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Directors Report of Virat Crane Industries Ltd.

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, 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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