Directors' Report (Including Management Discussion and Analysis Report) Your Directors have pleasure in presenting the Fifty Eighth Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2016. Review of Performance: During the year under review, the revenue from operations amounted to Rs.518.86 crores as against the previous year figure of Rs.482.93 crores, a growth of around 7%. The Profit before tax includes a one-time / nonrecurring income of Rs.3.93 crores earned from the product development trials conducted for a third party by the Foods Division of your Company. A detailed review is presented under the Section "Segmentwise Performance". Dividend: Your Directors are pleased to recommend a d ividend of Rs.5.00 (50%) per Equity Share of Rs.10/- each for the year ended 31st March, 2016 [Previous Year - Rs.4.50 (45%) per Equity Share]. Share Capital: The paid up equity share capital as on 31st March, 2016 was Rs.776.60 lakhs. The Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. MANAGEMENT DISCUSSION AND ANALYSIS: (A) INDUSTRY STRUCTURE AND DEVELOPMENTS: During the year 2015-16, the GDP growth was estimated at around 7.6% as against the previous year's growth of 7.2%, which is a positive development. There was no major improvement in macroeconomic environment in the domestic markets and the global scenario continued to be depressed. 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. The exports continue to be a major cause of concern. With global demand continuing to remain subdued, exports are unlikely to provide the much needed stimulus to growth. The Indian Pharmaceutical Market (IPM) currently valued at 96,289 crores [MAT-DEC 15], grew by 14.4% as against the previous year's growth rate of 10.2%. The growth was driven by (i) growth in volume of existing brands (6.9%); (ii) new introductions (2.8%); and (iii) price revisions (4.7%). Chronic Segment grew at 17.3% vis-a-vis the growth of 12.3% in Acute Segment. Therapeutic segments like anti-diabetic, cardiology, urology and derma reported healthy growth. (Source: Pharmatrac). (B) OPPORTUNITIES AND THREATS: Opportunities: Economic growth, rising incidence of chronic diseases, increase in healthcare access and expected growth in per capita income would drive further expansion of the healthcare segment. Therefore, there is opportunity for your Company to grow the Pharma Business further. Your Company has the unique advantage of an exclusive network for distribution of OTC products. This can be leveraged for launch of new products under own brands so as to ensure improved profitability and value creation through brand building. On Medical Devices, the market continues to be dominated by imported medical devices / implants. Since your Company manufactures world class products and these are priced competitively, this segment provides opportunity for growth. The "Make in India" initiative by the Government would further enhance the growth prospect for this Segment. These products also have export potential. Considering the size of the market for food products, the Foods Business of your Company has potential for growth including branding / retail and export opportunities. Threats: The Product Patent Regime has restricted the access for Indian Pharma Companies to the latest molecules which were earlier available. However, there may be opportunities to launch products that are out of patents regimentation. The Drugs Price Control may have an adverse impact on the sales / margins of Pharmaceutical Companies. The recent action by the Central Government for banning the Fixed Dose Combinations (FDCs) may also have its impact on the overall size / growth of the Pharma market. (C) SEGMENTWISE PERFORMANCE: Your Company is engaged in Pharmaceuticals, Consumer Products, Medical Devices and Foods Businesses. A look at the performance of individual Business Segments: Pharmaceutical Business: The Ethical Pharma Business of your Company deals in Pharmaceutical Formulations both Herbal and Allopathic, in various therapeutic segments. Pharmaceuticals also include Woodward's Gripewater. Since this product is distributed through the Consumer Products Division of your Company, it is covered under the head Consumer Products Business. Ethical Products Division (EPD) & Ventura Division During the year under review, EPD and Ventura Division reported a sales turnover of Rs.149.33 crores, with a marginal growth. Attrition continues to be a cause of concern and your Company is taking every possible step to reduce the same. The performance was also partly impacted due to regulatory constraints, political disturbances in Nepal and the banning of Fixed Dose Combinations by the Central Government. Your Company, during the later part of the year had introduced a number of products in Anti-Ulcerant, Respiratory, Infertility and Gynaecology segments so as to consolidate its position in these therapeutic segments. Initial performance suggests that these new products have been accepted well by the Doctors. The strategy for 2016-17 would include enhanced focus on existing/ recently launched products, introduction of new products in select therapeutic segments and improving the productivity of the feld team through training and developmental initiatives. Animal Welfare Division (AWD) During the year under review, the Animal Welfare Division reported a sales turnover of Rs.44.43 crores, with a robust growth. All the three sub-divisions viz., Bovianim (Cattle), Gallus (Poultry) & Companim (Pet Animals) reported respectable growth with most core brands registering