The Directors have pleasure in presenting their Fifty Ninth Annual
Report, together with the Audited Accounts of the Company, for the year
ended 31st March, 2015 as follows:
FINANCIAL RESULTS (Rs. in lakhs)
Sales (inclusive of excise duty) 142142 132338
Other income 510 788
Exceptional Income 244 696
EBIDTA 15434 16810
(before net Exceptional Income)
EBIDTA 15678 17506
(Including net Exceptional Income)
Profit/(Loss) before tax 13330 15175
Tax Provision 4098 3996
Net Profit/(Loss) after Tax 9232 11179
Transfer to General Reserve 1000 1200
Proposed Dividend (including tax) 3083 2724
Surplus carried to balance sheet 5149 7255
Review of performance :
a. Your Company''s current year performance has to be judged from the
background of continuing sluggish economy coupled with weak consumer
demand and most importantly from the point of view of investments being
made even during this sluggish phase keeping in view the long-term
health of your Company. The investments have been not only in the
nature of capital assets creating capacity for the long-term but also
revenue expenses in building brand, distribution and human capital for
the future. Therefore these measures do have a transient impact on
margins which can improve over a period of time once the investments
start fuelling growth.
b. Shareholders are also aware that your Company does not follow a
standalone margin-led policy but is focussed on growth with a fair
long-term return on capital employed.
c. Your Company is back to growth path, albeit at a lower rate of 7.4%
after a decline of around 4% in the previous financial year. This
growth is in line with the overall economic growth notwithstanding
specific factors affecting the growth in appliances segment in general.
It is to be noted that the channel conflict on account of entry of on-
line channels had some adverse impact on primary sales for the year
especially the period between August 2014 and February 2015.
d. While there has been recovery in business growth, the EBIDTA prior
to exceptional items declined by about 8% from Rs. 168.10 crores to Rs.
154.34 crores after providing for CSR contributions of about Rs. 3.38
crores. The operating EBIDTA margin was around 11% as compared to 12.7%
in the previous year. The background for this decline is stated in para
''a'' above. The capacity building initiatives coupled with soft
investments in brand building, distribution, service network and human
resources resulted in transient under absorption of overheads. There
was also some lag in passing on input costs on account of pipeline
inventory. The product mixes in certain appliance categories while
contributing to volume growth resulted in a lower absolute value in top
line and thus lower absolute margins.
e. Net profits declined by about 17% from Rs. 111.79 crores to Rs. 92.32
crores due to higher provision for depreciation on account of the
changes brought about by Companies Act 2013 and also higher provision
for taxation as the 100% benefits from Uttarakhand units are reduced to
30% from 2014-15 onwards. As a result the Earnings per Share stood at Rs.
79.30 (PY Rs. 96.78).
f. Your Company became debt-free as at the end of 31st March, 2015 and
is carrying significant net free cash.
g. In spite of substantial additions to manufacturing asset base and
lower capacity utilisation the ROCE was healthy at 24.20%.
h. Your Board has recommended a higher dividend of Rs. 22/- per share (PY
Rs. 20/- per share) a gross pay-out ratio (including dividend
distribution tax) in excess of 30% of net profits.
Your Board of Directors is of the view that the current year
performance is commendable taking into account the general sluggish
economy both domestic and global. The market share of the key product
categories was maintained or improved across geographies which are
key-factors to note.
A detailed analysis is provided under the section ''Management''s
Discussion and Analysis'' forming part of this Director''s Report.
Aawards and recognitions
Your Company continued to be recognized by various agencies for its
high quality performance in various parameters. During the Financial
Year 14-15, your Company bagged the following awards.
