TTK Annual Report FY 2022 23 - Final
TTK Annual Report FY 2022 23 - Final
TTK Annual Report FY 2022 23 - Final
BOARD OF DIRECTORS
Shri. T.T Jagannathan Chairman
Shri. T.T. Raghunathan Vice Chairman
Shri. Chandru Kairo Managing Director
Shri. R. Srinivasan Director
Dr. (Mrs.) Vandana R. Walvekar Director
Shri. Dileep Kumar Krishnaswamy Director
Shri. Arun K. Thiagarajan Director
Shri. Murali Neelakantan Director
Dr. Mukund T.T Director
Shri. Dhruv Sriratan Moondhra Director
Mrs. Sandhya Vasudevan Director
Shri. V. Ranganathan Director
Shri. K. Shankaran Wholetime Director & Secretary
1
67th ANNUAL REPORT 2022-23
NOTICE TO SHAREHOLDERS
NOTICE is hereby given that the 67th Annual General Companies Act, 2013, be and is hereby appointed as a
Meeting (AGM) of the members of TTK PRESTIGE LIMITED Director of the Company, liable to retire by rotation.”
will be held on Thursday, the July 27, 2023 at 11.00 a.m. “RESOLVED FURTHER THAT pursuant to the provisions
IST through Video Conferencing / Other Audio Visual of Regulation 17 (1A) of the SEBI (Listing Obligations
Means (VC)/(OAVM) to transact the following business: and Disclosure Requirements) Regulations, 2015,
ORDINARY BUSINESS: as amended and other applicable provisions, if any,
1. Adoption of Audited Financial Statements consent of the Company be and is hereby accorded
To receive, consider and adopt the audited Financial to Mr. T. T. Jagannathan (DIN: 00191522) to hold
Statements (including the Consolidated Financial and continue to hold office as a Non-Executive/Non-
Statements) of the Company for the financial year Independent Director of the Company, liable to retire
ended March 31, 2023, together with the Reports of by rotation, notwithstanding that he has attained the
the Board of Directors and the Auditors thereon. age of 75 years”.
3
TTK Prestige Limited
31, 2024 and in respect of whom the Company has and in accordance with the special resolution of the
received a notice in writing pursuant to section 160 shareholders passed by Postal Ballot on May 03, 2019
of the Companies Act 2013 from a member signifying to Mr. T. T. Jagannathan, Non-Executive Chairman of the
his intent to propose him as a candidate for the office Company for the financial year ending March 31, 2023
of a director, be and is hereby re-appointed as an notwithstanding that such remuneration may exceed
Independent Director of the Company for a second 50% of the total annual remuneration payable to all
term of 5 (five) years from April 01, 2024 up to March Non-executive directors during the financial year.”
31, 2029 not liable to retire by rotation.” Place: Bengaluru By the order of the Board
7. Approval for payment of remuneration to Date : May 25, 2023 Sd/-
Non-Executive Directors K. SHANKARAN
To consider and if thought fit, to pass the following Wholetime Director &
resolution as a Special Resolution: Secretary
DIN: 00043205
“RESOLVED THAT in supersession of all the earlier
TTK Prestige Limited
resolutions of the shareholders and pursuant to Registered Office:
Section 197, 198 read with Schedule V and other Plot No. 38, SIPCOT Industrial Complex,
applicable provisions of the Companies Act, 2013 and HOSUR – 635 126,
the Rules made there under (including any statutory Tamil Nadu.
CIN: L85110TZ1955PLC015049
modification(s) or enactment thereof for the time
Email: [email protected]
being in force), and in terms of Regulation 17 of Website: www.ttkprestige.com
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time, approval of the NOTES:
Company be and is hereby accorded for payment of This AGM is convened being held through Video Conferencing
remuneration (excluding the fees payable to them (“VC”) / Other Audio-Visual Means (“OAVM”) pursuant
for attending the meeting of the Board or Committee to General Circular numbers 14/2020,17/2020, 20/2020,
thereof) to the non-executive directors including 2/2021, 2/2022 and 10/2022, 11/2022 issued by the Ministry
of Corporate Affairs (MCA) and SEBI Circular number SEBI/
Independent Directors of the Company, ( i. e. who are
HO/CFD /CMD2/CIR/ P/2022/62 and SEBI/HO/CFD/PoD-2/P/
not managing or whole-time directors) of a sum not
CIR/2023/4 issued by the Securities and Exchange Board of
exceeding in aggregate 2% (two percent) of the net
India (SEBI) (hereinafter collectively referred to as ‘Circulars’),
profits of the Company, computed in accordance with
which allow the companies to hold AGMs through VC/OAVM
Section 198 of the Companies Act, 2013, subject to the
considering the present COVID-19 pandemic.
total managerial remuneration payable to all directors
1. In compliance with the aforesaid Circulars, this AGM
of the Company in any financial year not exceeding the
Notice along with the Annual Report for the year
limits prescribed from time to time under Section 197
2022-23 is sent only through electronic mode to
and other applicable provisions of the Companies Act,
those Members whose E-mail addresses are registered
2013 or any statutory amendments thereof and the said
with the Company/Depositories. The AGM notice and
remuneration be paid in such amount, proportion and
Annual Report of the Company are made available
manner as may be decided by the Board of Directors of
on the Company’s website at www.ttkprestige.com
the Company from time to time.
and also on the website of the Stock Exchanges
8. Remuneration Payable to Mr. T. T. Jagannathan – where the shares of the Company have been listed
Non-Executive Chairman viz., BSE Limited - www.bseindia.com and National
To consider and if thought fit, to pass the following Stock Exchange of India Limited - www.nseindia.com
resolution as a Special Resolution: The Company has published a Public Notice by way
of advertisement in Tamil Language, the principal
“RESOLVED THAT the consent of the Company be and
vernacular language of Tamilnadu and in English
is hereby accorded pursuant to Regulation 17 (6) (ca) of
language in an English newspaper with the required
SEBI (Listing Obligations and Disclosure Requirements)
details of 67th AGM, for information of the Members.
Regulations 2015 (LODR) as amended up to date
2. The Company has availed the services of KFin
and any other applicable provisions thereof, to the
Technologies Limited, (KFintech) Registrar and Share
payment of remuneration as being paid pursuant to
4
67th ANNUAL REPORT 2022-23
Transfer Agent of the Company, as the authorised The Members / claimants whose shares, unclaimed
agency for conducting the AGM through VC/OAVM dividend, sale proceeds of fractional shares etc. have
and providing e-voting facility. been transferred to IEPF may claim the shares or apply
3. Though a member entitled to attend and vote at the for refund by making an application to IEPF Authority
meeting, is entitled to appoint one or more proxies in Form IEPF 5 (available on www.iepf.gov.in)
(proxy need not be a member of the company) to along with requisite fee as decided by it from time
attend and vote instead of himself / herself, the to time. The Member / claimant can file only one
facility of appointment of proxies is not available as consolidated claim in a financial year as per the IEPF
this AGM is convened through VC/OAVM pursuant to Rules.
the Circulars. It is in the Member’s interest to claim any un-
4. Members attending the AGM through VC/OAVM encashed dividends and for future, opt for Electronic
shall be counted for the purpose of reckoning the Clearing Service, so that dividends by the Company
quorum under Section 103 of the Act. are credited to the Member’s account on time.
5. In case of joint holders only such joint holder who is 10. Members who have not yet encashed the
higher in the order of names will be entitled to vote dividend warrant(s) from the financial year ended
during the meeting. March 31, 2016 (as detailed below) onwards (as
detailed below) are requested to forward their
6. The explanatory statement pursuant to Section
claims to the Company’s Registrar and Share Transfer
102(1) of the Act, which sets out details relating to
Agents. It may be noted that once the unclaimed
Special Businesses at the meeting, is annexed hereto.
dividend is transferred to IEPF as above, no claim shall
7. The Register of Members and the Share Transfer rest with the Company in respect of such amount.
Books of the Company will remain closed on
Financial Year Ended
Due Date of Transfer
July 22, 2023 for the purpose of AGM and payment
of dividend. March, 31 , 2017 - Interim
st
29.05.2024
March, 31st , 2017 - Final 15.09.2024
8. The final dividend, as recommended by the Board
of Directors of the Company, if declared at the March, 31 , 2018
st
29.08.2025
Annual General Meeting, will be paid on and from March, 31st , 2019 16.09.2026
August 08, 2023, to those Members whose names March, 31 , 2020
st
26.09.2027
stand registered on the Company’s Register of March, 31st , 2021 -Interim 16.12.2027
Members: March, 31 , 2021 - Final
st
12.08.2028
a) as Beneficial Owners as at the end of business March, 31st , 2022 - Interim 08.03.2029
hours on Friday, July 21, 2023 as per the list to March, 31 , 2022 - Final
st
05.08.2029
be furnished by National Securities Depository It may also be noted that the unclaimed dividend
Limited (NSDL) and Central Depository Services amounts which were lying with the Company
(India) Limited (CDSL) in respect of shares held in up to the year ended March 31, 2016 have been
dematerialized form. transferred to IEPF. The details of the unclaimed
b) as Members in the Register of Members of dividends are available on the Company’s website at
the Company after giving effect to valid share www.ttkprestige.com and Ministry of Corporate
transfers lodged with the Company, on or before Affairs at www.mca.gov.in Members are requested
Friday, July 21, 2023. to contact KFin Technologies Limited (KFintech), Unit:
9. Members are requested to note that dividends not TTK Prestige Limited, Selenium Tower B, Plot 31-
encashed or remaining unclaimed for a period 32, Financial District, Nanakramguda, Gachibowli,
of 7 (seven) years from the date of transfer to the Serilingampally Mandal, Hyderabad – 500 032.
Company’s Unpaid Dividend Account, shall be Telangana, the Registrar and Share Transfer Agents
transferred, under Section 124 of the Companies of the Company, to claim the unclaimed / un-paid
Act, 2013, to the Investor Education and Protection dividends.
Fund (“IEPF”), established under Section 12 of the 11. Members are requested to intimate, indicating their
Companies Act, 2013. Further, pursuant to the folio number, the changes, if any, in their registered
provisions of Section 124 of the Act and IEPF Rules, address, either to the Company’s Registrar and Share
all shares on which dividend has not been paid or Transfer Agents at the address mentioned above or
claimed for seven consecutive years or more shall to their respective Depository Participant (“DP”) in
be transferred to IEPF Authority as notified by the case the shares are held in dematerialized form.
Ministry of Corporate Affairs.
5
TTK Prestige Limited
12. Members are requested to note that, in order to avoid 17. Effective April 1, 2020, dividend income will be taxable
any loss/ interception in postal transit and also to get in the hands of shareholders. Hence the Company is
prompt credit of dividend through National Electronic required to deduct tax at source [TDS] from the amount
Clearing Service (NECS) / Electronic Clearing Service of dividend paid to shareholders at the prescribed
(ECS) they should submit their NECS / ECS details to rates. A Resident individual shareholder with PAN
the Company’s Registrar and Share Transfer Agents. and who is not liable to pay income tax can submit
The requisite NECS /ECS application form can be a yearly declaration in Form No.15G/15H, to avail the
obtained from the Company’s Registrar and Share benefit of non-deduction of tax at source by email to
Transfer Agents. Alternatively, Members may provide [email protected] on or before July 20, 2023.
details of their bank account quoting their folio Further no tax shall be deducted on the dividend
numbers, to the Company’s Registrar and Share payable to a resident individual shareholders if the
Transfer Agents to enable them to print such details total amount of dividend to be received from the
on the dividend warrants. Company during the Financial Year 2023-24 does not
exceed 5,000/-. Shareholders may note that in case
13. As part of the green initiatives, the Members who have
PAN is not updated with the Depository Participant/
not yet registered their E-mail addresses are requested
Register of the Company, the tax will be deducted at a
to register their E-mail addresses with their DPs in case
higher rate of 20%.
the shares are held by them in electronic form and with
KFintech in case the shares are held by them in physical Non-resident shareholders can avail beneficial tax rates
form. Upon such Registration, all communication from under Double Tax Avoidance Agreement [DTAA] i.e. Tax
the Company/RTA will be sent to the registered E-mail treaty between India and their country of residence.
address. Non- resident shareholders are required to provide
details on applicability of beneficial tax rates and
14. As required by Regulation 36 of Securities and
provide following documents:
Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015 (the º Copy of PAN card if any, allotted by Indian Income
Listing Regulations) and Secretarial Standard- 2 on Tax Authorities duly self-attested by the member.
General Meetings issued by the Institute of Company º Copy of Tax Residency Certificate [TRC] for the
Secretaries of India, the relevant details of all Directors FY 2023 - 24 obtained from the revenue authorities
seeking appointment or re-appointment at this Annual of country of tax residence duly attested by the
General Meeting are given in the annexure to the member.
Notice of the Annual General Meeting. º Self-Declaration in Form 10-F.
15. As per the provisions of Section 72 of the Act, the º No-PE [permanent establishment] certificate.
facility for making nomination is available for
º Self-Declaration of beneficial ownership by the
the Members in respect of the shares held by them.
non-resident shareholder.
Members who have not yet registered their nomination
are requested to register the same by submitting Form º Lower withholding Tax certificate, if any, obtained
No. SH-13. Members are requested to submit these from the Indian Tax Authorities.
details to their DP in case the shares are held by them Kindly note that the aforementioned documents
in electronic form, and to the RTA, KFin Technologies should be uploaded with KFin Technologies Limited,
Limited, in case the shares are held in physical form. the Registrar and Share Transfer Agent (“KFin”)
16. As per Regulation 40 of the SEBI Listing Regulations, at https://ris.kfintech.com/form15 or emailed to
as amended, securities of listed companies can be [email protected] on or before July 20, 2023.
transferred only in dematerialised form with effect The aforesaid documents are subject to verification by
from April 1, 2019. SEBI vide its notification dated the Company and in case of ambiguity, the Company
January 24, 2022 further notified that transmission reserves its right to deduct the TDS as per the rates
or transposition of securities held in physical or mentioned in the Income Tax Act, 1961.
dematerialised form shall be effected only in In case of Foreign Institutional Investors / Foreign
dematerialised form. To eliminate all risks associated Portfolio Investors tax will be deducted under Section
with physical shares, the Members are requested to 196D of the Income Tax Act @20% plus applicable
convert their physical holdings into dematerialized Surcharge and Cess.
form. In this regard, the Members may contact the 18. The Register of Directors and Key Managerial Personnel
Depository Participant of their choice. and their shareholding, maintained under Section
170 of the Act, and the Register of Contracts or
6
67th ANNUAL REPORT 2022-23
Arrangements in which the directors are interested, 21. PROCEDURE FOR REMOTE E-VOTING:
maintained under Section 189 of the Act, will be i. In compliance with the provisions of Section 108
available electronically for inspection by the members of the Act, read with Rule 20 of the Companies
during the AGM. All documents referred to in the Notice (Management and Administration) Rules, 2014,
will also be available for electronic inspection without
as amended from time to time, Regulation 44 of
any fee by the members from the date of circulation of
the SEBI Listing Regulations and in terms of SEBI
this Notice up to the date of AGM, i.e. July 27, 2023.
vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242
Members seeking to inspect such documents can send
dated December 9, 2020 in relation to e-Voting
an email to [email protected]
Facility Provided by Listed Entities, the Members
19. Procedure for Registration of email and Mobile:
are provided with the facility to cast their vote
securities in physical mode
electronically, through the e-Voting services
Physical shareholders are hereby notified that based provided by KFintech, on all the resolutions set
ion SEBI Circular number: SEBI/HO/MIRSD/MIRSD-PoD- forth in this Notice. The instructions for e-Voting
1/P/CIR/2023/37, dated March 16th, 2023, All holders are given herein below.
of physical securities in listed companies shall register
ii. However, in pursuant to SEBI circular no. SEBI/
the postal address with PIN for their corresponding
folio numbers. It shall be mandatory for the security HO/CFD/CMD/CIR/P/2020/242 dated December
holders to provide mobile number. Moreover, to avail 9, 2020 on “e-Voting facility provided by Listed
online services, the security holders can register e-mail Companies”, e-Voting process has been enabled
ID. Holder can register/update the contact details to all the individual demat account holders, by
through submitting the requisite ISR 1 form along with way of single login credential, through their demat
the supporting documents. accounts / websites of Depositories / DPs in order
ISR 1 Form can be obtained by following the link: to increase the efficiency of the voting process.
https://ris.kfintech.com/clientservices/isc/default.aspx iii. Individual demat account holders would be able
ISR Form(s) and the supporting documents can be to cast their vote without having to register again
provided by any one of the following modes. with the e-Voting service provider (ESP) thereby
not only facilitating seamless authentication
a) Through ‘In Person Verification’ (IPV): the authorized
but also ease and convenience of participating
person of the RTA shall verify the original documents
furnished by the investor and retain copy(ies) with IPV in e-Voting process. Shareholders are advised to
stamping with date and initials; or update their mobile number and e-mail ID with
their DPs to access e-Voting facility.
b) Through hard copies which are self-attested, which
can be shared on the address below; or iv. The remote e-Voting period commences at 9.00
a.m. IST on Monday, July 24, 2023 and ends at
Name KFIN Technologies Limited
5.00 p.m. IST on Wednesday, July 26, 2023.
Address Selenium Building, Tower-B,
Plot No 31 & 32, Financial District, v. The voting rights of Members shall be in proportion
Nanakramguda, Serilingampally, to their shares in the paid-up equity share capital
Hyderabad, Rangareddy, Telangana of the Company as on the cut-off date.
India - 500 032. vi. Any person holding shares in physical form and
c) Through electronic mode with e-sign by following the non-individual shareholders, who acquires shares
link: of the Company and becomes a Member of the
https://ris.kfintech.com/clientservices/isc/default.aspx# Company after sending of the Notice and holding
shares as of the cut-off date, may obtain the
Detailed FAQ can be found on the link:
login ID and password by sending a request at
https://ris.kfintech.com/faq.html [email protected] However, if he / she is
For more information on updating the email and already registered with KFintech for remote
Mobile details for securities held in electronic mode, e-Voting then he /she can use his / her existing
please reach out to the respective DP(s), where the User ID and password for casting the vote.
DEMAT a/c is being held. vii. In case of Individual Shareholders holding
20. Since the AGM being held through VC/OAVM, the securities in demat mode and who acquires shares
Route Map, Attendance Slip and proxy form are not of the Company and becomes a Member of the
attached to this Notice. Company after sending of the Notice and holding
7
TTK Prestige Limited
shares as of the cut-off date may follow steps mentioned below under “Login method for remote e-Voting and
joining virtual meeting for Individual shareholders holding securities in demat mode”.
viii. The details of the process and manner for remote e-Voting and e-AGM are explained herein below:
Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access to KFintech e-Voting system in case of shareholders holding shares in physical and non-individual
shareholders in demat mode.
Step 3: Access to join virtual meetings (e-AGM) of the Company on KFintech system to participate e-AGM and vote
at the AGM.
Details on Step 1 are mentioned below:
1. Login method for remote e-Voting for Individual shareholders holding securities in demat mode
Individual Shareholders holding 1. Existing user who have opted for Easi / Easiest
securities in demat mode with I. Visit URL: https://web.cdslindia.com/myeasinew/home/login or
CDSL
URL: www.cdslindia.com
II. Click on Login - My Easi New (Token)
III. Login with your registered user id and password.
IV. The user will see the e-Voting Menu. The Menu will have links of ESP i.e.
KFintech e-Voting portal.
V. Click on e-Voting service provider name to cast your vote.
8
67th ANNUAL REPORT 2022-23
Individual Shareholder login I. You can also login using the login credentials of your demat account
through their demat accounts / through your DP registered with NSDL /CDSL for e-Voting facility.
Website of Depository Participant II. Once logged-in, you will be able to see e-Voting option. Once you click on
e-Voting option, you will be redirected to NSDL / CDSL Depository site after
successful authentication, wherein you can see e-Voting feature.
III. Click on options available against company name or e-Voting service
provider – KFintech and you will be redirected to e-Voting website of
KFintech for casting your vote during the remote e-Voting period without
any further authentication.
9
TTK Prestige Limited
ix. Voting has to be done for each item of the notice Laptop connecting via Mobile Hotspot may experience
separately. In case you do not desire to cast your Audio/Video loss due to fluctuation in their respective
vote on any specific item, it will be treated as network. It is therefore recommended to use Stable
abstained. Wi-Fi or LAN Connection to mitigate any kind of
x. You may then cast your vote by selecting an aforesaid glitches.
appropriate option and click on “Submit”. v. As the AGM is being conducted through VC /
xi. A confirmation box will be displayed. Click “OK” to OAVM, for the smooth conduct of proceedings of the
confirm else “CANCEL” to modify. Once you have AGM, Members are encouraged to express their views
voted on the resolution (s), you will not be allowed / send their queries in advance mentioning their name,
to modify your vote. During the voting period, demat account number / folio number, email id, mobile
Members can login any number of times till they number at [email protected] Questions /
have voted on the Resolution(s). queries received by the Company till July 25, 2023 shall
only be considered and responded during the AGM.
xii. Corporate/Institutional Members (i.e. other than
Individuals, HUF, NRI etc.) are also required to send vi. The Members who have not cast their vote through
scanned certified true copy (PDF Format) of the remote e-voting shall be eligible to cast their vote
Board Resolution/Authority Letter etc., authorizing through e-voting system available during the AGM.
its representative to attend the AGM through E-voting during the AGM is integrated with the VC /
VC / OAVM on its behalf and to cast its vote OAVM platform. The Members may click on the voting
through remote e-voting. Together with attested icon displayed on the screen to cast their votes.
specimen signature(s) of the duly authorised vii. A Member can opt for only single mode of voting i.e.,
representative(s), to the Scrutinizer at email id through Remote e-voting or voting at the AGM. If a
[email protected] with a copy marked Member casts votes by both modes, then voting done
to [email protected] The scanned image of through Remote e-voting shall prevail and vote at the
the above-mentioned documents should be in the AGM shall be treated as invalid.
naming format “Corporate Name_Even No.” viii. Facility of joining the AGM through VC / OAVM shall be
Details on Step 3 are mentioned below: available for at least 2000 members on first come first
Instructions for all the shareholders, including Individual, served basis.
other than Individual and Physical, for attending the AGM ix. Institutional Members are encouraged to attend and
of the Company through VC/OAVM and e-Voting during the vote at the AGM through VC / OAVM.
meeting. OTHER INSTRUCTIONS
i. Member will be provided with a facility to attend I. Speaker Registration: The Members who wish to
the AGM through VC / OAVM platform provided speak during the meeting may register themselves as
by KFintech. Members may access the same at speakers for the AGM to express their views. They can
https://emeetings.kfintech.com/ by using the e-voting visit https://emeetings.kfintech.com and login through
login credentials provided in the email received from the user id and password provided in the mail received
the Company/KFintech. After logging in, click on the from KFintech. On successful login, select ‘Speaker
Video Conference tab and select the EVEN of the Registration’ which will be opened from 10 a.m. on July
Company. Click on the video symbol and accept the 24, 2023 to 5.00 p.m. on July 25, 2023. Members shall
meeting etiquettes to join the meeting. Please note be provided a ‘queue number’ before the meeting. The
that the members who do not have the User ID and Company reserves the right to restrict the speakers at
the AGM to only those Members who have registered
Password for e-Voting or have forgotten the User ID
themselves, depending on the availability of time for
and Password may retrieve the same by following the
the AGM.
remote e-Voting instructions mentioned above.
II. Post your Question: The Members who wish to post
ii. Facility for joining AGM though VC/ OAVM shall open
their questions prior to the meeting can do the same
at least 15 minutes before the commencement of the
by visiting https://emeetings.kfintech.com Please login
Meeting. through the user id and password provided in the mail
iii. Members are encouraged to join the Meeting through received from KFintech. On successful login, select
Laptops/ Desktops with Google Chrome (preferred ‘Post Your Question’ option which will opened from
browser), Safari, Internet Explorer, Microsoft Edge, 10 a.m. July 24, 2023 to 5 p.m. July 25, 2023.
Mozilla Firefox 22. III. In case of any query and/or grievance, in respect of
iv. Members will be required to grant access to the voting by electronic means, Members may refer to the
webcam to enable VC / OAVM. Further, Members Help & Frequently Asked Questions (FAQs) and E-voting
connecting from Mobile Devices or Tablets or through user manual available at the download section of
10
67th ANNUAL REPORT 2022-23
https://evoting.kfintech.com (KFintech Website) or V. The results of the electronic voting shall be declared to
contact Mr. Shivakumar at [email protected] or the Stock Exchanges after the AGM. The results along
call KFintech’s toll free No. 1-800-309-4001 for any with the Scrutinizer’s Report, shall also be placed on
further clarifications. the website of the Company.
