triton valves ltd share price Directors report


To

The Members of

Triton Valves Limited

Your Directors take pleasure in presenting the 47th Annual Report on the business and operations of your Company, including the summary of standalone and consolidated financial statements for the year ended March 31, 2023. The financial highlights of the Company for FY 2022-23 are furnished below:

1. PERFORMANCE HIGHLIGHTS

( in Lakhs)

Particulars For the FY 2022-23 For the FY 2021-22
Consolidated Standalone Consolidated Standalone
Total Income 36,303.94 32,948.30 32,268.89 29,950.47
Revenue from Operations 36,249.05 32,310.33 32,201.43 29,479.04
Other Income 54.89 637.97 67.46 471.43
Operating expenses 34,821.04 31,691.47 30,359.71 28,065.29
Earnings before interest tax and depreciation & amortisation ("EBITDA") 1,482.90 1,256.83 1,909.18 1,885.18
Finance costs 1,170.95 677.50 817.41 579.11
Depreciation and Amortisation expenses 1,264.94 910.03 1,326.53 992.34
Profit before tax ("PBT") (952.99) (330.70) (234.76) 313.73
Net tax expense (87.03) (98.53) 59.18 109.38
Profit after tax ("PAT") (865.96) (232.17) (293.94) 204.35
Other Comprehensive Income, net of tax impact 11.62 8.28 (16.58) (18.35)
Total Comprehensive Income (854.34) (223.89) (310.52) 186.00

2. OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended March 31, 2023, are as follows:

On a standalone basis, Triton Valves Limited recorded a total income of INR 329.48 crores, compared to INR 299.50 crores in the previous year. However, the company incurred a standalone loss of INR 2.32 crores for the year under review, contrasting with a profit of INR 2.04 crores in the previous financial year.

On a consolidated basis, the company achieved a total income of INR 363.04 crores, up from INR 322.69 crores in the previous year. Unfortunately, the consolidated loss after tax for the year under review amounted to INR 9.53 crores, compared to a loss of INR 2.35 crores in the previous financial year.

Triton Valves Limited experienced losses due to fluctuations in commodity prices and foreign exchange impact, which significantly impacted its performance in the third and fourth quarters. On the other hand, Tritonvalves Future Tech managed to achieve its maiden profit despite the challenges posed by commodity and foreign exchange fluctuations. This success can be attributed to increased sales, the acquisition of new customers, and the utilization of new alloys. The company effectively controlled its fixed costs.

However, TritonValves Climatech, being a start-up primarily focused on customer acquisition and incurring fixed costs related to volume, faced another year of losses, in addition to the challenges posed by commodity and foreign exchange impacts.

3. DIVIDEND

In view of the financial results above, your Board regrets its inability to recommend any Divided.

4. CREDIT RATING

The Companys financial discipline and prudence are reflected in solid credit rating ascribed by CRISIL under:

Long-Term Rating CRISIL BBB+/Negative (Reaffirmed)
Short-Term Rating CRISIL A2 (Reaffirmed)

5. AMOUNT, IF ANY, PROPOSED TO BE TRANSFERRED TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

6. PROSPECTS FOR THE FINANCIAL YEAR 2023-24

Your Companys prospects are closely linked to the performance of the automobile and tyre industries, which are expected to show improved performance in the upcoming year. With this positive outlook, we are well-positioned to seize opportunities and meet the growing demand. By aligning our strategies with industry trends and prioritizing innovation and customer satisfaction, we are confident in our ability to navigate the market dynamics and achieve success in the year ahead.

7. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company which has occurred between the end of the financial year to which the financial statements relate and the date of this Report.

8. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS

No significant material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Companys operations in the future.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

The nature of business of your Company remains the same, during the year under review.

10. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes after March 31, 2023, till the signing of this Report.

11. DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

12. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, the Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached to the Balance Sheet of the Company. The consolidated financial statements presented by the Company include the financial results of its Subsidiary Companies. The Company does not have any Associate or Joint Venture Companies.

