchanges, corporate governance report with auditors' certificate
thereon and management discussion and analysis are attached, which form
part of this report. The Company has formulated and published a Whistle
Blower Policy to provide Vigil Mechanism for employees including
directors of the Company to report genuine concerns. The provisions of
this policy are in line with the provisions of the Section 177(9) of
the Act and the revised Clause 49 of the Listing Agreement with stock
exchange.
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 2014-15.
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
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 Annexure III.
Report on Corporate Governance:
Your Directors are pleased to inform that your Company has implemented
all the stipulations prescribed under clause 49 of listing agreement
with the stock exchange(s). The Statutory Auditors of the Company have
examined the requirements of the Corporate Governance with reference to
Clause 49 of the Listing Agreement and have certified the compliance,
as required under Clause 49 of the Listing Agreement.
A separate report on Corporate Governance is provided together with a
Certificate from the Statutory Auditors of the Company regarding
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Equity Listing Agreement with the Stock Exchange(s). A
Certificate of the CEO and CFO of the Company in terms of sub-clause IX
of Clause 49 of Equity Listing Agreement, 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 behavior, actual or
suspected fraud or violation of the Company's code of conduct or ethics
policy. The details are reported in the Reported in the Report on
corporate Governance which forms part of this Report
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).
Acknowledgement
The directors thank the Company's 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.
On behalf of the board of directors, Guntur
G.V.s.L. Kantha Rao
August 10, 2015
Managing Director
Mar 31, 2014
Dear members,
The directors have pleasure in presenting the Twenty- Second Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31st March 2014.
(Rs. In Lacs)
2013-2014 2012-2013
Sales and Other Income 4596.64 3429.72
Profit/(Loss) before Interest &
Depreciation 272.79 298.93
Interest 33.18 51.70
Depreciation 20.73 17.93
Profit before exceptional and
extraordinary items 218.87 229.30
Profit/(Loss) before Tax 213.92 217.68
Deferred-tax (expenses) / Income (3.66) (2.57)
Income-tax - (Current Tax) (68.96) (75.00)
Profit (Loss) after Taxation 141.29 140.11
EPS - Basic 0.69 0.69
EPS - Diluted 0.69 0.69
During the year under review, the Company has achieved turnover of Rs.
4596.64 lakhs as compared to the previous year Rs. 3429.72 lakhs. The
profit before interest and depreciation is Rs. 272.79 lakhs as compared
to the previous year of Rs. 298.93 lakhs. The net profit after
providing for interest and depreciation is Rs. 218.87 lakhs as compared
to the previous of Rs. 229.30 lakhs. The net profit after taxation Rs.
141.29 lakhs is carried forward to balance sheet. The Directors of
your company are of the view that the performance of your company would
improve in the next financial year.
DIVIDENDS:
In view of the Company''s profitable performance, your directors are
pleased to recommend for approval of shareholders a Final Dividend of
5% (Re. 50 paisa per share) on 2,04,23,750 Equity shares of the company
in respect of the financial year 2013-2014. The final Dividend if
declared as above, would involve an outflow of Rs. 102.12 Lakhs towards
Dividend and Rs. 17.35 lakhs towards Dividend Tax resulting total
outflow of Rs. 119.47 Lakhs. (Approx).
The paid up capital of your company remained unchanged at Rs.
20,42,37,500/-. Earnings per share was Rs 0.69
PUBLIC DEPOSITS:
The company has not accepted/renewed Fixed Deposits from Shareholders,
Employees and Public during the period under review.
LISTING :
The Company''s shares are listed at The Mumbai Stock Exchange Ltd.,
Jeejee Bhoy Towers, Dalal Street, Mumbai- 400001.
DIRECTORS:
Sri. G. Subba Rao (DIN: 01864400), retire by rotation in accordance
with Articles of Association of the Company and being eligible for
reappointment offers himself for reappointment.