IV. The Members, whose names appear in the Register of VI. The Board of Directors has appointed Mr. Parameshwar
Members / list of Beneficial Owners as on Friday, July G Hegde, (Membership No. FCS 1325 / CP No. 640,
21, 2023, being the cut-off date, are entitled to vote on Practicing Company Secretary as the Scrutinizer to
the Resolutions set forth in this Notice. A person who is scrutinize the voting process in a fair and transparent
not a Member as on the cut-off date should treat this manner.
Notice for information purposes only. Once the vote VII. The Scrutinizer will submit his report to the Chairman of
on a resolution(s) is cast by the Member, the Member the Company (‘the Chairman’) or to any other person
shall not be allowed to change it subsequently. authorized by the Chairman after the completion of
If e-mail address or mobile number of the member the scrutiny of the e-voting (votes cast during the AGM
is registered against Folio No. / DP ID Client ID, then and votes cast through remote e-voting). The results
on the home page of https://evoting.kfintech.com declared along with the Scrutinizer’s report shall be
the member may click “Forgot Password” and enter communicated to the stock exchanges, NSDL, and RTA
Folio No. or DP ID Client ID and PAN to generate a and will also be displayed on the Company’s website
password. within 48 hours after the completion of the AGM.
Members who may require any technical assistance or VIII. SEBI has mandated the submission of the Permanent
support before or during the AGM are requested to Account Number (PAN) by every participant in
contact KFintech at toll free number 1-800-309-4001 the securities market. Members holding shares in
or write to them at [email protected] electronic form are, therefore, requested to submit
their PAN to their depository participant(s). Members
holding shares in physical form are required to submit
their PAN details to the RTA.
11
TTK Prestige Limited
Additional information on Directors recommended for appointment/re-appointment as required under Regulation 36(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Forming part of the Notice of the AGM)
Item No. 3:
Brief Resume, Qualification, Experience Dr. T.T Mukund is a Reader, National Centre for Biological Services, Bangalore. He
and Nature of Expertise in specific has an illustrious academic and research background. He graduated from Cornell
functional areas University, USA and did Ph.D (Physics) at Massachusetts Institute of Technology,
Cambridge, USA. He has been on the Board of your company since May 2015 and
retires by rotation and is eligible for re-appointment.
Memberships / Chairmanships of -
Committees of other Boards
Shareholding in the Company Held in his capacity as a Partner of 1,17,10,160 Equity Shares of
M/s. T.T Krishnamachari & Co. `.1/- each.
Relationship with other Directors Dr. Mukund T.T is the son of Mr. T.T. Jagannathan and nephew of
and Key Managerial Personnel of the Mr. T.T. Raghunathan
Company
Item No. 4:
Brief Resume, Qualification, Experience Mr. T.T Jagannathan is B.Tech (IIT, Chennai – Gold Medallist). He also holds Masters
and Nature of Expertise in specific in Operations Research from Cornell University, USA. He has been on the Board
functional areas of the Company for the last 48 years. He served as the Executive Chairman of
the Company for 19 years and completed his term as Executive Chairman of the
Company on 31st March 2019. From 1st April 2019 he is serving as the Chairman
and Non-Executive Director of the Company. He has been in charge of overall
management of the Company including Long Term Strategy and Innovation till
31.03.2019. Since 01.04.2019 he has been guiding and mentoring the Company as
Non-Executive Chairman.
Memberships / Chairmanships of -
Committees of other Boards
12
67th ANNUAL REPORT 2022-23
Shareholding in the Company Held in his capacity as a Partner of 25,09,320 Equity Shares of
M/s. T.T Krishnamachari & Co. `.1/- each.
Item No. 6:
Brief Resume, Qualification, Experience Mr. Dhruv Moondhra, is an Economics Graduate from Cornell University. He has
and Nature of Expertise in specific been nominated to the Phi Beta Kappa Society, which is the oldest honour society
functional areas for the liberal arts in the United States. He has 25 years’ experience in running and
managing his own businesses.
He is the Founder and Managing Director of Steel1, a contract manufacturer of
metal components for global OEMs. He is also Founder Director of Steelmart, a
leading retailer of specialty steels in India. Dhruv is an Independent Director on the
Boards of TTK Prestige Ltd., Thirumalai Chemicals Ltd., and Director in ATE India
Private Limited.
He has been nominated to the Academic Council for Somaiya Vidyavihar University
in Mumbai.
Remuneration last drawn ` 33.36 lakh (as directors remuneration/sifting fees paid by the Company)
Remuneration sought to be paid He is entitled to remuneration and sitting fees as being paid to other non-executive
directors of the Company as may be decided by the Board from time to time
within the overall limits approved by the shareholders.
13
TTK Prestige Limited
Explanatory Statement pursuant to Section 102 of the The Board recommends the Special Resolution for the
Companies Act, 2013 and Regulation 36 of SEBI (Listing approval of the shareholders.
Obligations and Disclosure Requirements) Regulations,
2015 Mr. T. T. Jagannathan. as the resolution relates to his
Item No. 4: Appointment of Mr. T. T. Jagannathan appointment, Mr. T.T. Raghunathan, Director and
(DIN: 00191522) as Director, liable to retire by rotation Dr. Mukund T.T, Director being relatives in terms of section
2(77) of Companies Act 2013 may be considered to be
At the Annual General Meeting held on 25th July 2018,
interested or concerned in the resolution. No other director
Mr. T. T. Jagannathan was appointed as Whole-time Director
or Key Managerial Personnel or their relative is concerned or
in the capacity of Executive Chairman for a period of 5
interested in the resolution.
years from 1.7.2018 by means of a Special Resolution.
Mr. T. T. Jagannathan retired as Executive Director effective Item No. 5: Ratification of remuneration payable to Cost
from 1.4.2019 but is continuing to serve as Chairman and Auditor for Financial Year 2023-24
Non-Executive Director on the terms as approved by the
The Board at its meeting held on May 25, 2023, approved
Shareholders by means of a special resolution passed
the appointment of Ms. Jayanthi Hari, Cost Accountant, to
through postal ballot on 3rd May 2019. His current term as
conduct the audit of cost records of the Company for the
non-retiring director ends on 30th June 2023. The Board of
financial year ending March 31, 2024 at a remuneration of
Directors at their meeting held on 25th May 2023, pursuant
` 4,50,000 plus applicable taxes and out of pocket expenses,
to the recommendation of the Nomination and Remuneration
as recommended by the Audit Committee of the Company.
Committee and in accordance with the provisions of Section
161 of the Companies Ac, 2013 and the Articles of Association In accordance with the provisions of Section 148 of the Act
of the Company, have appointed Mr. T. T. Jagannathan as an read with the Companies (Cost Records and Audit) Rules, 2014,
Additional Director with effect from July 01, 2023 to hold the remuneration payable to the Cost Auditors is required to
office till the ensuing Annual General Meeting at which he be ratified by the members of the Company. Accordingly,
will be proposed to be appointed as a director liable to retire ratification by the members is sought to the remuneration
by rotation in accordance with the provisions of Sec 160 and payable to the Cost Auditors for the financial year ending
other applicable provisions of the Companies Act, 2013. March 31, 2024 by passing an Ordinary Resolution as set out
at Item No. 5 of the Notice.
Since Mr. T. T. Jagannathan is 75 years of age, his appointment
requires the approval of the shareholders by means of a The Board recommends the Ordinary Resolution at Item No.5
special resolution as required by regulation 17(1A) SEBI(LODR) for approval by the Members.
Regulations,2015. Justification for this appointment as
None of the Directors or Key Managerial Personnel of the
required by this regulation is provided below.
Company or their relatives is concerned or interested,
Mr. T. T. Jagannathan has been at the helm of TTK Prestige financially or otherwise, in this resolution.
Limited since 1975 and has substantially contributed to
Item No. 6: Re-appointment of Mr. Dhruv Sriratan
the growth of the Company and has been instrumental to
Moondhra (DIN: 00151532), as an Independent Director
lead the Company to leadership level in Small Appliance
of the company.
Industry of the Country and reach a market cap beyond
one billion dollars. The Board considered that it will be of The shareholders by a postal ballot on May 3, 2019 had
immense benefit to the company if Mr. T. T. Jagannathan appointed Mr. Dhruv Sriratan Moondhra (DIN: 00151532)
continues as a Director on the Board of the Company, as an Independent Director for a first term of 5 years from
guide, and mentor the management of the Company. It is April 01, 2019 to March 31, 2024 in accordance with the
considered important that his expertise in innovation and provisions of the Companies Act, 2013.
product development should be continuously available to As per Section 149(10) of the Companies Act, 2013, an
the Company to enable transfer of his rich knowledge and Independent Director shall hold office for a term up to five
expertise to the various functional heads. Further considering consecutive years on the Board of a company, but shall be
the Company’s vision for inorganic growth opportunities eligible for reappointment for a further term of 5 years on
Mr. T. T. Jagannathan’s expertise in acquisitions and joint passing of a special resolution by the company and that such
ventures will also be of immense use to the Company. appointment shall be disclosed in the Board’s report.
Mr. T. T. Jagannathan is willing to devote quality time of
his in guiding the Company in all the above referred areas. The Company has received (i) consent in writing from
Mr. Dhruv Moondhra (DIN: 00151532) to act as Director in
The resolution seeks approval of the shareholders for Form DIR 2 pursuant to Rule 8 of the Companies (Appointment
appointment of Mr. T. T. Jagannathan as a director of the & Qualification of Directors) Rules, 2014 (‘Appointment Rules’),
Company in terms of Section 152 and other applicable (ii) intimation in Form DIR 8 in terms of the Appointment Rules
provisions of the Companies Act 2013 and the rules from Mr. Dhruv Moondhra(DIN: 00151532) to the effect that
made thereunder and Regulation 17(1A) SEBI (LODR) he is not disqualified under sub-section (2) of Section 164
Regulations,2015.
14
67th ANNUAL REPORT 2022-23
of the Act, and (iii) a declaration to the effect that he meets The Non-Executive Directors and Independent Directors
the criteria of independence as provided in subsection (6) of of your Company bring with them significant professional
Section 149 of the Act and as per the SEBI Listing Regulations. expertise and rich experience across a wide spectrum of
functional areas such as marketing, technology, business
Mr. Dhruv Moondhra (DIN: 00151532) being eligible, has
strategy, mergers & acquisitions, finance and corporate
given his consent for his re-appointment for the second
governance. They make immense contribution and devote
term of 5 (five) years commencing from April 01, 2024 and
their substantial time in providing effective guidance to the
until March 31, 2029. Mr. Dhruv Moondhra is an Economics
management of the Company. In order to avail the services
Graduate from Cornell University. He is a member of Phi Beta
such directors it is necessary to remunerate them adequately
Kappa Society (ΦBK) which is the oldest honour society for
and in accordance with the trending Industry norm.
the liberal arts and sciences in the United States. He has
completed the Jonah Program, from AGI Goldratt Institute. The shareholders by a special resolution passed pursuant to
section 197 of the Act, through postal ballot on May 3, 2019
The Board during its evaluation was appreciative of his
had approved the payment of remuneration to directors of
valuable contribution at the Board deliberations and were
the Company who are not managing or whole-time directors
of the view that his continued association would be of
of a sum not exceeding 5% of the net profits of the Company
immense benefit to the Company considering his leadership
computed in accordance with section 198 of the Companies
quality. Based on the recommendation of the Nomination
Act 2013 and this resolution is valid till financial year 2023.
and Remuneration Committee of the Board at its meeting
In order to facilitate payment of adequate remuneration to
held on May 17, 2023, the Board of Directors, subject to the
such non-executive directors in the circumstance explained
approval of the shareholders, approved the re-appointment of
above, the Board of Directors, based on the recommendation
Mr. Dhruv Moondhra for a second term of five years
of the Nomination and Remuneration Committee, have
commencing from April 01, 2024 and until March 31, 2029.
proposed to seek approval of the shareholders for payment
Accordingly, the Board recommends the resolution for of remuneration (excluding the fees payable to the directors
re-appointment of Mr. Dhruv Moondhra as an Independent for attending meetings of the Board / Committee thereon) to
Director for the approval by the shareholders of the Company non-executive directors not exceeding in aggregate the limit
by way of Special Resolution. The disclosures under Regulation of 2% of the net profits of the Company.
36(3) of SEBI-LODR and Secretarial Standards SS-2 of ICSI are
The Board recommends the Special Resolution for approval of
appended.
the shareholders.
None of the Directors, Key Managerial Personnel and their
All non-executive directors, since the resolutions relates
relatives other than Mr. Dhruv Sriratan Moondhra to whom
to their remuneration, may be regarded as interested or
the resolution relates are, in any way, concerned or interested
concerned in the resolution. No other director/ key managerial
in the resolution.
personnel and their relatives are concerned or interested in
Your Directors commend the resolution for approval of the the resolution.
members.
Item No. 8: Remuneration Payable to Mr. T. T. Jagannathan
Item No. 7: Approval for payment of remuneration to Non-Executive Chairman
Non-Executive Directors:
Mr. T.T. Jagannathan is a Non-Executive Chairman of the
Section 197 of the Companies Act, 2013 as amended by Company and he is entitled to and is being paid the following
the Companies (Amendment) Act, 2017 permits payment remuneration as approved by the shareholders by a Special
of remuneration who are neither Managing Director nor Resolution passed through Postal Ballot on May 03, 2019:
Whole-time Directors (Non-Executive Directors) of a company
a. Remuneration per month – ` 5,00,000.
by way of commission, in excess of 1% of the net profits of
a company as computed in accordance with provisions of b. Commission of 2% of the net profits of the Company
Section 198 subject to the approval of the members by a as computed under Sec.198 of the Companies Act,
Special Resolution. 2013.
The directors have been assigned various roles, responsibilities c. Perquisites, medical insurance, company-maintained
and duties. The Companies Act, 2013 envisages that even car with Driver and other benefits as per the rules of
non-executive directors devote adequate attention and time the Company.
for the effective and good governance of the Company of
Mr. T.T. Jagannathan has been at the helm of TTK Prestige
which they are directors. Corresponding to their increased
Limited since 1975 and has substantially contributed to the
responsibilities, the Companies Act also envisages that they
growth of the Company and led it to leadership levels in Small
should be compensated adequately for their services.
Appliance Industry and reach a market cap beyond one billion
dollars. Considering his extraordinary contributions, the
15
TTK Prestige Limited
Board of Directors at their meeting held on March 29, 2019 Mr. T.T. Jagannathan, as the resolution relates to his
considered the recommendation of Nomination and remuneration and Mr. T.T. Raghunathan, Director and
Remuneration Committee and unanimously approved the Dr. Mukund T.T, Director being relatives in terms of Section
proposal of Mr. T. T. Jagannathan to continue as Non-Executive 2(77) read with Rule (4) of Companies (Specification of
Chairman of the Company. Definitions Details) Rules 2014, may be deemed to be
interested or concerned in the resolution and no other director
Further, the Board also approved the proposal of
or key managerial personnel or his relative is interested or
Mr. T.T. Jagannathan to engage with the Company in order
concerned in the resolution.
to guide and mentor with his expertise in innovation and rich
experience. Therefore, the Board approved the remuneration The resolutions at Item 8 is considered unavoidable by the
fixed by the Nomination and Remuneration Committee. Board of Directors in terms of the General circular no. 20/2020
and 02/2022 issued by the MCA, and accordingly form part of
The shareholders had also accorded approval on May 3,
the Notice of this AGM.
2019 pursuant to Regulation 17(6) (ca) of SEBI LODR for
payment of the above remuneration to Mr. T.T. Jagannathan
notwithstanding the same may exceed 50% of the aggregate
remuneration payable to all non-executive directors. However, Place : Bengaluru By order of the Board
the approval pursuant to Regulation 17(6)(ca) of SEBI LODR Date : May 25, 2023 Sd/-
is required to be obtained from the shareholders every K. SHANKARAN
financial year. Therefore, the resolution seeks the approval Wholetime Director & Secretary
of the shareholders for payment of said remuneration to DIN: 00043205
Mr. T.T. Jagannathan for the financial year ending March 31, TTK Prestige Limited
Registered Office:
2023 notwithstanding the remuneration being paid to him
Plot No. 38, SIPCOT Industrial Complex,
exceeds 50% of the aggregate remuneration paid to all the
HOSUR – 635 126,
non-executive directors during the year 2022-23. The overall Tamil Nadu.
Remuneration of Mr. T.T. Jagannathan for FY 2022 - 23 is CIN: L85110TZ1955PLC015049
` 806 lakhs. ( PY ` 872 Lakhs) Email: [email protected]
The Board recommends the Special Resolution at Item No.8 Website: www.ttkprestige.com
for approval by the shareholders.
16
67th ANNUAL REPORT 2022-23
BOARD’S REPORT
(Including Management’s Discussion & Analysis Report)
Your directors have pleasure in presenting their Sixty Seventh • Exports were impacted due headwinds caused by
Annual Report, together with the Audited Financials of the geo-political situation, tightening global financial
Company, for the year ended March 31, 2023, as follows: conditions, and slowing global economy. This resulted
in a drop in export sales from ` 98 crores to ` 69.70
FINANCIAL RESULTS (STANDALONE) Crores.
(` in Crores) • Your Company continued its focus on digitizing its
2022-23 2021-22 sales process and in its innovative marketing strategies
which helped it to maintain its sales growth against
1 Sales (Net of discounts) 2625.72 2532.15
the tough market conditions. Your company continued
2 Other Income 42.85 34.98 with its efforts on enlarging its customer base in rural,
3 EBITDA 402.24 441.21 large-format and online channels thus de-risking from
(Before Exceptional Items) dependence on a few customers in each of these
4 Profit Before Tax and channels.
Exceptional Items 349.52 395.52 • Your company launched various innovative products
5 Exceptional Items - - in all categories during the year. The Svachh range of
6 Profit Before Tax 349.52 395.52 Gas Stoves and Pressure Cookers on Svachh platforms
7 Tax Provision 89.36 101.87 maintained its momentum in the market.
8 Profit After Tax 260.16 293.65 • The commodity price increase which hit the roof in
the previous year softened/stabilised during the year
9 Other Comprehensive (1.75) (0.73)
though not significant compared to the price increases
Income
in the previous year and the prices were at a level
10 Total Comprehensive 258.41 292.92 higher than the pre-pandemic level. Due to high value
Income
inventory carried forward from the previous quarters
11 Transfer to General 26.00 29.00 till September 30, 2022 the benefit of softened prices
Reserve
did not fully accrue to your Company. The inflationary
12 Surplus carried to Balance 232.41 263.92 trends and adverse exchange resulted in increase in
Sheet key raw & packing material costs and in manufacturing
costs.
REVIEW OF PERFORMANCE/HIGHLIGHTS
• However, your Company was able to maintain a healthy
• The global economy has been continuously under margin through improved efficiencies in operations.
stress throughout the year with the global inflationary Against the pressures on lower sales growth, increase
trends due to the continued geo-political crisis. While in cost of operation, your Company delivered EBITDA
the Indian economy showed its resilience due to its of ` 402 crores (PY ` 441 Crores) and Profit before
strong macroeconomic fundamentals the impact on tax at ` 349.5 Crores (PY ` 395.5 Crores). Operating
general inflation especially on account of fuel prices EBITDA margin was at a healthy level of 15.3%
was also felt in India which took a toll on some (PY 17.4%).
consumer sectors like domestic kitchen and home
• The depreciation charge was higher at ` 47.7 crores
appliances.
(PY ` 41.7 Crores) due to investment in fixed assets.
• While the first quarter saw a significant growth due
• The Net Profit after Tax was at ` 260.2 Crores
to lower base of the comparable quarter of FY22
(PY ` 293.7 Crores).
impacted by Omicron, the growth in subsequent
quarters was tepid due to the aforesaid factors. • The standalone EPS (face value of ` 1/-) was at ` 18.77
(PY ` 21.18)
• All channels were active throughout the year though
the online channels felt the impact of re-emergence • As stated in the past years, your company does not
of offline channels. Smaller players were able to get follow a stand-alone margin led policy but is focussed
into online platform with lower price points especially on growth with a fair long-term return on capital
in entry level products. The inflation had higher employed. Operating ROCE stood at 35.9% (PY 41.7%)
impact on low-income group than on the middle & on expanded asset base as compared to the previous
large income groups.. Under these circumstances the year.
domestic sales saw a growth of 5% from ` 2434 Crores • The Company is debt-free and carried a comfortable
to ` 2556 crores. free cash of over ` 840 Crores (including short term
17
TTK Prestige Limited
Liquid investments) as on March 31, 2023. • The Best of Bharat Awards 2022 for Kitchen Appliances
• The consolidated turnover and profit before tax of category by The e4m Pride of India
the Company and its subsidiaries amounted to ` 2777 • Most Innovative Product of the Year – Svachh Pressure
Crores (PY ` 2722 Crores) and ` 343 Crores (PY ` 411 Cooker & Gas Stove by Asia Innovative Congress &
Crores) respectively. Awards
• As you are aware in the Q4 of previous year your • Best Kitchen Appliances Brand 2022 by National
Company made a strategic investment in Ultrafresh Feather Awards
Modular Solutions Ltd (Ultrafresh) engaged in the • Outstanding citizen Award to Mr.Chandru Kalro, CEO
business of Modular Kitchens and kitchen appliances by Sindhi Chamber of Commerce
having many franchisee outlets across India. In early
• Best Awareness Creating Campaign for Social Cause by
Jan 2023 your Company increased its shareholding
The Mommy 2022 Awards
in Ultrafresh from the earlier 40.8% to 51% and thus
Ultrafresh became a subsidiary of your Company • Zee National Achievers Award - Most Innovative
from that date. The financials of Ultrafresh has been Kitchen Appliance – Svachh Range Of Gas Stove by Zee
considered in the consolidated financial statements Digital
appropriately for these periods. • India’s Retail Champions award 2022 by Retailers
Association of India
Your Board of Directors consider the performance of your
Company during the year as commendable given the recession • National Awards for Marketing Excellence and Brand
and inflationary environment. Your Company continues Leadership by Economic Times Ascent
to maintain its leadership in market share both in value & • Most Admired e-commerce Company of the
volume terms across major product categories. Year: Marketing and Customer Reach by IMAGES
Your directors are happy to recommend a dividend of ` 6.00 e-commerce Award 2022
per share of face value ` 1/- each for FY 23 (PY ` 6.00 per • Best Traditional Marketing Campaign Award 2023
share of face value ` 1/- each). for AFA Campaign by Indian Business Council –Name
A detailed analysis is provided under the section Awards
‘Management’s Discussion and Analysis’ forming part of this
MANAGEMENT’S DISCUSSION AND ANALYSIS
Director’s Report.
A. ECONOMY / INDUSTRY SCENARIO
AWARDS AND RECOGNITIONS General Economy: As mentioned in the highlights,
Your Company continued to be recognized by various agencies the global economy witnessed inflationary trends
for its high-quality performance under various parameters. and recession during the year due to continued geo-
During the Financial Year 2022 - 23, your Company bagged political tensions despite waning of the impact of
the following awards/recognitions. covid pandemic. However Indian economy showed
• “Great Place to Work” by Great Place to Work® its resilience during the year due to its strong
Institute, India fundamentals. The inflation especially on the items
for day-to-day consumption affected the customer
• “Top 50 Companies with Great Managers” by People
sentiment affecting the market growth. The Indian
Business in partnership with The Economic Times
industry sector witnessed a modest growth of 4.1%
• “Top 100 Great Managers” by People Business in in FY 23 compared to its strong growth of 10.3% in
partnership with The Economic Times FY 22 primarily due to input cost pressures, supply
• “Leading CIO of the year for Digital Transformation” by chain disruptions and slowing down of global
CII – Center for Digital Transformation, India. economy. Annual growth in Private Final Consumption
• “CIO100” award for the innovative CIO practices by Expenditure which was at 20% in the quarter ending
Foundry (Formerly International Data Council (IDC)) June 2022, fell to 8.8% in September 2022 and just
2.2% in December 2022, which suggests a weakening
• “CSO100” award for the Cyber resilience practices by
of consumption demand momentum in the economy.
