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7311.95
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Updated:24 May, 2019, 15:58 PM IST

BSE
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Updated:24 May, 2019, 16:01 PM IST

DIRECTORS' REPORT

(Including Managements' Discussion and Analysis Report)

Your Directors have pleasure in presenting their Sixtieth Annual Report, together with the Audited Accounts of the Company, for the year ended 31st March, 2016 as follows:

REVIEW OF PERFORMANCE :

a. Not withstanding the continuing general sluggishness in the economy your company witnessed a growth of around 10% in top line. While there was a decline in exports, the domestic business registered about 11% growth.

b. Aided by a combination of factors – friendly commodity prices, better utilisation of capacities and internal efficiencies EBIDTA before exceptional items registered a growth of over 24%.

c. Operating EBIDTA (before exceptional items) margin grew from 10.8% to 12.3%.

d. Your Company continued to be debt–free as at the end of 31st March, 2016 and was carrying significant net free cash.

e. As stated in the past years, your company does not follow a stand–alone margin led policy but is focussed on growth with a fair long–term return on capital employed. In spite of substantial additions to manufacturing asset base in recent years the ROCE showed marked improvement and stood at a healthy 28% (PY 24%)

f. Your Board had already paid an interim dividend of Rs.27/– per share (PY Rs.22 share),the gross pay–out ratio (including dividend distribution tax) being in excess of 33% of net profits. The said dividend is recommended to be confirmed as final dividend.

To sum up, 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. The e–commerce channel conflict was less disruptive as compared to FY 2014–15 and your company's share in this space is impressive.

A detailed analysis is provided under the section 'Management's Discussion and Analysis' forming part of this Director's Report

awards and recognitions

Your Company continued to be recognized by various agencies for its high quality performance under various parameters. During the Financial Year 15–16, your Company bagged the following awards/recognitions.

1. Readers Digest Most trusted Brand award

2. D & B top 500 Companies Award

3. Selected No 1 Brand in Kitchen Appliances by IBC Infomedia Pvt. Ltd.,

4. ICON of the year by Brands academy 9th Oct 2015

5. SUPER BRAND

6. Master Brand Award in Kitchen Appliances

7. CII Design award for Clip on Pressure Cookers

8. Brand Excellence Award

9. Industrial Design Award to Hobtop

10. TPM Excellence award from the Japan Institute of Plant Maintenance for the Coimbatore Plant.

11. Best After Sales Service Company Award in the small & kitchen appliance category from "National Award for Excellence in Customer Service.

Your Company's brand Prestige continues to be recognized as the Super Brand in the Kitchen Appliances Segment

MANAGEMENTS' DISCUSSION AND ANALYSIS

A. ECONOMY /INDUsTRY sCENARIO

There was no major improvement in macroeconomic environment in the domestic markets and the global scenario continued to be dismal. Deficient monsoon in many parts of the country and unprecedented floods in certain pockets like Tamil Nadu had adverse impact on agricultural and rural economy. Though festive season in October 2015 showed a promise, the same was short lived and the consumer sentiment continued to be depressed.

While there have been may initiatives form the Central Government to accelerate investments in infrastructure projects and to ensure that subsidies reach the target population without any leak, lack of political consensus is hampering reforms like land acquisition, recodification of labour laws, GST etc., The rural thrust in the Central Budget for FY 2016–17 and expected normal monsoon can have positive impact on the rural economy especially in the second half of the current Financial Year.

Your Company operates in the kitchen appliances segment with a wide range of product categories. The product categories consist of Pressure Cookers, Cookware, Gas Stoves and Domestic Kitchen Electrical Appliances. The market for Pressure Cookers is shared amongst organized national branded players, regional players and unorganized players. Over the years, the share of the unorganized players has been gradually coming down as there has been a shift in the consumer preference to reliable branded products. The market for organized brands is estimated at about 60% of the total market. The share of unorganized players is greater for cookware as compared to pressure cookers. For the rest of the product categories, the market structure is fragmented and the share and the role of regional brands and unorganized players continue to be significant.

Continued sluggish economic scenario is hampering spend from core middle–class giving room for down–trading by some regional brands and cropping up of some unorganised players. While there is demand for entry level models in certain categories, in other categories the demand is seen more in value added products.

The kitchen appliance category is also witnessing entry of quite a few players – regional, national as well as global players who have brand strength mostly in non–kitchen appliance business.

Going forward, proactive innovation and product differentiation will be the key to stay ahead in the market place.

b. opportunities, threats and company's response

Shareholders are aware that the Company operates out of its core strengths of brand, innovation, design, manufacturing, distribution, sourcing and service capabilities and more importantly 'Customer Engagement".

a. Opportunities within the Kitchen Domain:

The core vision of the company has been 'A Prestige in every Indian Kitchen'; the core mission being 'Quality products at affordable prices'.

