BOARD'S REPORT 1. Your Directors have pleasure in presenting the Fortieth Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2016. 2. Business Operations Your Company's sales revenue net of excise duty and discount decreased by 2.3% to Rs. 165.44 crores from Rs. 169.50 crores in the previous year. Profit Before Tax decreased to Rs. 877.12 lakhs from the previous year's level of Rs. 978.47 lakhs representing a decrease of 10%. Profit After Tax decreased by 5.87% over the previous year to Rs. 697.19 lakhs. The decrease in sales turnover and profit was on account of a decrease in selling prices in line with reductions in raw material costs. Volume sales actually grew up by 3% during the year. 3. Dividend Your Directors are pleased to recommend a dividend of Rs.12/- per Equity Share (120 %) of Rs10/- each for the Financial Year ended March 31, 2016. 4. Reserves The Reserves of the Company increased by 10.97% to Rs. 56.12 crores against Rs. 50.57 crores in the previous year. In view of higher available disposable profit, as amount of Rs. 3 crores has been transferred to General Reserve during the current year. 5. Prospects for the Financial Year 2016-17 Your Company's prospects are directly linked to those of the automobile and tyre industries. Both these industries are expected to grow during the year ahead. Analysts and industry watchers expect the automobile industry to grow by 5-7% and the tyre industry by 5% during the year ahead. Hence your Company has a positive outlook for the year ahead. 6. Change in the nature of business During the year under review, there has not been any change in the nature of business 7. Deposits Your Company has not accepted deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 8. Subsidiaries The Company does not have any subsidiary company. 9. Corporate Governance and Management Discussion and Analysis Report Pursuant to listing agreement with Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance is attached to this report. 10. Changes in the Board of Directors and Key Managerial Personnel Mrs. Anuradha M. Gokarn (DIN:00185509) retires by rotation at the Annual General Meeting and being eligible, has offered herself for re-appointment. Mr. S K Welling (DIN 00050943), Independent Director and Chairman of the Company is proposed to be appointed as Independent Director pursuant to the applicable provisions of the Companies Act, 2013. Ms. Apoorva G was appointed as Company Secretary (CS) of the Company w.e.f July 15, 2015 pursuant to Section 203 of the Companies Act, 2013. 11. Auditors Messrs Brahmayya & Co., Chartered Accountants, Bengaluru, were appointed as Statutory Auditors of the Company by the shareholders at the AGM held on August 14, 2014. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Messrs Brahmayya & Co., Chartered Accountants as Auditors of the Company is placed for ratification by the shareholders at the ensuing Annual General Meeting. The Company has received a certificate from the auditors to the effect that their appointment will be in accordance with the provisions of Section 141 of the Companies Act, 2013. 12. Secretarial Audit The Board of Directors of the Company had appointed Messrs S Kedarnath & Associates, Practising Company Secretaries to conduct the Secretarial Audit pursuant to the provisions of Section 204 of the aforesaid Act for the financial year ended March 31, 2016. The Secretarial Audit Report forms part of the Annual Report as Annexure I of the Board's Report. 13. Cost Audit 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 were required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Rao, Murthy and Associates, Cost Accountants, (Firm Registration No. 000065) to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs. 1,00,000/. 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 ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Messrs Rao, Murthy and Associates, Cost Accountants is included at Item No. 9 of the Notice convening the Annual General Meeting 14. Directors' responsibility statement As per Section 134(3)(c) of the Companies Act, 2013 the Board of Directors makes the following statement: (a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) That the Directors 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 or Loss of the Company for that period. (c) That the Directors had 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) That the Directors had prepared the annual accounts on a going concern basis; (e) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) That 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. 15. Board meetings The Board of Directors met 4 (Four) times during the financial year i.e., on May 22, 2015, July 20, 2015, October 27, 2015 and January 29, 2016. The maximum interval between any two meetings did not exceed 120 days. 16. Committees of the Board In accordance with the Companies Act, 2013 and the Listing requirements, following five Committees of the Board continued to discharge their respective functions and duties: 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders' Relationship Committee 4. Corporate Social Responsibility Committee 5. Risk Management Committee Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Corporate Governance Report" as part of this Annual Report. 