Foundry (Formerly International Data Council (IDC))
This slow down seems to have continued in Q4 FY 23
• “CIO TRENDSETTER AWARD 2022” by ELETS as well. The export which showed a strong growth
TECHNOMEDIA in FY 22 continued somewhat in the first quarter of
• “Eminent Jury member for SAP Ace award” by SAP FY 23 but slowed down in the second half of the current
Indus financial year due to global economy falling into
• “Superbrand 2023” by Superbrands India Media recession. However, the strong domestic consumption
Private Limited growth and investment revival is expected to keep
industrial production active. The travel, entertainment
18
67th ANNUAL REPORT 2022-23
and hospitality industries have gained momentum year, hit the head winds due to global recession and
during FY 23. The policy rates hikes helped to control unprecedented inflation in the developed markets
inflation which helped Indian economy to move ahead driven by extended geo-political. With the ‘Make in
of many of the developed nations. India’ push and with India becoming an attractive
Industry: Your Company primarily operates in the
destination for sourcing, India is expected to reap
Kitchen Appliances segment with a wide range of the benefits on exports once the global recessionary
product categories. The product categories broadly trends fade away.
consist of Pressure Cookers, Cookware, Gas Stoves, Your Company: Even under these difficult economic
Domestic Kitchen Electrical Appliances and Cleaning conditions your Company maintained its leadership
Solutions. The market for all these segments consists position in key categories like Pressure Cookers,
of organized national brands, regional brands as well Cookware, Value added Gas Stoves, Induction Cook
as unorganized players. Except for Pressure Cookers, top, Kettles, etc and is steadily improving its market
Cookware and Induction Cooktops, the market for the share in the Mixer Grinder segment. Indigenisation
rest of the key product lines is fragmented and is shared of some small appliances hitherto imported from
by several players. Over the last five years or so many China has stabilized. The models launched under
players both big and small have been entering as well Svachh platform viz. Pressure Cookers and Gas Stoves
as exiting the appliance categories and the churn is still continued do very well during the year. Your Company
going on. Reorganization, mergers/acquisitions etc are is continuously investing in innovative products with
also seen in this industry. With E-Commerce becoming designs that remove the pain points of the consumers,
an active channel over the last couple of years it has in strengthening its manufacturing capability and
become a platform for intense competition as even sourcing capacities through automation and creating
regional and small players could reach out to pan India additional facilities. Your Company continues to
through this channel. maintain cordial relations with all its channel partners
Consumer/Channel Scenario: The inflationary trend – whether online or offline and has proactively
impacting customer sentiments and its stress on minimised the conflict among the various channels
disposable income of low and middle income group, without compromising on product offerings and
global economic recessionary conditions acted as without succumbing to predatory pricing pressures.
an impediment to register significant growth during Your Company maintains significant presence in all
the year in both domestic and export market. With channels – traditional retail, online, large format stores,
the work-from-home being replaced with hybrid rural, institution, CSD etc besides your Company’s
structure or work from office has taken away fully Prestige Xclusive network of Stores spread across
the impact of pent-up demand as well as home India.
improvement intensity seen in the last two years. Your Company will continue to focus on product
Further with complete relaxation of all restrictions innovation and differentiation coupled with innovative
owing to covid pandemic the share wallet for durable distribution and digitalization of sales and marketing
items substantially came down with consumers processes to stay ahead in the marketplace.
allocating substantial share of their purse towards
B. ANALYSIS OF PERFORMANCE:
travel, entertainment and hospitality which faced
lot of restrictions in the previous years. Value added 1. KITCHEN & HOME APPLIANCES:
innovative products gained ground during the year. The products include Pressure Cookers, Cookware,
The revival in the real-estate construction industry Kitchen Electrical Appliances, Gas Stoves, and
is aiding demand from new homes. The exclusive Home Appliances. The turnover of these product
retail channel has shown a robust growth reflecting categories is given in the following table:
a strong presence in the market. The e-commerce felt (` in Crores)
the impact of re-emergence of offline channels. Both
2022-23 2021-22
online and large format off-line channels have been
Domestic Export Total Domestic Export Total
competing each other with huge discounts especially
Pressure
with reference to entry level products. Smaller players Cookers
were able to get into online platform with lower (including
Microwave
price points especially with reference to entry level Pressure
products. Allocation of inventory to various channels Cookers) 800.50 26.77 827.27 740.18 45.80 785.98
with healthy and realistic price-points is becoming a Cookware 377.82 40.19 418.01 370.26 46.45 416.72
challenge. Gas Stoves 332.60 0.51 333.11 340.06 0.41 340.47
Export Market: With India gaining momentum in
Mixer 275.01 0.72 275.73 245.18 4.37 249.55
the exports of consumer durables in the previous Grinder
19
TTK Prestige Limited
20
67th ANNUAL REPORT 2022-23
as an associate for the period up to December FY 2023-2024 the Company decided to
2022 and as Subsidiary from January 2023. reposition the Judge Brand and has plans
Ultrafresh achieved a turnover of ` 23 Crores to launch various products in Judge brand
during the year (PY ` 14 Crores) with an EBITDA of and also expand its distribution network to
` (9.9) Crores (PY: ` (6.4) Crores). support this objective.
Being an Associate Company up to December e. As your Company is in the home and
2022, the net loss of Ultrafresh for the period from kitchen appliance domain, the investment
1st April to 31st Dec 2022 proportionate to the in infrastructure, the return of the migrants
shareholding up to that period viz. ` (2.22) Crores to the cities to aid real estate industry, the
is consolidated appropriately in the Consolidated return to normalcy on shopping, preference
Financials. For the period from January 2023 to to hybrid mode of working in some of the
March 2023 the net loss of ` (3.3) Crores is sectors, may support the need for improving
considered in the Consolidated Financials as kitchens and replacing appliances and thus
applicable to Subsidiary. support the demand for such products.
The improvement in the real estate sector,
The consolidated financials are attached to this
increase in gifting during special occasions
Annual Report separately.
which was subdued due to restrictions on
(c) OUTLOOK & OPPORTUNITIES: gatherings, may further support the demand.
a. The Reserve Bank of India has projected The revival of the travel, entertainment
a GDP growth of 6.5% in real terms for and hospitality industry will bring in more
FY 2023. As per the economic survey, this employment opportunities yielding a larger
stem from number of positives like the customer base.
rebound of private consumption given f. Your Company, as always, focuses on
a boost to production activity, higher improvement in efficiencies and management
Capital Expenditure (Capex), near-universal of critical costs to deliver decent profits even
vaccination coverage enabling people to if growth may be impaired.
spend on contact-based services, such as
g. Your company is comparatively better placed
restaurants, hotels, shopping malls, and
owing to its brand salience, exclusive retail
cinemas, as well as the return of migrant
network across India besides strong presence
workers to cities to work in construction sites
in every other channel that reaches the end
leading to a significant decline in housing
consumer.
market inventory, etc.
h. Your company is debt-free, and all its
b. However, with the continued geo-political
manufacturing and sourcing facilities
crisis and the global slowdown and the
with adequate capacities and human
unprecedented inflationary trends in
infrastructures can increase supplies to the
developed market, the near-term outlook is
market at short notice.
uncertain for growth prospects. The growth
is expected to stabilize during the second i. The global economic prospects for the
half of FY 2024. next year have been weighed down by the
combination of a unique set of challenges
c. Despite the deteriorating global situation
expected to impart a few downside risks. The
the agencies worldwide continue to project
impact of monetary tightening is beginning
India as the fastest growing major economy
to show in slowing economic activity,
in FY 2023.
especially in Advanced Economies. Besides
d. The Union Budget for FY 2024 has laid this, adverse spill overs from the prolonged
emphasis on inclusive development, youth strains in supply chains and heightened
power, infrastructure and investment and uncertainty due to geo-political conflict have
unleashing the potential. The aim is to broad further deteriorated the global outlook.
base the development. This is expected to These might have impact on the export
cause structural change in the segmentation growth.
of consumers based on income levels. Your
j. The shifting sizable portion of the
Company is developing brand, channel and
manufacturing by the global brands to
product related strategies to cover various
Country outside China is continuing to
income segments and hitherto unpenetrated
benefit India. Your Company’s export
consumer groups and geographies. During
customers continue to show much interest
21
TTK Prestige Limited
to increase their sourcing from the Company from some channels can continue to exist.
during FY 2023 and we expect this to further Consolidation of big-format and online channels
strengthen during FY 2024 subject to no in a few hands can cause disruptions in the short-
further impact in the global economy. term both for traditional small retail players and
k. However, with India’s recovery from the organized national brands. Any delay in innovation
pandemic being relatively quick, the growth of new and differentiated products can impact
in the upcoming year will be supported by growth due to these developments. Fluctuation in
solid domestic demand and a pickup in capital the commodity prices is also a major threat as it
investment. The current growth trajectory may not be possible for your Company to pass on
will be supported by multiple structural the impact of cost increases to consumers in full.
changes that have been implemented over The dynamic cost management process adopted
the past few years. by your Company will ensure healthy margins
at EBITDA levels as demonstrated in the last few
l. India’s underlying economic fundamentals
years.
are strong and despite this turbulence the
impact on the long-term outlook will be (f) RISKS AND CONCERNS
marginal. If the projected GDP growth of The various general economic risks and concerns
6.5% is realized, your Company is confident which can impact your Company have already
of registering a double-digit growth in the been outlined in the preceding sections. The
coming year. concerns largely centre around external factors.
(d) MEDIUM & LONG-TERM STRATEGY: (g) RISK MANAGEMENT
a. As the members are aware your Company Your Company has a Risk Management Committee
has adopted an expansive Vision – To Delight in place as required under SEBI (LODR) Regulations
Home Makers with Innovation and To Make the details of which are provided in the Report on
Company’s products available at Every Corporate Governance.
Home. Your Company has developed and implemented
b. Your Company based on this vision had a Risk Management Policy which includes
developed strategies to increase its product identification of elements of risk, if any, which
base and customer base across India both in the opinion of the Board, may threaten the
rural and urban to double the turnover in existence of the Company. The detailed Policy is
about 5 years from the base of FY 2022. available on the website of the Company under
c. The blueprint that has been prepared is still ‘Policies’ at www.ttkprestige.com
relevant even under the current uncertain Your Company has a risk identification and
conditions and some tweaking has been in management framework appropriate to the size
tune with the changed conditions. of your Company and the environment under
d. Shareholders are aware that your Company which it operates. The process involves identifying
operates out of its core strengths of both external and internal risks and the readiness
brand, innovation, design, manufacturing, to respond to extreme risks like calamities and
distribution, sourcing, and service disasters.
capabilities and more importantly ‘Customer Risks are being continuously identified in relation
Engagement’ and will continue its efforts to to business strategy, business continuity /
further fortify these strengths. contingency plans, operations and transactions,
In the medium and long-term, your Company statutory / legal compliance, financial reporting,
expects to maintain a healthy EBITDA margin information technology system, cyber security and
and Return on Capital Employed subject to overall internal control framework. In line with the
commodity prices remaining stable within a recently notified amendments to the SEBI (LODR)
range and the geo-political tensions do not Regulations the scope includes sustainability
escalate further. factors-environment, social and governance.
22
67th ANNUAL REPORT 2022-23
Your Board is periodically reviewing the broad (l) INVESTMENTS
risk framework to ensure that there is a dynamic
During the year, your Company invested an
process to capture and measure key elements of amount of around ` 10 Crores in M/s Ultrafresh
risks. Modular Solutions Limited through subscription
(h) CYBER SECURITY: of shares and increased its shareholding to 51%
The new world reality is cyber-physical, as people, in that company. Other than this your Company
assets and technology increasingly combine due to carries short-term investments in mutual funds
macro trends driven by demographics, economics, as a part of treasury operations as mentioned in
and geopolitics. This is a time of extraordinarily high para - j.
volatility, diverse uncertainties with an increase (m) INTERNAL CONTROL SYSTEMS
in cyber threats & risks. In addition, acceleration Your Company has necessary Internal Control
on Digital and transformation programs, there is Systems in place which is commensurate with the
emergence of new cyber threats on progressive size, scale, and complexity of its operations. Your
organisations, like us. Company is continuously making improvements
Your Company has devised cyber resilience in internal control systems keeping in view the
strategies to not only defend our organisation increasing level of activities. Independent team
from above uncertainties, but gone ahead to of Internal Auditors/ Management Auditors are
next level of combat, considering ever-changing carrying out internal audits and advising the
world of cyber threats. We are establishing Cyber management on strengthening of internal control
Security hygiene to equip our organization with systems. The reports are periodically discussed
effective defence and more resistant to threats. internally. Significant audit observations and
(i) SHARE CAPITAL corrective actions thereon are presented to the
Audit Committee.
The paid-up equity share capital as on March 31,
2023, was ` 13.86 Crores (PY ` 13.86 Crores). (n) DEVELOPMENTS IN HUMAN RESOURCES
The Authorised Capital of your Company is at ` 15 As per our vision and long-range plans, your
crores divided into 15,00,00,000 equity shares of company continued with its focus on implementing
strategic HR initiatives in the areas of learning and
` 1/- each.
development, talent management, succession
Employee Stock Option Plan planning etc. To build a future ready organisation,
In May 2023, your Company got the approval of your company continues to invest on hiring
the members for grant of options to the eligible external talent wherever needed while providing
employees of the Company / its subsidiary career growth opportunities for internal talent.
companies up to 1% of the paid-up share capital To build and sustain a High Performance and High
viz. 1,386,410 shares of face value ` 1/- each Trust culture, your company has participated in
under TTK Prestige Limited – Long Term Incentive the globally renowned Great Place to Work study
(Stock Option) Plan 2023. The grant of options conducted by Great Place to Work Institute and
for the eligible employees will be made by the has been re-certified as a Great Place to Work for
Nomination Remuneration Committee post the 2nd year in a row with much-improved scores
receipt of in-principle approval for the scheme by on all parameters over the last year which is a
the stock exchanges. testament of our commitment to uphold a value
(j) FINANCES based culture. In addition to this, Company has
also re-articulated the existing 3 core values of
Your Company continues to generate
Trust, Transparency and Knowledge by adding two
substantial post-tax operating free cash flows
more core values of Care & Agility.
and the same have been applied to meet
capital expenditure besides other uses including In line with our strategic objective of Digital First
investments in Ultrafresh Modular Solutions approach, your company continues to digitize
Limited, and payment of dividend. Your Company key HR processes and systems by leveraging
on a standalone basis continued to be debt-free technology to enhance process efficiency, ease
and at the end of the year carried cash and liquid of administration and enhance overall employee
investments of over ` 840 Crores after investments experience. Company has also taken necessary
in Ultrafresh Modular Solutions Limited to the steps to provide training to its employees through
tune of around ` 10 Crores. self-paced E-Learning platforms. Health and
wellness of our employees has been one of the top
(k) CAPITAL EXPENDITURE PLANS
priorities for the company in the post pandemic
Your Company has spent about `68 crores in era. To address mental wellness issues prevailing
FY 2023 including automation and establishing in our society, your company has organised
additional lines. The capex for FY 2024 is estimated several emotional wellness camps/webinars across
at around `70 crores including normal capex, locations with the help of expert counsellors to
logistics and capacity augmentation. support employees on emotional wellness issues/
concerns.
23
TTK Prestige Limited
24
67th ANNUAL REPORT 2022-23
parties, pursuant to the omnibus approval so granted, criteria of independence as laid down under
is placed before the Audit Committee and the Board of Section 149(6) of the Companies Act, 2013 and
Directors for their approval/ ratification on a quarterly Regulation 25 of SEBI (Listing Obligations and
basis. Disclosure Requirements) Regulations, 2015.
The Register of Contracts containing transactions, in The terms and conditions of appointment of the
which directors are interested, is placed before the Independent Directors are posted on the website
Audit Committee / Board regularly. of the Company www.ttkprestige.com
The Board of Directors of the Company, on the (iii) Key Managerial Personnel (KMP):
recommendation of the Audit Committee, adopted The following managerial personnel are Key
a policy on Related Party Transactions, to regulate Managerial Personnel (KMP):
the transactions between the Company and its • Mr. Chandru Kalro, Managing Director as
Related Parties, in compliance with the applicable Chief Executive Officer (CEO).
provisions of the Companies Act, 2013 and the SEBI
• Mr. K. Shankaran, Wholetime Director &
(LODR) Regulations, 2015. The Policy as approved by
Secretary.
the Board is uploaded on the Company’s website at
www.ttkprestige.com • Mr. R. Saranyan, Executive Vice President –
Finance as Chief Financial Officer (CFO).
The details of the Related Party Transactions in Form
AOC - 2 are annexed as Annexure B to this Report. (iv) Performance Evaluation of the Board,
its Committees and Separate meetings of
e. Directors and Key Managerial Personnel:
Independent Directors:
None of the Directors is disqualified from being
In compliance with the provisions of the Companies
appointed or holding office as Directors, as stipulated
Act, 2013 and Regulation 17(10) of SEBI (Listing
under Section 164 of the Companies Act, 2013.
Obligations and Disclosure Requirements)
(i) Appointment / Re-appointment of Directors: Regulations, 2015, the performance evaluation of
(a) Dr. Mukund T.T is liable to retire by the Board was carried out during the year under
rotation at the ensuing Annual General review. During the year, one separate meeting
Meeting and being eligible, offers himself of Independent Directors was held to consider
for re-appointment. The Nomination and various aspects of management of the Company
Remuneration Committee has approved his as well as to review the performance of the Board,
re-appointment and the Board recommends its committees, and non-independent Directors.
his re-appointment. More details on the same are given in the Report
(b) There are no changes to the composition of on Corporate Governance. The Board evaluation
Directors during the year. for FY 2022-23 was completed at the Meeting
held in March 24, 2023.
(c) Pursuant to the Special Resolution passed by
the shareholders on March 08, 2023, Mrs. (v) Remuneration Policy:
Sandhya Vasudevan and Mr. V. Ranganathan Your Company follows a policy on remuneration
have joined the board as Independent of Directors and Senior Management. The policy
Directors from April 01, 2023. is framed by the Nomination and Remuneration
(d) Mr. Dhruv Moondhra, who holds office of Committee and approved by the Board. The
the Independent Director till March 31, 2024 remuneration (including all components) to senior
is proposed to be reappointed for a second management i.e., till one level below the CEO
term of 5 years from April 01, 2024 subject including functional heads, are as approved by the
to the approval of the shareholders in the Nomination and Remuneration Committee and
ensuring Annual General Meeting. the Board. More details on the same are given in
the Report on Corporate Governance.
(e) Mr. T. T. Jagannathan, Non-Executive
Chairman, whose current term will come f. Auditors:
to an end on June 30, 2023, was appointed (i) Statutory Auditors and their Report:
as an Additional Director by the Board at M/s. PKF Sridhar & Santhanam LLP have carried out
their meeting held on May 25, 2023 and the Audit for the financial year under review. The
will be appointed as director liable to retire Auditors’ Report to the Shareholders for the year
by rotation with effect from July 01, 2023, under review does not contain any qualifications.
subject to the approval of the Shareholders
(ii) Cost Auditor and Cost Audit Report:
in the ensuing Annual General Meeting.
Pursuant to Section 148 of the Companies Act,
(ii) Statement on Declaration by the Independent
2013 read with The Companies (Cost Records and
Directors of the Company:
Audit) Amendment Rules, 2014, the Cost Records
All the Independent Directors of the Company of the Company relating to “Stainless Steel
have given declarations under Section 149(7) Pressure Cookers and Cookware” are required to
of the Companies Act, 2013 that they meet the be audited.
25
TTK Prestige Limited
26
67th ANNUAL REPORT 2022-23
against victimization of director(s)/employee(s) who estimates that are reasonable and prudent, so as to
avail of the mechanism and also provide for direct give a true and fair view of the state of affairs of the
access to the Corporate Governance Officer/Chairman Company at the end of the financial year and of the
of the Audit Committee / Chairman of the Board in profit or loss of the Company for that period;
exceptional cases. c. that they have taken proper and sufficient care for
The Whistle Blower Policy is made available on the the maintenance of adequate accounting records,
website of the Company www.ttkprestige.com in accordance with the provisions of this Act for
o. Obligation of your Company under the Sexual safeguarding the assets of the Company and for
Harassment of Women at Workplace (Prevention, preventing and detecting fraud and other irregularities.
Prohibition and Redressal) Act, 2013: d. that they have prepared the annual accounts on a
Your Company has adopted a policy for prevention going concern basis.
of Sexual Harassment of Women at Workplace and e. they have laid down internal financial controls to
has constituted the necessary Committee/(s) for be followed by the Company and that such internal
implementation of the said policy and deal with any financial controls are adequate and are operating
complaints. During the year 2022-23, there were effectively; and
no complaints. Your Company regularly conducts
f. they have devised proper systems to ensure compliance
awareness programmes across its units in this regard.
with the provisions of all applicable laws and that such
p. Registered Office: There has been no change in the systems are adequate and operating effectively.
location of the Registered Office of your Company.
q. Annual Return: In accordance with the Companies ACKNOWLEDGEMENTS
Act, 2013, the annual return in the prescribed format Your directors deeply appreciate and acknowledge the
is available at www.ttkprestige.com significant and continued co-operation given to your Company
by the Bankers, Financial Institutions, Business Partners and
DIRECTORS’ RESPONSIBILITY STATEMENT the employees of the Company.
As required by Sec.134 (5) read with Sec.134 (3)(c) of the
Companies Act, 2013 your Directors confirm.
Place: Bengaluru For and on behalf of the Board
a. that in the preparation of the annual accounts, the Date: May 25, 2023 (T.T. JAGANNATHAN)
applicable accounting standards have been followed, Chairman
along with proper explanation relating to material Registered Office:
departures.
Plot No. 38, SIPCOT Industrial Complex,
b. that they have selected such accounting policies and Hosur – 635 126
applied them consistently and made judgments and
Tamil Nadu
27
TTK Prestige Limited
ANNEXURE - A
ANNEXURE TO BOARD’S REPORT
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. Brief outline on CSR Policy of the Company:
CSR PHILOSOPHY AND POLICY:
The Company considers society as an important stakeholder and shall discharge its responsibilities to the society
proactively. The activities or projects that will be undertaken by the Company shall include one or more of the following
as may be recommended by the CSR Committee and approved by the Board of Directors:
i. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and san-
itation including contribution to the Swachh Bharat Kosh set-up by the Central Government for the promotion
of sanitation and making available safe drinking water;
ii. Promoting education, including special education and employment enhancing vocation skills especially among
children, women, elderly, and the differently abled and livelihood enhancement projects;
iii. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; set-
ting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing
inequalities faced by socially and economically backward groups;
iv. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare,
agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contri-
bution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
v. Protection of national heritage, art and culture including restoration of buildings and sites of historical
importance and works of art, setting up public libraries, promotion and development of traditional arts and
handicrafts;
vi. Measures for the benefit of armed forces veterans, war widows and their dependents Central Armed Police
Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows;
vii. Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;
viii. Contribution to the Prime Ministers’ National Relief Fund or Prime Minister’s Citizen Assistance and Relief
in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the Central Government for
socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other
backward classes, minorities and women;
ix. (a) Contribution to incubators or research and development projects in the field of science, technology,
engineering and medicine, funded by the Central Government or State Government or Public Sector
Undertaking or any agency of the Central Government or State Government;
(b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and
autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology
(DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda,
Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information
Technology and other bodies, namely Defence Research and Development Organisation (DRDO); Indian Council
of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and
Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine
aimed at promoting Sustainable Development Goals (SDGs);
x. Rural development projects;
xi. Slum area development
xii. Disaster management, including relief, rehabilitation and reconstruction activities.
Such other projects as may be notified by the Government from time to time.
The company shall give preference to various local areas and areas around which the Company is carrying out its
activities.
28
67th ANNUAL REPORT 2022-23
b. Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6)
Item from
the list of
Sl. Local Area
Name of the Project activities in Location of the Project Project duration
No. (Yes/No)
Schedule VII
to the Act
1. Rehabilitation (ix) No Tamil Nadu Chennai 3 years
Research and Device
Development
29
TTK Prestige Limited
Total 4.15
c. Details of CSR amount spent against other than ongoing projects for the financial year
30
67th ANNUAL REPORT 2022-23
Total 2.5127
f. Total amount spent for the financial year (8b+8c+8d=8e) ` 6.66 Crores
(i) Two percent of average net profit of the Company as per Section 135(5) ` 6.66 Crores
(ii) Total amount spent for the financial year ` 6.66 Crores
(iii) Excess amount spent for the financial year [(ii)-(i)] NIL
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous NIL
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] NIL
31
TTK Prestige Limited
9. a. Details of Unspent CSR amount for the preceding three financial years: NIL
Sl. Preceding Amount Amount Amount transferred to any fund specified Amount
No. Financial Year transferred spent under Schedule VII as per Section 135(6), transferred
Name of the to Unspent in the if any to any fund
Fund CSR Account reporting specified
under Financial under Sched
Section Year ule VII as per
135(6) (in `) (in `) Section 135(6),
if any
NIL
b. Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Sl. Project ID Name of the Financial Year Project Total amount Amount Cumulative Status
No. Project in which the duration allocated for spent on the amount spent of the
project was the project project in at the end project –
commenced (in ` Crores) the reporting of reporting Completed /
Financial Year Financial Year Ongoing
(in ` Crores) (in ` Crores)
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so NIL
created or acquired through CSR spent in the financial year (asset-wise details)
(c) Details of the entity or public authority or beneficiary under whose name such capital
asset is registered, their address, etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address
and location of the capital asset).
