Your Directors have pleasure in presenting the 43rd Annual Report along withthe audited financial statements for the financial year ended March 31 2019.
1. Performance Highlight
Rs ' in lakhs
| ||2018-19 ||2017-18 |
|Income || || |
|Revenue from operations ||24252.62 ||22649.81 |
|Other income ||83.96 ||190.80 |
|Total income ||24336.58 ||22840.61 |
|Total expenses ||23920.44 ||21958.77 |
|Profit before tax ||416.14 ||881.84 |
|Tax expense ||70.99 ||228.14 |
|Profit for the year ||345.15 ||653.70 |
|Total other comprehensive income ||1.08 ||10.72 |
|Total comprehensive income for the year ||346.24 ||664.42 |
|Earnings / (Loss) per share (Basic/ Diluted) (Rs) (Face Value of Rs 10/- each) ||34.86 ||66.03 |
2. Business Operations
Your Company's net revenue from operations increased by 7.08% to Rs 24252.62 lakhsfrom Rs 22649.81 lakhs in the previous year. Profit before tax decreased to Rs 416.14lakhs from the previous year's level of Rs 881.84 lakhs representing a decrease of 52.81%.The Profit after tax was Rs 346.24 lakhs over the PAT of Rs 664.42 lakhs in the previousyear.
Based on the Company's performance your Directors are pleased to recommend a dividendof Rs 12/- per Equity Share (120 %) of Rs 10/- each for the Financial Year ended March312019.
The Reserves of the Company increased by 2.40% to Rs 7136.38 lakhs as against Rs6968.88 lakhs in the previous year. The Board of Directors does not propose to transferany part of the Profits to reserves for the year.
5. Prospects for the Financial Year 2019-20
Your Company's prospects are directly linked to those of the automobile and tyreindustries. The automobile and tyre industry are expected to put up an improvedperformance compared to the previous year. Hence your Company has a positive outlook forthe 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.
Your Company has not accepted deposits within the meaning of Sections 73 and 76 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
8. Subsidiaries/Associates/Joint Ventures
The Comapny has incorporated its Subsidiary in Hong Kong namely Triton Valves Hong KongLimited on November 1 2018. Capital Infusion in the Subsidary will be undertaken duringthe current financial year.
9. Corporate Governance and Management Discussion and Analysis Report
The Corporate Governance Report and Management Discussion and Analysis Report asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of the Annual Report.
The requisite Certificate from the Auditors confirming compliance with the conditionsof Corporate Governance as stipulated under the aforesaid SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Report.
10. Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act 2013 Mrs. Anuradha M. Gokarn(DIN:00185509) retires by rotation at the ensuing Annual General Meeting and is eligiblefor re-appointment.
In accordance with the provisions of Regulation 17(1A) of SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 (Amendment Regulations) which iseffective from April 1 2019 the Company proposes to continue the Directorship of Dr. B RPai (DIN: 00184753) Independent Director of the Company who will attain the age of 75(Seventy Five) years in November 2019 for as long as he continues in the office ofDirector of the Company on the existing terms and conditions. Accordingly a SpecialResolution seeking continuation of Directorship of Dr. B R Pai as Independent Director ofthe Company is included in the Notice convening the Annual General Meeting. Members'consent is sought for the proposal contained in the Resolution given in the Notice.
The Company has received declarations from all its Independent Directors confirmingthat they meet the criteria of independence as prescribed under the Companies Act 2013and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
Messrs Deloitte Haskins & Sells LLP having ICAI Firm Reg. No. 117366W/W-100018 arethe Statutory Auditors of the Company for the Financial year ended March 312019 and theirappointment will continue until the conclusion of the 46th Annual General Meeting to beheld in the year 2022. Consequent upon the amendments to the Companies Act 2013ratification of appointment of the statutory auditor at every Annual General Meeting is nolonger required. The Audit Report does not contain any qualification reservation oradverse remark.
12. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesmade thereunder the Company has appointed Mr. Parameshwar G Bhat Practising CompanySecretary as the Secretarial Auditor of the Company. The Secretarial Audit Report isannexed as Annexure I and forms an integral part of this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.
13. Cost Audit
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Company had appointed Messrs Rao Murthy andAssociates Cost Accountants (Firm Registration No. 000065) to audit the cost accounts ofthe Company for the financial year 2018-19 on a remuneration of Rs 100000. As requiredunder the Companies Act 2013 the remuneration payable to the Cost Auditor is required tobe placed before the Members in a General Meeting for their ratification. Accordingly aResolution seeking Shareholders's ratification for the remuneration payable to Messrs RaoMurthy and Associates Cost Accountants is included at Item No. 5 of the Notice conveningthe Annual General Meeting
14. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
15. Board Meetings
The Board of Directors met five (5) times on May 4 2018 July 26 2018 September 102018 October 31 2018 and February 13 2019. The maximum interval between any twomeetings did not exceed 120 days. The Agenda of the meetings were circulated to theDirectors in advance minutes of meetings of the Board of Directors were circulatedamongst the Directors for their perusal.