The above stated strengths and vision have helped your Company to broad base its product category, consumer base and geographical coverage. Continuous interaction with the ultimate user of the product has been helping your Company in identifying the pain points and offering solutions in the form of innovative products, concepts and consumer offer of bundled products for a holistic use. This focus helps your Company to create opportunities even in the face of depressed consumer sentiment.

Your Company sees sufficient headroom for growth in its traditional product categories – pressure cookers and cookware driven by introduction of several new models with value added features. Various new variants such as Clip on, Cute Range, Granite Cookware etc., introduced in FY 2015–16 received good response even in adverse market conditions. Likewise your Company sees greater opportunity in the kitchen appliances segment – both electric and non–electric.Value added gas stoves, hob–tops; new range of mixer–grinders and induction cook tops are expected to lead the growth in the Kitchen Appliances segment. As always, a whole range of innovative assorted products relevant to kitchen (roti makers, kitchen gadgets and accessories) provides scope for significant value addition to topline as well as profits.

Your Company is slated to launch around 100 new SKUs in the financial year 2016–17.

Your Company continues to see a significant opportunity to increase its share of business in the non–south markets.

b. Opportunities beyond Kitchen Domain:

Till now all the strategy for growth has been flowing out of Kitchen Domain. Your Company's strength of constant engagement with the end consumer has thrown open new avenues for occupying the mind share of the core customer – 'the home maker' – travelling beyond kitchen. Based on customer feedback, your Company believes that as a first step outside the Kitchen Domain, Cleaning Solutions offers a good platform. A wide range of Cleaning equipment– both electrical and non–electrical – is being launched from the first quarter of FY 2016–17. The number of SKUs being launched is around 30. Your Company has already tested the domain outside the kitchen by launching 'LED Lanterns' during FY 2015–16 and the response has been encouraging.

c. Opportunities outside India: –Overseas Acquisition

Till now, the opportunity outside India has been product exports in third party brands. This has been tactical and exports have been volatile and dependent on the OE Buyers' fortunes and marketing strategies. Your Company has been scouting for acquisition of brands outside India with strengths in sales, marketing and distribution and not saddled with high–cost manufacturing. Your Company identified Horwood Homewares Limited, UK, a century old business owning and trading in well–respected brands Judge and Stellar. Your Company's wholly owned subsidiary TTK British Holdings Limited, UK acquired this business in April 2016. The subsidiary is capitalized by equity infusion to the extent of 10 million GBP from your Company. This business is currently of the order of 18 million GBP with an EBIDTA of around 3 million GBP. This acquisition is expected to leverage the manufacturing capacities of your Company as well as provide a platform to tap key markets in Europe.

d. Channel Management and service Network:

Over the last few years the method of reaching the ultimate consumer is undergoing a churn. Every channel – traditional dealers, modern format stores, own retail network or online stores – is rediscovering and re–orienting itself to maximize footfalls. This process has thrown in opportunities as well as conflicts besides disruptions. Your Company is fully seized of the situation and has put in place strategies to leverage every channel to reach the ultimate consumer.

Prestige Smart Kitchen network continues to attract good traction and provides a significant contribution to the total domestic sales. Current focus is on quality of the network rather than the quantity. The network is now well consolidated after pruning unproductive stores. Due to this process the same store growth has been healthy. The current strength of the network is 539.

Your Company is continuing the process of strengthening the service network and call–centre operations so as to ensure timely service and build customer loyalty. It also provides the platform to increase sale of original spares. Current strength of the service network is 225.

Your Company sees reasonable opportunity in OE export markets based on its modern facilities established in Gujarat. The various initiatives proposed /announced by the Government in the areas of infrastructure, smart cities,' Make in India' etc., if become fruitful can open up multifold opportunities for your Company both in domestic and foreign markets.

While there are vast opportunities in the Domestic Market, threats can continue in the form of unorganized sector and irrational discounting by regional brands. As the entry barriers are low, any lag in innovation can impact growth .

C. ANALYSIS OF PERFORMANCE :

1. Kitchen Appliances :

The products include Pressure Cookers, Cookware, Kitchen Electrical Appliances and Gas Stoves. The turnover of these product categories is given in the following table:

a. Domestic Sales grew by about 11%. Due to adverse global economic conditions exports declined by 24.3%.

b. The Pressure Cooker and cookware category registered a growth of 5.2% and 4.7% respectively. The lower growth was due to depressed market conditions in South India.

c. The sale of induction cooktop witnessed 18% growth in quantity however the value growth was in the region of 7%. Introduction of several value added models helped in improving the value realization, which was a major concern during the last year.

d. Gas stoves recorded an impressive growth of over 20%,owing to the new higher end models introduced during the fag end of the previous financial year.

