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Triton Valves Ltd.

BSE: 505978 Sector: Auto
NSE: N.A. ISIN Code: INE440G01017
BSE 00:00 | 03 Dec 1437.60 34.20
(2.44%)
OPEN

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HIGH

1610.00

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NSE 05:30 | 01 Jan Triton Valves Ltd
OPEN 1414.00
PREVIOUS CLOSE 1403.40
VOLUME 6249
52-Week high 1763.00
52-Week low 810.00
P/E 18.97
Mkt Cap.(Rs cr) 148
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1414.00
CLOSE 1403.40
VOLUME 6249
52-Week high 1763.00
52-Week low 810.00
P/E 18.97
Mkt Cap.(Rs cr) 148
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Triton Valves Ltd. (TRITONVALVES) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their 44th AnnualReport of the Company together with the Audited Financial Statements for the year endedMarch 31 2020.

1. PERFORMANCE HIGHLIGHTS

Rs. in lakhs

FY 2019-20

FY 2018-19
Consolidated Standalone Standalone
Total Income 21480.29 21459.74 24336.58
Profit Before Tax 737.47 718.68 416.14
Tax expense 192.60 191.21 70.99
Profit After Tax 544.87 527.47 345.15
Other Comprehensive Income (Net of Taxes) (26.38) (27.26) 1.08
Total Comprehensive Income 518.51 500.21 346.24

2. OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended March 31 2020are as follows. On Standalone basis the Company has registered a total income of Rs.21459.74 lakhs as compared to Rs. 24336.58 lakhs of previous year.

On Consolidated basis during the year the Company has registered atotal income of Rs. 21480.29. This was mainly due to volume reduction on the back ofslowdown in the Tyre and OEM market. Consolidated Profit after Tax for the year underreview amounted to Rs.544.87 Lakhs as compared to Rs.345.15 Lakhs in the previousfinancial year.

LOCKDOWN -COVID 19

As a result of CoVID-19 India went into a Lockdown towards the end ofMarch. Your Company complied with the directions of the Government of India theGovernment of Karnataka and the relevant authorities and strictly adhered to the Lockdownin its facilities and at all its Offices. The employees vendors customers outsourcingagencies Consultants and other acquaintances had to suspend their operations during thistime. Considering the reduced volume Work from Home was adopted during the Lockdownwhere possible and the remaining employees reverted back to office in line with theGuidance issued from time to time.

3. DIVIDEND

Your Board of Directors in its Meeting held on March 13 2020declared and paid an interim dividend of Rs.15/- per equity share of face value of Rs.10/-each to all the shareholders who were recorded on the register of members as on March 252020 being the 'Record Date' fixed for this purpose.

4. CREDIT RATING

The Company's financial discipline and prudence are reflected in strongcredit rating ascribed by CRISIL as under:

Long-Term Rating CRISIL BBB+/Stable (Reaffirmed)
Short-Term Rating CRISIL A2 (Reaffirmed)

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Management's Discussion and Analysis forms an integral part of thisreport and gives detail of the overview industry structure and developments differentproduct groups of the Company operational performance of its various business segments.

6. RESERVES

The Reserves of the Company increased by 7.31% to Rs.7658.23 lakhs asagainst Rs.7136.38 lakhs in the previous year. The Board of Directors does not propose totransfer any part of the Profits to reserves during the current year.

7. PROSPECTS FOR THE FINANCIAL YEAR 2020-21

Your Company's prospects are directly linked to those of the automobileand tyre industries. The automobile and tyre industries are expected to be muted duringthe current year. However your Company is working on the export market to try and make upfor expected reduced sales as well on certain cost saving initiatives.

8. CHANGE IN THE NATURE OF BUSINESS

During the year under review there has not been any change in thenature of business.

9. DEPOSITS

During the year under review your Company did not accept any depositwithin the meaning of the provisions of Chapter V - Acceptance of Deposits by Companiesread with the Companies (Acceptance of Deposits) Rules 2014.

10.SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

During the year under review the Company has incorporated Two WhollyOwned Subsidiaries in the State of Karnataka India Viz. TritonValves Future Tech PrivateLimited and TritonValves Climatech Private Limited. Further a statement containing thesalient features of the Financial Statement of Subsidiary Companies in the prescribedformat AOC-1 is annexed herewith as Annexure - I to this Report. The statement alsoprovides the details of performance and financial position of the Subsidiary Companies.