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 274 of the Companies
Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements of section 217 (2AA) of the companies act
1956 with respect to the directors responsibility statements it is
hereby confirmed that:
a) in the preparation of the Annual Accounts for the year 2013-2014 the
applicable accounting standards have been followed with proper
explanations where required.
b) The directors have selected such accounting policies and applied
them consistently and made judgements and estimates to give a true and
fare view of the state of affairs of the company as at 31.03.2014 and
of the profit or loss of the company for that year.
c) Proper and sufficient care is taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act 1956 for safeguarding the assets of the Company and for prevention
and detection of fraud and irregularities.
d) The Annual Accounts are prepared on a going concern basis.
AUDIT COMMITTEE :
The company has an audit committee, whose composition, role functions
and powers are in accordance with the legal/ SEBI requirements. The
Audit Committee comprises of Sri R.Jagadish Kumar, Sri G.Subba Rao and
Sri P.Bhaska Rao as members.
CORPORATE GOVERNANCE :
A separate section on Corporate Governance along with auditor''s
certificate is attached to this report. A note on Management discussion
and analysis is also attached to this report.
STATUTORY AUDITORS :
The Statutory Auditors M/s. Nagaraju & Co (FRN: 002271S) Chartered
Accountants, Guntur, retire at the ensuring Annual General Meeting and
have confirmed their eligibility and willingness to accept office, if
reappointment. Your Directors propose the reappointment of M/s.
Nagaraju & Co, as Statutory Auditors to hold office until the
conclusion of the Twenty Fifth Annual General Meeting of the Company.
COST AUDITORS :
Pursuant to the provisions of the Section 148 of the Companies Act,
2013 and other applicable rules, the Board of Directors of your Company
had appointed, subject to the approval of the Central Government Mr.
Chandra Sekhar.A, Annavarapu & Co, Cost Accountants, Guntur to carry
out an audit of Cost accounts of the Company for accounting year ending
31st March 2015.
PERSONNEL:
The Management appreciated the efforts of the employees of the company
and its subsidiary for their co-operation and support during the year
and acknowledge their contribution.
There are no employees as per the provision of Section 217 (2A) of the
Companies Act 1956, employed throughout the year who are in receipt of
remuneration of Rs. 24,00,000/- or more or employed for part of the
year and in receipt of Rs. 200000/- per month.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGOINGS :
Not applicable.
ACKNOWLEDGEMENTS :
The directors of the company placed their appreciation to the bankers
of the company, various Government Authorities, employees, distributors
and Bankers for their cooperation.
For and on behalf of the Board
Sd/- Sd/-
P.BHASKARA RAO G.V.S.L.KANTHA RAO
DIRECTOR MANAGING DIRECTOR
(DIN: 01846243) (DIN: 01846224)
Place: Guntur
Date : 28th August 2014.
Mar 31, 2013
FINANCIAL RESULTS:
The directors have pleasure in presenting the Twenty-First Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31'''' March 2013.
(Rs. In Lacs)
2012-2013 2011-2012
Sales and Other Income 3429.72 3578.62
Profit/(Loss) before Interest &
Depreciation 298.93 106.39
Interest 51.70 13.30
Depreciation 17.93 16.46
Profit before exceptional and
extraordinary items 229.30 76.63
ProfW(Loss) before Tax 217.68 70.56
Deferred-tax (expenses) / Income (2.57) 21.17
Income-tax - (Current Tax) (75.00) (34.00)
Profit (Loss) after Taxation 140.11 57.73
EPS - Basic 0.69 0.28 EPS - Diluted 0.69 0.28
During the year under review, the Company has achieved turnover of Rs.
3429.72 lakhs as compared to the previous year Rs. 3578.62 lakhs. The
profit befpre interest and depreciation is Rs. 298.93 lakhs as compared
to the previous year of Rs. 106.39 lakhs. The net profit after
providing for interest and depreciation is Rs. 229.30 lakhs as compared
to the previous of Rs. 76.63 lakhs. The net profit after taxation Rs.
140.11 lakhs is carried forward to balance sheet. The Directors of your
company are of the view that the performance of your company would
improve in the next financial year.