e. The operating EBIDTA margin for the year was about 12.32% as compared to 11% in the previous year. This margin improvement was aided by improvement in operating efficiency through increased capacity utilization and also the softening of metal prices.

f. Not withstanding the long–term wage settlement at the Hosur Unit, the overall pay–roll cost ratio to Sales wasaround 7.1% as compared to 7.3% in the previous year.

g. The interest cost during the year was Rs.1.84 crs (PY Rs.4.47 crores). The Company was able to reduce the borrowing completely through application of free cash flows.

h. Your Company has over the last two years substantially reduced its dependence on imports which has a positive impact on margins and cash­flows. This import substitution continued during the current financial year. There was an increase in inventory at the end of the financial year to meet the plans for sale during the first quarter of FY 2016–17. However net–working capital excluding free cash was commensurate with the increased sales.

i. During the year under report your Company introduced around 125 new SKUs covering Pressure Cookers, Induction Cook Tops, Mixer Grinders, Rice Cookers, Gas Stoves and other small electric/ non–electric appliances/kitchen requisites. All these introductions received good response.

j. PSK network was consolidated and rationalized where necessary. The number of outlets as at 31.3.2016 was 539. The network now covers 26 States and 294 towns. The spread of the network is also evenly distributed between Metros, Mini–Metros, Tier 1, Tier 2 and Tier 3 cities. About 65% of the Stores are located in South and the balance in Non–South.

2. Properties & Investment :

The shareholders are aware that Your Company has handed over the development of the Dooravani Nagar, Bangalore property to Rajmata Realtors (Salarpuria) for developing an office cum residential complex. The Developers have informed that the portions of developed property allocated to your Company would be ready for marketing in the first half of the current financial year. Shareholders will be kept informed of progress made in this respect.

D. OUTLOOK

The consumer sentiment continues to be sluggish at the start of the Financial Year 2016–17 though some green shoots are visible. Depending on the progress of a normal monsoon and the impact of the Central Government's budget on rural economy and infrastructure a GDP growth of 7% is expected. Given the new business initiatives your Company expects to grow at a better rate than the economy.

E. RISKS AND CONCERNS

The various general economic risks and concerns which can impact your Company have already been outlined in the preceding sections. The concerns largely center on external factors. Your Company is continuously improving its efficiencies and is hopeful of dealing with the various challenges described in the preceding sections. Your Company will not compromise on the objective of growth and improving market share for the sake of short–term profits.

F. RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.

Your Company has a risk identification and management frame work appropriate to the size of your Company and the environment under which it operates.

Risks are being continuously identified in relation to business strategy, operations and transactions, statutory/legal compliance, financial reporting, information technology system and overall internal control framework.

Your Company has engaged the services of independent professional management auditors for advising the Company on a continuous basis on contemporary risk management framework appropriate to the size and operations of the Company. They are also carrying out risk audit on a periodical basis.

G. SHARE CAPITAL

The paid up equity share capital as on 31 st March 2016 was 11.65 Crores. The Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

H. FINANCES

Your Company continues to generate substantial post–tax operating free cash flows and the same have been applied to meet capital expenditure besides other uses including retirement of debt. Your Company continued to be debt–free and at the end of the year carried cash and cash equivalents of around Rs.26 crores and short term investments of around Rs. 44 crores. This was subsequently utilized to invest in the UK Subsidiary in April 2016.

I. INVESTMENTS

There are no changes in the investments of the Company apart from changes in liquid investments in mutual funds as part of normal treasury operations.

J. INTERNAL CONTROL SYSTEMS

Your Company has necessary Internal Control Systems in place which is commensurate with the size, scale and complexity of its operations. Your Company is continuously making improvements in internal control systems commensurate with the increasing operations. Independent team of Internal Auditors/Management Auditors are carrying out internal audits and advising the management on strengthening of internal control systems. The reports are periodically discussed internally. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

K. DEVELOPMENTS IN HUMAN RESOURCES

In pursuit of the Long Range Plan, your Company has forayed into overseas markets by establishing a subsidiary in UK. Your company is also expanding its operations beyond kitchen. Having due regard to entering new frontiers your Company has implemented strategic HR initiatives

covering talent management, leadership development etc. The in–house Human Resource Department is being further strengthened. A host of people development programmes are put in place on a continuous basis.

At the Hosur Plant, your Company concluded a long–term wage settlement during the year with better productivity terms. The entire process was cordial and smooth. Your Company continues to have cordial industrial relations in all its manufacturing units. A Voluntary Retirement Scheme was carried out in the Hosur Unit and about 54 employees opted for the same.

The direct employment strength stood at 1217 as compared to 1267 in the previous year.