satisfactory growth. The momentum in business growth has been sustained through optimizing customer coverage, focused product promotion and improved f eld operational effectiveness. AWD has planned healthy growth in the current f nancial year as well and this would be achieved through high intensity campaigns, geographical expansion, enhanced customer coverage, enhanced focus on low yielding territories, product basket expansion, Farmer / Dairy / Core customer focused approach and through improved operational distinctiveness. Consumer Products Business: The Division reported a sales turnover of Rs.237.18 crores for the year, a modest performance, in an admittedly sluggish economic environment. Though Woodwards Gripe Water (WGW) recorded a moderate growth in Southern markets, lack of growth in Northern markets weighed down the overall growth. Deodorants, as a category, continued its declining trend @ 6% in volume (Women's Deo). Increased competitive spends and decline in market size made the growth very challenging. Despite the diff cult market conditions, EVA maintained its leadership position in Women's Deo category. The performance of Good Home Range has been satisfactory with a decent growth. The Condom market picked up some pace and grew by 6%. Skore Condoms distributed by your Company too grew well and retained its position as the No.3 Brand in the market, with a share of around 9.5%. Medical Devices Business: Heart Valve Division Your Company's Heart Valve Division reported a s ales turnover of Rs.13.59 crores during the year under review. There has been a marginal increase in volumes compared to the previous year. The performance of this Division continues to be impacted due to stiff competition from imported valves through price cuts, etc. Efforts are made to increase the volumes. The Vascular Graft and the Improved Heart Valve devices are ready for clinical trials, awaiting regulatory approval, which is expected to be received during the f nancial year 2016-17. During the year under review, your Company has taken up the distribution of Bi-Leafet Valves manufactured by CardiaMed, Netherlands. The registration for the import of Tissue Valves has been completed and the product would be launched shortly. Ortho Division During the year under review, Ortho Division reported a sales turnover of Rs.8.92 crores. The Ortho Division reported a healthy growth due to a good number of new doctor conversions, aided by the recent addition of more products to the range. Efforts are also made to further expand the customer base by strengthening the sales network and addition of new products both for domestic and overseas markets. Foods Business: During the year under review, the Foods Division achieved a sales turnover of Rs.60.69 crores, with a moderate growth. The new manufacturing facility at Jaipur commenced commercial production during the Fourth Quarter. Your Company's sales and distribution network is being further strengthened so as to handle the additional volumes available from the Jaipur facility. The state-of-the-art R&D Centre of the Foods Division has been upgraded with the imported pilot plant and machinery for carrying out R&D activities and the said facility has been duly recognised by the Department of Scientific and Industrial Research (DSIR). Your Company has recently initiated steps for implementing Total Productive Maintenance (TPM) at both the Hosakote and Jaipur factories. With the entry of new players, this segment is likely to see considerable competition in the coming months. Your Company would, therefore, clearly focus its efforts on differentiation through innovative products and marketing initiatives. (D) OUTLOOK: In view of the above developments and initiatives, the outlook for the Company as a whole for 2016-17 appears promising. (E) RISKS AND CONCERNS: The analysis presented in the Industry Scenario and Opportunities and Threats section of this Report throws light on the important risks and concerns faced by your Company. The strategy of your Company to de-risk against these factors is also outlined in the said sections. (F) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Your Company has necessary Internal Control Systems in place which is commensurate with the size, scale and complexity of its operations. F urther, your Company has also retained the services of an outside expert, for carrying out a thorough study of the various existing internal financial control processes and their suggestions for further improvements are also being implemented. Internal Audits are regularly conducted through In-house Audit Department and also through External Audit Firms. The Reports are periodically discussed internally. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee. ANALYSIS OF PERFORMANCE: •Revenue from Operations registered a growth of about 7% as against the previous year's figure of about 16%, with a Profit before tax of Rs.35.53 crores. This includes a one-time / non-recurring income amounting to Rs.3.93 crores earned from the product development trials conducted for a third party by the Foods Division of your Company. •During the year under review, Other Income stood at Rs.559.21 lakhs as against the previous year's figure of Rs.656.78 lakhs due to reduction in interest income on Fixed Deposits. •Goods Consumption as a percentage of Revenue from Operations for the year works out to 44.19% as against the previous year's figure of 45.44%. The reduction is due to lower input costs and better product mix. •The employee benefits expense was higher due to