DIVIDENDS:
In view of the Company''s profitable performance, your directors are
pleased to recommend for approval of shareholders a Final Dividend of
5% (Re.50 paisa per share) on 2,04,20,300 Equity shares of the company
in respect of the financial year2012-2013. The final Dividend
ifdeclared as above, would involve an outflow of Rs 102.10 Lakhs
towards Dividend and Rs. "l 6.56 lakhs towards Dividend Tax resulting
total outflow of Rs. 118.66 Lakhs. (Approx).
The paid up capital of your company remained unchanged at Rs.
20,42,03,000/-. Earning per share was Rs 0.69.
PUBLIC DEPOSITS:
The company has not accepted/renewed fixed Deposits from Shareholders.
Employees and Public during the period under review.
LISTING:
The Company''s shares are listed at The Mumbai Stock Exchange Ltd.,
Jeejee Bhoy Towers, Dalai Street, Mumbai- 400001.
DIRECTORS:
Mr. Raja Jagadeesh Kumar and Mr. Venkata Srihari Puwada, retires by
rotation in accordance with Articles of Association of the Company and
being eligible for reappointment offers themselves for reappointment.
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 274 of the Companies
Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements of seCjJion 217 (2 A A) of the companies
act 1956 with respect to the directors responsibility statements it is
hereby confirmed that:
a) in the preparation of the Annual Accounts for the year 2012-2013 the
applicable accounting standards have been followed with proper
explanations where required.
b) The directors have selected such accounting policies and applied
them consistently and made judgements and estimates to give a true and
fare view of the state of affairs of the company as at 31.03.2013 and
of the loss of the company for that year.
c) Proper and sufficient care is taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act 1956 for safeguarding the assets of the Company and for prevention
and detection of fraud and irregularities.
d) The Annual Accounts are prepared on a going concern basis.
AUDIT COMMITTEE:
The company has an audit committee, whose composition, role functions
and powers are in accordance with the legal/ SEBI requirements. The
Audit Committee comprises of Sri R.Jagadish Kumar, Sri GSubba Rao and
Sri P.Bhaska Rao as members.
CORPORATE GOVERNANCE:
A separate section on Corporate Governance along with auditor''s
certificate is attached to this report. A note on Management discussion
and analysis is also attached to this report.
STATUTORY AUDITORS:
The Statutory Auditors M/s. Nagaraju & Co (FRN: 002271S) Chartered
Accountants. Guntur, retire at the ensuring Annual, General Meeting and
have confirmed their eligibility and willingness to accept office, your
Directors propose the reappointment of M/s. Nagaraju & Co, as Statutory
Auditors to hold office until the conclusion of the next Annual General
Meeting of the Company.
COST AUDITORS:
Pursuant to the provisions of the Section 233B of the Companies Act,
1956 and other applicable rules, the Board of Directors of your Company
had appointed, subject to the approval of the Central Government Mr.
Chandra Sekhar.A, Annavarapu & Co, Cost Accountants, Guntur to carry
out an audit of Cost accounts of the Company for accounting year ending
31st March 2014.
PERSONNEL:
The Management appreciated the efforts of the employees of the company
and its subsidiary for their co-operation and support during the year
and acknowledge their contribution.
There are no employees as per the provision of Section 217 (2A) of the
Companies Act 1956, employed throughout the year who are in receipt of
remuneration of Rs. 24,00,000/- or more or employed for part of the
year and in receipt of Rs. 200000/- per month.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGOINGS:
Consumption of energy is very insignificant, as the company''s
production is very much low. However the company has taken adequate
steps to conserve the energy.
Foreign exchange earnings/outgoings: NIL
ACKNOWLEDGEMENTS:
The directors of the company placed their appreciation to the bankers
of the company, various Government Authorities, employees, distributors
and Bankers for their cooperation. For and on behalf of the Board
Sd/- Sd/-
P.BHASK.ARA RAO G.V.S.L.KANTHA RAO
DIRECTOR MANAGING DIRECTOR
Place: Guntur
Date: 12th August 2013.
