you are here:

VST Tillers Tractors Ltd.

BSE: 531266 | NSE: VSTTILLERS |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE764D01017 | SECTOR: Auto - Tractors

BSE Live

Jan 21, 16:00
2912.95 -51.20 (-1.73%)
Volume
AVERAGE VOLUME
5-Day
1,319
10-Day
960
30-Day
783
549
  • Prev. Close

    2964.15

  • Open Price

    2964.15

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Jan 21, 15:56
2899.35 -62.85 (-2.12%)
Volume
AVERAGE VOLUME
5-Day
12,251
10-Day
8,422
30-Day
7,005
3,269
  • Prev. Close

    2962.20

  • Open Price

    2926.00

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

Dear Shareholder,

The Directors have pleasure in presenting the 50th Annual Report of the Company and the Audited Statement of accounts for the year ended March 31, 2018.

FINANCIAL PERFORMANCE (Rupees in lakhs)

Period

Year 2017-18

Year 2016-17

OPERATING INCOME

76395

67766

NON-OPERATING INCOME

4521

2616

TOTAL INCOME

80916

70382

FINANCE COST

169

302

DEPRECIATION

1086

1181

TOTAL EXPENSES

65693

59124

EXCEPTIONAL ITEM

-

330

PROFIT BEFORE TAX

15223

11588

TAX

4025

3318

PROFIT AFTER TAX

11198

8271

OTHER COMPREHENSIVE INCOME

-3

-166

TOTAL COMPREHENSIVE INCOME

11195

8105

EARNING PER SHARE (Basic and Diluted)

129.61

95.73

COMPANY’S PERFORMANCE

The year under report was partially impacted in first half of the year with weak monsoon in June in States of Karnataka, Tamil Nadu and Kerala. In other parts of the country the monsoon was normal during the Kharif season. Structural changes in the subsidy schemes in few States, change over to DBT schemes in few states and price fixation delays impacted the sales of Power tillers during the year 2017-18.

The number of Power Tillers sold during the year was 30,143 units as against the previous year sale of 25,515 units registering growth in sales of 25%. The company market share moved to 60%.

Your company registered growth of 18% in Tractor numbers. 11,367 tractors were sold as against 9,635 tractors in 2016-17. The company market share is around 15.5% in the compact segment category.

Your company will be investing over 240 crores from the year 2016-17 until 2020-21 in infrastructure, up gradation and new product development. The company has launched new Tractor models, Tractor variants and Tiller models. During the year 2016-17 your company launched the 27 HP Viraat model to the market, and the upgraded version ‘VST SHAKTI VIRAAT PLUS’ in April 2017. Both these models are with 8 2 constant mesh gear box. The Viraat Plus has gained market share while the Samrat model is lagging

as we need to change the mind-set of the farmers to adapt engine with Electronic governor. The new model’s introduction, penetration in new areas, industry growth and our marketing communication has enabled growth in sales during the year 2017-18.

The Custom Hiring & Service Centers that are under the VST umbrella which was allocated under the scheme launched by the Government of Karnataka are running successfully.

The new plant for Power Tiller at Malur became operational in March 2018. This new plant is capable of higher productivity. The entire production of Power Tiller will be done in this plant effective August 2018. The existing plant at Bengaluru will be used for manufacture of higher HP range of Tractors and the Self-propelled Power reapers.

DIVIDEND:

The Board has recommended 500% Dividend (150% Normal dividend and 350% special dividend on account of Golden Jubilee year) i.e. Rs.50/- per equity share of Rs.10 each, for the financial year 2017-18 and the same will be disbursed on or after 13 th August 2018, if approved by the shareholder at the 50th AGM. The total outflow will be Rs.51,84,52,993 including

MANAGEMENT DISCUSSION AND ANALYSIS Industry - Opportunities & Challenges

Need to mechanize agriculture will continue to be a necessity due to limited availability of labour and high cost of labour. The trend in any segment is towards mechanization/automation to reduce the manual effort. Your company is in the business to ‘Create Sustainable Crop Solutions To Enhance Farm Productivity’. The company products mainly target the small and marginal farmers who account for more than 70% of the land holding. Shortage of rural labour force continues to be the key driver for business growth. The income of our farmers need to increase and this is possible with increase in productivity in the land size that they own. Your company is offering total crop solutions to the farmers at competitive pricing which will assist in their business. The company has developed packages for various crops like Paddy, Cotton, Sugarcane, Horticulture, Grapes etc. for Compact tractors and Power tillers.

