27 Apr 2017 | Livemint.com

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Triton Valves Ltd.

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Triton Valves Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

Company's Philosophy on Corporate Governance

The Company has been committed to the highest standards of Corporate Governance since its inception. Corporate Governance encompasses the values, ethics and the best business practices followed by the Company. The Company believes that a strong Corporate Governance policy is indispensable for healthy business growth and is an important instrument of investor protection. Good Corporate Governance provides an appropriate framework for the Board and the Management to achieve the objectives that are in the interest of the Company and the Shareholders. The principles of governance provide reasonably good framework which describes the roles, rights, and responsibilities of the Employees within the organization.

The Company has adhered to Clause 49 of the Listing Agreement with the Stock Exchanges and also with the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 after the same became applicable.

Board of Directors

i. The Board of Directors of the Company comprises of an optimum combination of Executive and Non-Executive Directors, which is in conformity with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015.

ii. The Board of Directors of the Company consists of 4 Directors out of whom one is Executive, one is Non­Executive (woman) and two are Independent Directors. The Chairman of the Board is Non-executive and Independent.

iii. The Company has not had any pecuniary relationship and transaction with any of the Non-Executive Directors during the year under review.

iv. The information as required in terms of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 is being regularly placed before the Board.

v. During the year, the Board of Directors met four times on May 22, 2015, July 20, 2015, October 27, 2015 and January 29, 2016. The details of Directors' attendance at the Board meetings during the year and at the last Annual General Meeting are given below.

vi. The details of number of directorship in Indian Companies and Committee membership held in Indian public companies as on March 31, 2016 are furnished below. None of the Directors on the Board holds directorships in more than ten public companies. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director.

Challenging Excellence Meeting of Independent Directors

During the year, the Independent Directors have met once on January 21, 2016, without the presence of Non-Independent Directors and members of the Management. Independent Directors at their meeting, reviewed the performance of non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board for the Board to effectively and reasonably perform their duties.

Familiarization programme for Independent Directors:

The Company has in place a familiarization programme for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates and business model of the Company.

A copy of the familiarization programme for Independent Directors is available on the website at the link: www.tritonvalves.com .

COMMITTEES OF THE BOARD

For the year ended March 31, 2016, the Board has five Committees - Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The constitution and terms of reference of the Board Committees are decided by the Board from time to time. Meeting of each Board Committee is convened by the respective Committee Chairman. The role and composition of these committees, including the number of meetings held during the financial year and the related attendance are as follows:

Audit Committee

i. The Audit Committee consists of three members two of whom are Independent Directors and one Non­executive Director (woman). The Chairman of the Committee is an Independent Director. As on March 31, 2016, the Committee consisted of:

1. Dr. B. R. Pai - Chairman

2. Mr. S. K. Welling - Member

3. Mrs. Anuradha M. Gokarn - Member

ii. The Terms of Reference of the Audit Committee are as set out hereunder:

- To oversee the financial reporting system of the Company.

- To review with the Management the financial statements of every quarter before submission to the Board.

- To review the annual financial statements and Auditors' report thereon.

- To review the scope and coverage of the Internal Audit function and reporting structure.

- To review the efficiency of the internal control system.

- To review the findings of any internal investigation and to report these to the Board.

- To review the Company's financial and risk management policies and strategies.

- To recommend the appointment of External Auditors and Internal Auditors and fixation of their fees.

- To monitor the quality of Internal and Statutory Audit.

Meetings

During the year, the Committee met four times on May 21, 2015, July 20, 2015, October 26, 2015 and January 29, 2016. The Managing Director, Internal Auditors and Statutory Auditors are invitees to the Meetings. The Company Secretary acts as Secretary to the Audit Committee.

Remuneration Policy

The Nomination and Remuneration policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 forms part of the Board's Report.

This policy shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The Committee reviews and recommends to the Board the appointment of and remuneration payable to Managerial persons.

Nomination and remuneration policy is placed on the Company's Website www.tritonvalves.com and is also appended to the Board's Report as Annexure 1.

Details of Remuneration paid to Executive Directors / Non- Executive Directors during the financial year 2015-16

The Non-Executive Directors are paid sitting fees for attending the Board Meetings and Committee Meetings. They are also paid commission on net profit not exceeding one percent of the net profit in aggregate as sanctioned by the Shareholders by a Special Resolution in the AGM held on 15th July 2011.

No Director has been granted any stock options.

Service contracts, notice period, severance fees:

The tenure of office of the Managing Director is for five years from the date of appointment, and can be terminated by either party by giving three months prior written notice of such termination. There is no separate provision for payment of severance fees.

