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Directors Report of Triton Valves Ltd.

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the 41st Annual Report along with the audited financial statements for the financial year ended March 31,2017.

1. Performance Highlight

(Rs. in lakhs)

Income

2016 - 17

2015 - 16

Revenue from operations

18,687.74

16,543.72

Other income

204.14

15.35

Total income

18,891.88

16,559.07

Expenses

Operating expenditure

16,373.45

14,411.99

Earnings before interest,

Depreciation and tax

2,518.43

2,147.09

Depreciation and amortization

expense

991.13

773.74

Finance costs

494.88

496.32

Profit/ (Loss) before tax

1,032.42

877.02

Tax expense

203.98

179.83

Net Profit / (Loss) after tax

828.45

697.19

Earnings / (Loss) per share (Basic

83.68

70.42

/ Diluted) (Rs.) (Face Value of Rs.10/-

each)

2. Business Operations

Your Company''s net revenue from operations increased by 12.95% to Rs.18,687.74 lakhs from Rs.16,543.72 lakhs in the previous year. Profit before tax increased to Rs.1,032.42 lakhs from the previous year''s level of Rs.877.02 lakhs representing an increase of 17.72%. The profit after tax was Rs.828.45 lakhs, registering a growth of 18.82% over the PAT of Rs.697.19 in the previous year.

3. Dividend

Based on the Company''s performance, your Directors are pleased to recommend a dividend of Rs.15/- per Equity Share (150 %) of Rs.10/- each for the Financial Year ended March 31, 2017.

4. Reserves

The Reserves of the Company increased by 14.76% to Rs.6,440.34 lakhs as against Rs.5,611.89 lakhs in the previous year. In view of higher available disposable profits, an amount ofRs.300 lakhs has been transferred to General Reserve during the current year.

5. Prospects for the Financial Year 2017-18

Your Company''s prospects are directly linked to those of the automobile and tyre industries. The automobile and tyre industries are expected to put up an improved performance compared to the previous year. Analysts and Industry watchers expect the automobile industry to grow by 10% and the tyre and tube industry to grow by 7-8%. Hence, your Company has a positive outlook for the year ahead.

6. Change in the nature of business

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

7. Deposits

Your Company has not accepted deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. Subsidiaries/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 as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The requisite certificate from the Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI (Listing Obligations and Disclosure 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 eligible for re-appointment.

Dr. B R Pai (DIN 00184753), Independent Director of the Company completed his first term as an Independent Director and as per the provisions of Section 152, he shall be eligible for re- appointment on passing of the Special Resolution.

Mr. Tamhant Jain (DIN: 02787785) was appointed by the Board as an Independent Director (Additional Director) of the Company with effect from February 3, 2017 and his appointment will be subject to approval of the Shareholders.

Your Board recommends both the above appointments.

Mr. V Sridhar retired as the Chief Financial Officer of the Company with effect from close of business hours on September 30, 2016.

Mr. Srikanth Shenoy was appointed as Chief Financial Officer of the Company w.e.f. October 21,2016 pursuant to Section 203 of the Companies Act, 2013.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

H. Auditors

Messrs Brahmayya and Co., Chartered Accountants having ICAI Firm Reg. No. 000515S, have expressed their inability to continue as Statutory Auditors of the Company w.e.f the ensuing Annual General Meeting.

The Board of Director places on record its appreciation to the services rendered by Messrs Brahmayya and Co. as the Statutory Auditors of the Company .

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 9,2017, proposed to appoint Messrs Deloitte, Haskins & Sells LLP having ICAI Firm Reg. No. 117366W/W-100018 as Statutory Auditors of the Company for a period of 5 years from the conclusion of the 41st Annual General Meeting till the conclusion of the fifth Annual General Meeting thereafter, subject to the approval of the members of the Company at the ensuing Annual General Meeting. The Audit Report does not contain any qualification, reservation or adverse remark.

12. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made there under, the Company has appointed Mr. Parameshwara G Bhat, Practicing Company Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure I and forms an integral part of this Report. The Secretarial Audit Report 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 (Cost Records and Audit) Amendment Rules, 2014, the Company had appointed Messrs Rao, Murthy and Associates, Cost Accountants, (Firm Registration No. 000065) to audit the cost accounts of the Company for the financial year 2016-17 on a remuneration of Rs.1,00,000/. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Shareholders’ ratification for the remuneration payable to Messrs Rao, Murthy and Associates, Cost Accountants is included at Item No. 10 of the Notice convening the Annual General Meeting.

14. Directors'' responsibility statement

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

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

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit ofthe Company for that period;

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

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. Board meetings

The Board of Directors met five (5) times on April 11, 2016, May 20, 2016, July 29, 2016, October 21, 2016 and February 3, 2017. The maximum interval between any two meetings did not exceed 120 days. The Agenda of the meetings were circulated to the Directors in advance, minutes of meetings of Board of Directors were circulated amongst the Directors for their perusal.