1. D & B top 500 Companies Award May 2014-15
2. Frost and Sullivan Award 2014-15
3. World Brand Summit Award
4. Readers Digest Most trusted brand
5. ET Now Best Brand Award
6. Asia''s Most promising brand in kitchen appliances segment
7. 100 most valuable brands of the year
8. Franchisee India Award - Home products
9. Award for Retail Excellence in Home Products & office Equipment
Your Company''s brand Prestige continues to be recognized as the Super
Brand in the Kitchen Appliances Segment
Mr. Ajay I. Thakore, an Independent Director stepped down from the
office as at the closing hours of 31st March, 2015. Mr. Thakore was a
Director on your Board for nearly 40 years giving valuable guidance
from time to time. The Board placed on record its deep appreciation for
the services rendered by Mr. Thakore during his tenure on the Board.
Mr. S. Ravichandran, Managing Director, retired from the services of
the Company with effect from the closing hours of 31st March, 2015. He
was with the Company first as Joint Managing Director from 5th
February, 1997 and as Managing Director since 2001. He has contributed
significantly to the turnaround and growth of the Company during his 18
year association with your Company. The Board placed on record its
deep appreciation for the unstinting efforts and contributions made by
Mr. S. Ravichandran.
Mr. Murali Neelakantan, a legal professional, with vast exposure to
commercial and corporate laws both in India and abroad, has joined your
Board as Independent Director effective from 25th March, 2015 having
been appointed by the shareholders through postal ballot. Mr. Arun
Thiagarajan, Mr. Dileep Krishnaswamy and Dr. (Mrs.) Vandana Walvekar
have been reappointed as Independent Directors with effect from 25th
March, 2015 by the shareholders through postal ballot. All these
directors have been appointed for a period of 5 years and are not
liable to retire by rotation.
Pursuant to the request of Dr. (Mrs) Latha Jagannathan, a Promoter
Non-executive Director your Board decided to accept her resignation
with effect from the closing hours of 27th May, 2015. The Board placed
on record its deep appreciation for the services rendered by Dr. (Mrs.)
Latha Jagannathan during her tenure on the Board.
As per the recommendation of Nomination and Remuneration Committee,
your Board decided to co-opt Dr. T.T. Mukund in the casual vacancy
caused by the resignation of Dr. (Mrs) Latha Jagannathan. The
appointment of Dr. T.T. Mukund as Non-independent/Non-executive
Director takes effect from 29th May, 2015.
Dr. T.T. Mukund is the son of Mr. T.T. Jagannathan, Executive Chairman
and belongs to the Promoter Group. He is 38 years of age and is
presently Reader National Centre for Biological Services, Bengaluru. He
graduated from Cornell University, USA and did Ph.D. (Physics) at
Massachusetts Institute of Technology, Cambridge, MA.
Mr. K. Shankaran retires by rotation and is eligible for
re-appointment. The information on the retiring Director is provided in
the Notice calling the Annual General Meeting.
Pursuant to the provisions of Section 74 of the Companies Act, 2013
your Company has, during the year 2014-15 repaid all the deposits
accepted from public. There are no deposits outstanding or remaining
unpaid as at the end of 31st March, 2015.
Your directors recommend payment of a dividend of Rs. 22/- per share for
the year as compared to Rs. 20/- per share declared for the previous
This Directors'' Report and the Management Discussion and Analysis
included therein may contain certain statements, which are futuristic
in nature. Such statements represent the intentions of the Management
and the efforts being put in by them to realize certain goals. The
success in realizing these goals depends on various factors both
internal and external. Therefore, the investors are requested to make
their own independent judgments by taking into account all relevant
factors before taking any investment decision.
Report on Corporate Governance is separately presented as part of the
Annual Report. Management Discussion and Analysis is included in this
Directors'' Report in the preceding sections.
Your Company''s shares are listed in the BSE Limited and National Stock
Exchange and the applicable listing fees have been paid.
FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND THE RULES MADE
(a) Extract of Annual Return:
Extract of Annual Return (Form MGT-9) is enclosed as Annexure A
(b) Number of meetings of the Board:
The Board of Directors met 6 (six) times during the year 2014-15. The
details of the Board Meetings and the attendance of the Directors are
provided in the Report on Corporate Governance.