SUBSIDIARIES

Triton Valves Hong Kong Limited (Amt. in USD)

TritonValves Future Tech Private Limited (Amt. in INR Lakhs)

TritonValves Climatech Private Limited (Amt. in INR Lakhs)

FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
Total Income 4675310.23 140,44,612.27 24499.78 15263.61 16,87.99 659.57
Total Expenditure 4673499.09 140,06,364.48 24376.31 15506.18 2,503.15 969.27
Depreciation, Amortization Expenses - - 432.13 281.29 171.72 111.98
Profit/Loss Before Tax 1811.14 38,247.79 123.47 (242.57) (815.16) (309.70)
Tax expense (1134.58) (3,881.24) 15.39 (26.81) (3.21) (19.22)
Profit/Loss After Tax 2945.72 42,129.03 108.08 (215.76) (811.95) (290.49)
Other Comprehensive Income (Net of Taxes) - - - - - -
Total Comprehensive Income 2945.72 42,129.03 108.08 (215.76) (811.95) (290.49)

A statement containing the salient features of the Financial Statement of Subsidiary Companies in the prescribed format AOC-1 is annexed herewith as Annexure I to this Report. The statement also provides the details of the performance and financial position of the Subsidiary Companies.

13. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) read with other applicable provisions and prepared in accordance with applicable IND AS, for Financial Year ended March 31, 2023.

14. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance under Regulation 34 of the SEBI Listing Regulations read with Schedule V of the said Regulations, forms an integral part of the Annual Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

15. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report (MD&A) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report. The Management Discussion and Analysis Report is annexed herewith as Annexure VIII.

16. BOARD OF DIRECTORS

A. Appointment/ Re-appointment of Directors

In accordance with the provisions of Section 152 of the Act and the Articles of Association, Mr. Aditya M. Gokarn (DIN: 00185458), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his reappointment.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise and hold the highest standards of integrity.

None of the aforesaid Directors is disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of the Director pursuant to an order of SEBI or any other authority.

B. Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Appaiha K B was appointed as an Additional & Whole-time Director on the Board of Directors of the Company w.e.f March 6, 2023. His appointment is subject to the approval of the Shareholders through Postal Ballot vide Notice dated 2nd May 2023.

Resignation of 2 Directors

During the year under Report, Mr. Tamant Jain resigned due to personal reasons, Dr. B R Pai ceased to be the Director after the completion of his tenure.

Key Managerial Personnel (KMP)

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

• Mr. Aditya Maruti Gokarn - Managing Director

• Mr. Naresh Varadarajan - Chief Financial Officer

• Ms. Swathishree K R - Company Secretary(till 13th March,2023)

• Mr. Vishwa Hegde- Company Secretary and Compliance Officer( w.e.f 31st May 2023)

• During the year under review, Ms. Swathishree K R - Company Secretary resigned with effect from March 13, 2023.

C. Declaration by Independent Directors

In terms of Section 149 (7) of the Companies Act, 2013, Independent Directors of the Company have submitted declarations that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and also Regulation 16(I)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All our Independent Directors are registered on the Independent Directors Databank.

D. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board is required to carry out an annual evaluation of its own performance and that of its Committees and individual Directors. The Nomination and Remuneration Committee (NRC) of the Board also carries out an evaluation of every Directors performance. Accordingly, the Board and NRC of your Company have carried out the performance evaluation during the year under review.

For the annual performance evaluation of the Board as a whole, its Committee(s), and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in the evaluation of the performance. Every Director has to fill out the questionnaire related to the performance of the Board, its Committees, and individual Directors except himself by rating the performance on each question on a scale of 1 to 5, 1 being Unacceptable and 5 being Exceptionally Good. On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors. The Board was satisfied with the evaluation results.

E. Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, a separate meeting of the Independent Directors was held on March 11, 2023.

The Independent Directors at the meeting, inter alia, reviewed the following:-

• Performance of Non- Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

• Assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

F. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, laid down a Nomination & Remuneration Policy for the selection and appointment of the Directors, Key Managerial Personnel, and Senior Management, and their remuneration. The extract of the Nomination and Remuneration Policy covering the salient features is provided in the Corporate Governance Report forming part of the Boards Report. The Nomination & Remuneration Policy of the Company is available on the website of the Company and the web link is https://www. tritonvalves.com/investors/.

G. Code of Conduct for Directors and Senior Management

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and has complied with all the requirements mentioned in the aforesaid code. For further details, please refer to the Corporate Governance Report.