16. Committees of the Board

In accordance with the Companies Act, 2013 and the Listing requirements, following five Committees of the Board continued to discharge their respective functions and duties:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Corporate Governance Report" as part of this Annual Report.

17. Board Evaluation

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The Board of Directors has expressed its satisfaction with the evaluation process.

The Company has laid down criteria and policy on evaluation of the performance of the Board, its Committees and Independent Directors as per the Companies Act, 2013 and same is available in the Company''s website: www.tritonvalves.com

18. Remuneration Policy

The Policy had been laid down by the Nomination and Remuneration Committee for remuneration of Directors, KMP and other employees and the criteria formulated by the Committee for determining qualifications, positive attributes of Independent Directors is appended as Annexure II to this Report and the same is available in the Company''s website: www.tritonvalves.com.

19. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not given any loans or provided any guarantees or made any investments.

20. Related Party Transactions

Contracts/arrangements/transactions entered by the Company during the financial year with 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/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Company has formulated a policy on related party transactions and same is available in the Company''s website: www.tritonvalves.com. The Particulars of contracts/arrangement made with related parties as required under clause (h) of Sub-section (3) of Section 134 of the Companies Act 2013 and Rule (8)(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is provided in Annexure III to the Board''s Report.

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 Companies Act, 2013 is set out in the Annexure IV to the Board''s Report.

22. Significant & material orders passed by the Regulators

The Company has not received any significant/material orders from the Statutory Regulatory 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 responsibilities of the Committee and same is available in Company''s website: www. tritonvalves.com

24. Vigil Mechanism

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company www.tritonvalves.com.

25. Extract of Annual Return

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

26. Material changes and commitments

There are no changes or commitments made, affecting the financial position of the Company during the financial year ended March 31, 2017 and also till the date of this report.

27. Employee Relations

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

28. Particulars of Employees

The table exhibiting the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI to the Board''s Report.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Triton Valves Limited''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Policy on Prevention of Sexual Harassment at Workplace had already been implemented as per the directives of Supreme Court. Further, the same policy had been amended recently in line with the recent amendments. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Committee was formed including an outside member to oversee the effective implementation.

No complaints were received during the year ended March 31, 2017.

30. 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 to maintain the same standard of the control systems and in managing any default on timely basis because of strong reporting mechanisms followed by the Company.

31. Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility Committee and has formulated a policy of CSR and same is available in Company''s website www. tritonvalves.com. The Annual report on the CSR activities is appended as Annexure VII to the Board''s Report.

32. Recognition of R & D Centre

The Company had applied for recognition for its inhouse R&D Center during the previous year with the Department of Scientific and Industrial Research (DSIR). The Directors are proud to inform the Shareholders that the recognition has been obtained with effect 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 their continued support to your Company''s growth.

Your Directors place on record their appreciation for the support given by HDFC Bank, DBS Bank, Kotak Mahindra Bank and Yes Bank for meeting the long term and working capital needs ofthe Company.

The Board is grateful to the State Government for their continued support to the Company''s activities.

Your Directors are thankful to the esteemed Shareholders for their support and encouragement. They also wish to place on record their appreciation for the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Place: Bengaluru S.K.Welling

Date:May9,2017 Chairman


Mar 31, 2016

The Directors have pleasure in presenting the Fortieth Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2016.

1. Financial Results

During the year under review, the Company achieved the following financial results:

2015 - 2016 (Rs. Lakhs)

2014 - 2015 (Rs. Lakhs)

Total Income

16,559.08

16,983.19

Profit Before Tax

877.03

978.47

Provision for Taxation

179.83

237.75

Profit After Tax

697.19

740.71

Add: (a) Balance Brought Forward

648.28

351.84

Profit available for appropriation

1,345.47

1,092.55

Appropriations

Proposed Dividend on equity shares

118.80

118.80

Tax on Dividend

23.51

25.47

General Reserve

300.00

300.00

Balance Carried Forward

903.16

648.28

1,345.47

1,092.55

2. Business Operations

Your Company’s sales revenue net of excise duty and discount decreased by 2.3% to Rs. 165.44 crores from Rs. 169.50 crores in the previous year. Profit Before Tax decreased to Rs. 877.12 lakhs from the previous year’s level of Rs. 978.47 lakhs representing a decrease of 10%. Profit After Tax decreased by 5.87% over the previous year to Rs. 697.19 lakhs. The decrease in sales turnover and profit was on account of a decrease in selling prices in line with reductions in raw material costs. Volume sales actually grew up by 3% during the year.

3. Dividend

Your Directors are pleased to recommend a dividend of Rs.12/- per Equity Share (120 %) of Rs10/- each for the Financial Year ended March 31, 2016.

