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TTK Prestige Ltd.

BSE: 517506 Sector: Consumer
BSE 00:00 | 14 May 7121.00 -143.90






NSE 00:00 | 14 May 7115.15 -147.40






OPEN 7264.80
52-Week high 8055.25
52-Week low 4610.00
P/E 56.84
Mkt Cap.(Rs cr) 9,870
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7264.80
CLOSE 7264.90
52-Week high 8055.25
52-Week low 4610.00
P/E 56.84
Mkt Cap.(Rs cr) 9,870
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

TTK Prestige Ltd. (TTKPRESTIG) - Director Report

Company director report

(Including Management's Discussion & Analysis Report)

Your Directors have pleasure in presenting their Sixty Fourth Annual Report togetherwith the Audited Financials of the Company for the year ended 31st March 2020as follows:


(Rs. in Crores)

2019-20 2018-19
1 Sales (Net of discounts) 1936.79 1968.02
2 Other Income 24.61 25.60
3 EBITDA 285.54 311.48
4 PBT 248.21 283.57
5 Tax Provision 49.70 93.26
6 PAT 198.51 190.31
7 Other Comprehensive Income (Net of Tax) (1.51) (0.51)
8 Total Comprehensive Income 197.00 189.80
9 Transfer to General Reserve 20.00 20.00
10 Surplus carried to Balance Sheet 177.00 169.80


• While the overall economic conditions remained sluggish throughout the year thesituation was seriously compounded by the Covid pandemic towards the end of the year thathad an impact on the growth of the economy in general and your Company in particular.

• For the 9 months ended 31st December 2019 due to high base effect ofFY 19 in the rural channel and modern brick & mortar trade channel your Companyregistered a marginal growth in sales. The rural base was affected because of ruralstress as well as non-availability of credit from micro-finance channels on account ofNBFC crisis. In both these channels a large portion of sales came from a few buyers whowere impacted by different sets of factors both internal and external.

• Your company developed several new buyers and broadened its customer base inthese channels and started seeing double digit growth from February 2020 till mid-March2020. All channels and all geographies exhibited strong recovery during this period.Thereafter the lockdown brought all sales to a halt till first week of May 2020. Exportorders could not be delivered and had to be deferred. The estimated loss of sales onaccount of lockdown for the last quarter was of the order Rs. 70 crores.

Your company launched an innovative and revolutionary range of Pressure Cookers underthe Svachh platform during the second half of FY 20. This range has received wideacceptance from all markets.

Given the above back drop your Company's performance for the year with a Net sales ofRs. 1937 crores (a drop of 1.6% from Rs. 1968 crores of the previous year) isconsidered commendable. Domestic sales accounted for Rs. 1895 crores (PY Rs. 1917crores) while export sales accounted for Rs. 42 crores (PY Rs. 51 crores).

In spite of severe constraints as explained above the EBITDA remained healthyat Rs. 286 Crores (PY Rs. 311 Crores) and Profit before tax at Rs. 248 crores (PYRs. 284 crores). On account of expansion (and introduction of Ind AS 116) the depreciationcharge was higher at Rs. 34.6 crores (PY Rs. 26 crores).

The net profit after tax was higher atRs. 198.51 Crores (PY Rs. 190.31 Crores). Thestandalone EPS was Rs. 143.21 (PY Rs. 137.30) a growth of 4%. EPS for both the years hasbeen calculated after taking into account the allotment of bonus shares made in May 2019.

As stated in the past years your company does not follow a stand-alone margin ledpolicy but is focussed on growth with a fair long-term return on capital employed.Operating ROCE stood at 31.55% (PY 37.59%) on expanded asset base.

The Company is debt-free and carried a comfortable free cash of Rs. 365 Crores(including short term Liquid investments) as on 31st March 2020.

To sum up your Board of Directors is of the view that the current year performance issatisfactory given the tough external environment. Your Company continues to maintain itsoverall market share in value terms across product categories.

Considering the uncertainty caused by COVID-19 your Directors consider it prudent torecommend a lesser rate of dividend at Rs. 20 per share (PY Rs. 30 per share) and considerpaying an interim dividend during FY 21 based on easing of uncertainties that requirepreservation of cash .

A detailed analysis is provided under the section ‘Management's Discussion andAnalysis' forming part of this Director's Report including the impact and uncertaintycaused by the COVID-19 pandemic.


Your Company continued to be recognized by various agencies for its high-qualityperformance under various parameters. During the Financial Year 19-20 your Company baggedthe following awards/recognitions.

Awarded Readers Digest Most Trusted Brand Awarded in Kitchen Appliances

National Award for marketing excellence –Brand Revitalization Award

National Award for marketing excellence –Award for Marketing Excellence inKitchenware Sector

International Brand Consulting Corporation India's

Most Trusted Companies Award 2019



The overall slowdown that was seen towards the end of FY 2018-19 continued to affectthe growth prospects of many industries. The rural stress was further compounded byliquidity crisis due to NBFC crisis severely affecting the rural demand. Various measurestaken by the Government to improve liquidity credit expansion infrastructure etc and thesteep reduction on corporate tax rates resulted in some signs of recovery from January2020. The bountiful monsoon also started providing impetus to the agricultural sector.Unfortunately the COVID-19 pandemic that enveloped the globe since February 2020 spoiledthe green shoots with the result that the overall GDP growth was at its lowest in the lasttwo decades i.e. 4.3% . Agricultural performance and food grain stock are probably theonly silver lining amidst dark clouds. This pandemic has thrown every economy in the worldout of gear and it is very difficult to predict the return of normalcy in the near futurein most of the global economies.