(c) Corporate Social Responsibility (CSR) Committee:
As per the provisions of Section 135 of the Companies Act, 2013 and the
Rules made thereunder, your Company constituted the Corporate Social
Responsibility Committee which comprises of Mr. T.T. Jagannathan as
Chairman, Mr. R Srinivasan, Mr. K Shankaran and Dr. (Mrs) Latha
Jagannathan as Members.
The Corporate Social Responsibility (CSR) Policy enumerating the CSR
activities to be undertaken by the Company, in accordance with Schedule
VII to the Companies Act, 2013 was recommended to the Board and the
Board adopted the same. The said policy was also made available on the
website of the Company http://www.ttkprestige.com. The Annual Report
under CSR Activities is annexed to this report as Annexure B.
The details relating to the meetings convened, etc. are furnished in
the Report on Corporate Governance.
(d) Composition of Audit Committee:
The Board has reconstituted the Audit Committee on 21st August, 2014,
in accordance with the provisions of Section 177 of the Companies Act,
2013 and the Rules made thereunder and Clause 49 of the Listing
Agreement, which comprises of Mr. Dileep Krishnaswamy as Chairman, Mr.
R Srinivasan and Mr. Arun Thiagarajan as Members. Mr. K Shankaran -
Director and Secretary is the Secretary of the Committee. More details
on the Committee are given in the Report on Corporate Governance.
(e) Related Party Transactions:
During the year under review, no transaction of material nature has
been entered into by the Company with its promoters, the directors or
the management, their subsidiaries or relatives, etc., that may have a
potential conflict with the interests of the Company.
All related party transactions are placed before the Audit Committee as
also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained on a yearly basis for the transactions which are
of a unforeseen or repetitive nature. A Statement giving details of the
transactions entered into with the related parties, pursuant to the
omnibus approval so granted, is placed before the Audit Committee and
the Board of Directors for their approval / ratification on a quarterly
The Register of Contracts containing transactions, in which directors
are interested, is placed before the Audit Committee / Board regularly.
The Board of Directors of the Company, on the recommendation of the
Audit Committee, adopted a policy on Related Party Transactions, to
regulate the transactions between the Company and its Related Parties,
in compliance with the applicable provisions of the Companies Act, 2013
and the Listing Agreement. The Policy as approved by the Board is
uploaded on the Company''s website at http://www.ttkprestige.com.
The details of the Related Party Transactions in Form AOC-2 are annexed
as Annexure C to this Report.
(f) Directors and Key Managerial Personnel:
None of the Directors are disqualified from being appointed or holding
office as Directors, as stipulated under Section 164 of the Companies
(i) Retirement / Cessation:
- Mr. S Ravichandran retired from the position of Managing Director
with effect from the closing hours of 31st March, 2015.
- Mr. Ajay I Thakore retired from the office of Independent Director
at the closing hours of 31st March, 2015.
- Dr. (Mrs) Latha Jagannathan retired from the office of
Non-Executive Director with effect from the closing hours of 27th May,
- Dr. T.T. Mukund was co-opted in the casual vacancy caused by the
resignation of Dr. (Mrs.) Jagannathan with effect from 29th May, 2015.
(ii) Appointment / Re-appointment of Directors:
(a) Pursuant to the provisions of Section 149 and other applicable
provisions, if any, of the Companies Act, 2013 and the Rules made
thereunder and as per Clause 49 of the Listing agreement, the following
Directors were appointed as Independent Directors of the Company:
- Mr. R. Srinivasan was appointed as an Independent Director,
effective 21st August, 2014, for a term of five years, not liable to
retire by rotation at the 58th Annual General Meeting held on 21st
- Dr. (Mrs.) Vandana Walvekar, Mr. Dileep Krishnaswamy and Mr. Arun
Thiagarajan and Mr. Murali Neelakantan were appointed as Independent
Directors, effective 25th March, 2015, for a term of five years, not
liable to retire by rotation through the conduct of Postal Ballot
(b) Mr. K Shankaran, liable to retire by rotation at the ensuing Annual
General Meeting, being eligible, offers himself for re-appointment. The
Board recommends his re-appointment.