17. Declaration by an Independent Director The Company has received declarations from all Independent Director under Section 149(7) of the Companies Act, 2013 complied according to the provisions of Section 149(6) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) of the said Act. 18. Annual Evaluation of performance of the Board, its Committees and Individual Directors: Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance and the Directors individually. The Company has laid down criteria and policy on evaluation of the performance of the Board, its Committees and Independent Directors as per the Companies Act, 2013 and same is available in the Company's website. www.tritonvalves.com 8 19. Remuneration Policy The Policy had been laid down by the Nomination and Remuneration Committee for remuneration of Directors, KMP and other employees and the criteria formulated by the Committee for determining qualifications, positive attributes of Independent Directors is appended as Annexure II to this Report and the same is available in the Company's website: www.tritonvalves.com . 20. Particulars of Loans, Guarantees or Investments During the year of review, the Company has not given any loans or provided any guarantees or made any investments during the financial year. 21. Related Party Transactions The Company has formulated a policy on related party transactions and same is available in the Company's web site. www.tritonvalves.com . The Particulars of contracts/ arrangement made with related parties as required under clause (h) of Sub-section (3) of Section 134 of the Companies Act 2013 and Rule (8)(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is provided in Annexure III to the Board's Report. 22. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings & Outgo The Information required to be furnished pursuant to Section 134(3)(m) of the Companies Act 2013 is set out in the Annexure IV to the Board's Report. 23. Significant & material orders passed by the Regulators The Company has not received any significant/material orders from the Statutory Regulatory bodies/ Courts/Tribunals which effect the operations/status of the Company. 24. Risk Management Policy The Risk Management Committee has been constituted defining role and responsibilities of the Committee and same is available in Company's web site. www.tritonvalves.com 25. Vigil Mechanism: The Company has established a Whistle Blower Policy for Directors and employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct and same displayed in the Company's website; www.tritonvalves.com . 26. Extract of Annual Return As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report in Annexure V of the Board's Report. 27. Material changes and commitments There are no changes or commitments made, affecting the financial position of the Company during the financial year ended March 31, 2016 and also till the date of this report. The depreciation on the assets of the Company has been re-cast in line with Companies Act, 2013 and to that extent affecting results of the Company. 28. Employee Relations During the year under review, your Company enjoyed cordial relationship with employees at all levels. 29. Particulars of Employees The table exhibiting the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI to the Board's Report. 30. Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013 Your Company has always believed in providing a safe and harassment free workplace for every individual working in Triton Valves Limited's premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. Policy on Prevention of Sexual Harassment at Workplace had already been implemented as per the directives of Supreme Court. Further, the same policy had been amended recently in line with the recent amendments. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Committee had been formed including the outside member to oversee the effective implementation. No complaints were received during the year ended March 31, 2016. 31. Details of adequacy of internal financial controls The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organisation to maintain the same standard of the control systems and in managing any default on timely basis because of strong reporting mechanisms followed by the Company. 32. Corporate Social Responsibility: The Company has constituted a Corporate Social Responsibility Committee and has formulated a policy of CSR and same is available in Company's website www.tritonvalves.com . The Annual report on our CSR activities is appended as Annexure VII to the Board's Report. 33. Recognition of R & D Centre The Company had applied for recognition for its in-house R&D Center during the previous year with the Department of Scientific and Industrial Research (DSIR). The Directors are proud to inform the Shareholders that the recognition had been obtained with effect from April 1, 2016 and is valid up to March 31, 2019. 34. Appreciation Your Directors thank the customers and vendors for their continued support to your Company's growth. Your Directors place on record their appreciation of the support given by HDFC Bank, DBS Bank, Kotak Mahindra Bank and Yes Bank for meeting the long term and working capital needs of the Company. The Board is are grateful to the State Government for their continued support to the Company's activities. Your Directors are thankful to the esteemed Shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels. For and on behalf of the Board of Directors S.K.Welling Chairman Place: Bengaluru Date: May 20, 2016 |