Your Company predominantly operates in the Kitchen Appliances segment with a wide rangeof product categories. The product categories broadly consist of Pressure CookersCookware Gas Stoves and Domestic Kitchen Electrical Appliances. Your Company entered theCleaning solutions segment from FY 17-18. The market for all these segments consists oforganized national brands regional brands as well as unorganized players. Except forPressure Cookers Cookware and Induction Cooktops the market for the rest of the keyproduct lines is fragmented and is shared by several players. Over the last five years orso many players both big and small have been entering as well as exiting the appliancecategories and the churn is still going on.

Continued perception of uncertainty in disposable income amongst core middle-class isgiving room for down-trading/bundling of products of entry level price points by someregional brands and is distorting the market for entry level products. Uncertain economicconditions have made many a consumer especially the middle-income group to hold on toliquidity which is impacting the demand for value added products also. Competition withinthe modern format and online channels has led to entry of regional brands at low pricepoints in these channels though affecting value propositions both in terms ofrevenueandprofitsfor these channels.

Even in these difficult conditions your Company maintains its leadership position inkey categories like Pressure Cookers Cookware Value added Gas Stoves Induction Cooktop Rice Cookers Kettles etc and is steadily improving its market share in the MixerGrinder segment.

Going forward proactive innovation and product differentiation coupled with innovativedistribution will be the key to stay ahead in the marketplace.


1. Kitchen & Home Appliances:

The products include Pressure Cookers Cookware Kitchen Electrical Appliances GasStoves and Home Appliances. The turnover of these product categories is given in thefollowing table:

(Rs. in Crores)



Domestic Export Total Domestic Export Total
(including Microwave Pressure Cookers) 573.78 22.41 596.19 614.56 31.16 645.72
Cookware 274.16 17.53 291.69 283.72 17.89 301.61
Gas Stoves 260.82 0.65 261.47 271.06 0.64 271.70
Mixer Grinder 232.47 0.63 233.10 224.11 0.87 224.98
Other Kitchen/ Home Appliances 446.58 446.58 425.27 0.10 425.37
Cleaning Solutions 34.00 34.00 27.79 - 27.79
Others 73.09 0.67 73.76 70.07 0.78 70.85
Total 1894.90 41.89 1936.79 1916.58 51.44 1968.02

a. As mentioned earlier the growth in sales was adversely affected largely by externalfactors like rural stress general economic slowdown and Covid pandemic. Your Company alsotightened its trade policy with general trade as well as modern format stores in order toimprove working capital efficiencies and information flow. This had a transient impactduring the first 9 months of operations. Covid impact alone deprived sales ofapproximately Rs. 70 crores the impact on absolute EBITDA margins being in the region ofRs. 20 crores. There was also an additional spend of over Rs. 7 crores in Advertisementand Promotions during the last quarter but could not be leveraged to get higher sales dueto lockdown.

b. The new category of Cleaning Solutions is progressing satisfactorily yieldingexpected growths. Your Company is yet to increase its footprint on a national basis.

c. Not with standing Covid impact on sales and costs various operating ratios weremaintained at healthy levels ensuring EBITDA margin at 14.7% as against 15.8% in theprevious year.

d. Operating ROCE stood at 31.55% (PY37.59%) on expanded manufacturing asset base whichare yet to be optimally utilised. Your Company continued to be debt free and carried asizeable free cash balance at the year end.

e. Your Company has over the last few years substantially reduced its dependence onimports which has a positive impact on working capital efficiencies. Gross current ratioremained steady at 2.93 times notwithstanding the Covid impact on receivables andinventories.

f. During the year under report your Company introduced around 146 new SKUs coveringPressure Cookers Induction Cook tops Mixer Grinders Rice Cookers Gas Stoves and otherSmall Electric/Non-Electric Appliances and Cleaning Solutions. All these introductionsreceived good response.

g. Judge brand as a tactical brand is progressing well and contributed around Rs.21crores to Sales (PY Rs. 8 crores)

h. Prestige Xclusive network was consolidated and rationalized where necessary and newoutlets were added. The number of outlets as at 31.3.2020 was 588 (PY 569).

The network now covers 26 States and 345 Towns. The spread of the network is alsoevenly distributed between Metros Mini-Metros Tier 1 Tier 2 and Tier 3 cities.

i. Service network was significantly expanded to 441 centres (PY - 391 centres).


The operating subsidiary Horwood Homewares Limited (HHL) maintained its sales at 15million against the backdrop of continued Brexit impact and COVID-19 pandemic impact.EBITDA was 0.7 million (PY 0.8 million). The subsidiary introduced new productsand new category SMIDGE range and has enhanced its presence in online channels. Thesubsidiary has been performing better than most of its peers. During the year HHL hasacquired Ecosoul life business through its new 51% subsidiary Horwood Life Limited. Theconsolidated financials are attached to this Annual Report separately. Your Company in theConsolidated Financials has recognized an impairment in the investments made by TTKBritish Holdings Ltd our direct subsidiary in HHL to the extent of GBP 1.26million by way of prudence and abundant caution owing to the uncertainties caused in theUK market by COVID-19 pandemic. This is reflected in the consolidated financialsattachedto this Annual Report.


1. Current Standpoint:

a. As outlined earlier the impact on the 4th quarter performance wassevere resulting in a loss in sale to the tune of Rs. 70 crores with an estimated loss inabsolute EBITDA of around Rs. 20 crores. On the truncated sale your Company had to absorbidle overheads to the tune of Rs. 5 crores caused by shut down.

b. There was no sales in April 2020 and primary sales started from 4th May2020 on partial lifting of lockdown. On and after 6th May 2020manufacturing operations started in all locations in compliance with the regulationsapplicable to each of the units. Till the date of this report only day shift is beingoperated.

c. Corporate and commercial offices are functioning with 50% strength and the remaining50% working from home.

d. Company's Prestige Xclusive network started retail sales in non-containment zonesfrom May 2020 and general trade was also opened with restricted timings in non-containmentzones. The retail offtake from the outlets that are open has been satisfactory and is atthe levels that prevailed before lockdown started.