Delays in announcing subsidy schemes by the State Governments, bureaucracy associated with the administration of schemes, weak Monsoon etc. will continue to be the challenge for your company. Entry of more and more competition tractors in the compact segment is demanding your company to come out with more and more variants to counter the competition. The commodity prices have increased over 20% in 2017-18. Many suppliers are seeking price increases. Due to price increase of components the contribution margin will get eroded and hence can have adverse impact on the company operating margins.

RISK & CONCERN

The inability of the Central Government to come out with strict guideline/policy to curb imports of poor quality Power Tillers without adequate service and spares is a cause for concern. State Governments are encouraging more and more Custom Hiring Centres to support the marginal and small farmers. This initiative may marginally impact the sales of Tillers to the farmers. More than 95% of Power Tillers are sold under government subsidy schemes. In case the subsidy allocations are reduced it can adversely affect the demand for these products. In some States even the compact tractors are given attractive subsidy. This will have an impact on Direct sales of Tractors. While the subsidy was most prevalent in Karnataka, Tamil Nadu and Andhra very recently Maharashtra government has announced a subsidy scheme for tractor. This is

not necessarily a good trend for the tractor industry. Most State Governments have switched over to DBT scheme for subsidy which will have a positive impact on working capital.

Your company is diversifying to manufacture and sell higher HP tractors to the domestic market. Having been in compact segment tractor manufacturing and sales it may take more than anticipated time for us to penetrate and establish the presence in higher HP segment.

CURRENT YEAR OUTLOOK

With prediction of normal monsoon, launch of new products models/ variants along with continued focus on farm mechanization to double the farmer income by the Central Government it is expected that the company growth will be on par with the overall industry growth.

DETAILS OF DIRECTORS APPOINTMENT/ REAPPOINTMENT:

In accordance with the provisions of the Companies Act, 2013 Mr. V T Ravindra (DIN-00396156) will retire at the ensuing AGM and is eligible for reappointment. Mr. Arun V Surendra (DIN-01617103) appointed as Additional Director of the Company effective from 11/05/2018. His appointment as Non-Executive Director forms part of Notice of 50th Annual General Meeting.

Mr. V.T. Ravindra appointed as whole-time Director of the Company effective from 11/05/2018. His appointment as whole-time Director forms part of Notice of 50th Annual General Meeting.

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

KEY MANAGERIAL PERSONNEL (KMP)

The following persons are Key Managerial Personnel (KMP) of the Company under section 203 of the Companies Act, 2013. During the year 2017-18, Mr.R.Thiyagarajan resigned as CFO of the Company w.e.f. 01/06/2017 and Mr. P.M. Keshava appointed as CFO w.e.f. 01/06/2017.

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

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

3. Mr. Chinmaya Khatua - Company Secretary

CORPORATE GOVERNANCE:

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

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

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to subsection 5 of Section 134 of the Companies Act 2013, the Directors confirm that:

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

(b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) they, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

AUDITORS:

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

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants to audit the cost records of the Company for the financial year 2018-19 on a remuneration of Rs.2,50,000/- lakhs (Exclusive of applicable taxes) plus out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their approval. Accordingly, a Resolution seeking Member’s approval for the remuneration payable to M/s. Rao, Murthy & Associates., Cost Auditors is included in the Notice of the Annual General Meeting.

INTERNAL AUDITORS

M/s.Brahmayya & Co, Chartered Accountant were appointed as Internal Auditors under section 138 of the Companies Act, 2013 for the financial year 2017-18.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and read with Rules made thereunder, the Company had appointed Mr. Thirupal Gorige Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is enclosed herewith as Annexure-4.

PARTICULARS OF EMPLOYEES:

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

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

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

DEPOSITS:

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

Internal Control System and their Adequacy

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

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

The Company is planning to implement new ERP system during the year 2019-20 to further strengthen the internal control system of the Company.

