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Directors Report of Triton Valves Ltd.

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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