e. At the start of FY 20-21 adequate inventory was available at the trade level as wellas at the company level to meet the end consumer demand.

f. Company's primary sales has also been picking up gradually and the sales during themonth of June 2020 till the date of this report is better than the corresponding period ofthe previous year though your Company is servicing only 50% of the market. Currently yourcompany is serving its exclusive network general trade company's own online andthird-party online channels.

g. During the entire lockdown period your Company paid all its employees includingcontract workmen without any pay cuts and discharged all its statutory obligations andpayments to all vendors within due dates. Over the past several years your Company hasbeen prudent in application of its free cash and built sufficient cash reserves to meetexigencies as well as business expansion. This is helping your Company to tide over thecurrent difficult business climate caused by Covid. As of the date of this report yourCompany carries free cash of Rs. 235 Crores.

h. Using this opportunity your Company has beefed up its IT strength and continuedengagement with all its stakeholders digitally and revamped its layout in allmanufacturing locations to yield better productivity and at the same time conforming to"social distancing" in workstations. During the lockdown period your Companyconducted online people development programs for all levels of employees includingpreparing for the new normal that is forced by the pandemic.

i. Your Company educated and supported the general trade channels and PXL network andoriented them to online booking of orders and home delivery so that not a singleopportunity to sell is missed. In the same way service network was also geared up toattend to all the pending service requests that accumulated in sizable numbers during thelockdown period.

j. Sales force have been trained and provided necessary IT support to deal with thetrade partners digitally without the need to undertake the risk of travelling.

k. Export sale has also been picking up since last week of May 2020.

l. Your Company has over the last few years been actively pursuing ‘Make In India'policy for appliances portfolio by fortifying local vendors thus reducing the dependenceon imports from China to just 10% of total sales and even for these SKUs local vendors arebeing developed to be completely "Self-Reliant" in short time.

2. Current Standpoint:

a. Given the unrelenting spread of the pandemic and large-scale loss of jobs andvocations the near-term outlook for the global economy is uncertain and growth prospectsare bleak at the global and national level.

b. As your Company is in the home and kitchen appliance domain the stress caused bylockdown in domestic kitchens the need for improving kitchens and replacing appliances islikely to result in demand for such products. While demand arising out of gifting duringmarriage and other occasions could be minimal due to restrictions on gatherings thereplacement demand at homes is likely to increase. Further the reluctance to eat outsideor order foods from outside is increasing the dependence on domestic kitchens. Workingfrom home is going to be the order of day and this can give raise to demand for a host ofhome appliance. All these factors can enable sustaining business at levels that cangenerate decent profits after meeting all expenses.

c. Your Company has already put in place steps for improvement of efficiencies andmanagement of critical costs to deliver decent profits even though growth may be impaired.

d. Your company is comparatively better placed owing to its brand salience exclusiveretail network across India besides strong presence in every other channel that reachesthe end consumer. Your company is debt-free and all its manufacturing and sourcingoutfits are in operational conditions with adequate human resource and thus can increasesupplies to the market at short notice.

e. From the macroeconomic point of view the Government is planning to kick startinfrastructure projects in rural areas to give employment to migrant workmen who havereturned to their native States. This can give raise to rural penetration in theforeseeable future. Your Company has already made a heads-start in rural penetration overthe last couple of years.

f. Overall private consumption cannot improve till restoration of the travel tourismand hospitality sectors and preparedness of public at large to travel for business andpleasure. Even if the pandemic subsides in the near future the resurgence of thesesectors may take a longer time.

g. There is an increased tendency among global brands to shift a significant ofsourcing outside China and India is being looked upon as an alternative. Your Company'sexport customers are already looking for increasing their sourcing from your Company.

h. The unsettled economic environment can lead to a churn in businesses in the form ofcorporate restructuring exits and reorganizations that can lead to addition of newcategories/consolidation of business in the hands of healthy players.

3. Impact on Medium & Long-Term Strategy:

a. As mentioned in the last year report your Company has adopted an expansiveVision – To Delight Home Makers with Innovation and To Make Company's productsavailable at Every Home.

b. Based on this vision your Company had developed strategies to increase its productbase and customer base across India both rural and urban so as to double the turnover inabout 5 years.

c. Covid pandemic has become a speed breaker and it may take a year or two more toreach this milestone. The investment on innovation and search for inorganic opportunitiesare always on. The blueprint that has been prepared is still relevant and may require sometweaking in tune with the changed conditions.

d. Shareholders are aware that your Company operates out of its core strengths ofbrand innovation design manufacturing distribution sourcing and service capabilitiesand more importantly ‘Customer Engagement' and will continue its efforts to furtherfortify these strengths. For instance your Company is already geared to launch 100 newSKUs in the market during FY 20-21 and the same will be timed keeping a watch onprogressive relaxation of lockdown and consumer sentiments. In order to expand high-endcustomer base with life-style kitchen and home appliances your Company has embarked uponcreating a network of Prestige Lifestyle Stores during current FY. Two stores have alreadybeen opened in Bengaluru during June 2020.

e. In the medium and long-term your Company expects to maintain a healthy EBITDAmargin and Return on Capital Employed subject to Covid pandemic subsiding during FY 21itself.

E. THREATS portion

While there are vast opportunities in the Domestic Market threats can continue in theform of unorganized sector and irrational discounting by regional brands. As the entrybarriers are low any lag in innovation can impact growth. The proliferation of e-commercecompanies while helping us to grow may also have some impact on gross margin but yourCompany pursues a dynamic cost management process to ensure healthy margins at EBITDAlevels.


The various general economic risks and concerns which can impact your Company havealready been outlined in the preceding sections. The concerns largely centre aroundexternal factors.


Your Company has constituted a Risk Management Committee as required under SEBI (LODR)Regulations the details of which are provided in the Report on Corporate Governance.