regular annual increments / revision in packages. •The increase in Power and Fuel expenses was mainly on account of the commencement of commercial production at the Foods Division's new manufacturing facility at Jaipur during the Fourth Quarter of the year under review. •The increase in Repairs and Maintenance expenses was mainly due to purchase of new dies for Foods Division and expenses incurred for renovating the Warehouses. •The increase in Legal and Consultancy expenses was mainly on account of the expenses incurred towards consultations for strategy development and CE marking. •The increase in R&D expenses represents the expenses incurred for various research and developmental activities undertaken at the Foods Division of the Company for the development of new recipes/ products. •Depreciation was higher on account of the proportional depreciation charged in respect of assets capitalised at the new manufacturing facility at Jaipur from the date of commencement of operations. •Lower provision for tax and higher deferred tax were due to the additional tax benefits availed (i) on the expenses incurred on in-house R&D at the Foods Division and (ii) in respect of new machinery installed and commissioned at the Foods Division's new manufacturing facility at Jaipur. •The Fixed Assets mainly represents the additions- (i) at Foods Division's new manufacturing facility at Jaipur relating to- • construction of Buildings (Rs.1061.24 lakhs); • purchase of Plant & Machinery (Rs.4158.71 lakhs); • purchase of Electrical Installations & Lift (Rs.140.16 lakhs); and • purchase of Fire Fighting Equipments (Rs.91.81 lakhs); (ii) at Foods Division's R&D facility at Hosakote relating to- • construction of Buildings (Rs.57.01 lakhs); and • purchase of Plant & Machinery (Rs.179.93 lakhs) (iii) of Leasehold residential flats at Mahindra World City (Rs.96.84 lakhs); •The increase in Investments was due to investment of Rs.10 crores in Citicorp Finance (India) Limited by way of subscription to the issue of 1,000 Listed, Rated, Secured, Redeemable, Index Linked, Non-Convertible Debentures of face value of Rs.1,00,000/- each, having a maturity of 25 months, on private placement basis. •The increase in Inventories is in line with the enhanced level of operations during the year under review and the plan for the current year. •The increase in Trade Receivables is in line with the growth in sales and there were no major overdue outstandings. •The increase in Other Current Liabilities and Trade Payables is in line with the operations and there were no major overdue payments to any creditors. H) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT: Human Resources: Your Company attaches signif cant importance to continuous upgradation of Human Resources for achieving the highest levels of effciency, customer satisfaction and growth. As part of the overall HR Strategy, training programmes have been organized for employees at all levels through both internal and external faculties during the year under review. As on 31st March, 2016, the employee strength was 1817. (Previous Year - 1809). Industrial Relations: The industrial relations during the year under review continued to be cordial. The Directors place on record their sincere appreciation for the services rendered by employees at all levels. Your Company entered into a long term wage settlement with the Medical Representatives Union of the Ethical Products Division and this will be in force for a period of three years from 1st January, 2015 to 31st December, 2017. (I) INFORMATION TECHNOLOGY: Oracle Process Manufacturing at the Foods Division of your Company at Jaipur went live during the Fourth Quarter of the year under review. E-Reporting System for the Field Staff has been fully implemented in Pharma Division. (J) FUTURISTIC STATEMENTS: This analysis 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. 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-1. (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: The Board reconstituted the Corporate Social Responsibility (CSR) Committee on 2nd November, 2015 and the Committee now consists of Mr T T Raghunathan as Chairman, Mr K Shankaran, Dr (Mrs) Vandana R Walvekar and Mr Girish Rao as Members. Mr S Kalyanaraman is the Secretary of the Committee. 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 www.ttkhealthcare.com . The Annual Report on CSR Activities is annexed to this Report as Annexure-2. The details relating to the meetings convened, etc., are furnished in the Report on Corporate Governance. (d) Composition of Audit Committee: The Board reconstituted the Audit Committee on 3rd February, 2016 with Mr Girish Rao as Chairman, Mr B N Bhagwat, Mr K Shankaran and Mr S Balasubramanian as Members. Mr S Kalyanaraman 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 key managerial personnel or their 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 repetitive in 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 the details of the transactions, in which directors / key managerial personnel 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 SEBI (LODR) Regulations, 2015. The Policy as approved by the Board is uploaded on the Company's website www.ttkhealthcare.com . The details of the Related Party Transactions in Form AOC-2 are annexed as Annexure-3 to this Report. (f) Corporate Governance: Your Company has complied with the various requirements of the Corporate Governance Code under the provisions of the Companies Act, 2013 and as stipulated under the SEBI (LODR) Regulations, 2015. A