Mar 31, 2012
FINANCIAL RESULTS:
The directors have pleasure in presenting the Twentieth Annual Report
of the Company together with the Audited Statements of Accounts for the
year ended 31st March 2012.
(Rs. In Lacs)
2011-2012 2010-2011
Sales and Other Income 3578.62 3143.13
Profit/(Loss) before Interest
& Depreciation 108.30 263.51
Interest 13.52 8.85
Depreciation 16.46 28.87
Profit before exceptional and
extraordinary items 76.63 225.78
Profif''(Loss) before Tax 70.56 47.72
Deferred-tax (expenses) / Income 21.17 179.38
Income-tax - (Current Tax) (34.00) (53.00)
Profit (Loss) after Taxation 57.73 174.10
During the year under review, the Company has achieved turnover of Rs.
3578.62 lakhs and earned a profit of Rs. 108.30 lakhs before interest
and depreciation. The net profit after providing for interest of Rs.
13.52 lacs and depreciation of Rs. 16.46 lacs is Rs. 76.63 lakhs. The
net profit after taxation is Rs. 57.73 lakhs is carried forward to
balance sheet.
DIVIDENDS:
Due to in sufficient of profits, your directors could not recommend any
dividend for the financial year ending 31st March, 2012.
PUBLIC DEPOSITS:
The company has not accepted/renewed Fixed Deposits from Shareholders,
Employees and Public during the period under review.
LISTING:
The company''s shares are listed at The "Mumbai Stock Exchange Ltd.,
Jeejee Bhoy Towers, Dalai Street, Mumbai-400 001.
DIRECTORS:
Sri G. Subba Rao and Sri P. Bhaskara Rao, retires by rotation in
accordance with Articles of Association of the Company and being
eligible for reappointment offers themselves for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements of section 217 (2AA) of the companies act
1956 with respect to the directors responsibility statements it is
hereby confirmed that:
a) in the preparation of the Annual Accounts for the year 2011-2012 the
applicable accounting standards have been followed with proper
explanations where required.
b) The directors have selected such accounting policies and applied
them consistently and made judgements and estimates to give a true and
fare view of the state of affairs of the company as at 31.03.2012 and
of the loss of the company for that year.
c) Proper and sufficient care is taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act 1956 for safeguarding the assets of the Company and for prevention
and detection of fraud and irregularities.
d) The Annual Accounts are prepared on a going concern basis.
AUDIT COMMITTEE:
The company has an audit committee, whose composition, role functions
and powers are in accordance with the legal/SEBI requirements. The
Audit Committee comprises of Sri R.Jagadish Kumar, Sri G.Subba Rao and
Sri P.Bhaska Rao as members.
CORPORATE GOVERNANCE:
A separate section on Corporate Governance along with auditor''s
certificate is attached to this report. A note on Management
discussion and analysis is also attached to this report.
AUDITORS:
The present auditors M/s. Jawahar & Associates., Chartered Accountants,
Hyderabad, who are going to be retiring at AGM, had tendered their
unwillingness to act as Statutory Auditors of the Company for financial
year 2012-13 due to their inability under the Companies Act 1956. The
Company has approached M/s. K. Nagaraju & Co., Chartered Accounts, to
appoint them as Statutory Auditors for which they had given their
consent. They also confirmed that, if they are appointed as Statutory
Auditors of the Company, the appointment would be within the provisions
of section 224(1B) of the Companies Act, 1956.
They have confirmed their eligibility as per Section 224(1) of the
Companies Act.
PERSONNEL:
The Management appreciated the efforts of the employees of the company
and its subsidiary for their co-operation and support during the year
and acknowledge their contribution.
There are no employees as per the provision of Section 217 (2A) of the
Companies Act 1956, employed throughout the year who are in receipt of
remuneration of Rs. 24,00,000/- or more or employed for part of the
year and in receipt of Rs. 200000/- per month.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGOINGS:
Consumption of energy is very insignificant, as the company''s
production is very much low. However the company has taken adequate
steps to conserve the energy.