11. CORPORATE GOVERNANCE REPORT

The Company has taken the requisite steps to comply with therecommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with acertificate from a Practising Company Secretary regarding compliance of conditions ofCorporate Governance as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Annual Report.

12. MANAGEMENT DISCUSSION ANDANALYSIS

The Management Discussion and Analysis forms an integral part of thisreport and gives detail of the overview industry structure and developments differentproduct groups of the Company and operational performance of its various businesssegments.

13. CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company & itssubsidiaries which form part of Annual Report have been prepared in accordance withSection 129(3) of the Companies Act 2013. In accordance with Section 136 of the CompaniesAct 2013 the Audited Financial Statements including the consolidated financialstatements & related information of the Company & Audited Accounts of itsSubsidiary Companies are available on the website www.tritonvalves.com. These documentswill also be available for inspection during business hours at the Registered Office ofthe Company. Any member desirous of obtaining a copy of the said financial statement maywrite to the Company Secretary at the Registered Office of the Company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of the Companies Act 2013 and the Articlesof Association of the Company Mrs. Anuradha M. Gokarn (holding DIN: 00185509)Non-Executive Director retires by rotation at the forthcoming Annual General Meeting andis eligible for re-appointment.

During the year under review Ms. Apoorva G Company Secretary resignedwith effect from November 29 2019. The Board placed on the record its appreciation forvaluable contribution given by her during the tenure of Key Managerial Person in theCompany.

Ms. Swathishree K R was appointed as Company Secretary and ComplianceOfficer of the Company with effect from November 29 2019 and Mr. Appaiah K.B wasappointed as Chief Operating Officer with effect from April 09 2020.

15. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declarations from each IndependentDirector under Section 149(7) of the Companies Act 2013 that he / she meets the criteriaof Independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

All the Independent Directors have also confirmed under Regulation16(b) of SEBI (LODR) Regulations 2015 that they are not Non-Independent Director ofanother Company on the Board of which any non-independent Director of the listed entity isan independent Director.

On October 22 2019 the Ministry of Corporate Affairs (MCA) hadreleased the Companies (Accounts) Amendment Rules 2019 the Companies (Appointment andQualification of Directors) Fifth Amendment Rules 2019 and the Companies (Creation andMaintenance of databank of Independent Directors) Rules 2019. These rules have come intoforce on December 1 2019.

SEBI (LODR)(Amendment) Regulations 2018 has changed the evaluationcriteria of Independent Directors from April 1 2019. As per the amendment evaluation ofIndependent Directors by the entire Board shall include:

(a) Performance of Directors and

(b) Fulfillment of independence criteria as specified in LODRRegulations 2015 and their independence from the management.

Your Board has evaluated the Independent Directors and confirms thatthe Independent Directors of the Company fulfilled the independence criteria as specifiedin LODR Regulations 2015 and their independence from the management.

16. AUDITORS Statutory Auditors:

Messrs Deloitte Haskins & Sells LLP having ICAI Firm Reg. No.117366W/W-100018 are the Statutory Auditors of the Company for the Financial year endedMarch 31 2020 and their appointment will continue until the conclusion of the 46thAnnual General Meeting to be held in the year 2022. The requirement of seekingratification of the members for continuance of their appointment has been withdrawnconsequent upon the changes made by the Companies (Amendment) Act 2017 with effect fromMay 07 2018.

The Statutory Auditors have given a confirmation to the effect thatthey are eligible to continue with their appointment and that they have not beendisqualified in any manner from continuing as Statutory Auditors.

17. AUDITORS' REPORT

The Auditor's Report does not contain any qualification reservation oradverse remark.

18. COST AUDIT

In terms of the provisions of Section 148 of the Companies Act 2013read with the Companies (Cost Records and Audit) Rules 2014 as amended from time to timethe Board of Directors on the recommendation of the Audit Committee has appointed MessrsRao Murthy and Associates Cost Accountants (Firm Registration No. 000065) as CostAuditor of the Company for the financial year ended March 31 2020 on a remuneration asmentioned in the Notice convening the 44th Annual General Meeting forconducting the audit of the cost records maintained by the Company. A resolution seekingMembers' approval for remuneration payable to Cost Auditor forms part of the Notice of the44th Annual General Meeting of the Company and same is recommended for yourconsideration.