Your Company has developed and implemented a Risk Management Policy which includesidentification of elements of risk if any which in the opinion of the Board maythreaten the existence of the Company.

Your Company has a risk identification and management framework appropriate to the sizeof your Company and the environment under which it operates. The process involvesidentifying both external and internal risks and the readiness to respond to calamitiesand disasters.

Risks are being continuously identified in relation to business strategy operationsand transactions statutory/legal compliance financial reporting information technologysystem and overall internal control framework.

Your Company is utilizing the services of independent professional management auditorsfor advising the Company on a continuous basis on contemporary risk management frameworkappropriate to the size and operations of the Company. They are also carrying out riskaudit on a periodical basis.

Your Board is periodically reviewing the broad risk framework to ensure that there is adynamic process to capture and measure key elements of risks.


The paid-up equity share capital as on 31st March 2020 was Rs. 13.86 Crores(PY Rs. 11.56 Crores). The increase in paid-up capital was on account of allotment of2310233 bonus shares of face value of Rs. 10 each made in May 2019.

The Authorised Capital remains the same i.e.Rs. 15 crores divided into 15000000equity shares of Rs. 10 each.


Your Company continues to generate substantial post-tax operating free cashflows and the same have been applied to meet capital expenditure besides other usesincluding investments in the UK Subsidiary retirement of debt and payment of dividend.Your Company on a standalone basis continued to be debt-free and at the end of the yearcarried cash and liquid investments of around Rs. 365 Crores after furtherinvestments in the UK subsidiary to the tune of Rs. 44.48 Crores.

J. CAPITAL EXPENDITURE PLANS Pursuant to overall Long-Range Plan provision of

Rs. 200 crore capex over three years your Company has spent about Rs. 70 crores in FY19-20 by and large completing the envisaged plan. No major capital expenditure other thannormal maintenance capex is slated for FY 21.


During the year your Company invested an additional amount of Rs. 44.48 Crores in thewholly owned UK subsidiary. Other than this your Company carries short-term investments inmutual funds as a part of treasury operations as mentioned in para I.


Your Company has necessary Internal Control Systems in place which is commensurate withthe size scale and complexity of its operations. Your Company is continuously makingimprovements in internal control systems keeping in view the increasing level ofactivities. Independent team of Internal Auditors/Management Auditors are carrying outinternal audits and advising the management on strengthening of internal control systems.The reports are periodically discussed internally. Significant actions thereon arepresented to the Audit Committee.


In line with the Long-Range Plan your Company has implemented strategic HR initiativescovering competency development talent management leadership development successionmanagement etc. The in-house Human Resource Department is constantly being strengthened. Ahost of people development programmes are put in place on a continuous basis.

The industrial relations across all the manufacturing units has been by and largecordial. Long term settlement was concluded during the year for Hosur Unit.

The direct employment strength stood at 1443 as compared to 1463 in the previous year.


Your Company is neither inviting or accepting Deposits from public or shareholders andhence there are no deposits outstanding or remaining unpaid as at the end of 31st March2020.


Considering the uncertainty caused by COVID-19 your Directors consider it prudent torecommend a lesser rate of dividend at Rs. 20 per share (PY Rs. 30 per share).


This Directors' Report and the Management

Discussion and Analysis included therein may contain certain statements which arefuturistic in nature. Such statements represent the intentions of the Management and theefforts being put in by them to realize certain goals. The success in realizing thesegoals depends on various factors both internal and external. Therefore the investors arerequested to make their own independent judgments by considering all relevant factorsbefore taking any investment decision.


Report on Corporate Governance is separately presented as part of the Annual Report.


Your Company now forms part of the Top 500 listed companies of India and is mandatorilyrequired to provide a Business Responsibly Report as part of the Annual Report inaccordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. This report is separately presented as part of this Annual Report.

LISTING audit observations and corrective Your Company's shares are listed in theBSE Limited

(BSE) Mumbai and National Stock Exchange of India Limited (NSE) Mumbai and theapplicable listing fees have been paid.


Extract of Annual Return (Form MGT-9) is enclosed as Annexure A

(b) Number of Meetings of the Board:

The Board of Directors met five times during the year 2019-20. The details of the BoardMeetings and the attendance of the Directors are provided in the Report on CorporateGovernance.

(c) Corporate Social Responsibility(CSR)Committee:

As per the provisions of Section 135 of the Companies Act 2013 and the Rules madethereunder your Company has in place a Corporate Social Responsibility Committee whichcomprises of Mr. T.T. Jagannathan as Chairman and Mr. R.Srinivasan Mr. K.Shankaranas Members. The Corporate Social Responsibility (CSR) Policy enumerating the CSRactivities to be undertaken by the Company in accordance with Schedule VII to theCompanies Act 2013 as adopted by the Board is available on the website of theCompany The Annual Report under CSR Activities is annexed tothis report as Annexure B. The details relating to the meetings convened etc. arefurnished in the Report on Corporate Governance.

(d) Composition of Audit Committee:

The Audit Committee comprises of Mr. Dileep Krishnaswamy as Chairman and Mr. RSrinivasan and Mr. Arun K.Thiagarajan as Members. All the members are IndependentDirectors.

Mr. K. Shankaran Wholetime Director & Secretary is the Secretary of the Committee.More details on the Committee are given in the Report on Corporate Governance.

(e) Related Party Transactions:

During the year under review no transaction of material nature has been entered intoby the Company with its Promoters the Directors or the management their subsidiaries orrelatives etc. that may have a potential conflict with the interests of the Company.

All related party transactions are placed before the Audit Committee as also theBoard for approval. Prior omnibus approval of the Audit Committee is obtained on a yearlybasis for the transactions which are of unforeseen or repetitive nature. AStatement giving details of the transactions entered into with the related partiespursuant to the omnibus approval so granted is placed before the Audit Committee and theBoard of Directors for their approval/ ratification on a quarterly basis.