Foreign exchange earnings/outgoings: NIL
ACKNOWLEDGEMENTS:
The directors of the company placed their appreciation to the bankers
of the company, various Government Authorities, employees, distributors
and Bankers for their cooperation
Sd/- Sd/-
P.BHASKARARAO G.V.S.L.KANTHA RAO
DIRECTOR MANAGING DIRECTOR
PLACE: GUNTUR
DATE : 30-08-2012.
Mar 31, 2010
FINANCIAL- RESULTS:
(Rs. In Lacs)
2009-2010 2008-2009
Sales and Other income 73.50 1,24.61
Profit/(Loss) before
Interest & Depreciation 18.34 36.17
Interest 0.86 3.34
Depreciation 23,60 21,01
Profil/(Loss) before Tax (6.11) 11.82
Deferred-tax 28.42 59.04
Income-tax-(Current Tax) - 3.61
Profit(Loss) after Taxation (34.53) (50.83)
Your Directors inform that the company has earned a profit of Rs. 18.34
lacs before interest and depreciation. The net loss after providing for
interest of Rs. 0.86 1acs and depreciation of Rs. 23.60 lacs is 6.11
lacs. The Current tax provision is of Rs.Nil and deferred tax expense
for the year is Rs. 28.42 lacs and the Loss of Rs.34.53 lacs is carried
forward to balance sheet.
SUBSIDIARY:
As the Company is holding having 51% stake in the associate Company
i.e. Durga Dairy Limited, the detailed accounts, Directors Report and
audit report etc., of the aforesaid subsidiary company is forms part of
this Annual Report in accordance with the provisions of the Section 212
of the Companies Act, 1956.
MERGER AND DEMERGER:
In the process of merger of the subsidiary company. i.e. Durga Oaky
Limited into the Company and demerger of Crane InfrastructureLimited
from the Company, the Honorable High Court of, Andhra Pradesh has
approved the scheme and given its order on 06.04.2010. The Company has
filed the copy of the order with the registrar of Companies, Ã Andhra
Pradesh and Hyderabad. We are hope that the entire process will be
completed before the end
* the current financial year,
DIVIDENDS:
Due to in sufficient of profits, your directors could not recommend any
dividend for the financial year ending 31st March, 2010,
PUBLIC DEPOSITS:
The company has not accepted/renewed Fixed Deposits frorh Shareholders,
Employees and Public during the period under review.
L J STING:
Hie companys shares are listed at The Hyderabad Stock Exchange
Ltd.Tlimayat nagar, Hyderabad 500 029 and the Mumbai Slock Exchange
Ltd., Jcejee Bhoy Towers. Dalai Street, Mumbai-400 001. (The listing
fee payable to Hyderabad Stock Exchange is in arrears for the
year2003-2004. 2004-2005,2005-06, 2006-07, 20()7-08, 2008-09
&2009-10.)
DIRECTORS
Sri G. Subba Rao and P. Bhaskara Rao, retires by rotation in accordance
with Articles of Association of the Company and being eligible-for
reappoint ment offers themselves for reappointment. DIRECTORS
RESPONSIBILITY STATEMENT: Pursuant to the requirements of section 217
(2AA) of the companies act 1956 with respect to the directors
responsibility statements it is hereby confirmed that: a) in the
preparation of the Annual Accounts for the year 2009-2010 the
applicablc accounting standards have been followed with proper
explanations,where required.
1)) The directors have selected such accounting. policies and applied
them consistently and made judgements and estimates to give a true i
and fare view of the state of affairs of the company as at 31.03.2010
and of the loss of the company for that year.
c) Proper and-sufficient care is taken for the maintenace of adequate
accounting records in accordance with the provisions of the Companies
Act 1956 for safeguarding the assets of the Company and for prevention
and detection of fraud and irregularities.
d) The Annual Accounts are prepared on agoing concern basis.
AUDIT COMMITTER;
The company has an audit committee, whose -composition, role functions
and powers are in accordance with the legal/SEBI requirements. The
Audit Committee comprises of Sri RJagadish Kumar, Sri G ."SubbaRao and
Sri P.Bhaska Rao as- members.