Cost Audit Report for the year ended March 31 2019 were filed with theRegistrar of Companies within the prescribed time limit.

The Company is required to maintain Cost Records as specified by theCentral Government under sub-section (1) of Section 148 of the Companies Act 2013.Accordingly the Company has made and maintained such accounts and records.

19.SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed Mr. Parameshwar G Bhat Practising Company Secretary to conductSecretarial Audit for the financial year ended on March 31 2020.

Secretarial Audit Report issued by Mr. Parameshwar G Bhat CompanySecretary in Form MR-3 forms part to this report given in Annexure II.

Reply to the Qualification made by the Secretarial Auditor:

Auditor's Comment Management Representation

Annual Secretarial Compliance Report and Disclosures with respect toRelated Party Transactions required to be submitted to Stock Exchange were submittedbeyond the prescribed time with the Stock Exchange

The Company has submitted the said Report in time for this year andwill ensure to submit all the reports within prescribed timeliness in future.

20. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability confirm that:

i. in the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

>iii. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets 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 bythe Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

21.DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

A. Board Meetings

The Board of Directors met Six (6) times during the year ended March31 2020 in accordance with the provisions of the Companies Act 2013 and rules made thereunder. The details thereof are given in the Corporate Governance Report.

Pursuant to the requirements of Schedule IV to the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aseparate Meeting of the Independent Directors of the Company was also held on March 132020 without the presence of Non-Independent Directors and members of the management toreview the performance of Non-Independent Directors and the Board as a whole theperformance of the Chairperson of the Company taking into account the views of ExecutiveDirectors Non-Executive Non-Independent Directors and also to assess the qualityquantity and timeliness of flow of information between the Company management and theBoard.

B. Committees of the Board

In accordance with the Companies Act 2013 and the Listingrequirements following five Committees of the Board continued to discharge theirrespective 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 compositionand Meetings held during the year are provided in the "Corporate GovernanceReport" which forms part of this Annual Report.

C. Board Performance Evaluation

Evaluation of performance of all Directors is undertaken annually. TheCompany has implemented a system of evaluating performance of the Board of Directors andof its Committees and individual Directors on the basis of a structured questionnairewhich comprises 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 theperformance of the Board its Committees and Independent Directors as per the CompaniesAct 2013 and same is available on the Company's website athttps://www.tritonvalves.com/downloads/policy/Policy_for_evaluation_of_performamance_of_Board.pdf

D. Remuneration Policy

The Policy has been laid down by the Nomination and RemunerationCommittee for determining the remuneration of Directors KMP and other employees and thecriteria formulated by the Committee for determining qualifications positive attributesof Independent Directors is appended as Annexure III to this Report and the same isavailable on the Company's website at www.tritonvalves.com.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review the Company infused equity capital inWholly Owned Subsidiaries as mentioned below:

1. Triton Valves Hong Kong Limited - USD 10000

2. TritonValves Future Tech Private Limited - Rs. 100000/-

3. TritonValves Climatech Private Limited - Rs. 100000/-

23. RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) of the Companies Act 2013 as prescribed in Form AOC - 2 ofthe rules prescribed under Chapter IX relating to Accounts of Companies under theCompanies Act 2013 is appended in Annexure IV to this report.

The Company has formulated a policy on determining materiality ofrelated party transactions and the same is available on the Company's website atwww.tritonvalves.com.

24. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING / OUTGO

Information on conservation of energy technology absorption foreignexchange earnings and outgo required to be given pursuant to Section 134(3) (m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexedherewith as Annexure V to this report.

25.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY There have been nosignificant and material orders passed by the Regulators or Courts or Tribunals impactingthe going concern status and Company's operations. All orders received by the Companyduring the year are of routine in nature which has no significant/material impact.

26.RISK MANAGEMENT POLICY

In compliance with the provisions of Regulation 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a Risk Management Committeehas been constituted by the Board. However provisions of Regulation 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to Company.

Risks are identified by the respective departmental heads. Each SBU& Corporate will carry out the Risk Assessment for each identified risk as applicableto them and will document the results for each risk in the Risk Register. Action will betaken based on the possible impact of the identified risk.

27.SECRETARIAL COMPLIANCE CERTIFICATE

SEBI (LODR)(Amendment) Regulations 2018 required the Company to obtaina 'Secretarial Compliance Certificate' in the prescribed format from a practising CompanySecretary which has been obtained and filed with the Stock Exchange.