Non-Executive/Independent Directors' Compensation and Disclosures

The Company has laid down the criteria for making payments to the Non-Executive Directors. The details of such criteria are available in the Nomination and Remuneration Policy disseminated on the website of the Company at www.tritonvalves.com .

Stakeholders' Relationship Committee:

As required under Section 178 of the Companies Act 2013, the Stakeholders' Relationship Committee has been constituted with following members with their role and responsibilities:

As on March 31, 2016, the Committee consisted of the following three (3) Directors:

1. Dr. B. R. Pai, Chairman

2. Mr. S. K. Welling, Member

3. Mr. Aditya M. Gokarn, Member

The terms of reference of the Committee inter-alia include review mechanism adopted by the Company for redressing the Shareholders complaints and review the status of Complaints of the stakeholders if any.

The Committee reviews/approves, processes, standard operating procedures and initiatives undertaken by the Company relating to investor service, compliance with requirements related to listing agreements and corporate governance, shareholding pattern, periodical transfer/transmissions of shares, de-materialisation of shares, issue of duplicate certificates of the securities issued by the Company and review of status of redressal of complaints, if any lodged with authorities including SEBI, Registrar of Companies, etc by the Shareholders, compliance with applicable provisions of the Companies Act 2013 and various other status.

Meetings:

During the financial year ended March 31, 2016, one meeting of the Stakeholders' Relationship Committee was held on October 26, 2015. All the members of the Committee were present. The Company Secretary acts as Secretary to the Committee.

CSR COMMITTEE

As per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, Corporate Social Responsibility (CSR) Committee was constituted.

As on March 31, 2016, the CSR Committee consisted of the following Directors

1. Mr. S.K.Welling, Chairman

2. Dr. B. R. Pai, Member

3. Mrs. Anuradha M. Gokarn, Member

During the financial year ended March 31, 2016, First Meeting of the Committee was held on October 26, 2015. All the Members were present

The CSR Policy of the Company is available in Company's website www.tritonvalves.com .

Risk Management Committee:

As required under Section 134(3)(n) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015. The Risk Management Committee has been constituted and a policy has been formulated defiling roles and responsibilities of the Committee and reviewing of the risk management plan to the Committee and such other functions. The Committee consists of following:

1. Dr. B. R. Pai, Chairman

2. Mr. S.K.Welling, Member

3. Mr. Aditya M. Gokarn, Member

Risk Management policy of the Company is available in the Company's website; www.tritonvalves.com .

Disclosures

1. Related party Transactions: During the year under review, besides the transactions reported in Note 33 forming part of the financial statements for the year ended March 31, 2016 in the Annual Report, there were no other material related party transactions of the Company with its Promoters, Directors or the Management or their relatives and subsidiaries and associates. These transactions do not have any potential conflict with the interest of the Company at large. The detailed information on related party transactions is in AOC-2 attached to the Board's Report. The Company has formulated a policy on dealing with Related Party Transactions and has been posted on its website and available at the web link: www. tritonvalves.com.

2. Details of Non-Compliance: There has been no instance of non-compliance on any matter as regards the rules and regulations prescribed by the Stock Exchanges, Securities and Exchange Board of India or any other statutory authority relating to capital markets during the last three years. No penalties or strictures have been imposed by them on the Company.

3. Whistle Blower Policy/Vigil Mechanism:The Company has adopted a Whistle Blower Policy and has established the necessary mechanism for employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosure reported are addressed in the manner and within the time frames prescribed in the policy. No person has been denied access to the Audit Committee. Further, the said policy has been posted on the Company's website www. tritonvalves.com.

4. Accounting Treatment in preparation of Financial Statements: The guidelines/ accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) and prescribed under Section 133 of the Companies Act, 2013 have been followed in preparation of the financial statements of the Company in all material respects.

5. Code of Conduct: The Company has framed and adopted a Code of Conduct for its Directors and senior management personnel duly approved by the Board. A copy of the said Code of Conduct is available on the website of the Company www.tritonvalves.com .

All Board Members and senior management personnel have confirmed compliance with the Code of Conduct for the financial year 2015-16. A declaration to this effect signed by the Managing Director and CEO of the Company is attached.

6. The Company has complied with all mandatory items of the Clause 49 of the Listing Agreement as applicable till November 30, 2015 and SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 from

December 1, 2015 onwards. The Company has executed the fresh agreement with the BSE as required under the newly enacted Listing Regulation.

7. The Company has also complied with the following non-mandatory requirements as specified in Part E of Schedule II SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015:

A. The Board: The Chairman of the Board does not maintain a Chairman's office at the Company's expense. However, the Company from time to time reimburses the expenses in relation to the Chairman's office in connection with performance of his duties as the Chairman of the Company.