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

Industrial Relation

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

Your company has taken appropriate steps to build organizational capability which will enable the long term growth plans. There were 713 No. of permanent employees on roll as on 31st March 2018.

Forward-Looking Statements

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

All information in this release is as of May 11, 2018, The Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations. Information Technology

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

The delivery centers meet the Information Security Management System and CIA (Confidentiality, Integrity and Availability) Standards. To cater to the ever-changing customer needs, the IT infrastructure is being constantly upgraded with new / enhanced features to facilitate smooth functioning of operations and deliver customer satisfaction. We are using industry best standard mailing solutions with compliance and availability of mails which controls various spam mails. The Company is planning to implement new ERP system during the year 2019-20 to further strengthen the internal control system of the Company along with 24*7 availability of critical applications and standard business analytical tools.

Board Meeting

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

The Company has received declarations from Independent directors as mentioned in sub-section (6) of section 149 of the Companies Act, 2013. Committees

The Company has constituted Audit Committee, CSR Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee. The details of the Committees are mentioned in Corporate Governance Report.

Vigil Mechanism

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

The Company has vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism are explained in the Corporate Governance Report and also posted on the website(www.vsttillers.com) of the Company. Technology Transfer Agreement with M/s. Kukje Machinery Co. Ltd.

During the year 2017-18 the Company has entered into a Technology Transfer Agreement with

M/s. Kukje Machinery Co. Ltd., Korea to manufacture 47 HP tractors.

Auditors qualification, reservation or adverse remark or disclaimer.

Auditors Qualification on Internal financial control:

“The Company has designed and established internal financial controls over accounting of expenditure and payment processing. However, adequate “maker and checker controls” were not effective with respect to review of expenditure entries, generation of EDI (Electronic Data Interchange) file for payments, modifications to EDI file and uploading the EDI file onto the Bank’s website for payments, as detailed in note no. 45 to financial statements as at March 31, 2018 which resulted in creation of fictitious accounting entries in the system and payments to unauthorized parties.”

Management Response:

Looking into the unblemished track records, management believed that the internal control systems which includes design and financial controls were working effectively and in totality. However, it was realized that the operation of the internal controls and procedures were not effective and needed further improvement. The management has taken necessary steps to go into the depth of the fraud, the extent of possible damage done, legal proceeding, recovery of the amount embezzled and correcting the lapses in the internal financial controls. With this in mind, the management had already embarked on introducing a new ERP system (SAP) to overcome the shortfall in the present system.

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

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

Loans, Guarantee & Investment

The Company has made investment during the year 2017-18. However, the investments and Loan formed part of the notes to the financial statements provided in this Annual Report. The company has not given any Loan or Guarantee during the year 2017-18.

Related Party Transactions

All related party transactions that are entered into during the financial year were on an arm’s length basis. There are no materially significant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their information and approval. The policy on dealing with Related Party Transactions as approved by the Board can be accessed at http://www.vsttillers.com/sites/default/ files/policies/policy_on_related_party_transc.pdf.

Material changes and commitments affecting the Financial Position

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

Risk Management Policy

The Company is having a risk management policy. The risk pertaining to business of the Company is discussed at the Risk Management Committee, Audit Committee and at the Board Meetings on regular basis. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms a part of this report.

The Committee composition :

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

The details of the policy are given below:

Risk Category

Risk Description

Mitigation

Iudustry Risk

Concentration on Agri Business Specific Risks are:

- Industry Downturn in Agri Industry will adversely affect business

- Strong competition and ability to market models faster.

High focus on specific Segment

Specific Risks are:

- Business will be adversely affected when Agri segment experiences sluggish growth

- Highly dependent on subsidy and Govt, policy on Agriculture development.

? Tapping of wider segments in products and geographies including its aftermarket foot print in the core business

? Explore to releasing new models ahead of competition in the future. 5 year strategic business plan to be formulated.