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net Not Applicable
profit as per Section 135(5)
Sd/-
T.T. Jagannathan
(Chairman - CSR Committee)
32
67th ANNUAL REPORT 2022-23
ANNEXURE - B
FORM NO.AOC - 2
[Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for Disclosure of particulars of Contract / Arrangements entered into by the Company with Related
Parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arm’s
length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis:
Sl.No. Particulars Details
(a) Name(s) of the Related Party and nature of relationship NIL
(b) Nature of contracts / arrangements / transactions NIL
(c) Duration of the contracts / arrangements / transactions NIL
(d) Salient terms of the contracts or arrangements or transactions including the value, if any. NIL
(e) Date(s) of approval by the Board NIL
(f) Amount paid as advances, if any NIL
(g) Date on which the special resolution was passed in General Meeting as required under first NIL
provision to Section 188
33
TTK Prestige Limited
ANNEXURE – C
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNING AND OUTGO, ETC.
Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies
(Accounts) Rules, 2014 for the financial year ended 31st March, 2022
(A) Conservation of Energy:
(i) Steps taken or impact on conservation of The Company has taken several steps in the direction of energy
energy: conservation. Some of them are
(ii) Steps taken by the Company for utilizing At Hosur Plant
alternate sources of energy:
o Solar 240 kw capacity installation - Average 800 kwhr/day gener-
(iii) CapitalInvestment on energy conservation ation
equipments:
o Waste diesel recycling for SBAD machine - Diesel saving 200 lts/
day
o IR 300cfm air compressor Slip Ring Motor system to Normal
Induction Motor to save energy - Power factor improved from
0.94 to 0.98. Also, efficiency loss avoided.
o Auto cut off for lighting system in break time (Tea & Lunch time) -
Energy saving 12kwhr/day & 3744 kwhr/year saving
o Auto Dishing machine with pick and place system - Energy saving
by 52kwhr/month
o Normal induction motor converted to Servo motor to reduce the
power consumption - 144 kwhr/day energy saving in hydraulic
press
o Aluminium lid cleaning purpose air purge system modified to an
auto ON/OFF - 10 kwhr/day saving
At Roorkee Plant
o Power saving by combining two operations (body mouth Outside
sunray) in single machine in place of two machines - 11250 Kw
yearly savings.
o Power saving by combining two cocker body draw process
(re-draw & Ionning) in single tool in place of two tools - 32914 Kw
yearly savings.
At Kharadi Plant
o Power Saving- by eliminating the LPG consumption for washing
plant and implementing Electric heater - 18 MT LPG saved per
year.
o Energy saving by replacing the Sodium Vapour 400W lamps with
120W lamps - by replacing 21 Lamps, around 1764 KWh per
annum saved.
o Internal Rotary Polishing - Replacing Belt conveyor with the Gravity
roller conveyor around 3000 KWH per annum saved.
At Coimbatore Plant
o Triply Lid Outside Polishing Chuck Vacuum holding to Mechanical
Holding – Savings of 150 cfm / day.
o SS2.0 ltr Body 165 dia - Two stage process to single stage process
- Energy Saved 30HP.
o SS Body Inside Polishing Motorized drive system installed, which
combines both the base & wall in single station - Energy Saved
10HP.
34
67th ANNUAL REPORT 2022-23
Imports
- Spares - -
35
TTK Prestige Limited
ANNEXURE - D
Disclosure as per Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the
financial year:
Mr. T.T. Jagannathan Mr. Chandru Kalro Mr. K. Shankaran Wholetime Mr. T.T. Raghunathan
Chairman Managing Director Director & Secretary Vice Chairman
1:102.09 1:54.22 1:48.72 1:3.83
Dr. Mukund T.T Mr. R. Srinivasan Mr. Dileep Krishnaswamy Mr. Arun Thiagarajan
Director Independent Director Independent Director Independent Director
1:3.83 1: 4.37 1: 4.12 1: 4.15
Dr. Mrs. Vandana Walvekar Mr. Murali Neelakantan Mr. Dhruv Moondhra
Independent Director Independent Director Independent Director
1:3.86 1:4.05 1:3.83
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year:
% Increase/
CTC (31.03.2023) CTC (31.03.2022)
Name Designation Decrease
` In lakhs ` In lakhs
in CTC
1 Mr. T.T. Jagannathan Chairman 805.56 871.85 (7.60)
2 Mr. Chandru Kalro Managing Director 427.80 627.76 (31.85)
3 Mr. K. Shankaran Wholetime Director & 384.43 620.59 (38.05)
Secretary
4 Mr. T.T. Raghunathan Vice Chairman 30.27 33.86 (10.60)
5 Dr. Mukund T.T Director 30.27 33.86 (10.60)
6 Mr. R. Srinivasan Independent Director 34.52 37.36 (7.60)
7 Mr. Dileep K. Krishnaswamy Independent Director 32.52 36.36 (10.56)
8 Mr. Arun Thiagarajan Independent Director 32.77 36.36 (9.87)
9 Dr. (Mrs.) Vandana Walvekar Independent Director 30.52 34.36 (11.17)
10 Mr. Murali Neelakantan Independent Director 32.02 34.36 (6.81)
11 Mr. Dhruv Moondhra Independent Director 30.27 33.36 (9.26)
12 Mr. R. Saranyan Chief Financial Officer 125.93 109.16 15.36
Directors who are not in the employment of the company received sitting fees of ` 50,000/- for attending Board
and Audit Committee Meetings and ` 25,000 for other Committee Meetings. For the Financial Year 2022-23, such
directors were paid a commission of ` 27.77 lakhs p.a. each and ` 30.86 lakhs each for the year 2021-22.
(iii) The percentage increase in the median remuneration of employees in the financial year:
7.6%
(iv) The number of permanent employees on the rolls of the Company:
1416 employees
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the
last financial year and its comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
The average percentile increase was of the order of 12% for employees other than managerial personnel. It may be
noted that the aggregate managerial remuneration has reduced as compared to the previous year FY 21-22 due to
reduction in profits.
(vi) Affirmation that the remuneration is as per the remuneration policy of the company:
It is affirmed that the remuneration of the managerial personnel is in accordance with the remuneration policy of
the company.
36
67th ANNUAL REPORT 2022-23
ANNEXURE - E
Statement showing the details of Employees of the Company as per Rule 5(2) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:
Last % of
Remunera- Nature of Experi- Date of
Name of the Designation of employment equity
tion employ- Qualification ence in commencement Age
employee the employee held by the shares
received (`) ment years of employment
employee held
Dinesh Garg Executive Vice 1,79,65,273 - B.E (Agri Engg), 35 10/07/1997 58 Regional Sales -
President PGDM Manager-
- Sales & (Marketing) - IIM Band Street
Marketing Ahmedabad Perfumes &
Cosmetics
37
TTK Prestige Limited
38
67th ANNUAL REPORT 2022-23
Non-Executive Directors and Independent Directors. The by the Board of Directors of the Company, in my opinion
changes in the composition of the Board of Directors that there are adequate systems and processes in the Company
took place during the period under review were carried out in commensurate with the size and operations of the Company
compliance with the provisions of the Act. to monitor and ensure compliance with applicable laws, rules,
Adequate notice is given to all directors to schedule the regulations and guidelines
Board meetings, agenda and detailed notes on agenda were I report further that, during the audit period the Company
sent at least seven days in advance, and a system exists for has obtained approval of the shareholders of the Company
seeking and obtaining further information and clarifications by special resolution passed pursuant to the provisions of
on the agenda items before the meeting and for meaningful Section 62(1)(b) and other applicable provisions, if any, of the
participation at the meeting. Companies Act, 2013 and Rules made thereunder for issue of
As per the minutes of the meetings duly recorded and signed Employee Stock Options not exceeding in aggregate, 1% of
by the Chairman, the decisions of the Board were unanimous the paid up equity capital of the Company to the employees
and no dissenting views have been recorded. of the Company and its subsidiaries and associate companies
I further report that, based on the information provided and and there were no other specific events / actions in pursuance
the representation made by the Company and also on the of the above referred laws, rules, regulations, guidelines, etc.
review of the compliance certificates/reports taken on record having a major bearing on the Company’s affairs.
Sd/-
Place: Bengaluru P.G. HEGDE
Date : May 25, 2023 HEGDE & HEGDE
COMPANY SECRETARIES
FCS:1325/CP No. 640
UDIN: F001325E000373323
This report is to be read with Annexure A which forms an integral part of this report.
Annexure A
To,
The Members
TTK Prestige Limited
Hosur, Tamilnadu
My report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the Management of the Company. My responsibility is to
express an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected
in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, I have obtained the Management Representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility
of the Management. My examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the Management has conducted the affairs of the Company.
Sd/-
Place: Bengaluru P.G. HEGDE
Date : May 25, 2023 HEGDE & HEGDE
COMPANY SECRETARIES
FCS:1325/CP No. 640
UDIN: F001325E000373323
39
TTK Prestige Limited
5 Corporate Address 1/1 & 1/2, ‘Nagarjuna Castle’, Wood Street, Richmond Town
Bangalore, KA 560025 IN
6 E-mail id [email protected]
8 Website www.ttkprestige.com
9 Financial year for which reporting is being done April 01, 2022 to March 31, 2023
10 Name of the Stock Exchange(s) where shares are National Stock Exchange of India and
listed BSE Limited
13 Reporting boundary - Are the disclosures under this All disclosures under this report are made on standalone
report made on a standalone basis (i.e. only for the basis only.
entity) or on a consolidated basis (i.e. for the entity
and all the entities which form a part of its
consolidated financial statements, taken together).
15 Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
Sl. Product / Service NIC Code % of total Turnover contributed
No.
1 Pressure Cooker 25994 32%
2 Cookware 25994 17%
3 Gas Stove 27504 13%
4 Mixer Grinder 27501 11%
5 Induction Cooktop 27502 11%
6 Kettles 27502 5%
7 Rice Cooker 27502 2%
40
67th ANNUAL REPORT 2022-23
III Operations
16 Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of Plants Number of Offices Total
(incl. Regional Sales Office)
National 6 Manufacturing Units 27 33
(2-Hosur, Tamil Nadu, (Including Corporate Office)
1-Coimbatore Tamil Nadu,
1-Roorkee Uttarakhand,
1- Karjan, Gujarat,
1 - Kharadi, Maharashtra)
International Nil Nil Nil
IV Employees
18 Details as at the end of the Financial Year (2022 - 23)
a Employees and workers (including differently abled)
Sl.No. Particulars Total (A) Male Female
No. (B) % (B/A) No. (C) % (C/A)
Employees:
1 Permanent (D) 767 733 95.6% 34 4.4%
2 Other than Permanent (E) 548 501 91.4% 47 8.6%
3 Total Employees (D+E) 1,315 1,234 93.8% 81 6.2%
Workers:
1 Permanent (F) 649 649 100.0% 0.0%
2 Other than Permanent (G) 1,682 1,417 84.2% 265 15.8%
3 Total Workers (F+G) 2,331 2,066 88.6% 265 11.4%
b Differently abled Employees and workers:
Sl.No. Particulars Total (A) Male Female
No. (B) % (B/A) No. (C) % (C/A)
Differently abled Employees:
1 Permanent (D) 1 1 100.0% – 0.0%
2 Other than Permanent (E) 3 1 33.3% 2 66.7%
3 Total Differently Abled Employee (D+E) 4 2 50.0% 2 50.0%
Differently abled Workers:
1 Permanent (F) 7 7 100.0% – 0.0%
2 Other than Permanent (G) 15 13 86.7% 2 13.3%
3 Total Differently Abled Workers (F+G) 22 20 90.9% 2 9.1%
41
TTK Prestige Limited
19 Participation/Inclusion/Representation of women
No. and Percentage of Female
Particulars Total (A)
No. (B) % (B/A)
Board of Directors 11 1 9.1%
Key Management Personnel 3 – –
VI CSR Details
22 (i) Whether CSR is applicable as per Section 135 of Companies Act, 2013: (Yes / No) Yes
(ii) Turnover (in ` crores) 2,625.72
(iii) Net Worth (in ` crores) 1,906.60
42
67th ANNUAL REPORT 2022-23
Shareholders YES – – – – – –
Employees – – – – – –
and Workers
Customers 12.5 0.25 – 12.3 0.42 –
(in lakhs)
Value Chain – – – – – –
Partners
Others – – – – – –
(Please
specify)
43
TTK Prestige Limited
4 Name of the national The various policies are captured in the current documents relating to Code of Conduct and
and international codes/ Governance Philosophy of the Company. The principles contained in various laws and con-
certifications/labels/ ventions are also incorporated into these policies. Further, the various standards adopted
standards (e.g. Forest and certifications such as ISO 9001, ISO 13485, ISO 14001, ISO 45001, CE Marking,
Stewardship Council, BSCI / SEDEX, Forest Stewardship Council Certification, etc., obtained by the Company also
Fairtrade, Rainforest incorporate these principles, as applicable.
Alliance, Trustea) Five of our factories (Hosur, Coimbatore, Karjan, Roorkee and Kharadi) are continued with
standards (e.g. SA certification for ISO 9001:2015 Standard.
8000, OHSAS, ISO, BIS)
The EMS (Environmental Management Systems) ISO 14001 at Hosur, Coimbatore, Karjan and
adopted by your entity
Roorkee Manufacturing Plants has ensured we identify and assess potential environmental
and mapped to each
risks. This has been audited by M/s. TUV Rhineland, a German Notified Body
principle.
The new version of International Safety Standard ISO 45001 has been implemented. The
said certification is now in four of our Manufacturing Plants (Hosur, Coimbatore, Karjan
and Roorkee) for the effective implementation of Safety Standards. A new supply chain
security system called Global Security Verification (GSV 2.0) with the upgraded version has a
been audited, certified and continued the certification for Karjan plant by M/s Intertek, India
who are the third-party certification agency.
Our Hosur Plant has also been audited by third Party Agency to meet our Customer’s
requirement and succeeded. Our products are BIS certified as per regulatory requirement
as applicable and Our export products are certified for UL and CE regulatory requirements
as applicable.
5 Specific commitments, Our commitments are in line with regulatory environment and approvals. We are fully com-
goals and targets set by plaint to the norms and timelines specified.
the entity with defined
timelines, if any.
6 Performance of the
entity against the specific
commitments, goals The performance on the environment and social aspects are being monitored and met as
and targets along-with per various regulatory standards and company’s objectives.
reasons in case the same
are not met.
Governance, leadership and oversight
7 Statement by director
responsible for the The Company believes in Sustainability as a basic principle with efficient and profitable
business responsibility operations. The Company also seeks to ensure the satisfaction of all its stakeholders. Besides
report, highlighting ESG focusing on the holistic well-being of its employees through various Health and Safety
related challenges, tar- initiatives in all its plants and providing continuous learning and development opportunities
gets and achievements within the organization, the company also places great importance on the development of
(listed entity has flexibili- communities around its manufacturing units. The Company is also committed to resource
ty regarding the place- efficiency and minimizing the environmental footprint.
ment of this disclosure)
8 Details of the highest
authority responsible
for implementation and Chief Executive Officer
oversight of the Business
Responsibility policy(ies).
44
67th ANNUAL REPORT 2022-23
Performance against Yes Yes Yes Yes Yes Yes Yes Yes Yes The Board meets once in every quarter or as
above policies and and when required to review and discuss key
follow up action issues relevant to the organization and its
stakeholders.
Compliance with Yes Yes Yes Yes Yes Yes Yes Yes Yes Key concerns are identified at the Unit /
statutory requirements Business level and communicated by senior
of relevance to the executives to the Board for discussion,
principles, and, advice and decisions. The board collectively
rectification of any non- ensures along with the senior and operating
compliances management that all the compliance and
statutory requirements are met.
P1 P2 P3 P4 P5 P6 P7 P8 P9
11 Has the entity carried out The Company has a periodic independent review and assessment of its policies and corrective
independent assessment/ actions are taken based on the findings. Company uses multiple agencies from time to time
evaluation of the work-
ing of its policies by an
external agency? (Yes/
No). If yes, provide name
of the agency.
12 If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated: Not Applicable
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
45
TTK Prestige Limited
It is planned to be done
in the next financial year
(Yes/No)
Any other reason (please
specify)
This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements
with key processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While the
essential indicators are expected to be disclosed by every entity that is mandated to file this report, the leadership
indicators may be voluntarily disclosed by entities which aspire to progress to a higher level in their quest to be socially,
environmentally and ethically responsible.
PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical,
Transparent and Accountable.
Essential Indicators
1 Percentage coverage by training and awareness programmes on any of the Principles during the financial year:
Segment Total Number of Topics / Principles covered % age of persons in respective category
training and awareness under the training and its by the awareness programmes
programmes held impact
Board of - - -
Directors
(BoDs)
Key
Managerial
Personnel
(KMP) TTK Prestige Values and Code
250 100% of Managerial level covered
Employees of Conduct
other than
BoD and
KMPs
Workers 15 Standing Orders 60% of workers covered
Awareness & Sensitization
Training
2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the
entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the
following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI
(Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):
Monetary
Name of the
Regulatory /
Has an appeal
Enforcement Amount
NGRBC Principle Brief of the Case been preferred
Agencies (In INR)
(Yes / No)
/ Judicial
Institutions
Penalty / Fine - - - - -
Settlement - - - - -
Compounding
- - - - -
Fee
46
67th ANNUAL REPORT 2022-23
Non-Monetary
Name of the
Regulatory /
Has an appeal
NGRBC Enforcement
Brief of the Case been preferred
Principle Agencies
(Yes / No)
/ Judicial
Institutions
Imprisonment - - - -
Punishment - - - -
Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or
3.
non-monetary action has been appealed. Not Applicable
Name of the
Regulatory /
Enforcement
Case Details
Agencies
/ Judicial
Institutions
4. Does the entity have an anti-corruption or anti-bribery The Company has Code of Conduct which covers
policy? If yes, provide details in brief and if available, provide prevention of corruption and bribery. Web link:
a web-link to the policy. www.ttkprestige.com
Number of Directors / KMPs / Employees / Workers against whom disciplinary action was taken by any law enforcement
5.
agency for the charges of bribery / corruption:
2022-23 2021-22
Directors
KMPs
Nil Nil
Employees
Workers
2022-23 2021-22
47
TTK Prestige Limited
Leadership Indicators
1. Awareness programmes conducted for value chain partners
on any of the Principles during the financial year:
Essential Indicators
Percentage of R & D and Capital Expenditure (Capex) investments in specific technologies to improve the
1. environmental and social impacts of product and processes to total R & D and Capex Investments made by the
entity, respectively.
Details of Improvements
Current Financial Year Previous Financial Year in environmental and
social impacts
Energy saving products
R&D 4.5% 0.7%
-Environmental benefit.
1. Renewable Energy
projects
2. Switching over to
LED from florocent
and Mercury vapour
lamps
3. VFD Compressor
4. Dismantling and
removal of LPG Bullet
Storage and
Capex 35.0% 6.5%
5. Provision of vehicle
Parking Shed for the
benefits of employee.
6. Installation of Eureka
Forbes Water Purifier
& Cooler for the
benefit of employees
7. Provision of Napkins
to Women Employees
Social benefit
48
67th ANNUAL REPORT 2022-23
2. a. Does the entity have procedures in place for sustainable Yes,sustainable sourcing practice is in place.
sourcing? (Yes/No)
b. If yes, what percentage of inputs were sourced sustainably? About 70% of our inputs are sourced sustainably. We
have established vendors both within and outside India.
We also have back up list of vendors in case of inability of
any of the existing suppliers.
Recycled Aluminium: 550 MT (11% of total Aluminium
Procurement),
Virgin Route Aluminium: 5000 MT.
We also use recycled / recyclable materials in our
packagings.
3. Describe the processes in place to safely reclaim your The company has a policy of product exchange under
products for reusing, recycling and disposing at the end which products that have outlived their warranty period
of life, for (a) Plastics (including packaging) (b) E-waste (c) are taken back and replaced with a new product. Such
Hazardous Waste and (d) Other Waste returned products find their ways for recycling. Our
experience shows that about 20% of the products are
exchanged in the above manner. Plastics, e-Waste and
hazardous waste are handled as per statutory regulations.
4. Whether Extended Producer Responsibility (EPR) is applicable Yes, and we comply with statutory regulations.
to the entity’s activities (Yes/No). If yes, whether the
waste collection plan is in line with the Extended Producer
Responsibility (EPR) plan submitted to Pollution Control
Boards? If not, provide steps taken to address the same.
Leadership Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry)
or for its services (for service industry)? If yes, provide details in the following format?
Boundary
Results
for which
communicated
the Life
% of total Whether conducted by in public
Cycle
NIC Code Name of Product / Service Turnover independent external domain (Yes
Perspective /
contributed agency (Yes / No) / No) If yes,
Assessment
provide the
was
web-link.
conducted
Life cycle perspectives are kept in mind during product development, manufacture and distribution, though no
separate LCA has been conducted.
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your
products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly
describe the same along-with action taken to mitigate the same.
Name of Product / Service Description of the risk concern Action Taken
Safe operating procedures have been laid down for workers in all manufacturing operations. Safe handling,
storage and disposal instructions are given to all products as applicable.
49
TTK Prestige Limited
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
industry) or providing services (for service industry).
Recycled or re-used input material to total material
Indicate input material
2022-23 2021-22
3. Recycled polybags, recycled plastics for induction and kettle parts, reprocessed brass for gas burners, reprocessed
paper in packagings, recycled aluminum in cookware are used as input material.
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely
disposed, as per the following format:
2022-23 2021-22
2022-23 2021-22
Scrap generated on Reclaimed
products in MT Safely Dis- Safely
Re-usable Recyclable Re-usable Recyclable
posed Disposed
Plastics waste (including packaging) – 84.37 – – 52.00 –
Metal waste – 195.08 – – 157.74 –
Packaging Material Waste – 167.77 – – 102.24 –
E-waste (Electrical Power card and – 13.40 – – 12.18 –
Electrical Scrap)
Hazardous Waste – – – – – –
Other Waste – 2.02 – – 6.13 –
50
67th ANNUAL REPORT 2022-23
PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in
their value chains
Essential Indicators
1. a. Details of measures for the well-being of employees:
% of Employees covered by
Health Accident Maternity Paternity Day Care
Total Insurance Insurance Benefits Benefits Facilities
Category
(A) Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent Employees
Male 733 733 100% 733 100% – 0% 733 100% – 0%
Female 34 34 100% 34 100% 34 100% 0 0% – 0%
Total 767 767 100% 767 100% 34 4% 733 96% – 0%
Other than Permanent Employees
Male 501 501 100% 284 57% – 0% – 0% – 0%
Female 47 47 100% 17 36% 47 100% – 0% – 0%
Total 548 548 100% 301 55% 47 9% – 0% – 0%
b. Details of measures for the well-being of workers:
% of Workers covered by
Health Accident Insurance Maternity Paternity Benefits Day Care
Total Insurance Benefits Facilities
Category
(A) Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent Workers
Male 649 649 100% 649 100% - 0% - 0% - 0%
Female - - 0% - 0% - 0% - 0% - 0%
Total 649 649 100% 649 100% - 0% - 0% - 0%
Other than Permanent Workers
Male 1,417 1,417 100% 1,417 100% - 0% - 0% - 0%
Female 265 265 100% 265 100% 265 100% - 0% - 0%
Total 1,682 1,682 100% 1,682 100% 265 16% - 0% - 0%
2. Details of retirement benefits, for Current Financial Year and Previous Financial Year
Benefits 2022-23 2021-22
No. of No. of Deducted and No. of No. of workers Deducted
employees workers deposited employees covered as and
covered as covered as with the covered a % of total deposited
a % of total a % of total authority as a % workers with the
employees workers (Y/N/N.A.) of total authority
employees (Y/N/N.A.)
PF 100% 100% Y 100% 100% Y
Gratuity 100% 100% Y 100% 100% Y
ESI 100% 100% Y 100% 100% Y
Others – Please specify
51
TTK Prestige Limited
3. Accessibility of workplaces
Are the premises / offices of the entity accessible to YES
differently abled employees and workers, as per the
requirements of the Rights of Persons with Disabilities Act,
2016? If not, whether any steps are being taken by the
entity in this regard.
4. Does the entity have an equal opportunity policy as per the YES
Rights of Persons with Disabilities Act, 2016? If so, provide
a web-link to the policy.
5. Return to work and Retention rates of permanent employees and workers that look parental leave.
Permanent Employees Permanent Workers
Gender Return to Work Rate Retention Rate Return to Work Retention Rate
Rate
Male 100% 100% NA NA
Female 100% 100% NA NA
Total 100% 100% NA NA
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
workers? If yes, give details of the mechanism in brief.