The Register of Contracts containing transactions in which directors are interestedis placed before the Audit Committee / Board regularly.

The Board of Directors of the Company on the recommendation of the Audit Committeeadopted a policy on Related Party Transactions to regulate the transactions between theCompany and its Related Parties in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI (LODR) Regulations 2015. ThePolicy as approved by theBoard is uploaded on the Company's website at

The details of the Related Party Transactions in Form AOC-2 are annexed as Annexure Cto this Report.

(f) Directors and Key Managerial Personnel:

None of the Directors disqualifiedfrom being appointed or holding officestipulated under Section 164 of the Companies Act 2013.

(i) Appointment/Re-appointment of Directors:

(a) Mr. T.T. Mukund is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board recommendshis re-appointment.

(b) Mr. K. Shankaran Wholetime Director & Secretary was appointed as WholetimeDirector & Secretary for a period of 5 years from 01.04.2019 by means of a specialresolution passed through postal ballot/ e-voting on 3rd May 2019.

(c) Mr. T.T. Jagannathan who was appointed as Whole-time director designated asExecutive Chairman for a period of 5 years from 01.06.2018 stepped down from the officeof Whole-time Director effective from

01.04.2019 but continue as Non-executive Chairman from 01.04.2019 for the remainingtenure of his appointment with reduced terms of remuneration. Necessary specialresolution was passed by the Shareholders through postal ballot/e-voting on 3rdMay 2019.

(d) Mr. Dhruv Moondhra was appointed as Independent Director for a period of 5years from 01.04.2019 by a resolution of shareholders passed through postal ballot/e-voting on 3rd May 2019.

(e) Mr. Arun Thiagarajan Mr. Dileep Kumar Krishnaswamy Dr. (Mrs.) VandanaWalvekar and Mr. Murali Neelakantan all Independent Directors were re-appointed for aperiod of 5 years from 25.03.2020 by means of special resolutions passed at Annual GeneralMeeting held on 12th August 2019.

(f) The Board of Directors have re-appointed Mr. Chandru Kalro as ManagingDirector and CEO for a period of 5 years from 01.04.2020 and the same was approved by theShareholders at the Annual General Meeting held on 12th August 2019.

(ii) Statement on Declaration by the Independent Directors of the Company:

All the Independent Directors of the Company have given declarations under Section149(7) of the Companies Act 2013 that they meet the criteria of independence as laid downunder Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The terms and conditions ofappointment of the Independent Directors are posted on the website of the Company

(iii) Key Managerial Personnel (KMP):

The following managerial personnel are Key Managerial Personnel (KMP):

• Mr. Chandru Kalro Managing Director as Chief Executive Officer (CEO)

Mr. K. Shankaran Wholetime Director & Secretary

Mr. V. Sundaresan Senior Vice President

- Finance as Chief Financial Officer (CFO).

(iv) Performance Evaluation of the Board its Committees and Separate meeting ofIndependent Directors:

In compliance with the provisions of the Companies Act 2013 and Regulation 17(10) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Board was carried out during the year under review. During the year 3separate meetings of Independent Directors were held to consider various aspects ofmanagement of the Company as well as to review the performance of the Board itscommittees and non-independent Directors. More details on the same are given in theReport on Corporate Governance. The Board evaluation for FY 19-20 was completed at theMeeting held in June 2020 within the extended time permitted by the notifications issuedthe regulatory authorities on account of COVID-19 causing disruptions in holding meetingsin March 2020.

(v) Remuneration Policy:

Your Company follows a policy on remuneration of Directors and Senior Management. Thepolicy is framed by the Nomination and Remuneration Committee and approved by the Board.The remuneration (including all components) to senior management that i.e. till one levelbelow the CEO including functional heads are as approved by the Nomination andRemuneration Committee and the Board. More details on the same are given in the Report onCorporate Governance.

(g) Auditors

(i) Statutory Auditors and their Report:

M/s. PKF Sridhar & Santhanam LLP have carried out the Audit for the financial yearunder review.

The Auditors' Report to the Shareholders for the year under review does not contain anyqualifications.

(ii) Cost Auditor and Cost Audit Report:

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the Cost Records of the Company relatingto "Stainless Steel Pressure Cookers and Cookware" are required to be audited.

The Board of Directors on the recommendation of the Audit Committee appointed Mr. V.Kalyanaraman as Cost Auditor of the Company for the financial year 2019-20 and fixed hisremuneration.

Mr. V. Kalyanaraman has confirmed that his appointment is within the limits of theSection 141 of the Companies Act 2013 and has also certified that he is free from anyprovisions of Section 141 of the Companies Act 2013.

The Audit Committee also received a Certificatefrom the Cost Auditor certifying theindependence and arm's length relationship with the Company.

Pursuant to the provisions of Section 148 of the Companies Act 2013 and the Rules madethereunder the approval of the Members is sought by means of an Ordinary Resolution forthe remuneration payable to Mr. V. Kalyanaraman Cost Auditor under Item No.4 of theNotice convening the Annual General Meeting.

The Cost Audit Report for the year ended 31st March 2020 will be placedbefore the Audit Committee and the Board Of Directors of the Company and filed on orbefore the due date.

(iii) Secretarial Auditor and Secretarial Audit Report:

The Board had appointed Mr. Parameshwar G. Hegde Company Secretary in Whole-timePractice to carry out Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial year 2019-20 The Report of the Secretarial Auditorin Form MR-3 is annexed to this report as Annexure "G". The report does notcontain any qualification.

(h) Transfer to Investor Education and Protection Fund:

??Unclaimed Dividends for the year ended 31st March 2011:

Your Company has transferred a sum of Rs. 1270740 during the financial year 2019-20to the Investor Education and Protection Fund established by the Central Government incompliance with Section 205C (2) of the Companies Act 1956. The said amount representsthe unclaimed dividends for the year ended 31st March 2011 which were lying unclaimedwith the Company for a period of seven years from their respective due dates of payment.