? Explore & grow businesses in the Engines, Attachments and other Agricultural Machinery, while remaining focused on core business

? Diversification in non-agri segment

Raw Material Risk

a. Volatility in Raw material, commodity and fuel prices.

b. Single source

a. Volatility in prices of raw materials and commodities may impact our profit.

b. Single source purchasing increases the bargaining power of the supplier

Specific risks are:

— Business disruption

— Continuous price escalation by the supplier

? Vendor rationalization & Commodity based approach in sourcing, leading to focused negotiation to manage prices of raw materials etc.

? Sourcing options to develop alternate sources for all critical single source purchases.

0 VA/VE efforts by Engineering resulting in material cost reduction through better designs

Quality & Integrity of the Product

Poor quality or integrity of our products may result in reputation and brand damage, resulting in lower volumes and financial claims Specific risks are:

— Poor quality of the products

— Increase in Cost of Quality leads to bottom-line erosion

— Loss of customers & Lost opportunities in new programs

? Effective process control

0 Supplier cluster programs to improve quality of incoming parts 0 Warranty procedure & performance sign off with Suppliers.

Volatility in Currency Exchange Rate

Currency exchange gain or loss will impact the bottom line. Specific risks are:

— Increase material cost in case of weakening rupee

— Lower revenue realization in case of strengthening rupee against USD

[] PCFC to protect exports against currency fluctuation

? Restructuring of credit options for both imports & exports

? Hedging imports through forward contracts

Demand Risk

Inaccuracy in Sales forecasting leads to poor delivery performance thereby leading to loss of customers Specific Risks are

— Excess Inventory

— Lower vendor ratings (Mysore plant)

— Premium freight

— Customer Loss

? Implementation of IcSoft for big dealers.

0 Effective Implementation of demand management in by S&OP.

? Measurement of forecast accuracy to smoothen out demand variation

D Enhance Vendor Managed Inventory

Information Security

Loss of business data, proprietary & confidential information and disruption of processes due to unavailability of robust IT systems, thereby causing financial damage.

Specific risks are:

— Failure of IT systems thereby business continuity

— Susceptibility to Cyber crime

? Implementation of measures to secure confidentiality and integrity of data D Ensuring data redundancy by storage in data replication center 0 Far site data recovery center, (proposed)

D Robust firewall mechanisms, thereby preventing cyber crimes

Technology Risk

Technological Obsolescence with the changes in technological trends in the Industry

Specific risks are:

— Loss of Business opportunity, and market share

Risks arising through technology partnership

— by disclosure of technology to competition & being a competitor themselves

— Inability to provide effective technical solutions Specific risks are:

— Threat of competition from technology partner & competitors

— Ineffective utilization of Intellectual Infrastructure bandwidth

D Formulation of technology road map in line with the Industry trends aligning with the 5 year strategic plan.

0 Collaborate with leading technology partners to shorten the development cycle stay in sync with the market

0 Assessment of the capability of technical partner through a formal diligence process

0 Formal engagement model with exclusivity and no compete provisions in the agreement

People & Organization

Failure to attract with the right skills and talent to seize opportunities, achieve challenging returns and fulfil the strategy Specific Risks are:

— Delay in Strategy & project execution & Growth plans

D Alignment of company performance and employee performance incentives through the effective compensation & benefit structure 0 Develop a talent pipeline through an annual talent review process and talent development 0 Values culture reinforced through induction,

mandatory training, performance management, and employee interaction programs.

Product Liability

Specific risks are: Product Liability Product Guarantee Financial Loss Product recall

D Availing product liability with recall insurance policy .

Corporate Social Responsibility (CSR)

The Company has formed CSR policy and Committee details as required by the Act are available in Company website i.e. http://www.vsttillers.com/investors/policies. The Company has spent Rs.165 lakhs in CSR activities during the financial year 2017-18.

Evaluation of Board Performance.

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

Board. None of the Independent Directors are due for reappointment.

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

Details of subsidiary, Associate or joint Venture Company.

During the year 2017-18 there is no change in Subsidiary Associate or Joint Venture Company.

Significant and material orders

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

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

Sl.

No.

