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Triton Valves Ltd.

BSE: 505978 Sector: Auto
NSE: N.A. ISIN Code: INE440G01017
BSE 00:00 | 20 Mar 1130.15 -19.85






NSE 05:30 | 01 Jan Triton Valves Ltd
OPEN 1150.00
52-Week high 2275.00
52-Week low 902.25
P/E 49.29
Mkt Cap.(Rs cr) 112
Buy Price 1114.05
Buy Qty 1.00
Sell Price 1149.90
Sell Qty 60.00
OPEN 1150.00
CLOSE 1150.00
52-Week high 2275.00
52-Week low 902.25
P/E 49.29
Mkt Cap.(Rs cr) 112
Buy Price 1114.05
Buy Qty 1.00
Sell Price 1149.90
Sell Qty 60.00

Triton Valves Ltd. (TRITONVALVES) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 42nd Annual Report along withthe audited financial statements for the financial year ended March 31 2018.

1. Performance Highlight

Rs. in lakhs
2017-18 2016-17
Revenue from operations 22649.81 20714.79
Other income 190.80 218.62
Total income 22840.61 20933.41
Total expenses 21958.75 19849.20
Profit Before tax 881.86 1084.21
Tax expense 228.15 216.06
Profit for the year 653.72 868.15
Total other comprehensive income 10.72 (25.20)
Total comprehensive income for the year 664.43 842.95
Earnings / (Loss) per share (Basic / Diluted) (' (Face Value of Rs. 10/- each) 66.03 87.69

2. Business Operations

Your Company's net revenue from operations increased by 9.34% to Rs. 22649.81 lakhsfrom Rs. 20714.79 lakhs in the previous year. Profit before tax decreased to Rs. 881.86lakhs from the previous year's level of Rs. 1084.21 lakhs representing an decrease of18.66%. The profit after tax was Rs. 664.43 lakhs over the PAT of Rs. 842.95 lakhs in theprevious year.

3. Dividend

Based on the Company's performance your Directors are pleased to recommend a dividendofRs. 15/- per Equity Share (150%) of Rs. 10/- each for the Financial Year ended March 312018.

4. Reserves

The Reserves of the Company increased by 7.49% to Rs. 6968.89 lakhs as against Rs.6483.07 lakhs in the previous year. The Board of Directors does not propose to transferany part of the Profits to reserves during the current year.

5. Prospects for the Financial Year 2018-19

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.

7. Deposits

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 Company does not have any subsidiaries/associates or joint ventures.

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.

Mr. Prashanth Nayak (DIN 03371824) was appointed by the Board as an IndependentDirector (Additional Director) of the Company with effect from May 4 2018 and hisappointment will be subject to approval of the Shareholders and the same has been includedas one of the agenda in the Notice convening the Annual General Meeting.

Your Board recommends the above appointments.

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.

11. Auditors

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 312018 and theirappointment will continue until the conclusion of the 46th Annual GeneralMeeting to be held in the year 2022. Their appointment as the Statutory Auditors will beratified at the ensuing Annual General Meeting pursuant to the provisions of Section 139of the Companies Act 2013 and Rules made thereunder. The Audit Report does not containany qualification reservation or adverse 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 2017-18 on a remuneration ofRs. 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. 8 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 four (4) times on May 9 2017 August 31 2017 October 252017 and January 31 2018. The maximum interval between any two meetings did not exceed120 days. The Agenda of the meetings were circulated to the Directors in advance minutesof meetings of the Board of Directors were circulated amongst the Directors for theirperusal.

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 .

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 II to this Report and the same is availableon the Company's website at .

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

Contracts/arrangements/transactions entered by the Company during the financial yearwith related parties were in the ordinary course of business and at arm's length basis.During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions. Thus a disclosure in Form AOC-2in terms of Section 134 of the Companies Act 2013 is not required.

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 III 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 .

25. Extract of Annual Return

The extract of the Annual return in Form MGT-9 is annexed herewith as Annexure IV tothe Board's Report.

26. Material changes and commitments

There are no changes or commitments made affecting the financial position of thebetween the end of the financial year as on March 312018 and the date ofthis Report.

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 V 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 asper the directives of the Supreme Court. Further the same policy had been amendedrecently in line with the recent amendments. The policy aims at prevention of harassmentof employees and lays down the guidelines for identification reporting and prevention ofundesired behaviour. The Committee was formed including an external member to oversee theeffective implementation.

No complaints were received during the year ended March 312018.

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 The Annual report on the CSR activities is appended as Annexure VI tothe Board's Report.

32. Recognition of R&D Centre

The Company had applied for recognition for its in- house R&D Center during theprevious year with the Department of Scientific and Industrial Research (DSIR). TheDirectors are proud to inform the Shareholders that the recognition has been obtained witheffect from April 1 2016 and is valid up to March 31 2019.

33. Appreciation

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 and IndusInd Bank formeeting 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: May 4 2018 Chairman
Regd. Office:
Triton Valves Limited
Sunrise Chambers 22 Ulsoor Road
Bengaluru - 560 042