Transfer of Shares to the Demat Account of the IEPF Authority:

In accordance with the Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 and as amended from time to time yourCompany transferred 4405 Equity Shares of Rs. 10 each fully paid-up in respect of whichthe dividends unclaimed / unpaid for a period of seven consecutive years.

(i) Disclosure with respect to Demat suspense account / unclaimed suspense account:

Your Company does not have any Unclaimed Shares.

(j) Conservation of Energy:

The prescribed under Rule 8(3) of The Companies (Accounts) Rules 2014 relating toconservation of energy technology absorption foreign exchange earnings and outgo arefurnished in the Annexure D to this Report.

(k) Particulars of Employees:

The information required under Section 197 of the Companies Act 2013 and the Rulesmade thereunder are annexed to this Report as Annexure E & Annexure F.

(l) Subsidiary Company:

Your Company has an overseas subsidiary by name TTK British Holdings Limited(TTK Brit) which was incorporated in the United Kingdom on 24th March 2016 andcapitalized during the FY 16-17. TTK British Holdings Ltd. entire share capital of HorwoodHomewares Limited which is the operating subsidiary. During the year Horwood HomewaresLimited established a subsidiary Horwood Life Limited in which it holds 51% equity. Thissubsidiary was formed to acquire Ecosoul life business in Australia.

Pursuant to Sec.129(3) of Companies Act 2013 the Consolidated Financial Statementsare attached to this Annual Report. The particulars of all the subsidiaries in theprescribed format

AOC- 1 is also attached to the financial statements.

In accordance with Sec.136 of the Companies Act 2013 the Financial Statements of eachof the subsidiaries are available on the website of the Company

(m) Loans Guarantees and Investments under Section 186 of the Companies Act2013:

During the year your Company had not given any loan provided any guarantee or madeany investment under Section 186 of the Companies Act 2013 except for investments made inthe equity capital of the wholly owned UK subsidiary TTK British Holdings Limited to theextent of GBP 5 million. Your Company holds 1440 equity shares of Rs. 10 each in TTKHealthcare Limited and 18700000 shares of GBP 1 each in TTK British Holdings Limited.

(n) Significant and Material Orders passed by the Regulators or Courts:

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

(o) Whistle Blower Policy:

In accordance with the provisions of Section 177(9) of the Companies Act 2013 and theRules made thereunder and also SEBI (LODR) Regulations 2015 your Company has in place avigil mechanism termed as Whistle Blower Policy for directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct or Ethics Policy or Insider Trading Policy which also providesfor adequate safeguards against victimization of director(s)/employee(s) who avail of themechanism and also provide for direct access to the Corporate Governance Officer/Chairmanof the Audit Committee/ Chairman of the Board in exceptional cases. The Whistle BlowerPolicy is made available on the website of the Company

(p) Obligation of your Company under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:

Your Company has adopted a policy for prevention of Sexual Harassment of Women atWorkplace and has constituted the necessary Committee/(s) for implementation of the saidpolicy and deal with any complaints. During the year 2019-20 there were no complaints.Your Company regularly conducts awareness programmes across its units in this regard.

(q) Registered Office:

There has been no change in the location of the Registered Office of your Company.


As required by Sec.134 (5) read with Sec.134 (3)(c) of the Companies Act 2013 yourDirectors confirm a. that in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating tomaterial departures; b. that they have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Companyat the end of the financial year and of the profit or loss of the Company for that period;c. that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d.that they have prepared the annual accounts on a going concern basis; e. they have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and f. they have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.


Your Directors deeply appreciate and acknowledge the significant

Company by the Bankers Financial Institutions and the employees of the Company.

Date: 25th June 2020 For and on behalf of the Board
Place : Bengaluru (T.T. JAGANNATHAN)
Registered Office:
Plot No.38 SIPCOT Industrial Complex
Hosur – 635 126
Tamil Nadu



As on the Financial Year Ended 31st March 2020

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014] I. REGISTRATION AND OTHER DETAILS

(i) CIN : L85110TZ1955PLC015049
(ii) Registration Date : 22nd October1955
(iii) Nameof theCompany : TTK PRESTIGE LIMITED
(iv) Category / Sub-Category of the Company : Company having Share Capital
(v) AddressoftheRegisteredOfficeandContactDetails : No.38 SIPCOT Industrial Complex Hosur 635 126
Tel: 04344 –276 655 / 755
(vi) Whether Listed Company : Yes
(vii) Name Address and Contact details of Registrar and : M/s KFin Technologies Private Limited
Transfer Agent if any (formerly Karvy Fintech Private Limited)
Karvy Selenium Tower B Plot 31-32 Gachibowli
Financial District Nanakramguda Hyderabad – 500 032
Phone Nos: 040 6716 1653


All the business activities contributing 10% or more of the total turnover of theCompany shall be stated:

Sl. No. Name and Description of main products /services NIC Code of the Product/Service % to total turnover of the Company
(1) Pressure Cookers 25994 30.78
(2) Cookware 25994 15.06
(3) Gas Stove 27504 13.50
(4) Mixer 27501 12.03


Sl. No. NameandAddressofthe Company CIN / GLN Holding/Subsidiary/ Associate %of Sharesheld Applicable Section
1 TTK British Holdings Limited Avonmouth Way United Kingdom BS11 9HX Subsidiary 100 Section 2(87)
2 Horwood Homewares Limited Avonmouth Way United Kingdom BS11 9HX Subsidiary of TTK British Holdings Limited 100 NA
3 Horwood Life Limited Avonmouth Way United Kingdom BS11 9HX Subsidiary of Horwood Homewares Limited 51 NA