Yes / No (If Yes, then give details of the
mechanism in brief)
Permanent Workers
Other than Permanent Workers
Yes. As per Company Policy
Permanent Employees
Other than Permanent Employees
7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:
2022-23 2021-22
Total No. of % B/A Total No. of % B/A
employees employees employees employees
/ workers in / wrokes in / workers / wrokes in
Category respective respective in respective
category (A) category, who respective category, who
are part of category are part of
association(s) (A) association(s)
or union or union
Total Permanent
767 - - 750 - -
Employees
- Male 733 - - 718 - -
- Female 34 - - 32 - -
Total Permanent Workers 649 541 83% 668 552 83%
- Male 649 541 83% 668 552 83%
- Female - - - - - -
52
67th ANNUAL REPORT 2022-23
53
TTK Prestige Limited
2. Provide the measures undertaken by the entity to ensure We ensure Statutory Deduction Challans are being
that statutory dues have been deducted and deposited by collected from the value chain partners
the value chain partners.
54
67th ANNUAL REPORT 2022-23
3. Provide the number of employees / workers having suffered high consequences work-related injury / ill-health / fatalities
(as reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable employment
or whose family members have been placed in suitable employment:
Total No. of affected employees / No. of Employees / Workers that are rehabilitated
workers and placed in suitable employment or whose
family members have been placed in suitable
employment
Employees 0 0 0 0
Workers 2 2 2 2
6. Provide details of any corrective actions taken or underway to No significant risk / concern was reported on
address significant risks / concerns arising from assessments health, safety and / or working conditions in value
of health and safety practices and working conditions of chain partners.
value chain partners.
PRINCIPLE 4 Businesses should respect the interests of and be responsive to all its stakeholders:
Essential Indicators
1 Describe the processes for identifying key Stakeholder groups are identified based on the nature of their
stakeholder groups of the entity. engagement with the entity. The process is qualitative, and
is conducted in consultation with operating departments and
senior management and the Board as appropriate.
55
TTK Prestige Limited
2 List Stakeholder Groups identified as key for your entity and the frequency of engagement with each stakeholder group
Vendors No E-mails, conference calls, Need basis for any To understand the new
TTK Prestige virtual meetings centrally driven topic market trends and
encourages suppliers educating the suppliers.
from all sections.
However, final
engagement depends
upon the quality and
timely delivery.
56
67th ANNUAL REPORT 2022-23
Leadership Indicators
1 Provide the processes for The Company has formulated several Committees of which Board Members are
consultation between stakeholders a part to address stakeholders concerns. These are as follows:
and the Board on economic,
environmental and social topics or 1. Audit Committee: The committee is entrusted with the Business, Economic
if consultation is delegated, how is and Environmental responsibilities of the organization. The Audit Committee
feedback from such consultations supervises the Company’s financial reporting and disclosures ensuring
provided to the Board. timeliness and compliance with regulatory requirements.
As part of agenda to the Board meetings, the Board is being apprised regularly
on the CSR Projects and its impact to the society. Further, the Board is also being
briefed on various aspects including economic, environment and social aspects,
by the Wholetime Director and CFO as part of their presentation to the Board.
2 Whether stakeholder consultation is used to Yes. The stakeholder consultation is used to support the
support the identification and management of identification and management of environmental and social
environmental and social topics (Yes / No). If so, topics of importance.
provide details of instances as to how the inputs
received from stakeholders on these topics were
incorporated into policies and activities of the entity.
3 Provide details of instances of engagement with The Company directly or through its manufacturing units
and actions taken to, address the concerns of promotes education and takes required steps for uplifting of
vulnerable / marginalized stakeholder groups. under privileged in the society.
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TTK Prestige Limited
Essential Indicators
1 Employees and workers who have been provided training on human rights issues and policy(ies) of the entity,
in the following format:
Employees
Total - 1,180 -
1,315 - -
Employees
Workers -
2 Details of minimum wages paid to employees and workers, in the following format:
2022-23 2021-22
Permanent Employees:
Other than
Permanent:
Workers
Permanent:
Female - - - - - - - -
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67th ANNUAL REPORT 2022-23
Other than
Permanent:
Male 1,417 461 33% 956 67% 1,563 452 29% 1,111 71%
Female 265 48 18% 217 82% 184 40 22% 144 78%
Total 1,682 509 30% 1,173 70% 1,747 492 28% 1,255 72%
Grand Total 3,646 509 14% 3,137 86% 3,659 492 13% 3,167 87%
3 Details of remuneration / salary / wages, in the following format:
Male Female
Median Remuneration Median Remuneration
/ Salary / Wages of / Salary / Wages of
Category Number Number
respective category respective category
(in `) (in `)
Board of Directors (BoDs) 10 1
- Non-Executive Directors 8 32,27,000 1 30,52,000
- Executive Directors 2 4,06,11,690 -
Key Managerial Personnel
1 1,25,93,258 -
(KMPs)
Employees other than BoD
728 7,73,435 34 7,53,872
and KMPs
Workers 649 3,23,821 -
4 Do you have a focal point (Individual / Committee) responsible Yes, at the Factories, the Factory Managers are
for addressing human rights impacts or issues caused or responsible for addressing human rights issues if any
contributed to by the business? (Yes / No) arising in the respective factory premises. But company,
as a whole, our Head HR is responsible for addressing
human rights issues, if any.
5 Describe the internal mechanisms in place to redress Any grievance related to human rights issues would be
grievances related to human rights issues. addressed through whistle blower mechanism. Also, we
have Internal Complaints Committee under POSH Policy
to redress the grievances, if any.
6 Number of complaints on the following made by employees and workers:
2022-23 2021-22
Filed Pending Pending
during Filed during
resolution at the Remarks resolution at the Remarks
the year the year
end of the year end of the year
Sexual 2 0
Harassment
Discrimination
at workplace
Child Labour
Forced Labour NIL
/ Involuntary
NIL
Labour
Wages
Other human
rights related
issues
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TTK Prestige Limited
7 Mechanisms to prevent adverse consequences to the Internal Complaints Committee constituted under
complainant in discrimination and harassment cases. POSH Policy is a mechanism to prevent adverse
consequences to the complainant in discrimination
and harassment cases.
8 Do human rights requirements form part of your business Statutory and regulatory requirement clauses
agreements and contracts? (Yes / No) stipulate regarding human values, child labour, equal
remuneration and social security.
Wages 100%
Leadership Indicators
1 Details of business process being modified / introduced as a The Company has not received any complaint on the
result of addressing human rights grievances / complaints. human rights issues.
2 Details of the scope and coverage of any Human rights due- Through Awareness and Robust legal and regulatory
diligence conducted. requirements compliances at all levels through our
Internal Audit system, and Safety Audit on periodical
basis.
Is the premise / office of the entity accessible to differently Yes - As per legal requirements
3 abled visitors, as per the requirements of the Rights of Persons
with Disabilities Act, 2016?
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67th ANNUAL REPORT 2022-23
PRINCIPLE 6 Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1 Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
3 Provide details of the following disclosures related to water, in the following format:
(v) Others - -
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TTK Prestige Limited
5 Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Particulate Matter (PM) µg/m³ Within permissible limit Within permissible limit
Hazardous Air Pollutants (HAP) µg/m³ Within permissible limit Within permissible limit
6 Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
8 Provide details related to waste management by the entity, in the following format:
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67th ANNUAL REPORT 2022-23
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations
(in metric tonnes)
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Note: Indicate if any independent assessment / Third party agency M/S. TUV-Rheinland India conducting
evaluation / assurance has been carried out by annual surveillance audit on ISO 9001:2015 and ISO
an external agency? (Y/N). If yes, name of the 14001:2015 for ensuring the practices carried out within
external agency. the Organisation meets to the ISO Standards.
9 Briefly describe the waste management practices adopted Waste Segregation and Disposal Procedure established
in your establishments. Describe the strategy adopted by in line with the requirements of ISO 9001:2015 and ISO
your Company to reduce usage of hazardous and toxic 14001:2015 Standard. Organise certified for the above
chemicals in your products and processes and the practices mentioned Standards through TUV-Rheinland India
adopted to manage such wastes. -Certification Body.
10 If the entity has operations / offices in / around ecologically Our Manufacturing facilities are quite faraway from
sensitive areas (such as national parks, wildlife sanctuaries, ecologically sensitive areas (such as national parks, wildlife
biosphere reserves, wetlands, biodiversity hotspots, forests, sanctuaries, biosphere reserves, wetlands, biodiversity
coastal regulation zones, etc.) where environmental hotspots, forests, coastal regulation zones, etc.).
approvals / clearances are required, please specify details in
the following format: Annually Air and Water consent is obtained from Pollution
Control Boards.
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TTK Prestige Limited
12 Is the entity compliant with the applicable environmental Yes, the Company complies with the applicable
law / regulations / guidelines in India; such as the Water environmental laws / regulations / guidelines and
(Prevention and Control of Pollution) Act, Air (Prevention there is a robust mechanism to monitor and report its
and Control of Pollution) Act and Environment Protection compliances. There is no non-compliance.
Act and Rules thereunder (Y/N). If not provide details of all
such non-compliances, in the following format:
Leadership Indicators
1 Provide break-up of the total energy consumed (in Joules and multiples) from renewable and non-renewable
sources, in the following format:
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67th ANNUAL REPORT 2022-23
· No treatment – –
(ii) To Groundwater – –
· No treatment
(iii) To Seawater – –
· No treatment
· No treatment
(v) Others
· No treatment
· With treatment – Please specify level of 75961 (ETP/STP Treated 84067 (ETP/STP Treated
treatment Water-Gardening) Water-Gardening)
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TTK Prestige Limited
(v) Others
· No treatment
· No treatment
· With treatment – Please specify level of – –
treatment - Tertiary Treatment
(iv) Sent to third-parties
· No treatment – –
· With treatment – Please specify level of – –
treatment
(v) Others
· No treatment – –
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67th ANNUAL REPORT 2022-23
4 Please provide details of total Scope 3 emissions & its Scope 3 emissions are indirect GHG emissions that
intensity, in the following format: occur outside the organization, including both
upstream and downstream emissions. We do not
measure Scope 3 emissions.
Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an external agency?
(Y/N). If yes, name of the external agency.
7 Does the entity have a business continuity and disaster Yes. All our Manufacturing units are having emergency
management plan? Give details in 100 words / web link. preparedness plans to handle any disaster. The plans are
designed to contain the incident, minimize causalities
and prevent further injuries, mitigation measures, quick
and streamlined relief and rescue operation, speed up
restoration of normalcy and ensure each member of
the emergency operation including response team and
employees are aware of their role in emergency. It is critical
also to ensure the Plants can manage these risks well.
8 Disclose any significant adverse impact to the environment, Value chain partners have not been assessed for
arising from the value chain of the entity. What mitigation environmental Impacts. This process will be initiated in
or adaptation measures have been taken by the entity in the coming years.
this regard?
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TTK Prestige Limited
9 Percentage of value chain partners (by value of business done Not Applicable
with such partners) that were assessed for environmental
impacts.
Businesses, when engaging in influencing public and regulatory policy, should do so in a manner
PRINCIPLE 7
that is responsible and transparent
Essential Indicators
b. List of top 10 trade and industry chambers / associations (determined based on the total members of such body)
the entity is a member of / affiliated to
S. Name of the trade and industry chambers / Reach of trade and industry chambers /
No. associations associations (State / Nationals)
Name of
Brief of the case Corrective action taken
Authority
Leadership Indicators
Frequency of Review
Method
Sl. Public Policy Whether information available in by Board (Annually / Web link, if
resorted for
No. Advocated public domain? (Yes/No) Half Yearly / Quarterly / available
such advocacy
Others – Please specify)
Nil
Essential Indicators
Whether
conducted
Results
Name and by
Date of communicated in
brief details of SIA Notification No. independent Relevant web link
Notification public domain (Yes
project external
/ No)
agency (Yes
/ No)
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67th ANNUAL REPORT 2022-23
3 Describe the mechanisms to receive and redress All the units have a designated person team to interact
grievances of the community with the community at large and address any grievances
by planning projects towards the same. The teams
have a good relationship with all stakeholders like the
community, district administration and work towards
finding the best solution.
4 Percentage of input material (inputs to total inputs by value) sourced from suppliers:
2022-23 2021-22
Leadership Indicators
1 Provide details of actions taken to mitigate any negative
social impacts identified in the Social Impact Assessments Not Applicable
(Reference: Question 1 of Essential Indicators above):
Details of negative social impact identified Corrective action taken
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TTK Prestige Limited
Businesses should engage with and provide value to their consumers in a responsible
PRINCIPLE 9
manner
Essential Indicators
1 Describe the mechanisms in place to receive and respond to The Company carries out periodic customer
consumer complaints and feedback satisfaction surveys, through interaction with end
users and the information is utilised to improve the
business operations / services.
2 Turnover of products and / services as a percentage of turnover from all products / service that carry
information about.
2022-23 2021-22
Pending
Pending Received Remarks
Received resolution
resolution at Remarks during
during the year at end of
end of the year the year
the year
Delivery of essential
Nil Nil Nil Nil
services
Restrictive Trade
Nil Nil Nil Nil
Practices
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67th ANNUAL REPORT 2022-23
5 Does the entity have a framework / policy on cyber security We have many IT security policies, addressing the risks
and risks related to data privacy? (Yes / No). If available, related to cyber security and data privacy.
provide a web-link of the policy.
6 Provide details of any corrective actions taken or underway As a part of our security policy we are regularly doing
on issues relating to advertising and delivery of essential Vulnerability penetration testing on critical IT assets
services; cyber security and data privacy of customers; re-
occurrence of instances of product recalls; penalty / action
taken by regulatory authorities on safety of products /
services.
Leadership Indicators
1 Channels / platforms where information on products and Details can be obtained by sending a mail to
services of the entity can be accessed (provide web link, if customer service.
available). Weblink: www.ttkprestige.com
2 Steps taken to inform and educate consumers about safe Information regarding usage of product and end
and responsible usage of products and / or services. use applications are given in the respective Product
catalogue, IFUs, Website of the Company, etc.
3 Mechanisms in place to inform consumers of any risk or The products and services offered by the company
disruption / discontinuation of essential services. do not constitute in the category of essential services
and hence this disclosure is not applicable.
4 Does the entity display product information on the product The required information are given on all the
over and above what is mandated as per local laws? (Yes/ products of the Company as required by the
No/Not Applicable). If yes, provide details in brief. Did applicable laws. For some products, information
your entity carry out any survey with regard to consumer over and above the mandated requirement is also
satisfaction relating to the major products / services of the provided. Customer satisfaction survey and the
entity, significant locations of operation of the entity or the feedback is a continuous process as the distributors
entity as a whole? (Yes/No) and dealers are in constant touch with the customers
to ensure that this is communicated transparently
across the value chain.
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TTK Prestige Limited
Non-Promoter/ Executive Directors Mr. Chandru Kalro (Managing Director) (DIN: 03474813)
Mr. K. Shankaran (Wholetime Director & Secretary) (DIN: 00043205)
Non-Executive Independent Directors Mr. R. Srinivasan (DIN: 00043658)
Dr. (Mrs.) Vandana Walvekar (DIN: 00059160)
Mr. Dileep K. Krishnaswamy (DIN: 00176595)
Mr. Arun K. Thiagarajan (DIN: 00292757)
Mr. Murali Neelakantan (DIN: 02453014)
Mr. Dhruv Sriratan Moondhra (DIN: 00151532)
Note: Mr. T.T. Jagannathan is the brother of Mr. T.T. Raghunathan, Dr. Mukund T.T is the son of Mr. T.T. Jagannathan
Size and Composition of the Board
Note: As Mrs. Sandhya Vasudevan and Mr. Ranganathan V. are appointed on the Board as Independent Directors
w.e.f. April 01, 2023, their appointment is not included in the above composition.
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67th ANNUAL REPORT 2022-23
(b) Attendance particulars of each Director at the Board Meetings & the Annual General Meeting:
Date of the Board Meetings and Attendance
Date of the
last AGM &
Name of the Director
28.05.2022 28.7.2022 04.11.2022 31.01.2023 24.03.2023 Attendance
29.07.2022
(c) No. of Board of Directors or committees in which the Company Directors are Members/Chairman including
this Company:
Name of Indian Total Number of Directorships,
Name of the Entities Including this Category of Committee Chairpersonships and
Director Entity where person is a directorship Memberships of Indian
Director Public Limited Companies
Committee Committee
Directorships(1)
Memberships Chairmanships
Listed Companies
TTK Prestige Limited Non-Executive
TTK Healthcare Chairperson /
Limited Promoter
Mr. T.T. Jagannathan 2 - -
(till September 09, 2022)
Unlisted Public
Company Director
TTK Tantex Limited
Listed Companies
Non-Executive
TTK Prestige Limited Vice Chairman/
Mr. T.T. Raghunathan Promoter 2 - -
Executive
TTK Healthcare Limited Chairman /
Promoter
Managing 1 1 -
Mr. Chandru Kalro TTK Prestige Limited
Director & CEO
Listed Companies
TTK Prestige Limited Independent
Director
Yuken India Limited
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TTK Prestige Limited
Listed Companies
Dr. (Mrs.) Vandana Independent
TTK Prestige Limited 2 1 -
Walvekar Director
TTK Healthcare Limited
Listed Companies
TTK Prestige Limited Executive
Mr. K. Shankaran Director 2 3 -
Non-Executive/
TTK Healthcare Limited Non-Indepen-
dent Director
Mr. Dileep K Listed Company Independent
1 - 2
Krishnaswamy TTK Prestige Limited Director
Listed Companies
Mr. Arun K. Independent
TTK Prestige Limited 2 2 -
Thiagarajan Director
GE Power India Limited
Listed Companies
Mr. Dhruv Sriratan TTK Prestige Limited Independent
2 - -
Moondhra Thirumalai Chemicals Director
Limited
(1) Other Directorships includes TTK Prestige Limited (“the Company”) and other unlisted public companies and
do not include Private Companies and overseas subsidiaries.
• As per Regulation 26 of the Listing Regulations Chairmanship/Membership of the Audit Committee and
the Stakeholders Relationship Committee alone is considered for the purpose of reckoning the limit of
Chairmanship/Membership of the Board level Committees.
• None of the Directors is a member of more than 10 Board-level Committees of Public Companies or is a
chairman of more than 5 such Committees.
(d) Board Meetings held during the year 2022-23 and its dates:
During the year under review, the meetings of the Board of Directors were held five (5) times on the following dates
and confirm to the Regulation 17(2) of the Listing Regulations.
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67th ANNUAL REPORT 2022-23
• The performance of Non-Independent Directors and the Board as a whole;
• The performance of the Chairperson of the Company after taking into account the views of the Executive and
Non-Executive Directors;
• The quality, quantity and timeliness of flow of information between the Company management and the
Board, that is necessary for the Board to perform their duties effectively and reasonably
(f) No. of Shares and Convertible Instruments held by Non-Executive Directors:
Names of the Non-Executive Directors No. of Equity Shares held
Mr. T.T. Jagannathan 42,86,840
Mr. T.T. Raghunathan 24,000
Dr. Mukund T.T 32,97,660
Dr. (Mrs.) Vandana Walvekar 14,060
Mr. R. Srinivasan -
Mr. Arun K. Thiagarajan 19,880
Mr. Murali Neelakantan -
Mr. Dileep K. Krishnaswamy -
Mr. Dhruv Sriratan Moondhra -
(g) Familiarization Programmes Imparted to Independent Directors:
Pursuant to Regulation 25(7) of the Listing Regulations, familiarization programmes were imparted to Independent
Directors of the Company, periodically, on the nature of the industry and the business model of the Company, roles,
rights and responsibilities of the Independent Directors and other relevant information.
Your Company has the following process for induction and training of Board Members:
Details regarding familiarization programme are provided in Company’s Corporate Governance Guidelines
which is available in https://ttkprestige.com/wp-content/uploads/2023/04/FAMILIARISATION-PROGRAM-FOR-
INDEPENDENT-DIRECTOR-INTRODUCTION.pdf
(h) Key Board qualifications, expertise, and attributes
The role of Board of Directors is to provide guidance and direction to the operating management of the company
and laying down the framework for maintenance of high standards of governance and accountability. Since a
member of the Board, not being a member with whole time responsibility is not required to involve in the day-to-
day operations or day to day strategies of running the business, no strict specific domain qualification or domain
expertise can be prescribed. What is required is the ability to grasp the general aspects of business of the company,
principles of governance and ability to articulate on matters brought to the Board etc.
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TTK Prestige Limited
Apart from a formal educational qualification, exposure to one or more fields of relevance to the kitchen and home
appliance business of the company namely innovation, manufacturing operations, sales & marketing, consumer
behaviour, services, finance, legal, people management, governance, risk management, general management,
social responsibility, inorganic expansion, information technology etc., is required to qualify to become a member
of the Board.
The skill matrix is divided into five broad baskets –
The composition of the Board will be such that there will be adequate representation of these skills on the Board.
The Board Members has the basic understanding and exposure to above mentioned skill matrix, the special expertise
and strength that they bring to the table are mapped as follows: (Please use last year table as it is)
Mr. T.T. Jagannathan Innovation, Manufacturing, Business Strategy, Managing Joint Ventures and
Business Partnerships and General Management.
Mr. T.T. Raghunathan Business Strategy, Sales, Distribution, Marketing & Consumer Behaviour,
JV relations and General Management.
Mr. R. Srinivasan Business strategy, Innovation, Manufacturing, Governance, Risk Management,
Social responsibility, General Management and People Development.
Mr. Arun K. Thiagarajan Business Strategy, Manufacturing, Governance, Mergers & Acquisitions,
Finance.
Mr. Dileep K. Krishnaswamy Business Processes, Finance, Governance, Risk Management and General
Management.
Dr. (Mrs.) Vandana Walvekar Consumer Behaviour and Social Responsibility.
Mr. Murali Neelakantan Legal, Finance, Corporate Strategy, Governance, Risk Management, Mergers
and Acquisitions, People Development
Dr. Mukund T.T Innovation, IT, Governance, Social Responsibility
Mr. Dhruv Sriratan Moondhra Business Process, Finance, Risk Management
Mr. Chandru Kalro Business strategy, Innovation, Business Process, Manufacturing Resource
Development, Sales & Marketing, Consumer Behaviour, People Development
and General Management.
Mr. K. Shankaran Finance, Legal, Governance, Risk Management, Corporate Strategy, Mergers
& Acquisitions, JV relations, Social Responsibility and People Development.
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67th ANNUAL REPORT 2022-23
Based on the disclosures received from all the independent directors and in the opinion of the Board, the Independent
Directors fulfil the conditions specified in the Companies Act, 2013 and Listing Regulations and are independent of
the Management.
3. AUDIT COMMITTEE:
(a) Terms of Reference:
As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18(3) & Schedule II – Part C to the
Listing Regulations, the brief terms of reference of the Audit Committee of the Company, inter alia include-
(i) The recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
(ii) Review and monitor the auditor’s independence and performance and effectiveness of audit process.
(iii) Review with the Management the quarterly Financial Statements and the annual Financial Statements and the
Auditor’s Report thereon, before submission to the Board for approval, with particular reference to:
• matters required to be included in the director’s responsibility statement to be included in the board’s report
in terms of Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013.
• disclosure of any related party transactions.
• modified opinion(s) in the draft audit report
(iv) Approval or any subsequent modification of transactions of the Company with related parties.
(v) Scrutiny of inter-corporate loans and investments.
(vi) Valuation of undertakings or assets of the Company, wherever it is necessary.
(vii) Evaluation of internal financial controls and risk management systems.
(viii) Monitoring the end use of funds raised through public offers and related matters.
(ix) To review the functioning of the whistle blower mechanism.
(b) Meetings of Audit Committee held during FY 2022 - 23:
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TTK Prestige Limited
During these meetings the Committee provided a plan for FY 2022 - 23 which was approved by the Board and
reviewed the projects undertaken as per the approved plan. The spends in FY 2022 - 23 are in accordance with the
plans recommended by the CSR committee and the Board.
(c) Composition, Name of Members and Chairperson and Attendance:
In compliance with the provisions of Section 135 of the Companies Act, 2013 and the Rules made there under, the
Corporate Social Responsibility Committee was constituted with the following Directors:
No. of Meetings which
No. of Meeting
Name of Director Position Category director was entitled to % of Attendance
attended
Attend
Mr. T.T. Jagannathan Chairman P/NED 2 2 100.00
Mr. R. Srinivasan Member NP/NE/ID 2 2 100.00
Mr. K. Shankaran Member NP/ED 2 2 100.00
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67th ANNUAL REPORT 2022-23
NP/NE/ID : Non-Promoter / Non-Executive / Independent
P/NED : Promoter / Non-Executive
NP/ED : Non Promoter / Executive Director
(d) Corporate Social Responsibility (CSR) Policy:
Your Company adopted a Policy relating to Corporate Social Responsibility in accordance with the provisions of
Section 135 of and Schedule VII to the Companies Act, 2013 and the Rules made thereunder. The said Policy is
available on the website of the Company www.ttkprestige.com.