28. VIGIL MECHANISM

The Company has established a Vigil Mechanism which includes a WhistleBlower Policy for its Directors and Employees to provide a framework to facilitateresponsible and secure reporting of concerns of unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct & Ethics. The Whistle BlowerPolicy is available on the website of the Company at www.tritonvalves.com.

29. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 92 (3) of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014as amended from time to time the extract of the Annual Return in the Form MGT-9 is givenin Annexure VI forming part of this report and also available on the website of theCompany at www.tritonvalves.com.

30. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

No Material Change and commitments affecting the financial position ofthe Company occurred between the end of financial year to which this financial statementsrelate and the date of this Report.

31. SHARE CAPITAL

The Board provides following disclosures pertaining to the Companies(Share Capital and Debentures) Rules 2014.

Sl. No. Particulars Disclosure
1. Issue of Equity shares with differential rights Nil
2. Issue of Sweat Equity shares Nil
3. Issue of employee stock option Nil
4. Provision of money by company for purchase of its own shares by trustees for the benefit of employees Nil

The Authorized Share Capital of the Company is Rs. 50000000/-consisting of 5000000 Equity Shares of Rs.10/- each and paid up equity share capital ofthe Company is Rs. 10300270/- consisting of 1030027 equity shares of Rs. 10/- each ason March 31 2020.

During the period under review the Company's Issued Subscribed andPaid up Capital was increased from Rs. 9900270/- (Rupees Ninety Nine Lakhs Two Hundredand Seventy) divided into 990027 (Nine Lakhs Ninety Thousand and Twenty Seven Only)Equity Shares of Rs. 10/- (Rupees Ten) each to Rs.10300270/- (Rupees One Crore ThreeLakhs and Two Hundred Seventy Only) divided into 1030027 (Ten Lakhs Thirty Thousand andTwenty Seven Only) Equity Shares of Rs.10/- (Rupees Ten) each pursuant to allotment of40000 Equity Shares to Promoter and Promoter Group on Preferential basis.

32. EMPLOYEE RELATIONS

During the year under review your Company maintained cordialrelationship with employees at all levels.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of Employees required under Section 197 (12)of the Companies Act 2013 read with Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure VII tothis Report.

34. 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 harassmentfree workplace for every individual working in the Company's premises through variousinterventions and practices. The Company always endeavours to create and provide anenvironment that is free from discrimination and harassment including sexual harassment.

Policy on Prevention of Sexual Harassment at Workplace has already beenimplemented as per the directives of the Supreme Court. Further the same policy had beenamended recently in line with the recent amendments. The policy aims at prevention ofharassment of employees and lays down the guidelines for identification reporting andprevention of undesired behaviour.

As required under law an Internal Complaints Committee has beenconstituted for reporting and conducting inquiry into the complaints made by the victim onthe harassments at the work place.

During the year under review there were no cases filed pursuant to theSexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.

35. 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 Organization tomaintain the same standard of the control systems and in managing any default on timelybasis because of strong reporting mechanisms followed by the Company.

During the year under review no material or serious observation hasbeen received from the Internal Auditors of the Company for inefficiency or inadequacy ofsuch controls.

Internal Auditors' comprising of professional Chartered Accountantsmonitor & evaluate the efficacy of Internal Financial Control system in the Companyits compliance with operating system accounting procedures & policies at all the

locations of the Company. Based on their report of Internal Auditfunction corrective actions in the respective area are undertaken & controls arestrengthened. Significant audit observations & corrective action suggested arepresented to the Audit Committee.

36. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committeeand has formulated 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 VIII tothe Board's Report.

37. ACKNOWLEDGEMENTS

The Board of Directors wishes to express its gratitude and record itssincere appreciation for the commitment and dedicated efforts put in by all the employees.Your Directors take this opportunity to express their grateful appreciation for theencouragement co-operation and support received by the Company from the localauthorities bankers customers suppliers and business associates. The Directors arethankful to the esteemed shareholders for their continued support and the confidencereposed in the Company and its management.

For and on behalf of the Board of Directors S.K.Welling
Place: Bengaluru Chairman
Date: June 26 2020 D I N:00050943
Regd. Office:
Triton Valves Limited
Sunrise Chambers 22 Ulsoor Road
Bengaluru - 560 042
CIN: L25119KA1975PLC002867

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