16. Committees of the Board
In accordance with the Companies Act 2013 and the Listing requirements following fiveCommittees 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 (Not Mandatory)
Details of all the Committees along with their charters composition and Meetings heldduring the year are provided in the "Corporate Governance Report" which formspart of this Annual Report.
17. Board Evaluation
Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects. The Board of Directors has expressed its satisfaction with the evaluationprocess.
The Company has laid down criteria and policy on evaluation of the performance of theBoard its Committees and Independent Directors as per the Companies Act 2013 and same isavailable on the Company's website at www.tritonvalves.com.
18. Remuneration Policy
The Policy has been laid down by the Nomination and Remuneration Committee fordetermining the remuneration of Directors KMP and other employees and the criteriaformulated by the Committee for determining qualifications positive attributes ofIndependent Directors is appended as Annexure VI to this Report and the same is availableon the Company's website at www.tritonvalves.com.
19. Particulars of Loans Guarantees or Investments
During the year under review the Company has not given any loans or provided anyguarantees or made any investments.
20. Related Party Transactions
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended in Annexure Vto this report.
The Company has formulated a policy on determining materiality of related partytransactions and the same is available on the Company's website at www.tritonvalves. com.
21. Conservation of Energy Technology Absorption Exports and Foreign Earnings &Outgo
The Information required to be furnished pursuant to Section 134(3)(m) of the CompaniesAct 2013 is set out in the Annexure II to the Board's Report.
22. Significant & material orders passed by the Regulators
The Company has not received any significant/material orders from the StatutoryRegulatory bodies/Courts/ Tribunals which affects the operations/status of the Company.
23. Risk Management Policy
The Risk Management Committee has been constituted defining role and responsibilitiesof the Committee and same is available on the Company's website at www. tritonvalves.com
24. Vigil Mechanism
The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct & Ethics. The Whistle Blower Policy isavailable on the website of the Company at www. tritonvalves.com.
25. Extract of Annual Return
In accordance with the provisions of Section 92 of Companies Act 2013 read with theCompanies (Amendment) Act 2017 the Extract of the Annual Return in Form MGT-9 has beenplaced on the website of the Company www.tritonvalves.com.
26. Material changes and commitments
There are no changes or commitments made affecting the financial position whichoccured between the end of the financial year as on March 31 2019 and the date of thisReport.
27. Employee Relations
During the year under review your Company maintained cordial relationship withemployees at all levels.
28. Particulars of Employees
The table exhibiting the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure III to the Board's Report.
29. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company's premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.
Policy on Prevention of Sexual Harassment at Workplace has already been implemented.Further the same policy had been amended recently in line with the recent amendments. Thepolicy aims at prevention of harassment of employees and lays down the guidelines foridentification reporting and prevention of undesired behaviour. The Committee was formedincluding an external member to oversee the effective implementation.
No complaints were received during the year ended March 312019.
30. Details of adequacy of internal financial controls
The Company is well equipped with adequate internal financial controls. The Company hasa continuous monitoring mechanism which enables the Organisation to maintain the samestandard of the control systems and in managing any default on timely basis because ofstrong reporting mechanisms followed by the Company.
31. Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility Committee and hasformulated a policy of CSR and same is available on Company's website at www.tritonvalves.com. The Annual report on the CSR activities is appended as Annexure IV tothe Board's Report.
32. Recognition of R&D Centre
The Company has applied for extension of recognition for its in- house R&D Centerduring the previous year with the Department of Scientific and Industrial Research (DSIR)as the previous recognition expires on March 31 2019.
Your Directors thank the customers the vendors and others acquaintance for theircontinued support to your Company's growth.
Your Directors place on record their appreciation for the support given by HDFC BankDBS Bank Kotak Mahindra Bank Yes Bank SVC Co-operative Bank Induslnd Bank and UCO Bankfor meeting the long term and working capital needs of the Company.
The Board is grateful to the State Government for their continued support to theCompany's activities.
Your Directors are thankful to the esteemed Shareholders for their support andencouragement. They also wish to place on record their appreciation for the contributionmade by employees at all levels.
For and on behalf of the Board of Directors
|Place: Bengaluru ||S.K.Welling |
|Date: May10 2019 ||Chairman |
|Regd. Office: ||DIN:00050943 |
|Triton Valves Limited || |
|Sunrise Chambers 22 Ulsoor Road || |
|Bengaluru - 560 042 || |
|CIN:L25119KA1975PLC002867 || |