6. RISK MANAGEMENT COMMITTEE
As our Company is amongst the top 500 listed entities as required under Regulation 21 of Listing Regulations, the Board
of Directors have constituted the Risk Management Committee consisting of majority of Board Members.
(a) Meetings of Risk Management Committee held during the year FY 2022 - 23:
The committee met thrice and all the members attended the meetings.
The role of Risk Management Committee includes identification and assessment of risks relating to Strategy,
Operations, Statutory and Legal Compliance, Financial including Financial Reporting, Sustainability including
Environment, Society and Governance, Cyber security Risks, and risks which may threaten the existence of the
Company, Reviewing the Risk Management Framework, Risk Policy and Risk Assessment and report to the Board
periodically the risk status of key elements of risk.
Further details are provided in the Board’s Report.
(b) Composition, Name of Members and Chairperson and Attendance:
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TTK Prestige Limited
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67th ANNUAL REPORT 2022-23
8. REMUNERATION OF DIRECTORS:
(a) There are no pecuniary relationships or transactions of the Non-Executive Directors vis-à-vis the Company during the
year other than sitting fee, commission etc. which they are entitled to as a director, as detailed below.
(b) Criteria of making payments to Non-Executive Directors:
The Non-Executive Directors were paid Sitting Fees for the Board Meetings and Committee Meetings attended by
them as follows
Board Meetings and Audit Committee Meetings – ` 50,000 per meeting;
Other Committee Meetings – ` 25,000 per meeting.
The Non-Executive Directors are eligible for commission for the Financial Year 2022-23 pursuant to the special
resolution already passed by the shareholders. The details of this information have been posted on the website of
the Company www.ttkprestige.com.
(` in lacs)
Commission/
Director Sitting Fees Total
Others
Mr. T.T. Jagannathan 4.75 800.82 805.57
Mr. T.T. Raghunathan 2.50 27.77 30.27
Dr. (Mrs.)Vandana Walvekar 2.75 27.77 30.52
Mr. R. Srinivasan 6.75 27.77 34.52
Mr. Dileep K. Krishnaswamy 4.75 27.77 32.52
Mr. Arun K. Thiagarajan 5.00 27.77 32.77
Mr. Murali Neelakantan 4.25 27.77 32.02
Dr. Mukund T.T. 2.50 27.77 30.27
Mr. Dhruv Sriratan Moondhra 2.50 27.77 30.27
The above sitting fees and commission are within the ceiling prescribed under the provisions of the Companies
Act, 2013.
The Policy of fixing the remuneration to Non-Executive Directors amongst others is contained in the Company’s
policy relating to Selection, Remuneration and Evaluation of Directors and Senior Management and the same is
available on the website of the Company.
(c) Disclosure with respect to remuneration paid to the Whole time Directors for the year 2022 - 23 are as
follows:
(` in lacs)
Mr. K Shankaran
Mr. Chandru Kalro
Particulars of Remuneration Wholetime Director
Managing Director
& Secretary
The Managerial remuneration paid to the Executive Directors is within the ceiling prescribed under Schedule V of
Section 197 of the Companies Act, 2013.
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TTK Prestige Limited
No. of Total votes No. of votes in % of votes in No. of votes % of votes against
polled favour favour against
121589143 121588010 99.9991 1133 0.0009
• Appointment of Mr. V Ranganathan (DIN: 00550121), as an Independent Director of the Company.
No. of Total votes No. of votes in % of votes in No. of votes % of votes against
polled favour favour against
121589144 121565795 99.9808 23349 0.0192
• Approval of TTK Prestige Limited - Long Term Incentive (Stock Option) Plan 2023.
No. of Total votes No. of votes in % of votes in No. of votes % of votes against
polled favour favour against
121589144 108194247 88.9835 13394897 11.0165
• Approval of TTK Prestige Limited - Long Term Incentive (Stock Option) Plan 2023 for the eligible employees of
the Subsidiary Company(ies) of the Company
No. of Total votes No. of votes in % of votes in No. of votes % of votes against
polled favour favour against
121589078 108194240 88.9835 13394838 11.0165
(d) Person who conducted the postal ballot exercise
Mr. Parameshwar G Hegde, Practicing Company Secretary, and partner of M/s. Hegde & Hegde., (FCS: 1325/ C.P.
640), was appointed as the Scrutinizer for conducting the Postal Ballot process in fair and transparent manner for
the Postal Ballot processes. Upon completion of the scrutiny of Ballot Forms and electronic responses, the Scrutinizer
had submitted his report to the Chairman of the Company. The results of the Postal Ballot was declared on March
09, 2023. The said results along with the Scrutinizer’s Report was displayed on the website of the Company
i.e. www.ttkprestige.com and intimated to the Stock Exchange where the shares of the Company are listed in due
course. Details of voting pattern for the Postal Ballot declared on March 09, 2023 are given in point (c) above.
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67th ANNUAL REPORT 2022-23
(e) Passing of Special Resolutions through Postal Ballot, during the year 2023 - 24
Your Company may propose to pass Special Resolutions conducted through Postal Ballot, if necessary, to comply
with the provisions of the Companies Act, 2013 and the Rules made thereunder.
(f) Procedure for Postal Ballot
Procedure as prescribed under Sec. 110 of the Companies Act, 2013 read with Rule 22 of the Companies
(Management and Administration) Rules, 2014, was/will be adhered to.
10. MEANS OF COMMUNICATION:
(a) The Unaudited Financial Results for every Quarter and the Annual Audited Financial Results of the Company, in the
prescribed proforma, are taken on record by the Board and are submitted to the Stock Exchanges.
(b) The same are published, within 48 hours, in Economic Times – South and Mumbai, Financial Express, Indian Express,
Business Line and Dinamalar.
(c) The Quarterly / Annual Results are also posted on the Company’s website at www.ttkprestige.com and on the
website of the BSE Limited and National Stock Exchange of India Limited.
(d) All the Official news releases are disseminated on the website of the Company.
(e) The presentations made to institutional investors or to the analysts are posted on the website of the Company.
11. GENERAL SHAREHOLDERS INFORMATION:
(a) Date, Time and Venue of the Annual General Meeting:
Date : July 27, 2023
Day : Thursday
Time : 11.00 a.m.
Venue : Through Audio / Visual Conferencing
(b) Particulars of Financial Calendar:
Financial Year : April 2023 – March 2024
Unaudited First Quarter Results : Before August 15, 2023
Unaudited Second Quarter Results : Before November 15, 2023
Unaudited Third Quarter Results : Before February 15, 2024
Audited Annual Results : Before May 30, 2024
(c) Dividend Payment Date:
The Board of Directors recommended a Dividend of ` 6.00 per share of Face Value of ` 1/- each for FY 2022 - 23. The
dividend will be paid on and from August 8, 2023.
(d) Name and Address of Stock Exchanges where the Company’s shares are listed and confirmation of payment
of Annual Listing Fees:
The listing fees has been paid for the financial year 2023 - 24.
(e) Stock Code:
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TTK Prestige Limited
Apr 2022 867.55 0.0 18408.56 0.0 868.00 0.0 17799.95 0.0
May 2022 870.80 0.4 17603.42 -4.4 874.25 0.7 18134.75 1.9
Jun 2022 899.45 3.7 17077.65 -7.2 898.75 3.5 18251.95 2.5
Jul 2022 930.00 7.2 17543.52 -4.7 930.00 7.1 18887.60 6.1
Aug 2022 974.00 12.3 18419.64 0.1 975.00 12.3 18816.05 5.7
Sept 2022 1051.00 21.1 18626.14 1.2 1049.90 21.0 18022.80 1.3
Oct 2022 1012.00 16.7 18418.81 0.1 1008.00 16.1 18096.15 1.7
Nov 2022 950.00 9.5 19139.77 4.0 951.00 9.6 17992.20 1.1
Dec 2022 896.05 3.3 19198.89 4.3 895.00 3.1 17172.80 -3.5
Jan 2023 822.90 -5.1 18571.39 0.9 823.85 -5.1 16793.85 -5.7
Feb 2023 786.00 -9.4 18342.04 -0.4 788.95 -9.1 17132.85 -3.7
Mar 2023 785.95 -9.4 18037.56 -2.0 789.00 -9.1 18114.65 1.8
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67th ANNUAL REPORT 2022-23
TTK PRESTIGE SHARE PRICE VS BSE SENSEX
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TTK Prestige Limited
Shareholders Shares
Category (Amount)
Nos. % Total shares Nos. %
1 – 5000 86933 99.78 7809261 7809261 5.64
5001 - 10000 75 0.09 516198 51619 8 0.37
10001 - 20000 38 0.04 560235 560235 0.40
20001 - 30000 16 0.02 392571 392571 0.28
30001 - 40000 7 0.01 251289 251289 0.18
40001 - 50000 12 0.01 548261 548261 0.40
50001 - 100000 12 0.01 901297 901297 0.65
100001 & Above 37 0.04 127634908 127634908 92.08
Total 87130 100.00 138614020 138614020 100.00
Categories of Equity Shareholders as on March 31, 2023:
Shareholding No. of Equity
No. of No. of as a % of Shares held in
Category Category of Shareholder
Share-holders Shares held total no. of Dematerialized
shares Form
(A) Promoter & Promoter Group
(1) Indian
(a) Individuals / Hindu Undivided 5 13774470 9.94 13774470
Family
(b) Central Government / State - - - -
Government(s)
(c) Financial Institutions / Banks - - - -
(d) Any other (specify)
(i) Partnership Firms 1 83644000 60.34 83644000
(ii) Bodies Corporate 1 177600 0.13 177600
Sub-Total (A)(1) 7 97596070 70.41 97596070
(2) Foreign
(a) Individuals (Non-Resident - - - -
Individuals / Foreign Individuals)
(b) Government - - - -
(c) Institutions - - - -
(d) Foreign Portfolio Investor - - - -
(e) Any other (specify) - - - -
Sub-Total (A)(2) - - - -
Total Shareholding of Promoter 7 97596070 70.41 97596070
and Promoter Group (A)=(A)
(1)+(A)(2)
(B) Public
(1) Institutions
(a) Mutual Funds 13 18421280 13.29 18421280
(b) Venture Capital Funds - - - -
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Note:
Promoters include T.T. Krishnamachari & Co. represented by its partners and constituents of TTK Group. The
constituents of TTK Group include TTK Healthcare Limited, and relatives of the partners of T.T. Krishnamachari & Co.
The Company has bought back 1,00,000 equity shares during the year 2017-18; 27,300 forfeited shares have been
cancelled during the financial year 2019-20.
The Company on 17.05.2019 allotted 23,10,233 Bonus shares in the ratio of 1: 5
The Company has Sub-divided/split the shares of 1,38,61,402 of ` 10 each to 13,86,14,020 of ` 1 each on
15.12.2021(Record date) and the current paid up share capital is ` 13,86,14,020.
(I) Dematerialisation of Shares and Liquidity as on March 31, 2023, without grouping:
Particulars No. of Shareholders No. of Shares % of Shares
In Physical Mode 599 711264 0.51
In Electronic Mode 88058 137902756 99.49
Total 88657 138614020 100.00
m. Outstanding GDRs / ADRs / Warrants or any The Company has not issued any GDRs / ADRs /Warrants
Convertible Instruments and Convertible Instruments.
n. Commodity price risk or foreign exchange risk Please refer to Notes to Standalone / Consolidated
and hedging activities Financial Statements– (Page 143 & Page 195)
o. Plant Locations 1. Plot Nos. 82 & 85, SIPCOT Industrial Complex,
Hosur – 635 126, Tamilnadu.
2. Plot No. 38, SIPCOT Industrial Complex,
Hosur – 635 126, TamilNadu.
3. Myleripalayam Village, Kovai Terku Coimbatore,
Tamilnadu – 641 032.
4. Plot No.1A and 2, Dev Bhoomi Industrial Estate,
Roorkee, Uttarakhand – 247 667.
5. Vemardi Road, Juni Jithardi Village, Karjan Taluka,
Vadodara, Gujarat.
6. 231, Khardi, Shahpur, Thane,
Maharashtra - 421301.
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q. List of all credit rating obtained by the entity Long Term - CRISIL AA / Stable (Reaffirmed)
Short Term - CRISIL A1+ (Reaffirmed)
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A report on the compliance aspect of the Code of Conduct given by the CEO / Managing Director has been given at
Page No. 93 to this Annual Report.
(iv) Code of Conduct for prevention of Insider Trading:
Pursuant to the requirements of the Securities and Exchange Board of India Prohibition of Insider Trading) Regulations,
2015, as amended, the Board of Directors of your Company has put in place the following policies/codes:
a. Code of Conduct for prevention of Insider Trading.
b. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information to regulate,
monitor and report trading by Insiders.
c. Policy and Procedure for inquiry in the event of leak or suspected leak of Unpublished Price Sensitive
Information.
d. Policy on determination of Legitimate Purpose for sharing Unpublished Price Sensitive Information.
All the above Codes/policies are posted on the Company’s www.ttkprestige.com
These Codes of Conduct are applicable to all designated persons as defined in the said Regulation who are expected
to have access to unpublished price sensitive information relating to the Company and administered by the
Compliance Officer.
(v) The details relating to the Performance Evaluation of the Independent Directors by the entire Board of Directors is
given in Page No. 80 to this Report.
Regulation 18 – Audit Committee:
Compliance to this Regulation is given in Page No. 77 to this Report.
Regulation 19 – Nomination & Remuneration Committee:
Compliance to this Regulation is given in Page No. 80 to this Report.
Regulation 20 – Stakeholders Relationship Committee:
Compliance to this Regulation is given in Page No. 77 to this Report.
Regulation 21 – Risk Management Committee:
Compliance to this Regulation is given in Page No. 79 to this Report
Regulation 22 – Vigil Mechanism:
Compliance to this Regulation is given in Page No. 89 to this Report.
Regulation 23 – Related Party Transactions:
Compliance to this Regulation is given in Page No. 89 to this Report.
Regulation 24 – Corporate Governance Requirements with respect to subsidiary:
Compliance to this Regulation is given in Page No. 90 to this Report.
Regulation 25 – Obligations with respect to Independent Directors:
Compliance to this Regulation is given in Page No. 25 to this Report.
Regulation 26 – Obligations with respect to Directors & Senior Management:
Disclosures relating to compliance to the directorships in other listed entities, Board level Committee Memberships
and Chairmanships are annually provided by the Board of Directors of your Company. Further, notification of the
changes in the other directorships, Committee Memberships and Chairmanships are also provided by the Directors.
Compliance to this Regulation is given in Page No. 73 & 74 to this Report.
All the Directors and Senior Management had affirmed compliance to the Code of Conduct of Board of Directors
and Senior Management as on March 31, 2023.
Regulation 27 – Other Corporate Governance Requirements:
Disclosure relating to adoption of discretionary requirements under this Regulation is given in Page No. 90 to this
Report.
Regulation 46(2) (b)-(i) - Website
Pursuant to above Regulation, appropriate / requisite information is available on the Company’s
Website: www.ttkprestige.com
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TTK Prestige Limited
16. THE ADDITIONAL DISCLOSURES [As per Schedule V to the Listing Regulations]:
Related Party Disclosure:
Please refer Page No. 89 to this Report.
Management Discussion and Analysis Report:
The Management Discussion and Analysis Report is furnished in Page No. 18 to 24 this Annual Report.
Disclosure on Accounting Treatment:
In the preparation of financial statements, Generally Accepted Accounting Principles and policies were followed. The
mandatory Accounting Standards notified under Companies (Accounting Standards) Rules, 2006 were followed in the
preparation of financial statements.
Declaration by the Chief Executive Officer relating to the affirmation of compliance with the Code of Conduct by
the Board of Directors and Senior Management:
Please refer Page No. 93 to this Report.
Compliance Certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance:
Please refer Page No. 94 to this Report.
Disclosure with respect to demat suspense account / unclaimed suspense account:
Your Company does not have any Unclaimed Shares issued in physical form pursuant to Public Issue / Rights Issue.
Other constituents of the TTK Group within the meaning of “Group” under SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997 include:
T.T. Krishnamachari & Co. and its partners & relatives of the partners
TTK Healthcare Limited
TTK Services (P) Limited
TTK Property Services (P) Limited
TTK Tantex Limited
Packwell Packaging Products Limited
Pharma Research & Analytical Laboratories
Peenya Packaging Products
TTK Partners LLP
Immidart Technologies LLP
Triveni Bialetti Industries (P) Limited
TTK British Holdings Limited
Horwood Homewares Limited
Ultrafresh Modular Solutions Limited
Reconciliation of Share Capital Audit
A quarterly audit was conducted by Mr. Parameshwar G. Hegde, Bangalore, Practicing Company Secretary, reconciling
the issued and listed capital of the Company with the aggregate of the number of shares held by investors in physical
form and in the Depositories and the said certificates were submitted to BSE and NSE within the prescribed time
limit. 13,79,02,756 Equity Shares representing 99.48% of the Paid-up Equity Capital have been dematerialized as on
March 31, 2023.
Particulars of Directors seeking appointment / Re-appointment:
The particulars of the Directors seeking appointment / re-appointment are given under Notice forming part of the Notice
to shareholders (Please refer page No. 12 & 13 of this Annual Report)
CEO/CFO Certification:
As required under Schedule II – Part B to the Listing Regulations the Managing Director and Chief Financial Officer
have furnished the necessary Certificate to the Board of Directors with respect to financial statements and Cash flow
statements for the year ended March 31, 2023.
Adoption of Various Policies:
Your Company formulated, adopted, and disseminated in its website www.ttkprestige.com the following policies, as
required under the Listing Regulations:
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• Policy for Preservation of Documents pursuant to the provisions of Regulation 9 Chapter III; The web link of the
policy is as follows: https://ttkprestige.com/wp-content/uploads/2022/02/Preservation-of-documents-policy.pdf
• Policy for Disclosure of Events or Information pursuant to the provisions of Regulation 30 Chapter IV; The web
link of the policy is as follows: https://ttkprestige.com/wp-content/uploads/2022/02/policy-for-disclousure-of-events-
or-iinformation.pdf
• Policy on dealing with Related Party Transactions pursuant to the provisions of Regulation 46(2)(g) Chapter
IV; The web link of the policy is as follows: https://ttkprestige.com/wp-content/uploads/2022/05/Policy-on-Related-
Party-Transaction_2022.pdf
• Policy for determining material subsidiaries pursuant to the provisions of Regulation 46(2)(g) Chapter IV. The web
link of the policy is as follows: https://ttkprestige.com/wp-content/uploads/2019/02/Policy-on-Determining-Material-
Subsidiaries.pdf
• Dividend Distribution Policy pursuant to the provisions of Regulation 43A Chapter IV. The web link of the policy is
as follows: https://ttkprestige.com/wp-content/uploads/2022/02/dividend-distribution-policy.pdf
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In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the
Company as at 31 March 2023, and profit and other comprehensive income, statement of changes in equity and its cash flows
for the year ended on that date.
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TTK Prestige Limited
Information Other than the Standalone Financial Statements and Auditors’ Report Thereon
The Company’s Management and Board of Directors are responsible for the preparation of the other information. The other
information comprises the information included in the Directors report and business responsibility and sustainability report but
does not include the financial statements and our auditors’ report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or
our knowledge obtained during the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Responsibilities of the Managementand Board of Directors for Standalone Financial Statements
The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with
respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit
and other comprehensive income, statement of changes in equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section
133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud
or error.
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Standalone Audit Report (Contd...)
In preparing the standalone financial statements, Management and Board of Directors are responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
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vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only
w.e.f. April 1, 2023, reporting under this clause is not applicable.
3. With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company
to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration
paid to any director is not in excess of the limit laid down under Section 197 of the Act.
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TTK Prestige Limited
ANNEXURE A
Referred to in paragraph 1 on ‘Report on Other Legal and Regulatory Requirements’ of our report of even
date to the members of TTK Prestige Limited (“the Company”) on the standalone financial statements as of
and for the year ended 31 March 2023.
(i) (a) (A) The Company has maintained proper records showing full particulars including quantitative details and
situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(b) The Company has a regular programme of physical verification of its Property, Plant and Equipment by which
all Property, Plant and Equipment are verified in a phased manner over a period of three years. In our opinion,
this periodicity of physical verification is reasonable having regard to the size of the Company and the nature
of its assets. Pursuant to the programme, certain Property, Plant and Equipment were physically verified by the
management during the year. In our opinion, and according to the information and explanations given to us, no
material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us, the records examined by us and based on the examination
of the conveyance deeds provided to us, we report that, the title deeds, comprising all the immovable properties
(other than properties where the company is the lessee and the lease agreements are duly executed in favour of the
lessee) disclosed in the financial statements are held in the name of the Company as at Balance Sheet date
In respect of immovable properties of land and building that have been taken on lease and disclosed as right of use
assets in the financial statements, the lease agreements are in the name of the Company.
(d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) and intangible
assets during the year and hence this clause is not applicable to the Company.
(e) No proceedings have been initiated or are pending against the Company for holding any benami property under the
Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) (a) The inventory, except goods in transit and stocks lying with third parties, has been physically verified by the
management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.
For stocks lying with third parties at the year-end, written confirmations have been obtained and in respect of
goods-in-transit, subsequent goods receipts have been verified or confirmations have been obtained from the
parties. In our opinion, the coverage and procedure of such verification by the management is appropriate. The
discrepancies noticed on verification between the physical stocks and the book records are not 10% or more in the
aggregate for each class of inventory. However, the discrepancies noted have been properly dealt with in the books
of accounts.
(b) Based on our audit procedures & according to the information and explanation given to us, the Company has been
sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions
on the basis of security of current assets. Quarterly returns or statements filed by the company with such banks or
financial institutions are in agreement with the books of account of the Company.
(iii) (a) Based on our audit procedures & according to the information and explanation given to us, the Company has made
investments in, provided guarantee to company as follows during the year:
(A) Subsidiary: (Amt in Cr)
Particulars Investments
(Ultrafresh Modular Solutions Limited)
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(iv) In our opinion and according to the information and explanation given to us, the Company has complied with provisions
of Section 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees, and
securities, as applicable
(v) Based on our audit procedures & according to the information and explanation given to us, the Company has not
accepted any deposits or amounts which are deemed to be deposits within the meaning of the Act and the directives
issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act
and the rules framed thereunder. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
(vi) We have broadly reviewed the books of account maintained by the Company as specified under sub section (1) of
section 148 of the Act, for maintenance of cost records in respect of the products manufactured by the Company, and
are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we
have not, made a detailed examination of cost records with a view to determine whether they are accurate or complete.
(vii)
(a) According to the information and explanations given to us and the records of the Company examined by us, the
Company has generally been regular in depositing undisputed statutory dues including Goods and Service Tax,
provident fund, employees’ state insurance, income-tax, duty of customs, duty of excise, value added tax, cess and
any other statutory dues as applicable with the appropriate authorities.
According to the information and explanation given to us and the records of the Company examined by us, no
undisputed amounts payable in respect of Goods and Service Tax, provident fund, employees’ state insurance,
income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues
were in arrears, as at March 31, 2023 for a period of more than six months from the date they became payable
(b) According to the information and explanations given to us and based on our examination of the records of the
Company, there are no statutory dues referred to in sub-clause (a) as at March 31, 2023, which have not been
deposited with the appropriate authorities on account of any dispute, except as stated below:
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TTK Prestige Limited
(c) According to the information and explanations given to us and the records of the Company examined by us, there
were no term loans availed by the company. Accordingly, paragraph 3(ix)(c) of the Order is not applicable to the
Company.
(d) According to the information and explanations given to us and the records of the Company examined by us, there
were no funds raised on short term basis by the Company. Accordingly, paragraph 3(ix)(d) of the Order is not
applicable to the Company.
(e) According to the information and explanations given to us and the records of the Company examined by us,
the Company has not taken any funds from any entity or person on account of or to meet the obligations of its
subsidiaries, joint ventures or associate companies. Accordingly, paragraph 3(ix)(e) of the Order is not applicable to
the Company.
(f) According to the information and explanations given to us and the records of the Company examined by us, the
Company has not raised any loans during the year on pledge of securities held in its subsidiaries, joint ventures or
associate companies. Accordingly, paragraph 3(ix)(f) of the Order is not applicable to the Company.