(iii) statement on declaration by the Independent Directors of the
All the Independent Directors of the Company have given declarations
under Section 149(7) of the Companies Act, 2013 that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms
and conditions of appointment of the Independent Directors are posted
on the website of the Company http://www.ttkprestige.com.
(iv) Key managerial Personnel (KMP):
The Board at its meeting held on 21st August, 2014, confirmed the
following managerial personnel as Key Managerial Personnel (KMP):
- Mr. S. Ravichandran, Managing Director as Chief Executive Officer
(CEO) till 31st March, 2015
- Mr. K Shankaran, Director & Wholetime Company Secretary as Company
- Mr. V Sundaresan, Sr. Vice President - Finance as Chief Financial
Mr. Chandru Kalro has been appointed as Managing Director/CEO with
effect from 1st April, 2015 pursuant to approval of his appointment by
shareholders through postal ballot carried out during March, 2015.
(v) Performance Evaluation of the Board, its Committees and the
In compliance with the provisions of the Companies Act, 2013 and Clause
49 of the Listing Agreement, the performance evaluation of the Board
was carried out during the year under review. More details on the same
are given in the Report on Corporate Governance.
(vi) Remuneration Policy:
Your Company follows a policy on remuneration of Directors and Senior
Management. The policy is framed by the Nomination and Remuneration
Committee and approved by the Board. More details on the same are given
in the Report on Corporate Governance.
(i) Auditors and their Report:
In accordance with the provisions Section 139 and other applicable
provisions, if any, of the Companies Act, 2013 and the Rules made
thereunder, M/s S Viswanathan, Chartered Accountants, Chennai (Firm
Registration No. 004770S) were appointed as Statutory Auditors, for a
term of three years to hold office from the conclusion of 58th Annual
General Meeting till the conclusion of 61st Annual General Meeting,
subject to ratification by the members at every Annual General Meeting.
Accordingly, a Resolution seeking members'' ratification for their
appointment from the conclusion of this Annual General Meeting till the
conclusion of the next Annual General Meeting of the Company is
included under Item No. 4 of the Notice convening the Annual General
The Auditors'' Report to the Shareholders for the year under review does
not contain any qualifications.
(ii) Cost Auditor and Cost Audit Report:
- Appointment for the year 2015-16:
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost
Records of the Company relating to Stainless Steel Pressure Cookers
and Cookware are required to be audited.
The Board of Directors, on the recommendation of the Audit Committee,
appointed Mr. V. Kalyanaraman as Cost Auditor of the Company, for the
financial year 2015-16 and fixed their remuneration.
Mr. V. Kalyanaraman has confirmed that his appointment is within the
limits of the Section 141 of the Companies Act, 2013 and has also
certified that he is free from any disqualifications specified under
the provisions of Section 141 of the Companies Act, 2013.
The Audit Committee also received a Certificate from the Cost Auditor
certifying the independence and arm''s length relationship with the
Pursuant to the provisions of Section 148 of the Companies Act, 2013
and the Rules made thereunder, the approval of the Members is sought by
means of an Ordinary Resolution for the remuneration payable to Mr. V.
Kalyanaraman, Cost Auditor, under Item No.5 of the Notice convening the
Annual General Meeting.
The Cost Audit Report for the year ended 31st March, 2015 would be
filed on or before the due date (i.e.) 27th September, 2015.
- Cost Audit Report for the year 2013-14:
The Cost Audit Report for the financial year ended 31st March, 2014 was
filed on 4th April, 2015, vide SRN S37174786 on the Ministry of
Corporate Affairs website.