4. Reserves

The Reserves of the Company increased by 10.97% to Rs. 56.12 crores against Rs. 50.57 crores in the previous year. In view of higher available disposable profit, as amount of Rs. 3 crores has been transferred to General Reserve during the current year.

5. Prospects for the Financial Year 2016-17

Your Company’s prospects are directly linked to those of the automobile and tyre industries. Both these industries are expected to grow during the year ahead. Analysts and industry watchers expect the automobile industry to grow by 5-7% and the tyre industry by 5% during the year ahead. Hence your Company has a positive outlook for the year ahead.

6. Change in the nature of business

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

7. Deposits

Your Company has not accepted deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. Subsidiaries

The Company does not have any subsidiary company.

9. Corporate Governance and Management Discussion and Analysis Report

Pursuant to listing agreement with Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company’s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

10. Changes in the Board of Directors and Key Managerial Personnel

Mrs. Anuradha M. Gokarn (DIN:00185509) retires by rotation at the Annual General Meeting and being eligible, has offered herself for re-appointment.

Mr. S K Welling (DIN 00050943), Independent Director and Chairman of the Company is proposed to be appointed as Independent Director pursuant to the applicable provisions of the Companies Act, 2013.

Ms. Apoorva G was appointed as Company Secretary (CS) of the Company w.e.f July 15, 2015 pursuant to Section 203 of the Companies Act, 2013.

11. Auditors

Messrs Brahmayya & Co., Chartered Accountants, Bengaluru, were appointed as Statutory Auditors of the Company by the shareholders at the AGM held on August 14, 2014. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Messrs Brahmayya & Co., Chartered Accountants as Auditors of the Company is placed for ratification by the shareholders at the ensuing Annual General Meeting. The Company has received a certificate from the auditors to the effect that their appointment will be in accordance with the provisions of Section 141 of the Companies Act, 2013.

12. Secretarial Audit

The Board of Directors of the Company had appointed Messrs S Kedarnath & Associates, Practicing Company Secretaries to conduct the Secretarial Audit pursuant to the provisions of Section 204 of the aforesaid Act for the financial year ended March 31, 2016. The Secretarial Audit Report forms part of the Annual Report as Annexure I of the Board’s Report.

13. Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company were required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Rao, Murthy and Associates, Cost Accountants, (Firm Registration No. 000065) to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs. 1,00,000/. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member’s ratification for the remuneration payable to Messrs Rao, Murthy and Associates, Cost Accountants is included at Item No. 9 of the Notice convening the Annual General Meeting.

14. Directors’ responsibility statement

As per Section 134(3)(c) of the Companies Act, 2013 the Board of Directors makes the following statement:

(a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis;

(e) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Board meetings

The Board of Directors met 4 (Four) times during the financial year i.e., on May 22, 2015, July 20, 2015, October 27, 2015 and January 29, 2016. The maximum interval between any two meetings did not exceed 120 days.

16. Committees of the Board

In accordance with the Companies Act, 2013 and the Listing requirements, following five Committees of the Board continued to discharge their respective functions and duties:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Corporate Governance Report” as part of this Annual Report.

17. Declaration by an Independent Director

The Company has received declarations from all Independent Director under Section 149(7) of the Companies Act, 2013 complied according to the provisions of Section 149(6) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) of the said Act.

18. Annual Evaluation of performance of the Board, its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance and the Directors individually.

The Company has laid down criteria and policy on evaluation of the performance of the Board, its Committees and Independent Directors as per the Companies Act, 2013 and same is available in the Company’s website. www.tritonvalves.com

19. Remuneration Policy

The Policy had been laid down by the Nomination and Remuneration Committee for remuneration of Directors, KMP and other employees and the criteria formulated by the Committee for determining qualifications, positive attributes of Independent Directors is appended as Annexure II to this Report and the same is available in the Company’s website: www.tritonvalves.com.

20. Particulars of Loans, Guarantees or Investments

During the year of review, the Company has not given any loans or provided any guarantees or made any investments during the financial year.

21. Related Party Transactions

The Company has formulated a policy on related party transactions and same is available in the Company’s web site. www.tritonvalves.com. The Particulars of contracts/ arrangement made with related parties as required under clause (h) of Sub-section (3) of Section 134 of the Companies Act 2013 and Rule (8)(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is provided in Annexure III to the Board’s Report.

22. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings & Outgo

The Information required to be furnished pursuant to Section 134(3)(m) of the Companies Act 2013 is set out in the Annexure IV to the Board’s Report.

23. Significant & material orders passed by the Regulators

The Company has not received any significant/material orders from the Statutory Regulatory bodies/ Courts/Tribunals which effect the operations/status of the Company.