(x) (a) According to the information and explanations given to us, the Company did not raise money by way of initial public
offer or further public offer (including debt instruments) during the year and hence the question of whether money
raised were applied for the purposes for which those are raised does not arise. Accordingly, paragraph 3(x) of the
Order is not applicable to the Company.
(b) According to the information and explanations given to us, the Company has not made any preferential allotment
or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year
and hence the question of whether the requirements of section 42 and section 62 of the Companies Act, 2013 have
been complied with and the funds raised have been used for the purposes for which the funds were raised does not
arise. Accordingly, paragraph 3(x)(b) of the Order is not applicable to the Company.
(xi) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we report
that no fraud by the Company or on the Company has been noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed by us in Form ADT-4 as
prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government
(c) To the best of our knowledge and belief and according to the information and explanations given to us, we report
that no whistle blower complaints were received during the year by the Company.
(xii) The Company is not a Nidhi company in accordance with Nidhi Rules 2014. Accordingly, paragraph 3(xii)(a) to (c) of the
Order is not applicable.
(xiii) Based on our audit procedures and according to the information and explanations given to us, all the transactions
entered into with the related parties during the year are in compliance with Section 177 and Section 188 of the Act
where applicable and the details have been disclosed in the standalone financial statements as required by the Indian
accounting standard Related Party Disclosures (Ind AS 24)
(xiv) (a) To the best of our knowledge and belief and according to the information and explanations given to us, the Company
has an internal audit system commensurate with the size and nature of its business.
(b) We have considered the reports of the Internal Auditors for the period under audit.
(xv) On the basis of the information and explanations given to us, in our opinion, during the year the Company has not
entered into any non-cash transactions with its directors or persons connected with its directors and hence provisions
of section 192 of the Companies Act, 2013 are not applicable to the Company.
(xvi) (a) Based on our audit procedures and according to the information and explanations given to us, the Company is not
required to be registered under Section 45-IA of Reserve Bank of India Act, 1934 (2 of 1934).
(b) Based on our audit procedures and according to the information and explanations given to us, the Company has not
conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR)
from the Reserve Bank of India as per the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi)(b) of the
Order is not applicable to the Company.
(c) Based on our audit procedures and according to the information and explanations given to us, the Company is not
a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India and hence the
questions of fulfilling criteria of a CIC, and in case the Company is an exempted or unregistered CIC, whether it
continues to fulfill such criteria, do not arise. Accordingly, paragraph 3(xvi)(c) of the Order is not applicable to the
Company.
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(d) Based on our audit procedures and according to the information and explanations given to us, none of the group
companies are Core Investment Company (CIC) and hence the question of number of CICs which are part of the
Group does not arise. Accordingly, paragraph 3(xvi)(d) of the Order is not applicable to the Company.
(xvii) Based on our audit procedures and according to the information and explanations given to us, the Company has not
incurred cash losses in the financial year and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year and accordingly this clause is not applicable.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected
dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial
statements, our knowledge of the Board of Directors and management plans and based on our examination of the
evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material
uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing
at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We,
however, state that this is not an assurance as to the future viability of the company. We further state that our reporting
is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all
liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and
when they fall due.
(xx) (a) Based on our audit procedures and according to the information and explanations given to us, in respect of
other than ongoing projects, the Company having spent the required amount, there is no amount pending to be
transferred to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of
the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act.
(b) Based on our audit procedures and according to the information and explanations given to us, the Company is
not required to transfer unspent amount under sub-section (5) of section 135 of the Companies Act, pursuant to
ongoing project to special account in compliance with provision of sub-section (6) of section 135. Accordingly,
paragraph 3(xx)(b) of the Order is not applicable to the Company.
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TTK Prestige Limited
ANNEXURE B
Referred to in paragraph 2(f) ‘Report on Other Legal and Regulatory Requirements’ of our report of
even date
Report on the Internal Financial Controls with reference to the aforesaid standalone financial statements
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
We have audited the internal financial controls with reference to standalone financial statements of TTK Prestige Limited (“the
Company”) as of 31 March 2023 in conjunction with our audit of the standalone financial statements of the Company for the
year ended on that date.
Management’s and Board of Directors’ Responsibility for Internal Financial Controls
The Company’s Management and the Board of Directors are responsible for establishing and maintaining internal financial
controls based on the internal control with reference to financial statements criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”). These responsibilities include the
design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements
based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed
under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial
statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements
were established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with
reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference
to financial statements included obtaining an understanding of internal financial controls, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement
of the standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the Company’s internal financial controls with reference to financial statements.
Meaning of Internal Financial Controls with reference to standalone financial statements
A Company’s internal financial control with reference to financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A Company’s internal financial control with reference to financial
statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with
authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on
the financial statements.
Inherent Limitations of Internal Financial Controls with reference to standalone financial statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future
periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Opinion
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial
statements and such internal financial controls were operating effectively as at 31 March 2023, based on the internal control
with reference to financial statements criteria established by the Company considering the essential components of internal
control stated in the Guidance Note.
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm’s Registration No.003990S/S200018
Sd/-
M. Seethalakshmi
Partner
Place: Bengaluru Membership No. 208545
Date : May 25, 2023 UDIN: 23208545BGVAJT5865
105
TTK Prestige Limited
Current Assets
Inventories 8 490.44 510.26
Financial Assets
- Investments 9 248.90 336.06
- Trade Receivables 10 305.68 298.72
- Cash and Cash Equivalents 11 15.45 14.58
- Bank Balances other than above 12 563.02 346.41
- Other Current Financial Assets 13 19.33 7.78
Other Current Assets 14 66.60 62.68
Total Assets 2,449.08 2,285.99
Current Liabilities
Financial Liabilities
- Lease Liabilities 45 11.48 7.32
- Trade Payables
Total Outstanding dues to Micro and Small Enterprises 19 29.53 26.07
Total Outstanding dues to other than Micro and Small Enterprises 216.45 329.87
- Other Financial Liablities 20 126.71 115.86
Other Current Liabilities 21 59.41 31.58
Provisions 22 10.71 10.52
Current Tax Liabilities (Net) 23 2.87 3.78
Total Equity and Liabilities 2,449.08 2,285.99
The accompanying notes form an integeral part of the standalone financial statements
As per our audit report of even date attached For and on behalf of the Board
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm’s Registration Number : 003990S/S200018 T.T. Jagannathan Chandru Kalro
Chairman Managing Director
DIN: 00191522 DIN: 03474813
106
67th ANNUAL REPORT 2022-23
STATEMENT OF STANDALONE PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Particulars Note For Year Ended For Year Ended
March 31, 2023 March 31, 2022
Revenue from Operations 24 2,625.72 2,532.15
Other Income 25 42.85 34.98
Total Income 2,668.57 2,567.13
Expenses
Cost of Materials Consumed 606.09 607.78
Purchase of Stock in Trade 995.70 950.35
Changes in Inventory of Finished Goods, Stock in trade and work
in progress 26 (30.39) (75.23)
Employee Benefits Expense 27 205.02 193.35
Finance Costs 28 5.01 4.01
Depreciation and Amortization 29 47.71 41.68
Other Expenses 30 489.91 449.67
Total Expenses 2,319.05 2,171.61
Profit Before Exceptional Items and Tax 349.52 395.52
- Exceptional Items - -
Profit Before Tax 349.52 395.52
Tax Expense
Current Tax 92.74 100.30
Deferred Tax 31 (3.38) 1.57
Profit for the Year 260.16 293.65
Other Comprehensive Income
Items that will not be reclassified to Profit or Loss
Remeasurements of defined benefit plan actuarial gains/ (losses) (2.37) (1.02)
Fair Valuation of Equity Instruments through OCI 0.03 0.05
Income tax expense on above 0.59 0.24
(1.75) (0.73)
Items that will be reclassified to Profit or Loss - -
Total Other Comprehensive Income for the Year (1.75) (0.73)
107
TTK Prestige Limited
STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
For Year Ended For Year Ended
Particulars
March 31, 2023 March 31, 2022
Cash Flows from Operating Activities
Net Profit Before Tax 349.52 395.52
Adjustments:
- Interest Income (29.62) (9.23)
- (Profit)/Loss on Sale of Property, Plant and Equipment (0.17) (0.32)
- OCI Effects (1.75) (0.73)
- Dividend Income / Unrealised Gains on Investments (8.34) (7.76)
- Interest Expense 5.01 4.01
- Provision for Doubtful Debts 1.15 4.27
- Provision for Warranty 18.41 14.43
- Inventory Write off 8.35 9.16
- Provision for Export Promotion Capital Goods Liability 0.05 0.05
- Depreciation and Amortization 47.71 41.68
Operating Cash Flow Before Working Capital Changes 390.32 451.08
Changes in
- Trade Receivables (8.11) (31.08)
- Financial Assets and Other Current and Non-Current Assets 7.73 (19.25)
- Inventories 11.47 (126.00)
- Liabilities and Provisions (Current and Non-Current) 19.51 (9.18)
- Trade Payables (109.96) 128.03
Cash Generated from Operations 310.96 393.60
Income Taxes Paid (Net of Refunds) (81.57) (95.75)
Cash Generated from / (used in) Operations 229.39 297.85
Cash Flows from Investing Activities
Purchase of Property, Plant and Equipment (67.48) (29.56)
Proceeds from Sale of Property, Plant and Equipment 2.27 0.99
Investment in Subsidiaries (9.99) -
Investment in Associate - (20.01)
Investment in Mutual Funds 81.50 84.26
Investment in Term Deposits with Banks (216.61) (260.99)
Interest Received 29.62 9.23
Dividends Income / Realised Gains on Investments 13.96 7.75
Net Cash Generated from / (used in) Investing Activities (166.73) (208.33)
Cash Flows from Financing Activities
Dividend Paid (48.51) (76.23)
Interest Paid (0.96) (4.01)
Repayment of Lease Liabilities (12.32) (6.66)
Proceeds from Long Term Loans - -
Repayment of Long Term Loans - -
Net Cash used in Financing Activities (61.79) (86.90)
Increase/(Decrease) in Cash and Cash Equivalents 0.87 2.62
Cash and Cash Equivalents at the Beginning of the Year 14.58 11.96
Cash and Cash Equivalents at the End of the Year 15.45 14.58
Components of Cash and Cash Equivalents (refer note 11)
Cash on Hand 0.01 0.02
Balances with Banks
- in Current Accounts 11.13 12.82
- Cheques on Hand 4.31 1.74
Total Cash and Cash Equivalents 15.45 14.58
Notes:
Prepared under Indirect Method as set out in Ind AS 7-Statement of Cash Flows. As the company does not have borrowings at
the beginning or at the end of the current year, disclosures of details of changes in liabilities arising from financing activities
are not applicable.
As per our audit report of even date attached For and on behalf of the Board
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm’s Registration Number : 003990S/S200018 T.T. Jagannathan Chandru Kalro
Chairman Managing Director
DIN: 00191522 DIN:03474813
108
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
A. EQUITY SHARE CAPITAL Notes Balance
109
Balance as at April 1, 2021 2.15 37.77 243.10 15.51 0.10 1,168.27 (0.74) 1,466.16
Balance as at March 31, 2022 2.15 37.77 272.10 15.51 0.10 1,355.91 (0.69) 1,682.86
67th ANNUAL REPORT 2022-23
(` in Crores)
Reserves and Surplus
Revaluation Securities Capital
Particulars General Capital Retained Other Items Total
Reserve Premium Redemption
Reserve Reserve Earnings of OCI
Reserve Reserve
Balance as at April 01, 2022 2.15 37.77 272.10 15.51 0.10 1,355.91 (0.69) 1,682.86
Changes in accounting policies or prior period errors - - - - - - - -
Current Year profits - - - - - 260.16 - 260.16
Fair Valuation of Equity Instruments through OCI - - - - - - 0.03 0.03
Actuarial Gain/Loss on Defined Benefit Plans - - - - - (1.78) - (1.78)
Total Comprehensive Income for the year - - - - - 258.38 0.03 258.41
Dividends - - - - - (48.51) - (48.51)
Transfer from retained earnings - - 26.00 - - (26.00) - -
Balance as at March 31, 2023 2.15 37.77 298.10 15.51 0.10 1,539.78 (0.66) 1,892.75
TTK Prestige Limited
110
section 69 of the Companies Act, 2013.
(d) General Reserve: The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings for appropriation purposes.
(e) Retained Earnings: Retained earnings are the profits that the Group has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
(f) Items of Other Comprehensive Income
i) Remeasurements of Net Defined Benefit Plans: Differences between the interest income on plan assets and the return actually achieved, and any changes in the liabilities over
the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in other comprehensive income and are adjusted to retained
earnings.
ii) Equity Instruments through Other Comprehensive Income: The fair value change of the equity instruments measured at fair value through other comprehensive income is
recognised in equity instruments through Other Comprehensive Income.”
The accompanying notes form an intrgeral part of the standalone financial statements
As per our audit report of even date attached For and on behalf of the Board
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm’s Registration Number : 003990S/S200018 T.T. Jagannathan Chandru Kalro
Chairman Managing Director
DIN: 00191522 DIN: 03474813
R.Saranyan
Place : Bengaluru Chief Financial Officer
Date : May 25, 2023 PAN: AAHPS9134L
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
1. Corporate Information The fair value of an asset or a liability is measured
TTK Prestige Limited (‘TTK’ or ‘the Company’) is a using the assumptions that market participants
public limited company domiciled and incorporated in would use when pricing the asset or liability,
India having its registered office at Plot No. 38, SIPCOT assuming that market participants act in their
Industrial Complex, Hosur, Tamilnadu – 635126. The economic best interest.
Company’s shares are listed and traded on Stock A fair value measurement of a non-financial asset
Exchanges in India. The Company is primarily engaged takes into account a market participant’s ability to
in the business of Kitchen and Home Appliances. generate economic benefits by using the asset in
2. Significant Accounting Policies its highest and best use or by selling it to another
(i) Statement of Compliance market participant that would use the asset in its
highest and best use.
The financial statements of the Company
have been prepared in accordance with Indian The Company uses valuation techniques that are
Accounting Standards (Ind AS) notified under appropriate in the circumstances and for which
Sec 133 of the Companies Act, 2013 and other sufficient data are available to measure fair value,
relevant provisions of the Act as amended thereto. maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs.
These financial statements were authorized for
issue by the Board of Directors on May 25, 2023. All assets and liabilities for which fair value is
measured or disclosed in the financial statements
These financial statements have been prepared on
are categorized within the fair value hierarchy,
accrual and going concern basis.
described as follows, based on the lowest
(ii) Basis of Preparation and Presentation level input that is significant to the fair value
These financial statements have been prepared on measurement as a whole:
a historical cost basis, except for certain financial • Level 1 — Quoted (unadjusted) market
instruments that are measured at fair value at prices in active markets for identical assets
the end of each reporting period, as explained or liabilities
in the accounting policies below. Historical
• Level 2 — Valuation techniques for which
cost is generally based on the fair value of the
the lowest level input that is significant to
consideration given in exchange for the goods and
the fair value measurement is directly or
services.
indirectly observable
As the operating cycle cannot be identified easily
in normal course, the same has been assumed to • Level 3 — Valuation techniques for which
have duration of 12 months. Accordingly, all assets the lowest level input that is significant to
and liabilities have been classified as current or the fair value measurement is unobservable
non-current as per the Company’s operating cycle For assets and liabilities that are recognized in
and other criteria set out in Ind AS-1 ‘Presentation the financial statements on a recurring basis,
of Financial Statements’ and Schedule III to the the Company determines whether transfers
Companies Act, 2013. have occurred between levels in the hierarchy by
(iii) Fair Value Measurement re-assessing categorization (based on the lowest
level input that is significant to the fair value
Fair value is the price that would be received to sell
measurement as a whole) at the end of each
an asset or paid to transfer a liability in an orderly
reporting period.
transaction between market participants at the
measurement date. The fair value measurement is At each reporting date, the company analyses
based on the presumption that the transaction to the movements in the values of assets and
sell the asset or transfer the liability takes place liabilities which are required to be re-measured or
either: re-assessed in line with the Company’s accounting
policies. For this analysis, the company verifies
• In the principal market for the asset or
the major inputs applied in the latest valuation
liability, or
by agreeing the information in the valuation
• In the absence of a principal market, in the computation to contracts and other relevant
most advantageous market for the asset or documents.
liability
For the purpose of fair value disclosures, the
The principal or the most advantageous market Company has determined classes of assets and
must be accessible by the Company. liabilities on the basis of the nature, characteristics
111
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
and risks of the asset or liability and the level of a best estimate based on accumulated experience.
the fair value hierarchy as explained above. A contract liability is recognised for expected
(iv) Use of Estimates and Judgments volume discounts payable to customers in relation
In the application of the Company’s accounting to sales made until the end of the reporting
policies, the Management of the Company are period. The Company adjusts estimate of revenue
required to make judgments. The preparation at the earlier of when the most likely amount of
of financial statements in conformity with Ind consideration company expects to receive changes
AS requires management to make judgments, or when the consideration becomes fixed. No
estimates and assumptions, that affect the element of financing is deemed present as the sales
application of accounting policies and the reported are made with a credit term of 30-120 days, which
amounts of assets, liabilities, income, expenses is consistent with market practice. The Company’s
and disclosures of contingent assets and liabilities obligation to provide a refund for faulty products
at the date of these financial statements and the under the standard warranty terms is recognised
reported amounts of revenues and expenses for as a provision.
the years presented. Actual results may differ from (vi) Other Income
these estimates
For all debt instruments measured either at
Estimates and underlying assumptions are amortized cost or at fair value through other
reviewed on an ongoing basis at each balance comprehensive income, interest income is
sheet date. Revisions to accounting estimates are recorded using the effective interest rate (EIR). EIR
recognized in the period in which the estimate is is the rate that exactly discounts the estimated
revised if the revision affects only that period or future cash payments or receipts over the expected
in the period of revision and future periods if the life of the financial instrument or a shorter period,
revision affects both current and future periods. In where appropriate, to the gross carrying amount
particular, information about significant areas of of the financial asset or to the amortized cost of a
estimation, uncertainty and critical judgments in financial liability.
applying accounting policies that have the most When calculating the effective interest rate,
significant effect on the amounts recognized in the company estimates the expected cash flows
the financial statements are provided in Note 2.1 by considering all the contractual terms of the
(v) Revenue Recognition financial instrument (for example, prepayment,
Revenue from Sale of goods:
extension, call and similar options) but does not
Sales are stated at net of returns and GST. Sales consider the expected credit losses. Interest income
Revenue is recognized when: is included in finance income in the statement of
profit and loss. Interest arising on overdue bills is
Revenue from sale of goods is recognised when
recognized on date of reliable measurement being
control of the products being sold is transferred to
the date of settlement.
our customer and when there are no longer
Dividend income from investments is accounted
any unfulfilled obligations. The Performance
for when the right to receive the payment is
Obligations in our contracts are fulfilled at the
established.
time of dispatch, delivery or upon formal customer
acceptance depending on terms with customers. (vii) Capital Management
Revenue is measured on the basis of contracted The Company manages its capital structure
price, after deduction of any trade discounts, so as to ensure that all strategic as well as day
volume rebates and any taxes or duties collected to day capital requirements are met with the
on behalf of the Government such as Goods and maximum focus on increasing the shareholders’
Services Tax, etc. Accumulated experience is used wealth. The Management and the Board of
to estimate the provision for such discounts and Directors of the Company monitor the return on
rebates. Revenue is only recognised to the extent capital and the level of dividends to shareholders
that it is highly probable a significant reversal will taking into account the Company’s profitability,
not occur. circumstances and requirements of the business.
The Management of the Company ensures there
Our customers have the contractual right to return
is sufficient liquidity to meet the Company’s short
goods only when authorised by the Company. An
term and long term financial liabilities without any
estimate is made of goods that will be returned
shortfalls or delays
and a liability is recognised for this amount using
112
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2023
(viii) Foreign Currency whose objective is to hold financial assets
● Initial Recognition in order to collect contractual cash flows
and the contractual terms of the financial
On initial recognition, all foreign currency
asset give rise on specified dates to cash
transactions are recorded by applying to
flows that are solely payments of principal
the foreign currency amount the exchange
and interest on the principal amount
rate between the reporting currency and
outstanding are measured at amortized cost
the foreign currency at the date of the
using effective interest rate (EIR) method.
transaction.
The EIR amortization is recognized as finance
● Subsequent Recognition income in the statement of profit and loss.
As at the reporting date, non-monetary The Company while applying above criteria
items which are carried at historical cost has classified the following at amortized cost
and denominated in a foreign currency are
(a) Trade receivable
reported using the exchange rate at the
date of the transaction. All non-monetary (b) Other financial assets
items which are carried at fair value or other (ii) Financial asset at FVTOCI
similar valuation denominated in a foreign Financial Assets that are held within a
currency are reported using the exchange business model whose objective is achieved
rates that existed when the values were fair by both collecting contractual cash flow and
value measured. selling financial asset and the contractual
All monetary assets and liabilities in foreign terms of financial assets give rise on specified
currency are restated at the end of accounting dates to cash flow that are solely payments
period. of principal and interest on the principal
(ix) Investment in subsidiaries, associates and joint amount outstanding are subsequently
ventures: measured at FVTOCI. Fair value movements
The Company records the investments in in financial assets at FVTOCI are recognized
subsidiaries, associates and joint ventures at cost in other comprehensive income.
less impairment loss, if any. Equity instruments held for trading are
(x) Financial instruments classified as FTVPL. For other equity
1(a) Financial Assets - Other than investment in instruments the Company classifies the
subsidiaries, associates and joint ventures same as FVTOCI. The classification is made
on initial recognition and is irrevocable.
Financial assets other than investment in
Fair value changes on equity instruments at
subsidiaries, associates and joint ventures
FVTOCI excluding dividends, are recognized
comprise of investments in equity and debt
in other comprehensive income (OCI).
securities, trade receivables, cash and cash
equivalents and other financial assets. (iii) Financial Asset at FVTPL
Initial recognition:
Financial asset are measured at fair value
through Profit and loss if it does not meet
All financial assets are recognized initially at
the criteria for classification as measured
Fair value or in case of financial assets not
at amortized cost or at fair value through
recorded at FVTPL, transaction costs that
other comprehensive income. All fair value
are attributable to the Acquisition of the
changes are recognized in the Statement of
financial asset. Purchase or sales of financial
Profit and loss.
asset within a time frame established by
regulation or convention in the market 1 (b) De-recognition on Financial Asset:
place (regular way trades) are recognized on Financial assets are de-recognized when
the trade date. However, trade receivables the contractual right to cash flows from the
that do not contain a significant financing financial asset expires or the financial asset is
component are measured at transaction transferred and the transfer qualifies for De-
price recognition. On De-recognition of a financial
Subsequent Measurement:
asset in its entirety, the difference between
the carrying amount (measured at the date
(i) Financial assets measured at amortized cost:
of De-recognition) and the consideration
Financial assets held within a business model received (including any new asset obtained
113
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
less any new liability Assumed) shall be the obligation specified in the contract is
recognized in the statement of profit and loss discharged or cancelled or expires.
(except for equity instruments designated as 3. Derivative Financial Instruments:
FVTOCI).
Foreign exchange forward contracts and
1 (c) Impairment of Financial Asset: options are entered into by the Company
Trade receivables under IND AS 109, to mitigate the risk of changes in foreign
investments in debt instruments that are exchange rates associated with certain
carried at amortized cost, investments in payables, receivables and forecasted
debt instruments that are carried at FVTOCI transactions denominated in certain foreign
are tested for impairment based on the currencies. These derivative contracts that
expected credit losses for their respective do not qualify for hedge accounting under
financial asset. IND AS 109, are initially recognized at fair
(i) Trade Receivable: value on the date the contract is entered into
and subsequently measured through Profit
An impairment analysis is performed at each
or Loss. Gains or loss arising from changes in
reporting date. The expected credit losses
the fair value of the derivative contracts are
over lifetime of the asset are estimated
recognized in profit or loss.
by adopting the simplified approach
using a provision matrix which is based 4. Offsetting of Financial Assets and Liabilities:
on historical loss rate reflecting future Financial assets and liabilities are offset and
economic conditions. In this approach assets the net amount is presented in Balance Sheet
are grouped on the basis of similar credit when, and only when, the Company has a
characteristics such as industry, customer legal right to offset the recognized amounts
segment, past due status and other factors and intends either to settle on a net basis or
which are relevant to estimate the expected to realize the assets and settle the liability
cash loss from these assets. simultaneously.