H. DISCLOSURES RELATED TO BOARD, COMMITTEES, AND POLICIES A. Board Meetings

The Board of Directors met Six (6) times during the year ended March 31, 2023, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The details thereof are given in the Corporate Governance Report.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on March 11, 2023, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity, and timeliness of the flow of information between the Company management and the Board.

B. Committees of the Board

In accordance with the Companies Act, 2013 and the Listing requirements, the 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 (Not Mandatory)

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

C. Board Performance Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, the performance of the Directors, and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for the performance evaluation process of the Board, its Committees and Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, the Board as a whole, and the Chairman were evaluated at a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Evaluation of the performance of all Directors is undertaken annually. The Company has implemented a system of evaluating the performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire that 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 the evaluation of the performance of the Board, its Committees, and Independent Directors as per the Companies Act, 2013 and the same is available on the Companys website at https://www.tritonvalves. com/downloads/policy/Policy_for_evaluation_of_ performamance_of_Board.

D. Remuneration Policy

The Policy has been laid down by the Nomination and Remuneration Committee for determining the remuneration of Directors, KMP, and other employees, and the criteria formulated by the Committee for determining qualifications, and positive attributes of Independent Directors is appended as Annexure V to this Report and the same is available on the Companys website at www.tritonvalves.com.

17. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors, and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2022-23.

Accordingly, pursuant to Sections 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts for the Financial Year that ended March 31, 2023, 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 of the 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 for the Financial Year ended March 31, 2023, 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP having ICAI Firm Reg. No. 117366W/W-100018 were re-appointed as Statutory Auditors of the Company for a term of 5 years and to hold the office up to the conclusion of the 51st Annual General Meeting of the Company to be held in the year 2027.

19. AUDITORS REPORT

The report given by Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors on financial statements of the Company for FY 2022-23 is part of the Annual Report. The comments on statements of accounts referred to in the report of the Auditors are self-explanatory. The Auditors Report does not contain any qualification, reservation, or adverse remark.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

20. COST AUDIT

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has appointed Messrs. Rao, Murthy and Associates, Cost Accountants, (Firm Registration No. 000065) as Cost Auditor of the Company, for the financial year ended March 31, 2023, on remuneration as mentioned in the Notice convening the 47th Annual General Meeting, for conducting the audit of the cost records maintained by the Company. A resolution seeking Members approval for remuneration payable to the Cost Auditor forms part of the Notice of the 47th Annual General Meeting of the Company and the same is recommended for your consideration.

The cost Audit Report for the year March 31, 2023, was filed with the Registrar of Companies, within the prescribed time limit.

The Company is required to maintain Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013.

Accordingly, the Company has made and maintained such accounts and records.

21. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Parameshwar G Bhat, Practising Company Secretary, to conduct Secretarial Audit for the financial year ended on March 31, 2022.

The Secretarial Audit Report issued by Mr.Parameshwar G Bhat, Company Secretary in Form MR-3 forms part of this report as Annexure IV.

Explanations by the Board on the comments of Secretarial Auditors:

Sl. No. Qualifications made by the Secretarial Auditor Explanations by the Board
a. Company has only 5 Directors from 12th July 2022 to 6th March 2023 The listed entity will pay the fine and will take necessary action to comply with the provisions.

Apart from the above the secretarial auditor has suggested a few working-level improvements to strengthen the compliance under the Companies Act further. These have been accepted by the Board and implemented.

The Board of Directors has appointed Mr. Parameshwar G Bhat, Practising Company Secretary to conduct the Secretarial Audit for FY 2022-23.

22. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

During the year under review, the Company has given the Loans, Guarantees, and Investments in compliance with the provisions of Section 186 of the Companies Act, 2013, Details of the same are given in Schedules 15 & 19 of the Notes to the Financial Statements.

23. INDUSTRIAL RELATIONS

The industrial relations of the Company have been cordial.

24. RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended in Annexure II to this report.

The Company has formulated a policy on determining the materiality of related party transactions and the same is available on the Companys website at www. tritonvalves.com.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING / OUTGO

Information on the conservation of energy, technology absorption, foreign exchange earnings, and outgo is required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure VI to this report.