24. Risk Management Policy

The Risk Management Committee has been constituted defining role and responsibilities of the Committee and same is available in Company’s web site. www.tritonvalves.com

25. Vigil Mechanism:

The Company has established a Whistle Blower Policy for Directors and employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and same displayed in the Company’s website; www.tritonvalves.com.

26. Extract of Annual Return

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report in Annexure V of the Board’s Report.

27. Material changes and commitments

There are no changes or commitments made, affecting the financial position of the Company during the financial year ended March 31, 2016 and also till the date of this report. The depreciation on the assets of the Company has been re-cast in line with Companies Act, 2013 and to that extent affecting results of the Company.

28. Employee Relations

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

29. Particulars of Employees

The table exhibiting the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI to the Board’s Report.

30. Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Triton Valves Limited’s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Policy on Prevention of Sexual Harassment at Workplace had already been implemented as per the directives of Supreme Court. Further, the same policy had been amended recently in line with the recent amendments. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Committee had been formed including the outside member to oversee the effective implementation.

No complaints were received during the year ended March 31, 2016.

31. Details of adequacy of internal financial controls

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standard of the control systems and in managing any default on timely basis because of strong reporting mechanisms followed by the Company.

32. Corporate Social Responsibility:

The Company has constituted a Corporate Social Responsibility Committee and has formulated a policy of CSR and same is available in Company’s website www.tritonvalves.com. The Annual report on our CSR activities is appended as Annexure VII to the Board’s Report.

33. Recognition of R & D Centre

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

34. Appreciation

Your Directors thank the customers and vendors for their continued support to your Company’s growth. Your Directors place on record their appreciation of the support given by HDFC Bank, DBS Bank, Kotak Mahindra Bank and Yes Bank for meeting the long term and working capital needs of the Company.

The Board is are grateful to the State Government for their continued support to the Company’s activities.

Your Directors are thankful to the esteemed Shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

S.K.Welling

Chairman

Place: Bengaluru

Date: May 20, 2016


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty-eighth Annual Report together with the Audited Accounts for the year ended 31st March 2014.

1. Financial Results

During the year under review, the Company achieved the following financial results:

31.03.2014 31.03.2013 (Rs. Lakhs) (Rs. Lakhs)

Total Income 16067.43 14502.29

Profit Before Tax 390.72 341.53

Provision for Taxation 100.01 119.52

Profit After Tax 290.71 222.01

Add: (a) Balance Brought Forward 453.18 511.71

Profit available for appropriation 743.89 733.72

Appropriations

Proposed Dividend on equity shares 79.20 69.30

Tax on Dividend 12.85 11.24

General Reserve 300.00 200.00

Balance Carried Forward 351.84 453.18

743.89 733.72

2. Dividend

Your Directors are pleased to recommend a dividend of Rs 8/- per Equity Share (80 %) for the Financial Year ended 31st March 2014.

3. Performance

The Company''s sales turnover net of excise duty and discount increased by 11% to Rs.160.60 crore against Rs. 144.47 crore in the previous year. Operating Profit Margin improved on account of the effective cost control measures implemented during the year. Profit Before Tax increased to Rs.391 lakhs from the previous year''s level of Rs.342 lakhs representing an increase of 14.43 %. Profit After Tax increased by 30% over the previous year to Rs. 290.71 lakhs.

4. Prospects for the Financial Year 2014-15

Your Company expects to perform well in the year ahead. The automotive industry is expected to show some improvement in the second half of the Financial Year. The stable new government at the center is expected to take many steps to revive the economy to a better level of growth. The opening of new customer accounts, increasing market share in key market segments and increasing product offerings to customers is also expected to improve the prospects for the year ahead.

5. Board of Directors

Dr.B.R.Pai retires by rotation at the Annual General Meeting and being eligible has offered himself for re- appointment.

6. Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

7. Particulars of Employees

In terms of the provisions of Section 217(2a) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the annexure to the Directors'' Report. However, having regard to the provisions of section 219(1)(b)(4) of the Companies act 1956, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and other entitled thereto. Any Member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered Office of the Company.

8. Auditors

The Statutory Auditors of the Company, M/s Brahmayya & Co., Bangalore, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

9. Cost Audit

Cost Audit under Section 233B of the Companies Act 1956 is applicable to your Company for the Financial Year 2013-14. The due date for filing the cost audit report with the Ministry of Corporate Affairs is 30th September 2014. The Company has appointed Rao, Murthy & Associates as the Cost Auditors for the year ended 31st March 2014. The report shall be filed by the Company before the due date.

10. Employee Relations

Employee relations continued to be cordial during the year.

11. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings & Outgo

Information required to be furnished pursuant to Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules 1988 is set out in the Annexure to this report.

12. Listing with Stock Exchanges

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with the Stock Exchange Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 and that the Company has paid the listing fees up to date.