detailed Report on Corporate Governance forms part of this Annual Report. (g) 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 framework appropriate to the size of your Company and the environment in which it operates. Your Company had engaged the services of an international consultant for further fine tuning the Risk Management framework and their Report highlighting the key risks was presented to the Board. In order to effectively implement the Risk Management Framework and to address the key risks highlighted in the above Report, a Risk Management Group (RMG) was constituted with due representation from each of the Businesses / Functions of your Company. The Group continuously identifies the risks in relation to business strategy, operations and transactions, statutory / legal compliance, financial reporting, information technology system and overall internal control framework and updates the Board periodically. (h) 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) Retirement / Cessation: Dr K R Srimurthy, Independent Director resigned from the position with effect from 3rd November, 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 Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Re gulation 25(6) of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company in their meeting held on 3rd February, 2016 filled the intermittent vacancy created by the resignation of Dr K R Srimurthy, with effect from 3 rd November, 2015 by appointing Mr N Ramesh Rajan as an Independent Director of the Company, for a term of 5 years, with effect from r3 February, 2016, subject to the approval of the Shareholders. (b) Mr T T Jagannathan and Mr K Shankaran, liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment. (c) The current contractual term of appointment of Mr T T Raghunathan as Executive Vice Chairman of the Company, expires on 31 st October, 2016. The Board of Directors in their meeting held on 30 th May, 2016 re-appointed him for a further period of 5 years, effective 1st November, 2016, subject to the approval of the Shareholders. Consequent to his re-appointment as Executive Vice Chairman, effective 1st November, 2016, he would continue to occupy the position of the Chief Executive Officer (CEO) (Key Managerial Personnel) of the Company. (iii) 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 the SEBI (LODR) Regulations, 2015. The terms and conditions of appointment of the Independent Directors are posted on the website of the Company www.ttkhealthcare.com . (iv) Key Managerial Personnel (KMP): The following managerial personnel are Key Managerial Personnel (KMP): • Mr T T Raghunathan, Executive Vice Chairman [Chief Executive Officer (CEO)] • Mr S Kalyanaraman, Director & Wholetime Secretary [Company Secretary]; and Mr B V K Durga Prasad, Senior Vice President - Finance [Chief Financial Officer (CFO)] (v) Performance Evaluation of the Board, its Committees and the Directors and Separate meeting of Independent Directors: In compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details relating to performance evaluation and separate meeting of the Independent Directors are given in the Report on Corporate Governance. (vi) Remuneration Policy: Your Company adopted a Policy relating to selection, remuneration and evaluation of Directors and Senior Management. The said Policy was hosted on the website of the Company www.ttkhealthcare.com . (i) Auditors: (i) Statutory Auditors and their Report: In accordance with the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, M/s Aiyar & Co., Chartered Accountants, Chennai (Firm Regn. No.000063S) and M/s S Viswanathan LLP, Chartered Accountants, Chennai (Firm Regn. No. 004770S / S200025) were appointed as Statutory Auditors, for a term of three years to hold office from the conclusion of Fifty Sixth Annual General Meeting till the conclusion of Fifty Ninth 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 the ensuing Fifty Eighth Annual General Meeting till the conclusion of the Fifty Ninth Annual General Meeting of the Company is included under Item No.5 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 Auditors and Cost Audit Report: • Appointment for the year 2016-17: 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 "Drugs and Pharmaceuticals" are required to be audited, for the year 2016-17. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s Geeyes & Co. as Cost Auditors of the Company, for the financial year 2016-17 and fixed thei remuneration at Rs.3,50,000 plus service tax as applicable and reimbursement of travel and out-of-pocket expenses. M/s Geeyes & Co., have confirmed that their appointment is within the limits prescribed under Section141 of the CompaniesAct, 2013 and have also certified that they are free from any disqualification specified under the said Section The Audit Committee also received a Certificate from the Cost Auditors certifying their independenceand 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 ratification of the Members is sought by means of an Ordinary Resolution for the remuneration of Rs.3,50,000 plus service tax as applicable and reimbursement of travel and out-of-pocket expenses, payable to M/s Geeyes & Co., Cost Auditors, under Item No.8 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.) 