SCHEME OF ARRANGEMENT:

During November 2012 the Board of Directors of your Company approved a Scheme of Arrangement (Demerger) whereby the Kitchen Appliances Division of Triveni Bialetti Industries Private Limited (TBI), (a subsidiary of Bialetti Industries SpA., Italy) with all its assets, rights, liabilities, obligations, benefits under tax laws etc., will be vested in your Company the Appointed Date being 1st April, 2012. The Scheme has been approved by the Stock Exchanges and further approved by the Honourable High Court of Madras.However the sanction of the Honourable High Court of Mumbai, the jurisdictional court for TBI is still awaited owing to an appeal filed by a minority shareholder of the Transferor Company before the Division Bench who has granted a stay of the order of the Single Judge sanctioning the Scheme.The Scheme can take effect only on vacation of this appeal and necessary effect will be given in the books of account thereafter.

TBI, which has its manufacturing base in Maharashtra, has arrangements with your company for contract manufacturing certain products for your Company.

DIRECTORS

Mr. T.T. Raghunathan 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.

FIXED DEPOSIT

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. The Company is neither inviting or accepting deposits and hence there are no deposits outstanding or remaining unpaid as at the end of 31st March, 2016.

DIVIDEND

Your directors had already approved payment of interim dividend of Rs.27/– per share for the year and the same was paid to shareholders in March 2016. Your Directors recommend treating the same as final dividend. This dividend payout is higher than the payout of Rs.22 per share for FY14–15.

FUTURISTIC STATEMENTS

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.

CORPORATE GOVERNANCE

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.

BUSINESS RESPONSBILITY REPORT

Your Company now forms part of the Top 500 listed companies of India and is mandatorily required to provide a Business Responsibly Report as part of the Annual Report in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. This report is separately presented as part of this Annual Report.

LISTING

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 THEREUNDER:

(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 5 (Five) times during the year 2015–16. 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 and Mr. R Srinivasan, Mr. K Shankaran 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 Audit Committee comprisesof Mr. Dileep Krishnaswamy as Chairman, and Mr. R Srinivasan and Mr. Arun K. Thiagarajan as Members. All the members are Independent Directors.

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 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 basis.

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 Act, 2013.

(i) Appointment / Re–appointment of Directors:

Mr.T.T. Raghunathan, liable to retire by rotation at theensuing Annual General Meeting, being eligible, offers himself for re–appointment. The Board recommends his re–appointment.

(ii) statement on Declaration by the Independent Directors of the Company:

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 Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of appointment of the Independent Directors are posted on the website of the Company <http://www>. ttkprestige.com.

(iii) Key Managerial Personnel (KMP):

The following managerial personnel are Key Managerial Personnel (KMP):

• Mr.Chandru Kalro, Managing Director as Chief Executive Officer (CEO) w.e.f. 1st April, 2015

• Mr. K. Shankaran, Director & Wholetime Company Secretary as Company Secretary; and

• Mr. V. Sundaresan, Senior Vice President – Finance as Chief Financial Officer (CFO).

(iv) Performance Evaluation of the Board, its Committees and separate meeting of Independent Directors:

In compliance with the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obliga­tions and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. During the year 2 separate meetings of Independent Directors were held to consider various aspects of Management of the Company as well as to review the performance of the Board and Non–Independent Direcotrs. More details on the same are given in the Report on Corporate Governance.

(v) 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.

(g) Auditors:

(i) statutory 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, LLP, Chartered Accountants, Chennai (Firm Registration No. 004770S/S200025) 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 Meeting.

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 2016–17 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 Company.

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, 2016 would be filed on or before the due date (i.e.) 27th September, 2016.

(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 2015–16. The Report of the Secretarial Auditor in Form MR–3 is annexed to this report as Annexure "G" The report does not contain any qualification.

(h) Transfer to Investor Education and Protection Fund:

Your Company has transferred a sum of Rs.5.18 lakhs during the financial year 2015–16 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 205C(2) of the Companies Act, 1956. The said amount represents the unclaimed dividends for the year ended 31st March, 2008, 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 shares at the beginning of the year was 1,400 and the number of shareholders was 10. Two shareholders approached to claim 200 shares during the financial year 2016. 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 this Report.

(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 has an overseas subsidiary by name TTK British Holdings Limited which was incorporated in the United Kingdom on 24th March 2016. This subsidiary was capitalized in the subsequent Financial Year i.e. in April 2016.

(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 Company <http://www.ttkprestige.com>.

(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 2015–16, 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 basis; and

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.

ACKNOWLEDGEMENTS

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

(T.T. JAGANNATHAN)

Executive Chairman

Registered Office:

Plot No.38, SIPCOT Industrial Complex, Hosur – 635 126 TamilNadu

Place : Coimbatore

Dated : 23rd May 2016

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