26. RISK MANAGEMENT POLICY

In compliance with the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Risk Management Committee has been constituted by the Board. However, provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

Risk Assessment is done by the Senior Management team and documented in the Risk Register. Action is taken based on the possible impact of the identified risk.

27. SECRETARIAL COMPLIANCE CERTIFICATE

SEBI (LODR) (Amendment) Regulations, 2018 required the Company to obtain a ‘Secretarial Compliance Certificate in the prescribed format from a practicing Company Secretary which has been obtained and filed with the Stock Exchange.

28. 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 behavior, actual or suspected fraud, or violation of the Companys Code of Conduct & Ethics. The Whistle Blower Policy is available on the website of the Company at www.tritonvalves.com.

29. ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with the Companies (Amendment) Act, 2020, an Annual Return in MGT-7 is placed in the website of the Company at https://www. tritonvalves.com/investors/

30. SHARE CAPITAL

The Board provides the following disclosures pertaining to the Companies (Share Capital and Debentures) Rules, 2014.

Sl. No. Particulars Disclosure
1. Issue of Equity shares with differential rights Nil
2. Issue of Sweat Equity shares Nil
3. Issue of employee stock option Nil
4. Provision of money by the company for the purchase of its own shares by trustees for the benefit of employees Nil

The Authorized Share Capital of the Company is Rs. 5,00,00,000/- consisting of 50,00,000 Equity Shares of Rs.10/- each and paid up equity share capital of the Company is Rs. 1,04,00,270/- consisting of 10,40,027 equity shares of Rs. 10/- each as on March 31, 2023.

31. CAPITAL INVESTMENTS:

Capital Investments during the financial year 2022-23 were at Rs. 3.99 Crores (Net of capital work-in-progress and capital advances).

32. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

No such events took place during the year under consideration.

33. EMPLOYEE RELATIONS

During the year under review, your Company maintained cordial relationships with employees at all levels.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of Employees required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Details/Disclosures of Ratio of Remuneration to each Director to the median employees remuneration is annexed herewith as Annexure VII to this Report.

Further, the statement showing details in respect of employees of the Company is given in Annexure VII forming part of the Report.

35. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the financial year 2022-23 to BSE Limited where the Companys Shares are listed.

36. INVESTORS EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed Dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the Shares on which the Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year under review, unclaimed dividends amounting to Rs. 150748/- required to be transferred to the IEPF account.

37. 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 on the Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Policy on the Prevention of Sexual Harassment in the Workplace has already been implemented as per the directives of the Supreme Court. Further, the same policy had been amended recently in line with the recent amendments. The policy aims at the prevention of harassment of employees and lays down the guidelines for the identification, reporting, and prevention of undesired behavior.

As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiries into the complaints made by the victim on the harassment at the workplace.

During the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

38. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors comprising professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control systems in the Company, its compliance with the operating system, accounting procedures & policies at all the locations of the Company. Based on their report of the Internal Audit function, corrective actions in the respective areas are undertaken & controls are strengthened. Significant audit observations and corrective actions suggested are presented to the Audit Committee.

39. CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated CSR Policy pursuant to the provisions of Section 135 of the Companies Act, 2013. The Company has constituted a Corporate Social Responsibility (CSR) Committee comprising the following Members:

Mr. Shrihari Udupa - Chairman

Mr. S.K.Welling - Member

Mrs. Anuradha M. Gokarn Member

The details of Expenditures on CSR activities are attached as Annexure III to this Report.

40. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

41. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

42. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

This is not applicable to your Company.

43. REVISION OF FINANCIAL STATEMENT OR THE REPORT

As per the Secretarial Standards-4 in case the Company has revised its financial statements or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of judicial authority, the detailed reasons for such revision shall be disclosed in the Report for that year, as well as in the Report of the relevant financial year in which such revision is made.

There is no revision of the Financial Statements of the Company.

44. ACKNOWLEDGEMENTS

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation, and support received by the Company from the local authorities, bankers, customers, suppliers, and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors Triton Valves Limited

Shrikant Kamalakant Welling

DIN: 00050943

Place: Bengaluru

Regd. Office:

Triton Valves Limited

Sunrise Chambers, 22, Ulsoor Road,

CIN: L25119KA1975PLC002867

Bengaluru 560 042

Date: August 12, 2023