(iii) Secretarial Auditor and Secretarial Audit Report:
The Board had appointed Mr. Parameshwar G Hegde, Company Secretary in
Whole-time Practice, to carry out Secretarial Audit under the
provisions of Section 204 of the Companies Act, 2013 for the financial
year 2014-15. The Report of the Secretarial Auditor in Form MR-3 is
annexed to this report as Annexure G. The report does not contain any
(h) Transfer to Investor Education and Protection Fund:
Your Company has transferred a sum of Rs. 4.12 lakhs during the financial
year 2014-15 to the Investor Education and Protection Fund established
by the Central Government, in compliance with Section 125 of the
Companies Act, 2013. The said amount represents the unclaimed
dividends for the year ended 31st March, 2007, which were lying
unclaimed with the Company for a period of seven years from their
respective due dates of payment.
(i) unclaimed shares
In terms of Clause 5A of the Listing Agreement, the Company has opened
a Suspense Account for holding the unclaimed share. The number of such
share at the beginning of the year was 1,600 and the number of
shareholders were 12. No movement has taken place during the financial
year 2014-15. The voting rights on the shares in the suspense account
as on 31st March, 2015 shall remain frozen till the rightful owners of
such shares claim the shares.
(j) Conservation of Energy:
The prescribed particulars under Rule 8(3) of The Companies (Accounts)
Rules, 2014 relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo, are furnished in the Annexure D to
(k) Particulars of employees:
The information required under Section 197 of the Companies Act, 2013
and the Rules made thereunder are annexed to this Report as Annexure E
& Annexure F.
(l) subsidiary Company:
Your Company does not have any Subsidiary.
(m) Loans, Guarantees and investments under section 186 of the
Companies Act, 2013:
During the year your Company had not given any loan, provided any
guarantee OR made any investment under Section 186 of the Companies
Act, 2013. Your Company holds 1440 equity shares of Rs. 10/- each in TTK
Healthcare Limited. Your Company had in the past provided secured
inter-corporate loan/deposit of Rs. 18.75 crores to Triveni Bialetti
Industries P Ltd, an unrelated party with whom your Company has
business transactions and this amount is still carried.
(n) Significant and Material Orders passed by the Regulators or Courts:
There are no significant and material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
(o) Whistle Blower Policy:
In accordance with the provisions of Section 177(9) of the Companies
Act, 2013 and the Rules made thereunder and also Clause 49 of the
Listing Agreement, your Company established a vigil mechanism termed as
Whistle Blower Policy, for directors and employees to report concerns
about unethical behaviour, actual or suspected fraud or violation of
the Company''s Code of Conduct or Ethics Policy, which also provides for
adequate safeguards against victimization of director(s) / employee(s)
who avail of the mechanism and also provide for direct access to the
Corporate Governance Officer / Chairman of the Audit Committee /
Executive Chairman in exceptional cases.
The Whistle Blower Policy is made available on the website of the
(p) Obligation of your Company under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013:
In order to prevent sexual harassment of women at work place a new
Act,The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 has been notified on 9th December,
2013. Under the said Act, every Company is required to set up an
Internal Complaints Committee to look into complaints relating to
sexual harassment at work place of any women employee.
Your Company has adopted a policy for prevention of Sexual Harassment
of Women at Workplace and has constituted a Committee with a NGO as one
of its Members, for implementation of the said Policy. During the year
2014-15, there were no complaints.
Directors'' responsibility statement
As required by Sec.134(5) read with Sec.134(3)(c) of the Companies Act,
2013 your Directors confirm
a. that in the preparation of the annual accounts, the applicable
accounting standards have been followed, along with proper explanation
relating to material departures;
b. that 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 or loss
of the Company for that period;
c. that they 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; and
d. that they have prepared the annual accounts on a going concern
e. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively.
f. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
Your Directors deeply appreciate and acknowledge the significant and
continued co-operation given to your Company by the Bankers, Financial
Institutions and the employees of the Company.
For and on behalf of the Board
Registered Office :
Plot No. 38,
SIPCOT Industrial Complex,
HOSUR - 635 126, Tamil Nadu.
Place : Bengaluru
Dated : 27th May, 2015