IV SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Shareholding:

beginning of the year

end of the year

Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoters
1 Indian
(a) Individual / HUF 1147899 - 1147899 9.94 1377447 - 1377447 9.94 -
(b) Central Govt. - - - - - - - - -
(c) / State Govt(s) - - - - - - - - -
(d) Bodies Corporate TTK Healthcare Limited 14800 - 14800 0.13 17760 - 17760 0.13 -
(e) Financial Institutions/ Banks - - - - - - - - -
(f) Any Other - - - - - - - -
T.T. Krishnamachari & Co. represented by its Partners 6970334 - 6970334 60.34 8364400 - 8364400 60.34 -
Sub-Total (A)(1) 8133033 - 8133033 70.41 9759607 - 9759607 70.41 -
2 Foreign
(a) NRIs – Individuals - - - - - - - - -
(b) Other – Individuals - - - - - - - - -
(c) Bodies Corporate - - - - - - - - -
(d) Banks / FI - - - - - - - - -
(e) Any other - - - - - - - - -
Sub-total (A)(2) - - - - - - - - -
Total Shareholding of Promoter (A) = (A)(1) + (A)(2) 8133033 - 8133033 70.41 9759607 - 9759607 70.41 -
B. Public Shareholding
1 Institutions
(a) Mutual Funds 1014434 100 1014534 8.78 1442457 120 1442577 10.41 1.63
(b) Banks and FIs 2549 100 2649 0.02 6897 120 7017 0.05 0.03
(c) Central Government - - - - - - - - -
(d) State Government - - - - - - - - -
(e) Venture Capital Funds - - - - - - - - -
(f) Insurance Companies - - - - - - - - -
Foreign Institutional
(g) Investors (Portfolio investors) 1152753 - 1152753 9.98 1363977 - 1363977 9.84 (0.14)
(h) Foreign Venture Capital Funds
Others (specify) Foreign
(i) Nationals 74 - 74 - 145 - 145 - -
Sub-Total (B)(1) 2169810 200 2170010 18.78 2813476 240 2813716 20.30 1.52
2 Non-Institutions
(a) Bodies Corporates
(i) Indian - - - - - - - - -
(ii) Overseas - - - - - - - - -
(b) Individuals
Individual Shareholders holding Nominal Share b(i) Capital up to Rs. 1 lakh Individual Shareholders 710917 104337 815254 7.06 875075 105284 980359 7.07 0.01
b(ii) holding Nominal Share CapitalinexcessofRs.1lakh 84283 20160 104443 0.90 - 24192 24192 0.17 (0.73)
(c) Others (specify) NBFCs 642 - 642 0.01 184 - 184 - (0.01)
Bodies Corporate 210735 1100 211835 1.83 122791 1300 124091 0.90 (0.93)
CLEARING MEMBERS 10591 - 10591 0.09 6172 - 6172 0.04 (0.05)

IV SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Shareholding:

NON RESIDENT INDIANS 26028 100 26128 0.23 36567 120 36687 0.26 0.03
NRI (Non Repatriable) 9920 - 9920 0.09 16170 - 16170 0.12 0.03
TRUSTS 294 - 294 0.00 908 - 908 0.01 0.01
IEPF 41213 - 41213 0.36 50198 - 50198 0.36 0.00
Alternative Investment Fund 27806 - 27806 0.24 48978 - 48978 0.35 0.11
Qualified Institutional Buyer - - - - 140 - 140 - -
Sub-Total (B)(2) 1122429 125697 1248126 10.81 1157183 130896 1288079 9.29 (1.52)
Total Public Sharehold- ing (B) = (B)(1) + (B)(2) 3292239 125897 3418136 29.59 3970659 131136 4101795 29.59 -
Non_Promoter – Non
C. Public Shaeholder
Shares held by Custodi- ans for GDRs/ADRs - - - - - - - - -
Grand Total (A+B+C) 11425272 125897 11551169 100.00 13730266 131136 13861402 100.00 -

(ii) Shareholding of Promoter

Shareholding at the beginning of Shareholding at the end of the year

Sl. No. Shareholder's Name No. of Shares % of the year Total Shares ofthe Company %ofShares Pledged / encumbered toTotal Shares No. of Shares % of Total Shares ofthe Company %ofShares Pledged / encumbered to Total Shares % Changein Sharehold- ing during the year
1 T.T. Krishnamachari &
Co. represented by its
Partners 6970334 60.343 0 8364400 60.343 0 0
2 T.T. Jagannathan 357237 3.092 0 428684 3.092 0 0
3 T.T. Mukund 274830 2.379 0 329766 2.379 0 0
4 T.T. Venkatesh 267003 2.311 0 320403 2.311 0 0
5 T.T. Lakshman 246829 2.137 0 296194 2.137 0 0
6 TTK Healthcare Limited 14800 0.128 0 17760 0.128 0 0
7 T.T. Raghunathan 2000 0.017 0 2400 0.017 0 0
Total 8133033 70.407 0 9759607 70.407 0 0

(iii) Change in Promoters' Shareholding (Please specify if there is no change)

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of shares

% of total shares of the company

Changes if any *

% of total shares No. of shares of the company

1 T.T. Krishnamachari & Co. represented by its Partners 6970334 60.343 1394066 8364400 60.343
2 Mr. T.T. Jagannathan 357237 3.092 71447 428684 3.092
3 Mr. T.T. Mukund Sold 274830 2.379 (24) 329766 2.379
Bonus 54960
4 Mr. T.T. Venkatesh 267003 2.311 53400 320403 2.311
5 Mr. T.T. Lakshman 246829 2.137 49365 296194 2.137
6 TTK Healthcare Limited 14800 0.128 2960 17760 0.128
7 T.T. Raghunathan 2000 0.017 400 2400 0.017

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Shareholding at the beginning of the year