CORPORATE GOVERNANCE: A separate section on Corpomte Governance along
with auditors certificate is attached to this report. A note on
Management discussion and analysis is also attached to this report, ,
M/s .Jawahar anil Associates. Chartered Accountants, Hyderabad who are
the auditors of the company and hold office up to the conclusion of the
ensuing Annual General Meeting are recommended for re-appointment.
They have confirmed their eligibility as per Section 224( 1) of the
Companies Act.
PERSONNEL:
The. Management appreciated the efforts of the employees of the company
and its subsidiary for their co-operation and support during the year
and acknowledge their contribution. .,
There are no employees as per the provision of Section 217 (2A) of the
Companies Act 1956. employed throughout the year who are in receipt of
remuneration of Rs, 24,00,000/- or more or employed for part of the
year and in receipt of Rs. 200000/-per month.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EA
RNINGS/OU TGOINGS:
Consumption of energy is very insignificant, as the companys
production is very much low. However the company has taken adequate
steps to conserve the energy.
Foreign exchange earnings/outgoings: NIL
ACKNOWLEDGEMENTS:
The directors of the company placed their appreciation to the
bankcrsTrf-the company, various Government Authorities, employees,
distributors and Bankers for their cooperation.
For and on behalf of the Board
Sd/- Sd/-
P.BHASKARA RAO G.V.S.L.KANTHA RAO
DIRECTOR MANAGING DIRECTOR
PLACE :GUNTUR
DATE : 02.12.2010)
Mar 31, 2009
The Directors have pleasure in presenting you the 17* Annual Report
and the Annual Accounts for the financial year ending 31" March, 2009.
FINANCIAL RESULTS:
2008-09 2007-08
Sales and Other lncome 124.61 202.61
Profit/(Loss) before
Interest & Depreciation 36.17 77.09
Interest 3.34 5.52
Depreciation 21.01 27.40
Profit/(Loss) before Tax 11.82 44.17
Deferred-tax 59.04 11.51
Income-tax (Current-tax) 3.61 4.82
Profit/(Loss) after taxation (50.83) 27.84
Your Directors inform that the company has earned a profit of Rs. 36.17
lacs before interest and depre- ciation. The net profit after providing
for interest of Rs. 5.52 lacs and depreciation of Rs.27.40 lacs is
11.82 lacs. The Current tax Provision is of Rs.3.61 lacs and
Deferred-tax expense for the year is Rs. 59.04 lacs and the Loss of
Rs.50.83 lacs is carried forward to Balance Sheet.
OPERATIONS:
The sales and other income of the company are scaled down during the
year as compared to the previous year but me only product left with the
Company being Fruit Masala, the sale of which has shown a marginal
improvement The product Ghee which is the main product of our
Subsidiary Com- pany is picking up the market and the same prod- uct
shall be our product after being merged with the Durga Dairy Ltd., the
arrangements for the same are in final stage. The members are aware
that the product Gutkha is withdrawn in the last year and the Company
is contemplating to improve the turn- over of Fruit Masala after the
Merger and Demerger arrangements are being completed by enlarging the
market stretch along with Ghee and induce further demand. Further, the
Factory Buildings which are lying idle after withdrawal of Gutkha and
shifting of production of Fruit Masala to the premises of Registered
Office of the Company, our Company has taken up Extension of Factory
Building Blocks with our Funds and Funds contributed by Promot-
ers/Directors of the Company and are leased out to make use of the idle
premises for the benefit of the Company.