B. Shareholder Rights - Half yearly results: The Company's quarterly results are published in the newspapers namely Business Standard (English) and Samyukta Karnataka (Kannada) and are further posted on the Company's website

C. Audit Qualification: There are no qualifications contained in the Audit Report.

D. Separate Posts of Chairman and CEO/Managing Director: The Posts of Chairman and Managing Director are separate.

E. Reporting of Internal Auditors: The Internal Auditors of the Company report to the Audit Committee and make detailed presentation at quarterly meetings.

8. Web Links: The Company has no subsidiary and hence there is no need to frame any policy for determining "material" subsidiary.

9. The Company is not dealing in commodity and hence disclosure relating to commodity price risks and commodity hedging activities.

10. There is no Non-Compliance of any requirement of Corporate Governance Report of sub-para (2) to (10) of the Part C of Schedule V of the Listing Regulations.

Means of Communication:

Quarterly results: Quarterly results are published in one English daily, Business Standard and in one Kannada daily, Samyukta Karnataka and are further posted on the Company's website - www.tritonvalves.com  and been sent to the Stock Exchange.

Presentations to institutional investors / analysts: Presentations made to the institutional investors and analysts after the declaration of the quarterly, half yearly and annual results are displayed on the Company's website - www.tritonvalves.com  and been sent to the Stock Exchange.

Website: The Company's website - www.tritonvalves.com  contains a separate dedicated section 'Investor Relations' where shareholders' information is available.

BSE Corporate Compliance & Listing Centre (the 'Listing Centre'): BSE's Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.

Management Discussion and Analysis

The Management Discussion and Analysis is attached to the Board's Report and is a part of this Annual Report.

Auditors' Certification on Corporate Governance

Compliance certificate from the auditors regarding compliance of conditions of corporate governance is attached is attached to the Board's Report and is a part of this Annual Report.

Secretarial Audit for Reconciliation of Capital:

Secretarial Audits were carried out periodically by a qualified Practising Company Secretary for reconciling the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares held in physical form and the total number of dematerialized shares held with NSDL and CDSL. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors.

General Shareholders' Information:

1. Date, Time & Venue of AGM

The Fortieth Annual General Meeting (AGM) of the Members of Triton Valves Limited will be held on August 5, 2016, at The Gateway Hotel, Residency Road, Bengaluru-560025 at 4.00 P.M.

2. Financial Year

1st April to 31st March each year

3. Dividend Payment Date

within 30 days from the date of AGM

4. Listing details

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

The Annual Listing Fee has been paid for the FY 2016-17.

5. Stock Code

505978

6. Dates of Book closure

July 30, 2016 to August 5, 2016 (both days inclusive)

7. Registrar & Transfer Agents

Canbank Computer Services Limited,

218, J. P. Royale, 1st Floor, 2nd Main, Sampige Road, Malleswaram, Bengaluru - 560 003

P: +91 80 23469661/62/64/65; F: +91 80 23469667 E: canbankrta@ccsl.co.in

8. Investor correspondence

For any shareholder and investor related query or assistance, please contact:

Mr. V Sridhar - Chief Financial Officer

Sunrise Chambers, 22, Ulsoor Road, Bengaluru - 560 042

Phone No.: +91 80 25588965/66; Fax No.: +91 80 25586483 Email: investors@tritonvalves.com  

Ms. Apoorva G - Company Secretary and Compliance Officer

Sunrise Chambers, 22, Ulsoor Road, Bengaluru - 560 042

Phone No.: +91 80 25588965/66; Fax No.: +91 80 25586483 Email: investors@tritonvalves.com

CONTACT INFORMATION

Registered and Corporate Office:

Triton Valves Limited Sunrise Chambers 22, Ulsoor Road, Bengaluru - 560 042

P: +91 80 25588965/66; F: +91 80 25586483 W: www.tritonvalves.com ; E: investors@tritonvalves.com CIN: L25119KA1975PLC002867

Factory

Mercara Road, Belavadi Mysore - 570 018

Warehouse

c/o 3T Logistics, 2315/23

Opposite Payal Cinema, Behind Karim Restaurant Old Delhi - Gurgaon Road, Gurgaon - 122001

Share Transfer system

The transfer/transmission of shares in physical form is normally processed and completed within 15 days from the date of receipt of request. In the case of shares in electronic form, the transfers are processed by National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) through the respective Depository Participants within 15 days. A Practising Company Secretary undertakes the audit and review of the process from time to time as per the applicable laws.