Shareholding at the end of the year

Change in shareholding

Sl. No. For each of the Top 10 Shareholders No. of Shares % of Total Shares of the Company No. of Shares % of Total Shares of the Company No. of Shares % of Total Shares of the Company
1 Axis Mutual Fund Trustee Limited 926138 8.02 1049847 7.57 123709 0.45
2 Nalanda India Equity Fund Limited 403465 3.49 484158 3.49 80693 0
3 Franklin India Smaller Companies Fund 0 0 155505 1.12 155505 1.12
4 Wellington Trust Company National Association 127168 1.10 104995 0.76 (22173) (0.34)
5 Catamaran Advisors LLP 104744 0.91 0 0 (104744) (0.91)
6 SBI small cap Fund 0 0 92500 0.67 92500 0.67
7 Schroder International Selection Fund 91087 0.79 108952 0.79 17865 0
8 Emblem FII 79121 0.68 94945 0.68 15824 0
9 Sundaram Mutual Fund 67693 0.59 60000 0.43 7693 (0.16)
10 Ishares Core Emerging Markets Mauritius Co 63931 0.55 60160 0.43 3771 (0.12)
11 Suresh Kumar Agarwal 55283 0.48 0 0 (55283) (0.48)
12 Tata Aia Life Insurance Co Ltd Unit Linked India C 50000 0.43 64550 0.47 14550 0.04

(v) Shareholding of Directors and Key Managerial Personnel (KMP):

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of shares % of total shares of the company Changes if any * No. of shares % of total shares of the company
1 Mr. T.T. Jagannathan - Chairman 357237 3.092 71447 428684 3.092
2 Mr. T.T. Raghunathan – Vice Chairman 2000 0.017 400 2400 0.017
3 Mr. Chandru Kalro – Managing Director 100 - 20 120 -
4 Mr. K Shankaran – Secretary & Director 1342 0.011 268 1610 0.011
5 Dr.(Mrs.) Vandana Walvekar - Director 1172 0.010 234 1406 0.010
6 Mr. T.T. Mukund Sold 274830 2.379 (24) 329766 2.379
Bonus 54960
7 Mr. Arun Thiagarajan Purchased 490 0.004 1400 1988 0.014
Bonus 98

V. INDEBTEDNESS (Rs. In lakhs)

Indebtedness of the Company including interest outstanding / accrued but not due forpayment:

Particulars Secured Loans excluding Deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year:
(i) Principal Amount 0 0 0 0
(ii) Interest due but not paid 0 0 0 0
(iii) Interest accrued but not due 0 0 0 0
Total (i)+(ii)+(iii) 0 0 0 0
Change in Indebtedness during the financial year:
Addition 0 0 0 0
Reduction 0 0 0 0
Net Change 0 0 0 0
Indebtedness at the end of the financial year
(i) Principal Amount 0 0 0 0
(ii) Interest due but not paid 0 0 0 0
(iii) Interest accrued but not due 0 0 0 0
Total (i)+(ii)+(iii) 0 0 0 0


A. Remuneration to Managing Director Whole-time Directors and/or Manager: (Rs. Inlakhs)

Name of MD / WTD / Manager

Sl. No. Particulars of Remuneration Mr. Chandru Kalro Mr. K. Shankaran Total Amount
(Managing Director & CEO) (Wholetime Director & Secretary)
(1) Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 109.56 87.66 197.22
(b) Value of perquisites u/s 17(2) of Income-tax Act 1961 23.26 18.98 42.24
(c) Profits in lieu of Salary u/s 17(3) of Income-tax Act 1961 - - -
(2) Stock Option - - -
(3) Sweat Equity - - -
(4) Commission 213.68 200.33 414.01
As % of Profit - - -
Others specify - - -
(5) Others please specify - - -
Total 346.50 306.97 653.47

B. Remuneration to Other Directors: (Rs. In lakhs)

Sl.No. Particulars of Remuneration

Total Amount

(1) Independent Directors RS VW AKT MN DKK Dhruv Total Amount
Fee for attending Board Committee Meetings 5.00 2.50 5.00 3.00 5.00 2.50 23.00
Commission 19.00 19.00 19.00 19.00 19.00 19.00 114.00
Others please specify - - - - - - -
Total (1) 24.00 21.50 24.00 22.00 24.00 21.50 137.00
(2) Other Non-Executive Directors TTJ TTR TTM
Fee for attending Board Committee Meetings 3.00 1.50 2.50 7.00
Commission 534.21 19.00 19.00 572.21
Others please specify 63.49 - - 63.49
Total (2) 600.70 20.50 21.50 642.70
Total (B) = (1) + (2) 624.70 42.00 45.50 22.00 24.00 21.50 779.70
Total Managerial Remuneration 1433.17
Overall ceiling as per the Act 2938.16

RS - Mr. R. Srinivasan VW - Dr. (Mrs.) Vandana R. Walvekar AKT -Mr. Arun K. Thiagarajan MN- Mr. Murali Neelakantan DKK - Mr. Dileep K.Krishnaswamy Dhruv – Mr. Dhruv Moondhra TTJ - Mr. T. T. Jagannathan TTR- Mr. T. T. Raghunathan TTM - Mr T. T. Mukund

C. Remuneration to Key Managerial Personnel (KMP) other than MD / WTD / Manager:

(Rs. In lakhs)

1 Particulars of Remuneration Key Managerial Personnel Mr. V. Sundaresan Chief Financial Officer
(1) Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 106.40
(b) Value of perquisites u/s 17(2) of Income-tax Act 1961 6.37
(c) Profits in lieu of Salary u/s 17(3) of Income-tax Act 1961 -
(2) Stock Option -
(3) Sweat Equity -
(4) Commission
As % of Profit -
Others specify -
(5) Others please specify -
Total 112.77


Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority [RD / NCLT COURT] Appeal made if any
Punishment NONE
Punishment NONE
Punishment NONE