13. Directors'' Responsibility Statement as required under Section 217(2AA) of the Companies'' Act 1956

Your Directors, on the basis of information made available to them by the Management and the Auditors wish to place on record:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Annual Accounts have been prepared on a going concern basis

14. Secretarial Compliance Certificate

The Compliance Certificate obtained from a Company Secretary in whole time practice in accordance with Section 383(A) of the Companies Act 1956 and the rules made thereunder is annexed to this report.

15. Recognition of R & D Centre

The Company had applied for recognition for its in-house R&D Center during the year with the Department of Scientific and Industrial Research (DSIR). We wish to inform our shareholders that the recognition had been obtained with effect from 28th January 2014 and is valid up to 31 st March 2016.

16. Appreciation

Your Directors thank the customers and vendors for their continued support to your Company''s growth. Your Directors place on record their appreciation of the support given by HDFC Bank, Standard Chartered Bank, Citibank, Kotak Mahindra Bank and ICICI Bank for meeting the long term and working capital needs of the Company.

Your Directors are grateful to the State Government for their continued support to the Company''s activities.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Bangalore S.K.Welling

30th May 2014 Chairman


Mar 31, 2013

The Directors have pleasure in presenting the Thirtyseventh Annual Report together with the Audited Accounts for the year ended 31st March 2013.

1. Financial Results

During the year under review, the Company achieved the following financial results :

31.03.2013 31.03.2012 (Rs. Lakhs) (Rs. Lakhs)

Total Income 14502.29 14425.22

Profit Before Tax 341.53 308.76

Provision for Taxation 119.52 101.48

Profit After Tax 222.01 207.28

Add: (a) Balance Brought Forward 511.71 484.97

Profit available for appropriation 733.72 692.25

Appropriations

Proposed Dividend on equity shares 69.30 69.30

Tax on Dividend 11.24 11.24

General Reserve 200.00 100.00

Balance Carried Forward 453.18 511.71

733.72 692.25

2. Dividend

Your Directors are pleased to recommend a dividend of Rs.7/- per Equity Share (70 %) for the financial year ended 31st March 2013.

3. Performance

The Company''s sales turnover net of excise duty and discount increased to Rs. 144.47 crore as against Rs. 143.92 crore in the previous year. Sales volumes of valves and cores increased by 9% and 1% respectively. Operating Profit increased to 11.40% of Sales during the year from the previous year''s level of 9.74%. This was primarily on account of the good control exercised over raw material costs during the year. In spite of the increase in interest cost by Rs.2.11 crore, Profit Before Tax increased to Rs. 342 lakhs from the previous year''s level of Rs.309 lakhs representing an increase of 10.68%.

4. Prospects for the Financial Year 2013-14

The year ahead is expected to be a challenging one. Growth in the automobile industry has been impacted by high interest rates and high fuel costs. Most automobile OEMs are expected to grow very marginally during the year ahead. The Society for Indian Automobile Manufacturers (SIAM) has forecast an overall growth rate of 3-5% for the Financial Year 2013-14. Your Company aims to grow at a rate higher than that of the industry by opening new customer accounts, increasing market share in key market segments and increasing product offerings to customers. The Company has also launched an aggressive cost cutting drive to further improve the operating profit.

5. Board of Directors

Mr.S.K.Welling retires by rotation at the Annual General Meeting and being eligible has offered himself for re-appointment.

The Board deeply regrets the sad demise of its former Chairman Mr. M.R.Hosangady on 11th March 2013 and places on record its appreciation of the services rendered by him as a key member of the Board of Directors for over two decades.

Dr. M.N.Srinivasan resigned from the Board of Directors on health grounds with effectfrom 31st January 2013. The Board places on record its appreciation of the services rendered by Dr. M.N.Srinivasan as a key member of the Board for over three decades.

Mrs. Anuradha M. Gokarn, Managing Director retired from the position of Managing Director on 31st December 2012. Mrs. Gokarn took the mantle of leadership from the founder Managing Director Mr. M.V. Gokarn in extremely difficult circumstances upon his untimely demise in 1986. She led the Company to market leadership and further on to great heights during her tenure of 26 years. She continues to contribute to the Company in the capacity of a Non-executive Director. The Board places on record its appreciation of the valuable services rendered by her during her tenure as Managing Director.

6. Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

7. Particulars of Employees

In terms of the provisions of Section 217(2a) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the annexure to the Directors'' Report. However, having regard to the provisions of section 219(1)(b)(4) of the Companies act 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and other entitled thereto. Any member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered Office of the Company.