Name

Designation

Salary 2017-18 (in Rs)

Salary 2016-17 (in Rs)

Increase in salary

Ratio/Times per Median of employee remuneration

1

Mr.VP. Mahendra

Vice Chairman & Managing Director

77,10,739

77,49,081

-38,342

(-0.49%)

19.12

2

Mr. R. Thiyagarajan*

Chief Financial Officer

57,59,599

45,62,423

11,97,176

(26.24%)

14.28

3

Mr. P M Keshava**

Chief Financial Officer

35,38,136

26,33,631

9,04,505

(34.34%)

18.77

4

Mr. Chinmaya Khatua

Company Secretary

15,37,589

13,89,647

1,47,942

(10.64%)

3.81

* Mr.R.Thiyagarajan resigned from CFO w.e.f. 1st June 2017 and from Director w.e.f 31st March 2017.

** Mr.P.M.Keshava appointed as CFO w.e.f 1st June 2017.

There is a marginal increase in median remuneration of the employee during the year 2017-18.

The Company’s PAT has increased from Rs.8105 lakhs to Rs.11195 lakhs. The increase in KMP remuneration is line with the current market scenario and with Company policy. However, salary of Vice Chairman & Managing Director was approved by the shareholders.

The Company has given about 10.4% average increase in salaries to the employees keeping in view the overall industry standard and interest of the employees. The

unionized employees of the Company are getting salary increment as per the terms and conditions of their wage settlement. There is no exceptional circumstances of increase in the managerial remuneration.

The Company has 713 Nos permanent employees on roll as on 31st March 2018. The Company fixes salary of the employees on the basis of Remuneration Policy of the Company.

Payment of Commission to Managing Director.

The Managing Director is being paid commission on net profit of the Company as approved by the shareholders. The commission criteria is given below :

Name

Designation

Commission

VP. Mahendra

Vice Chairman & Managing Director

One percent on the net profit of the Company subject to a maximum of one and half times of annual basic salary drawn

Mr K.U.Subbaiah, CEO receives remuneration in excess of the highest paid director during the year the details are given in Page No.13

Date Paid up Capital Closing Market EPS PE Ratio Market

(in Rs) Price per shares Capitalisation

(Rs. in crore)

31.03.2017 86395280 1800 95.73 21.67 1555.12

31.03.2018 86395280 2511.75 129.61 19.38 2170 Increase/Decrease NIL

% Increase/Decrease NIL No issue of shares

during the year - - - - -

VARIATION IN MARKET CAPITALISATION :

Notes: Data based on share prices quoted on BSE.

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

The Company has formed Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint was received during the year 2017-18.

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis: V.S.T. Tillers Tractors Ltd (the Company) has not entered into any contract/arrangement/transaction with its related parties which is not at arm’s length during FY 2017-18.

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts / arrangements/ transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable

(f) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances, if any: Not Applicable

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: Not Applicable

2. Details of material contracts or arrangement or transactions at arm’s length basis:

a. Name(s) of the related party and nature of relationship: Not Applicable

b. Nature of contracts / arrangements / transactions: Not Applicable

c. Duration of the contracts / arrangements / transactions: Not Applicable

d. Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

e. Date(s) of approval by the Board, if any: Not Applicable

f. Amount paid as advances, if any: None on behalf of Board of Directors

V. K. Surendra

Place: Bengaluru Chairman

Date: 11th May, 2018

Extract of Annual Return

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

Secretarial Standards:

The Company Complies with all applicable secretarial standards.

Investor Education And Protection Fund

In accordance with the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (The Rules) any dividends unpaid or unclaimed for seven years from the date of transfer to Unpaid Dividend Account, shall be transferred to the Investor Education and Protection Fund established by the Central Government. Further according to that Rule the shares in respect of which dividend has remained unclaimed or unpaid for 7 (seven) consecutive years or more are required to be transferred to the Demat Account of the IEPF Authority. Accordingly the Company has transferred Rs.4,66,259/- unpaid and unclaimed dividend to Investor Education and Protection Fund and corresponding shares of 24,314 Nos to IEPF Authority as per IEPF Rules. The details of such Dividend and shares are available in Company website at www.vsttillers.com. Mr. Chinmaya Khatua has been appointed as nodal officer for IEPF Regulations.

ACKNOWLEDGEMENTS:

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

for V.S.T. TILLERS TRACTORS LTD.

Place: Bengaluru V. K. Surendra

Date : May 11, 2018 Chairman

Director’s Report