2 th September, 2016. • Cost Audit Report for the year 2014-15: The Cost Audit Report for the financial year ended 3 st March, 2015 was filed on 26th September, 2015 vide SRN S39570262 on the Ministry of Corporate Affairs website. (iii) Secretarial Auditor and Secretarial Audit Report: The Board had appointed Mr R Balasubramaniam, Company Secretary in Wholetime 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 asAnnexure-4. The Report does not contain any qualification or reservation or adverse remarks (j) Transfer to Investor Education and Protection Fund: Your Company has transferred a s um of Rs.5.21 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 the due date of payment. (k) Disclosure under Schedule V(F) of the SEBI (LODR) Regulations, 2015: Your Company does not have any Unclaimed Shares issued in physical form pursuant to Public Issue / Rights Issue. (l) 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 Annexure-5 to this Report. (m) 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-6. (n) Subsidiary Company: Your Company does not have any Subsidiary. (o) Deposits: As on 31st March, 2016, your Company was not holding any amount under Fixed Deposit Account. (p) Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013: During the year under review, your Company had not given any loan and provided any guarantee under Section 186 of the Companies Act, 2013. During the year under review, your Company made an investment of Rs.10 crores in Citicorp Finance (India) Limited by way of subscription to the issue of 1,000 Listed, Rated, Secured, Redeemable, Index Linked, Non-Convertible Debentures of face value of Rs.1,00,000/- each, having a maturity of 25 months, on private placement basis. (q) 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. (r) Whistle Blower Policy: In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the Rules made thereunder and also the SEBI (LODR) Regulations, 2015, 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 Vice Chairman in exceptional cases. The Whistle Blower Policy was also hosted on the website of the Company www.ttkhealthcare.com . (s) Scheme of Amalgamation: The Board of Directors in their meeting held on 30th April, 2013 approved the Scheme of Amalgamation of TTK Protective Devices Limited (TTKPD) (formerly known as TTK-LIG Limited) and its Wholly Owned Subsidiary TSL Techno Services Limited (TSL) with your Company, the appointed date being 1st April, 2012. Under the Scheme, the Shareholders of TTKPD would be entitled for 9 Equity Shares of Rs.10/- each fully paid-up of your Company for every 2 Equity Shares of Rs.10/- each fully paid-up held by them in TTKPD. No shares would be allotted to the Shareholders of TSL as its value having been considered as part of the valuation of TTKPD. Your Company obtained necessary No Objection from the Stock Exchanges and also the approval of the Shareholders for the Scheme of Amalgamation. Your Company filed necessary petition with the Hon'ble High Court of Judicature at Madras for obtaining its sanction for the said Scheme of Amalgamation and the same is awaited. Your Directors have also extended the time limit of the Scheme upto 31st March, 2017. Necessary entries will be made in the books of accounts upon sanction of the Scheme. (t) Finance: Your Company has availed Term Loan of Rs.20 crores from Commonwealth Bank of Australia. As per the terms of sanction, the first instalment of Rs.2 crores was repaid in December 2014 and during the year under review, the second instalment of Rs.3 crores has been repaid in December 2015. The balance amount of Rs.15 crores is due for repayment by November, 2016. (u) Listing of Equity Shares: Your Company's shares are listed with- • BSE Limited (BSE), Mumbai; and • National Stock Exchange of India Limited (NSE), Mumbai (Listed with effect from 2nd December, 2015). The Listing Fees have been paid for the financial year 2016-17. (v) 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 workplace, a new legislation - The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. U nder the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any woman employee. Your Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and has constituted the Internal Complaints Committee (ICC) with an NGO as one of its Members. During the year 2015-16, there were no complaints. Further, adequate awareness programmes were also conducted for the employees of the Company. (w) Directors' Responsibility Statement: As required under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby confirm that- In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; Appropriate accounting policies had been selected and applied 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 financial year ended 31st March, 2016 and of the Profit of the Company for that period; • Proper and sufficient care had been taken 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; • The Annual Accounts had been prepared on a going concern basis; • The Internal Financial Controls had been laid down, to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and In order to ensure compliance with the provisions of all applicable laws, proper systems had been devised and that such systems were adequate and operating effectively. General: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: • Issue of equity shares with differential rights as to dividend, voting or otherwise. • Issue of shares (including Sweat Equity Shares and ESOS) to employees of the Company under any scheme. Acknowledgement: Your Directors place on record their grateful thanks to the Bankers, Customers, Vendors and Members for their continued support and patronage. For and on behalf of the Board T T JAGANNATHAN CHAIRMAN Registered Office: No.6, Cathedral Road Chennai 600 086 Place : Chennai Date : May 30, 2016 |