8. Auditors

The Statutory Auditors of the Company, M/s Brahmayya & Co., Bangalore, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

9. CostAudit

Cost Audit under Section 233B of the Companies Act 1956 is applicable to your Company for the Financial Year 2012-13. The due date for filing the cost audit report with the Ministry of Corporate Affairs is 27th September 2013. The Company has appointed Rao, Murthy & Associates as the Cost Auditors for the year ended 31st March 2013. The report shall be filed by the Company before the due date.

10. Employee Relations

Employee relations continued to be cordial during the year.

11. Conservation of Energy, TechnologyAbsorption, Exports and Foreign Earnings & Outgo

Information required to be furnished pursuant to Section 217(1)(e) of theCompaniesAct 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules 1988 is set out in the Annexure to this report.

12. Listing with Stock Exchanges

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with the Stock Exchange Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 and that the Company has paid the listing fees up to date.

13. Directors'' Responsibility Statement as required under Section 217(2AA)of theCompanies''Act 1956

Your Directors, on the basis of information made available to them by the Management and the Auditors wish to place on record:

(I) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) ThattheAnnualAccounts have been prepared on a going concern basis

14. Secretarial Compliance Certificate

The Compliance Certificate obtained from a Company Secretary in whole time practice in accordance with Section 383(A) of the CompaniesAct 1956 and the rules made thereunder is annexed to this report.

15. Appreciation

Your Directors thank the customers and vendors for their continued support to your Company''s growth. Your Directors place on record their appreciation of the support given by HDFC Bank, Standard Chartered Bank, Citibank, KotakMahindra Bank and ICICI Bank for meeting the long term and working capital needs of the Company.

Your Directors are grateful to the State Government for their continued support to the Company''s activities.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Bangalore S.K.Welling

29th May 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Thirtysixth Annual Report together with the Audited Accounts for the year ended 31st March 2012.

31.03.2012 31.03.2011 (Rs. Lakhs) (Rs. Lakhs)

1. Financial Results

Profit Before Taxx 308.76 889.83

Provision for Taxation 101.48 286.11

Profit After Tax 207.28 603.72

Add: (a) Balance Brought Forward 484.97 396.70

Profit available for appropriation 692.25 1000.42

2. Appropriations

Proposed Dividend on equity shares 69.30 99.00

Tax on Dividend 11.24 16.45

General Reserve 100.00 400.00

Balance Carried Forward 511.71 484.97

692.25 1000.42

3. Dividend

Your Directors are pleased to recommend a dividend of Rs.7/- per Equity Share (70%) for the financial year ended 31st March 2012.

4. Performance

The Financial Year 2011-2012 witnessed high interest rates coupled with high inflation and steep increases in fuel cost. This resulted in growth decelerating in the automobile industry. Passenger car production grew just 4.5% as compared to 27% in the previous year. The two & three wheeler category fared better with a growth rate of 15% (previous year 27%) while the Commercial Vehicle segment grew by 21% (previous year 32%).

The Company's sales turnover net of excise duty and discount increased to Rs. 143.92 crore as against Rs. 124.70 crore in the previous year, an increase of 15.35%. Sales of valves increased by 7% during the year and that of cores by 18%. In spite of the good performance on the top-line, the Operating margin fell to 9.7% during the year from the previous year's level of 12.2%. This was primarily on account of the increase in the raw material costs during the first half of the year. Further, increases in interest cost and depreciation resulted in the Profit Before Tax falling to Rs. 303 lakhs from the previous year's level of Rs.890 lakhs.

5. Prospects for the Financial Year 2012-2013

The Company expects to improve its performance during Financial Year 2012-13 both in terms of the top-line as well as operating margin. Based on currently available market estimates, achieving an overall growth rate of 8-10% on the top-line appears to be feasible. The capacity additions will further strengthen the Company's position in the market. The Company has developed a very strong presence in the new and emerging tubeless valve segment which is growing at over 50% every year. On the raw material front, the Company is confident of optimizing the procurement of key commodity inputs which will improve the profitability of the Company. The manufacturing facilities are also being streamlined for improved manufacturing efficiencies.

6. Capacity Expansion

The Company has completed the capacity expansion which was envisaged during 2009-10. The Company has invested Rs. 43.36 crore in buildings, plant and machinery which have significantly increased capacities in all segments. The Company now has an installed capacity of 158 million valves and 126 million cores. The capacity for valve cores is expected to increase to 150 million with the addition of assembly equipment which is already on order.

7. Directors

Dr.M.N.Srinivasan retires by rotation at the Annual General Meeting and being eligible has offered himself for re-appointment.

8. Auditors

The Statutory Auditors of the Company, M/s Brahmayya & Co., Bangalore, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

9. Employee Relations

During the year, the Company entered into a Long Term Agreement (LTA) with the recognized union for a period of 4 years from 1.10.2010 to 30.09.2014. Employee relations were cordial during the year.

10. Particulars of Employees under Section 217(2A)

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975, is forming part of the Annexure to this report.

11. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings & Outgo

Information required to be furnished pursuant to Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules 1988 is set out in the Annexure to this report.

12. Listing with Stock Exchanges

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with the Stock Exchange Mumbai, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001 and that the Company has paid the listing fees up to date.

13. Directors' Responsibility Statement as required under Section 217(2AA) of the Companies' Act 1956

Your Directors, on the basis of information made available to them by the Management and the Auditors wish to place on record:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Annual Accounts have been prepared on a going concern basis

14. Secretarial Compliance Certificate

The Compliance Certificate obtained from a Company Secretary in whole time practice in accordance with Section 383(A) of the Companies Act 1956 and the rules made thereunder is annexed to this report.

15. Acknowledgements

Your Directors thank the customers and vendors for their continued support to your Company's growth. Your Directors place on record their appreciation of the support given by HDFC Bank, Standard Chartered Bank, Citibank and Kotak Mahindra Bank for meeting the long term and working capital needs of the Company.

Your Directors are grateful to the State Government for their continued support to the Company's activities.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Bangalore M.R. HOSANGADY

18th May 2012 Chairman


Mar 31, 2011

The Directors have pleasure in presenting the Thirtyfifth Annual Report together with the Audited Accounts for the year ended 31st March 2011.

31.03.2011 31.03.2010 (Rs. Lakhs) (Rs. Lakhs)

1. Financial Results

Profit Before Tax 889.83 709.19

Provision for Taxation 286.11 228.21

Profit After Tax 603.72 480.98

Add: Balance Brought Forward 396.70 190.35

Profit available for appropriation 1000.42 671.33

2. Appropriations

Proposed Dividend on equity shares 99.00 64.00

Tax on Dividend 16.45 10.63

General Reserve 400.00 200.00

Balance Carried Forward 484.97 396.70

1000.42 671.33

3. Dividend

Your Directors are pleased to recommend a dividend of Rs. 10/- per Equity Share (100%) for the financial year ended 31st March 2011.

4. Performance

The Companys sales turnover net of excise duty and discount increased to Rs. 124.70 crore as against Rs. 91.33 crore in the previous year, an increase of 36.5%. The Company was able to broaden its customer base by adding several new key customer accounts. The Companys market share also grew significantly in all segments. Profit before tax increased from Rs. 709.19 lakhs to Rs. 889.83 lakhs.

5. Prospects for the Financial Year 2011 -2012

The Company expects strong growth during the Financial Year 2011-2012. This expectation arises from the forecasts of the automobile and tyre industries. The tyre industry in particular is seeing additional capacities going on stream during the year in all segments. The Company is confident of taking advantage of this market expansion and of further strengthening its position in the domestic market.

6. Capacity Expansion

The capacity expansion which commenced at the start of the year has progressed well. The Company has already invested approximately Rs. 20 crore during the year and the targetted capacities have been achieved in most product segments. More than 85% of the new equipment has been received. The capacity expansion is expected to be completed in all respects by during this fiscal. This would increase the manufacturing capacity of valves to 150 million and valve cores to approximately 190 million per annum.

7. Directors

Mr. M.R.Hosangady and Dr. B.R. Pai retire by rotation at the Annual General Meeting and being eligible have offered themselves for re-appointment.

The Board deeply regrets the passing away of Mr. N.S.S. Murthy, Chairman on 27th October 2010 and places on record its appreciation of the valuable services rendered by him during his tenure as a Founder Director and Chairman.

8. Auditors

The Statutory Auditors of the Company, M/s Brahmayya & Co., Bangalore, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

9. Employee Relations

Employee Relations continued to be cordial during the year.

10. Particulars of Employees under Section 217(2A)

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975, is forming part of the Annexure to this report.

11. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings ft Outgo

Information required to be furnished pursuant to Section 217(1 )(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules 1988 is set out in the Annexure to this report.

12. Listing with Stock Exchanges

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with the Stock Exchange Mumbai, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001 and that the Company has paid the listing fees up to date.

13. Directors Responsibility Statement as required under Section 217(2AA) of the CompaniesAct 1956

Your Directors, on the basis of information made available to them by the Management and the Auditors wish to place on record:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Annual Accounts have been prepared on a going concern basis

14. Secretarial Compliance Certificate

The Compliance Certificate obtained from a Company Secretary in whole time practice in accordance with Section 383(A) of the Companies Act 1956 and the rules made thereunder is annexed to this report.

15. Acknowledgements

Your Directors thank the customers and vendors for their continued support to your Companys growth. Your Directors place on record their appreciation of the support given by HDFC Bank, Standard Chartered Bank, Citibank and Kotak Mahindra Bank for meeting the long term and working capital needs of the Company.