SUBSIDIARY:
As the Company has acquired at about 51 % stake in the associate
concern Durga Diary Limited and it has become a subsidiary of the
Company. In ac- cordance with section 212 of the Companies Act, 1956,
the detailed accounts and the Directors Report etc. of the aforesaid
subsidiary companies form part of this Annual Report. MERGER AND
DEMERGER:
In the process of merger of the subsidiary company viz., Durga Diary
Limted in to Virat Crane Indus- tries Limited and demerger in to Virat
Crane In- dustries Ltd., and Crane Infrastructure Ltd., the Company has
made considerable progress and it appears to be in the final stage as
the Company has complied with the direction of Honorable High Court of
Judicature of Andhra Pradesh by holding Extra Ordinary General Meeting
of the Sharehold- ers of the Company on 06.12.2008 at it Factory
premises and completion of other procedures. We are of the hope mat
the entire exercise shall be helpful to the Company in the wake of
withdraw- ing a product Gutkha from its business and in the present
scenario of recouping from Global Reces- sion and Industrial Recession,
the Company shall put forth every effort to boost the markets for the
products of the new Company after the proposed arrangement. DIVIDENDS:
No dividend is declared for the year 2008-2009. PUBLIC DEPOSITS:
The company has not accepted/renewed Fixed Deposits from Shareholders,
Employees and Pub- lic during the period under review.
LISTING:
The companys shares are listed at The Hyderabad Stock Exchange Ltd,
Himayat nagar, Hyderabad- 500 029 and The Mumbai Stock Exchange Ltd.,
Jeejee Bhoy Towers, Dalai Street, Mumbai-400 001. (The listing fee
payable to Hyderabad Stock Exchange is in arrears for the year
2003-2004, 2004-2005,2005-06,2006-07,2007-08 &2008-09)
DIRECTORS
Sri R. Jagadish Kumar and P.V. Srihari retire by rotation in accordance
with Articles of Association of the Company and being eligible for
reappoint- ment offer their services for Reappointment. DIRECTORS
RESPONSIBILITY STATEMENT; Pursuant to the requirements of section 217
(2AA) of the companies act 1956 with respect to the Di- rectors
Responsibility statements it is hereby con- firmed that:
a) in the preparation of the Annual Accounts for the year 2008-2009 the
applicable accounting standards have been followed with proper ex-
planations where required.
b) The Directors have selected such Accounting Policies and applied
them consistently and made judgements and estimates to give a true and
fare view of the state of affairs of the com- pany as at 31.03.2009 and
of the loss of the company for that year.
c) Proper, and sufficient care is taken for the main- tenance of
adequate Accounting Records in accordance with the provisions of the
Compa- nies Act 1956 for safeguarding the assets of the Company and for
prevention and detec- tion of fraud and irregularities.
d) The Annual Accounts are prepared on a going concern basis.
AUDIT COMMITTEE:
The company has an audit committee, whose com- position, role functions
and powers are in accordance with the legal/SEBI requirements. The
Audit Com- mittee comprises of Sri R.Jagadish Kumar, Sri GSubba Rao and
Sri P.Bhaskara Rao as members. CORPORATE GOVERNANCE: A separate
section on Corporate Governance along with auditors certificate is
attached to this report. A note on Management discussion and analysis
is also attached to this report. AUDITORS:
M/s Jawahar and Associates, Chartered Accoun- tants, Hyderabad who are
the auditors of the Com- pany and hold office up to the conclusion of
the ensuing Annual General Meeting are recommended for re-appointment.
They have confirmed their eligibility as per Sec- tion 224(1) of the
Companies Act.
PERSONNEL:
The Management appreciated the efforts of the employees of the Company
and its Subsidiary for their co-operation and support during the year
and acknowledge their contribution. There are no employees as per the
provision of Section 217 (2A) of the Companies Act 1956, employed
throughout the year who are in receipt of remuneration of Rs.
24,00,000/- or more or em- ployed for part of the year and in receipt
of Rs. 200000A per month.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGOINGS: Consumption of energy is very insignificant, as the
companys production is very much low. However the company has taken
adequate steps to conserve the energy.
Foreign exchange earnings/outgoings; NIL ACKNOWLEDGEMENTS: The
directors of the company placed theif appre- ciation to the Bankers of
the Company, various Government Authorities, Employees and Distribu-
tors for their cooperation.
For and on behalf of the Board
Sd/- Sd/-
P.BHASKARARAO GV.S.L.KANTHARAO
DIRECTOR MANAGING DIRECTOR
PLACE :GUNTUR
DATE : 30.10.2009.
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