Your Directors are grateful to the State Government for their continued support to the Companys activities.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

M.R.HOSANGADY Chairman

Bangalore 26th May 2011


Mar 31, 2010

The Directors have pleasure in presenting the Thirtyfourth Annual Report together with the Audited Accounts for the year ended 31st March 2010.

31.03.2010 31.03.2009 (Rs. Lakh) (Rs. Lakh)

1. Financial Results

Profit before Tax 709.19 441.90

Provision for Taxation 228.21 158.08

Profit after Tax 480.98 283.82

Add: (a) Excess Provision written back 0.00 5.69

(b) Balance brought forward 190.35 157.00

Profit available for appropriation 671.33 446.51

2. Appropriations

Proposed Dividend on equity shares 64.00 48.00

Tax on Dividend 10.63 8.16

General Reserve 200.00 200.00

Balance Carried forward 396.70 190.35

671.33 446.51

3. Dividend

Your Directors are pleased to recommend a dividend of Rs. 20/- per Equity Share (200 %) for the financial year ended 31st March 2010.

4. Bonus Shares

Your directors have recommended an issue of Bonus Shares by capitalizing a part of the Reserves in the ratio of 2:1 i.e. two additional equity shares for every equity share held by the shareholders on the record date to be fixed by the Board of Directors.

5. Preference Issue

For the purpose of part financing the on-going expansion programme, the Company has proposed to issue 10,000 equity shares to the Promoters on preferential allotment basis subject to the approval of the Shareholders.

6. Performance

The Companys sales turnover net of excise duty and discount increased to Rs. 91.33 crore as against Rs. 78.37 crore in the previous year. Sales volumes registered good growth during the year with valve sales showing an increase of 14 % over the previous year. Profit after Tax increased from Rs. 2.84 crore to Rs. 4.81 crore on a year-on-year basis. Profits increased as a result of higher sales volumes and good cost controls.

7. Prospects for the Financial Year 2010-2011

The Company expects strong growth during the Financial Year 2010-2011. This expectation arises from a similar growth which has been witnessed in both the automobile industry as well as the tyre and tube industry. The tyre industry in particular is seeing additional capacities going on stream during the year in all segments. The Company is confident of taking advantage of this market expansion and of further strengthening its position in the domestic market.

8. Capacity Expansion

The Company has commenced the capacity expansion at its Mysore facility. The objective of the expansion is to meet the increased market demands over the next 3 years. The expansion will involve an investment of approximately Rs. 45 crore over the next 12-18 months and will increase the manufacturing capacity of valves to approx. 150 million and valve cores to approx 190 million per annum.

9. Directors

Dr.M.N.Srinivasan and Dr.B.R.Pai retire by rotation at the Annual General Meeting and being eligible have offered themselves for re-appointment.

The Board deeply regrets the passing away of Mr. P.P.Prabhu, Chairman on 5th October 2009 and places on record its appreciation of the valuable services rendered by him during his tenure as a Director and as Chairman of the Board of Directors.

10. Auditors

The Statutory Auditors of the Company, M/s Brahmayya 8t Co., Bangalore, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

11. Employee Relations

Employee Relations continued to be cordial during the year.

12. Particulars of Employees under Section 217(2A)

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975, is forming part of the Annexure to this report.

13. Conservation of Energy, Technology Absorption, Exports and Foreign Earnings & Outgo

Information required to be furnished pursuant to Section 217(1 )(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules 1988 is set out in the Annexure to this report.

14. Listing with Stock Exchanges

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with the following Exchange and that the Company has paid the listing fees up to date:

(i) The Stock Exchange Mumbai, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001.

The listing in the Bangalore Stock Exchange, Stock Exchange Towers, 51, 1st Cross, J.C. Road, Bangalore - 560 027 was discontinued w.e.f. 13th January 2010 as per the approval in the AGM held on 10th July 2009.

15. Directors Responsibility Statement as required under Section 217(2AA) of the Companies Act 1956

Your Directors, on the basis of information made available to them by the Management and the Auditors wish to place on record:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

(iii)That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv)That the Annual Accounts have been prepared on a going concern basis

16. Secretarial Compliance Certificate

The Compliance Certificate obtained from a Company Secretary in whole time practice in accordance with Section 383(A) of the Companies Act 1956 and the rules made thereunder is annexed to this report.

17. Acknowledgements

Your Directors thank the customers and vendors for their continued support to your Companys growth. Your Directors place on record their appreciation of the support given by HDFC Bank, Standard Chartered Bank, Citibank and Kotak Mahindra Bank for meeting the long term and working capital needs of the Company.

Your Directors are grateful to the State Government for their continued support to the Companys activities.

Your Directors are thankful to the esteemed shareholders for their support and encouragement. They also wish to place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Bangalore N.S.S.MURTHY

14th May 2010 CHAIRMAN

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