(ii) Other Financial Assets: 5. Reclassification of Financial Assets:
Other financial assets are tested for The Company determines classification
impairment and expected credit losses are of financial assets and liabilities on initial
measured at an amount equal to 12 month recognition. After initial recognition, no
expected credit loss. If the credit risk on the reclassification is made for financial assets
financial asset has increased significantly which are categorized as equity instruments
since initial recognition, then the expected at FVTOCI and financial assets or liabilities
credit losses are measured at an amount that are specifically designated as FVTPL. For
equal to life-time expected credit loss. financial assets which are debt instruments,
2. Financial Liabilities: a reclassification is made only if there is a
change in the business model for managing
Initial recognition and measurement:
those assets. Changes to the business are
Financial liabilities are initially recognized at expected to be infrequent.
fair value plus any transaction cost that are
(xi) Property, plant and equipment
attributable to the acquisition of financial
liability except financial liabilities at fair value
Property Plant and Equipment is stated at
through profit and loss which are initially cost less accumulated depreciation and where
measured at fair value. applicable accumulated impairment losses. Cost
includes expenditure that is directly attributable
Subsequent Measurement:
to acquisition of the asset. The cost of self-
The financial liabilities are classified for constructed assets includes the cost of materials,
subsequent measurement into following direct labour and any other costs directly
categories attributable to bringing the asset to a working
• at amortized cost condition for its intended use, and the costs of
• at fair value through profit and loss dismantling and removing the items and restoring
De-recognition of Financial Liabilities
the site on which they are located.
When parts of an item of Property, Plant and
A financial liability is derecognized when
equipment have differential useful life, they
and only when, it is extinguished i.e. when
are accounted for as separate items (major
114
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
components) of property, plant and equipment. related expenditure is reflected in profit or loss in
Gains and losses on disposal of an item of the period in which the expenditure is incurred.
property plant and equipment are determined by The useful lives of intangible assets are assessed as
comparing the proceeds from disposal with the either finite or indefinite.
carrying amount of Property, Plant and equipment Intangible assets with finite lives are amortized
and are recognized net within other income/ over the useful economic life and assessed for
other expenses in the statement of profit and loss impairment whenever there is an indication
account. that the intangible asset may be impaired. The
The cost of replacing part of an item of property, amortization period and the amortization method
plant and equipment is recognized in the carrying for an intangible asset with a finite useful life are
amount of the item if it is probable that future reviewed at least at the end of each reporting
economic benefits embodied within the part will period. Changes in the expected useful life or
flow to the company and its cost can be measured the expected pattern of consumption of future
reliably. The carrying amount of the replaced part economic benefits embodied in the asset are
is de-recognized. The cost of day to day servicing considered to modify the amortization period
is recognized in the statement of profit and loss or method, as appropriate, and are treated as
account. All other repair and maintenance costs changes in accounting estimates. The amortization
are recognized in profit or loss as incurred. expense on intangible assets with finite lives is
Depreciation on fixed assets has been provided recognized in the statement of profit and loss.
on the straight-line method as per the useful life Intangible assets with indefinite useful lives are not
prescribed in Schedule II to the Companies Act, amortized, but are tested for impairment annually,
2013 except in respect of the following categories either individually or at the cash-generating unit
of assets, in whose case the life of the assets has level. The assessment of indefinite life is reviewed
been re-assessed as under based on technical annually to determine whether the indefinite life
evaluation, taking into the account the nature of continues to be supportable. If not, the change in
the asset, the estimated usage of the asset, the useful life from indefinite to finite is made on a
operating conditions of the asset, past history of prospective basis.
replacement, anticipated technological changes, Gains or losses arising from de-recognition of an
manufacturers’ warranties, maintenance support, intangible asset are measured as the difference
etc. between the net disposal proceeds and the
• Plant and machinery – 5 to 20 years carrying amount of the asset and are recognized
• Electrical installations and equipment – 5 to in the statement of profit or loss when the asset is
20 years de-recognized.
• Tools and Moulds - 3 to 10 years Software is amortized @ 20% on straight line
basis.
The management believes that these estimated
(xiii) Impairment of Non-Financial Asset
useful lives are realistic and reflect fair
approximation of the period over which the assets
The Company assesses at each reporting date,
are likely to be used. The residual values, useful whether there is an indication that an asset may
lives and method of depreciation of property, plant be impaired. If any indication exists, or when
and equipment is reviewed at each financial year annual impairment testing for an asset is required,
end and adjusted prospectively, if appropriate. the Company estimates the asset’s recoverable
amount. An asset’s recoverable amount is the
(xii) Intangible Asset
higher of an asset’s or cash-generating units
Intangible assets acquired separately are measured
(CGU) fair value less costs of disposal and its
on initial recognition at cost. The cost of intangible
value in use. Recoverable amount is determined
assets acquired in a business combination is their
for an individual asset, unless the asset does not
fair value at the date of acquisition. Following
generate cash inflows that are largely independent
initial recognition, intangible assets are carried
of those from other assets of the Company. When
at cost less any accumulated amortization and
the carrying amount of an asset or CGU exceeds
accumulated impairment losses. Internally
its recoverable amount, the asset is considered
generated intangibles, excluding capitalized
impaired and is written down to its recoverable
development costs, are not capitalized and the
amount.
115
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
(xiv) Employee Benefits Past service cost is recognized in Statement
a) Defined Contribution Plans of profit and loss in the period of a plan
amendment. Net interest is calculated by
The eligible employees of the Company
applying the discount rate at the beginning
are entitled to receive benefits under the
of the period to the net defined benefit
provident fund, a defined contribution plan,
liability or asset. Defined benefit costs are
in which both employees and the Company
categorized as follows:
make monthly contributions at a specified
percentage of the covered employees’ salary • Service cost (including current service cost,
(currently 12% of employees’ salary), which past service cost as well as gains and losses
is recognized as an expense in the Statement on curtailments and settlements);
of Profit and Loss. The contributions as • Net interest expense or income; and
specified under the law are paid to respective • Re-measurement.
Regional Provident fund commissioner.
The Company presents the first two
b) Defined Benefit Plans (Superannuation) components of defined benefit costs in
The eligible employees of the Company statement profit and loss in the line item
are entitled to receive benefits under “Employee Benefits Expenses”. Curtailment
the superannuation scheme, a defined gains and losses are accounted for as past
contribution plan, in which the Company service costs.
makes annual contributions of a specified The defined benefit obligation recognized
sum, which is recognized as an expense in the balance sheet represents the actual
in the Statement of Profit and Loss. The deficit or surplus in the Company’s defined
Contributions are by way of annual premium benefit plans. Any surplus resulting from this
payable in respect of a superannuation policy calculation is limited to the present value of
issued by the Life Insurance Corporation any economic benefits available in the form
of India, which confers benefits to retired/ of reductions in future contributions to the
resigned employees based on policy norms. plans.
No other liabilities are incurred by the
d) Other Employee Benefits
Company in this regard.
Other benefits, comprising of Leave
c) Defined Benefit Plans (Gratuity and
Travel Allowances, are determined on an
Compensated Absences)
undiscounted basis and recognized based
The Company makes annual contributions to on the likely entitlement thereof.
gratuity funds administered by the trustees
e) Termination Benefits
for amounts notified by the funds. The
Company accounts for the net present value A liability for a termination benefit is
of its obligations for gratuity benefits, based recognized at the earlier of when the
on an independent actuarial valuation, company can no longer withdraw the
determined on the basis of the projected offer of the termination benefit and when
unit credit method, carried out as at the the company recognizes any related
Balance Sheet date. restructuring costs.
Re-measurement, comprising actuarial gains (xv) Provisions, Contingent Liabilities and
and losses, the effect of the changes to the Contingent Assets
asset ceiling (if applicable) and the return General
on plan assets (excluding net interest), is Provisions are recognized when the Company
reflected immediately in the Balance sheet has a present obligation (legal or constructive)
with a charge or credit recognized in other as a result of a past event, it is probable that
comprehensive income in the period in which an outflow of resources embodying economic
they occur. Re-measurement recognized in benefits will be required to settle the obligation
other comprehensive income is reflected and a reliable estimate can be made of the amount
immediately in retained earnings and will of the obligation. If the effect of the time value
not be reclassified to Statement of Profit and of money is material, provisions are discounted
Loss. using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When
116
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
discounting is used, the increase in the provision to exercise and excludes the effect of early
due to the passage of time is recognized as a termination options where the Company is not
finance cost. reasonably certain that it will exercise the option.
Warranty provisions Minimum lease payments include the cost of a
Provisions for warranty-related costs are recognized purchase option if the Company is reasonably
when the goods are sold to the customer. Initial certain it will purchase the underlying asset after
recognition is based on historical experience. The the lease term.
initial estimate of warranty-related costs is revised After the commencement date, the amount of
annually. lease liabilities is increased to reflect the accretion
(xvi) Leases of interest and reduced for lease payments made.
In addition, the carrying amount of lease liabilities
On inception of a contract, the company assesses
is re-measured if there is a modification, a change
whether it contains a lease. A contract contains
in the lease term, a change in the ‘in-substance
a lease when it conveys the right to control the
fixed’ lease payments or as a result of a rent review
use of an identified asset for a period of time
or change in the relevant index or rate.
in exchange for consideration. The right to use
the asset and the obligation under the lease to Variable lease payments that do not depend on
make payments are recognised in the Company an index or a rate are recognised as an expense in
statement of financial position as a right-of-use the period over which the event or condition that
asset and a lease liability. triggers the payment occurs. In respect of variable
leases which guarantee a minimum amount of
Lease contracts may contain both lease and
rent over the lease term, the guaranteed amount
non-lease components. The company allocates
is considered to be an ‘in-substance fixed’ lease
payments in the contract to the lease and non-
payment and included in the initial calculation
lease components based on their relative stand-
of the lease liability. Payments which are ‘in-
alone prices and applies the lease accounting
substance fixed’ are charged against the lease
model only to lease components.
liability.
The right-of-use asset recognised at lease
The Company has opted not to apply the lease
commencement includes the amount of lease
accounting model to leases of low value assets or
liability recognised, initial direct costs incurred,
leases which have a term of less than 12 months.
and lease payments made at or before the
commencement date, less any lease incentives (xvii) Income Tax
received. Unless the Company is reasonably a) Current Tax
certain to obtain ownership of the leased assets or Current tax assets and liabilities are measured
renewal of the leases at the end of the lease term, at the amount expected to be recovered
recognised right-of-use assets are depreciated to a from or paid to the taxation authorities
residual value over the shorter of their estimated on the taxable income of the year. The tax
useful life or lease term. Right-of-use assets are rates and tax laws used for computation of
also adjusted for any re-measurement of lease current tax includes those that are enacted
liabilities. or substantively enacted, at the reporting
The lease liability is initially measured at the date in the countries where the company
present value of the lease payments to be made operates and generates taxable income.
over the lease term. The lease payments include Current tax is recognized in the statement
fixed payments (including ‘in-substance fixed’ of profit and loss except to the extent it
payments) and variable lease payments that depend relates to an item recognized directly in
on an index or a rate, less any lease incentives equity. Management periodically evaluates
receivable. ‘In-substance fixed’ payments are positions taken in the tax returns with
payments that may, in form, contain variability but respect to situations in which applicable tax
that, in substance, are unavoidable. In calculating regulations are subject to interpretation and
the present value of lease payments, the Company establishes provisions where appropriate.
uses its incremental borrowing rate at the lease
Current tax assets and current tax liabilities
commencement date if the interest rate implicit in
are offset when there is a legally enforceable
the lease is not readily determinable.
right to set off the recognized amounts and
The lease term includes periods subject to extension there is an intention to settle the asset and
options which the Company is reasonably certain the liability on a net basis.
117
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
b) Deferred Tax tax relating to items recognized outside
Deferred tax is recognized on temporary profit or loss is recognized outside profit
differences between the carrying amounts or loss. Deferred tax items are recognized
of assets and a liability in the financial in correlation to the underlying transaction
statements and the corresponding tax base either in OCI or directly in equity.
used in the computation of taxable profit (xviii) Earnings Per Share
and is accounted for using the balance
Basic Earnings Per Share is computed by dividing
sheet method. Deferred tax liabilities the profit / (loss) after tax (including the post-
are generally recognized for all taxable tax effect of extraordinary items, if any) by the
temporary differences. Deferred tax assets weighted average number of equity shares
are generally recognized for all deductible outstanding during the year.
temporary differences to the extent that it is Diluted earnings per share is computed by dividing
probable that taxable profits will be available the profit / (loss) after tax (including the post-tax
against which those deductible temporary effect of extraordinary items, if any) as adjusted
differences can be utilized. Such deferred tax for dividend, interest and other charges to
assets and liabilities are not recognized if the expense or income (net of any attributable taxes)
temporary difference arises from goodwill relating to the dilutive potential equity shares, by
or from the initial recognition (other than the weighted average number of equity shares
a business combination) of assets and considered for deriving basic earnings per share
liabilities in a transaction that affects neither and the weighted average number of equity shares
the taxable profit nor the accounting profit. which could have been issued on the conversion
The carrying amount of deferred tax assets is of all dilutive potential equity shares.
reviewed at the end of each reporting period (xix) Inventories
and reduced to the extent that it is no longer
Inventories are valued at the lower of cost
probable that sufficient taxable profits will
(computed on a Weighted Average basis) or
be available to allow all or part of the asset
net realizable value. Cost includes the cost of
to be recovered.
purchase including duties and taxes (other than
Deferred tax liabilities and assets are those refundable), inward freight, and other
measured at the tax rates that are expected expenditure directly attributable to the purchase.
to apply in the period in which the liability Trade discounts, rebates and benefits are
is settled or the asset realized, based on tax deducted in determining the cost of purchase. Net
rates (and tax laws) that have been enacted realizable value represents the estimated selling
or substantively enacted by the end of the price for the inventories less all estimated costs of
reporting period. completion and costs necessary to make the sale.
The measurement of deferred tax liabilities Finished goods and Work in Progress include cost
and assets reflects the tax consequences of conversion and other costs incurred in bringing
that would follow from the manner in the inventories to their present location and
which the company expects, at the end of condition.
the reporting period, to recover or settle the (xx) Cash and Cash Equivalents (for the purpose of
carrying amount of its assets and liabilities. Cash Flow Statement)
Deferred tax assets and liabilities are offset
Cash comprises cash on hand and demand
when there is a legally enforceable right to deposits with banks. Cash equivalents are short-
set off current tax assets against current tax term balances (with an original maturity of three
liabilities and when they relate to income months or less from the date of acquisition), highly
taxes levied by the same taxation authority liquid investments that are readily convertible into
and the company intends to settle its current known amounts of cash and which are subject to
tax assets and liabilities on a net basis. insignificant risk of changes in value.
Current and deferred tax are recognized Cash flows are reported using the indirect method,
in the Statement of profit and loss, except whereby profit/ (loss) before tax is adjusted for the
when they relate to items credited or debited effects of transactions of no cash nature and any
directly to equity, in which case the tax is deferrals or accruals of past or future cash receipts
also recognized directly in equity. Deferred or payments. Cash flow for the year is classified by
operating, investing and financing activities.
118
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
119
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
assumptions and estimates could result in outcomes is generally based on the incremental borrowing
that require a material adjustment to the carrying rate specific to the lease being evaluated or for a
number of assets or liabilities affected in future portfolio of leases with similar characteristics
periods. Estimates and Assumptions
Critical Judgements in applying Accounting Policies:
The key assumptions concerning the future and other
(i) Lease classification: The Company evaluates if key sources of estimation uncertainty at the reporting
an arrangement qualifies to be a lease as per the date, that have a significant risk of causing a material
requirements of Ind AS 116. Identification of a adjustment to the carrying amounts of assets and
lease requires significant judgment. The Company liabilities within the next financial year, are described
uses significant judgement in assessing the lease below.
term (including anticipated renewals) and the The Company based its assumptions and estimates on
applicable discount rate. Ind AS 116 requires parameters available when the financial statements
lessees to determine the lease term as the non- were prepared. Existing circumstances and assumptions
cancellable period of a lease adjusted with any about future developments, however, may change due
option to extend or terminate the lease, if the to market changes or circumstances arising that are
use of such option is reasonably certain. The beyond the control of the Company. Such changes are
Company makes an assessment on the expected reflected in the assumptions when they occur.
lease term on a lease-by-lease basis and thereby
(i) Useful life of Property, Plant & Equipment (PPE)
assesses whether it is reasonably certain that any
The Company reviews the estimated useful lives of
options to extend or terminate the contract will
PPE at the end of each reporting period.
be exercised. In evaluating the lease term, the
Company considers factors such as any significant (ii) Defined benefit plans, Defined Benefit Obligations
leasehold improvements undertaken over the (DBO) Management’s estimate of the DBO is based
lease term, costs relating to the termination of the on a number of critical underlying assumptions
lease and the importance of the underlying asset such as standard rates of inflation, medical cost
to Company’s operations taking into account the trends, mortality, discount rate and anticipation
location of the underlying asset and the availability of future salary increases. Variation in these
of suitable alternatives. The Company revises assumptions may significantly impact the DBO
the lease term if there is a change in the non- amount and the annual defined benefit expenses.
cancellable period of a lease. The discount rate
120
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
121
Disposals during the year - (0.21) (0.12) - (0.12) - - - (0.45)
As at 31 March, 2022 - 45.23 89.20 10.76 0.48 7.38 13.63 9.72 176.40
Charge for the year - 7.78 18.61 2.04 0.15 2.58 2.48 3.48 37.12
Disposals during the year - (0.79) (1.46) (0.25) (0.50) (0.14) - (0.02) (3.16)
As at 31 March, 2023 - 52.22 106.35 12.55 0.13 9.82 16.11 13.18 210.36
-
Net Book Value - -
As at 31 March, 2023 50.49 170.55 141.80 14.66 1.00 9.95 23.77 12.23 424.45
As at 31 March, 2022 50.48 171.71 129.00 13.16 0.69 8.70 23.28 12.54 409.56
Note: Property plant and equipment at Karjan Plant having net book value of `214.36 Crores (PY `202.21 Crores) have been offered as security to Hongkong and
Shanghai Banking Corporation against the guarantee issued by the company in favor of TTK British Holdings Limited (100% subsidiary) in respect of their
borrowings.
67th ANNUAL REPORT 2022-23
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
4 Intangible Asset
Description Computers Software
As at March 31, 2021 8.44
Additions during the year 0.13
Disposals during the year -
As at March 31, 2022 8.57
Additions during the year 0.55
Disposals during the year (0.12)
As at March 31, 2023 9.00
Amortization
As at March 31, 2021 6.97
Charge for the year 0.65
Disposal during the year -
As at March 31, 2022 7.62
Charge for the year 0.49
Disposal during the year (0.11)
As at March 31, 2023 8.00
5 Investment (Non-Current)
Particulars March 31, 2023 March 31, 2022
Investments in Equity Instruments-Fully Paid Up
(i) Subsidiaries (Unquoted)
TTK British Holdings Limited (CY 2,07,00,000 Shares, PY 2,07,00,000 Shares of GBP 1 each) 192.69 192.69
Ultrafresh Modular Solutions Limited (CY 5,32,860 fully paid up shares of ` 10 each
30.00 20.01
PY 2,32,860 fully paid up shares and 3,00,000 partly paid up shares)*
(ii) Other - Quoted
TTK Healthcare Limited (CY 1,440 Shares, PY 1,440 Shares) 0.15 0.12
Total 222.84 212.82
Foot Note:
(i) Aggregate Amount of Quoted Investment
Particulars March 31, 2023 March 31, 2022
- Cost 0.02 0.02
- Market Value 0.15 0.12
(ii) Aggregate Amount of Unquoted Investments is ` 222.69 Crores (Previous Year - ` 212.70 Crores )
(iii) Aggregate Amount of Impairment in Value of Investment - NIL
* Company has held an equity interest of 40.8% till Dec 2022, post which with the purchase of additional 10.2% interest in
Ultrafresh, the same has given control of the entity.
122
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
8 Inventories
Note:
(i) During the year ended March 31, 2023, ` 8.35 Crores (Previous year : ` 9.16 Crores) was recognised as an expense for
Inventories carried at Net Realisable value.
(ii) Mode of Valuation: Inventories are valued at lower of cost, computed on a weighted average basis and estimated net
realisable value, after providing for cost of obsolescene and other anticipated losses,wherever considered necessary.
Finished Goods and Work in progess include cost of conversion and other costs incurred in bringing the inventories to
their present location and condition.
(iii) Stock in transit includes ` 12.23 Crores of Traded Goods, ` 1.64 Crores of Finished Goods and ` 20.66 Crores of Raw
Materials.
123
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
9 Investments
124
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
10 Trade Receivables
No Trade receivable is due from Directors or Other officers of the company either severally or jointly with any other person.
MOVEMENT IN PROVISION FOR DOUBTFUL DEBTS March 31, 2023 March 31, 2022
Opening Balance 37.33 36.59
Charge for the year 1.15 4.27
Utilised 1.24 3.53
Unused amounts reversed - -
Closing Balance 37.24 37.33
125
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
12 Other Balances with Banks
Particulars March 31, 2023 March 31, 2022
Earmarked Bank Balances
i) Unpaid Dividend Bank Account 1.38 1.43
ii) Bank Balances held as Margin Money 2.28 2.89
iii) Term Deposits with Banks 559.36 342.09
Total 563.02 346.41
126
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
15 Equity Share Capital
Particulars March 31, 2023 March 31, 2022
Authorised Share Capital
15,00,00,000 Equity shares of ` 1/- each with voting rights
15.00 15.00
(Previous Year :15,00,00,000 Equity shares of ` 1/- each with voting rights)
Total 15.00 15.00
Issued and Subscribed Share Capital:
13,96,14,020 Equity shares of ` 1/- each 13.96 13.96
(Previous Year 13,96,14,020 Equity Shares of ` 1/- each)
1. Paid Up Share Capital of 13,86,14,020 shares of ` 1/- each (Previous Year : 13,86,14,020 shares of ` 1/- each) includes
1,01,79,297 (Previous Year : 1,01,79,297 shares) of ` 10/- each alloted as Bonus Shares fully paid-up by capitalisation
of reserves. The Paid Up Share Capital also includes 9979 shares of `10/- each issued to shareholders of Triveni Bialetti
Industries Private Limited as per the demerger scheme approved by the Honorable High Courts of Madras and Bombay.
2. The Board of Directors at their Meeting held on October 27, 2021 approved the sub-division of each equity share of face
value of ` 10/- fully paid up into 10 equity shares of face value of ` 1/- each fully paid up. The same had been approved
by the Members on December 1, 2021 through postal ballot and e-voting. The effective date for the subdivision was
December 15, 2021. Consequently the split of equity shares had been effected from December 15, 2021. Accordingly,
equity shares and earning per shares have been adjusted for share split in accordance with IND AS 33 ‘Earning Per Share’
for all previous periods.
3. During the FY 2019-20, 23,10,233 nos of Bonus Shares of ` 10/- each have been allotted on 17th May 2019 (pursuant
to the Share Holders resolution, dated 3rd May 2019 approving the same), thus increasing the paid up share capital
to ` 13.86 Crores. These bonus shares rank paripassu in all respects with the existing shares and will be entitled to any
dividend declared after 17th May 2019.
4. During the year 2017-18, the Company completed Buy back of 1,00,000 Equity shares @ ` 7,000 per share aggregating
to ` 70 crores. The Excess amount over Face value of these shares along with expenses relating to Buy back have been
debited to Securities Premium Reserve in accordance with the provisions of the Companies Act
5. Rights, preferences and restrictions attached to shares
Equity shares: The Company has one class of equity shares having a par value of ` 1/- per share. Each shareholder
is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the
remaining assets of the Company after distribution of all preferential amounts, in the proportion to their shareholding.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting, except in case of interim dividend.
127
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Details of Shareholders Holding more than 5% shares in the Company
16 Other Equity
128
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
17 Provisions
Particulars March 31, 2023 March 31, 2022
Provision for Employee Benefits :-
Gratuity 1.05 -
Compensated Absence Liabilities - 1.04
Total 1.05 1.04
129
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
22 Provisions
Foot Note:
Movement in Other Provisions
Opening Amount Amount Closing
Particulars Year Additions
Balance Used Reversed Balance
Provision for Export Promotion Capital 2022-23 0.93 0.05 - 0.98
Goods Liability 2021-22 0.88 0.05 - 0.93
2022-23 9.59 18.41 (18.27) - 9.73
Provision for Warranty
2021-22 8.36 14.43 (13.20) - 9.59
130
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
25 Other Income
Opening Balance
(a) Work in Progress 31.36 23.28
(b) Finished Goods 121.72 81.92
(c) Stock in Trade 175.30 148.31
(d) Stock in Transit 2.27 1.91
Total Opening Balance 330.65 255.42
Closing Balance
(a) Work in Progress 22.43 31.36
(b) Finished Goods 135.25 121.72
(c) Stock in Trade 189.49 175.30
(d) Stock in Transit 13.87 2.27
Total Closing Balance 361.04 330.65
Total Changes in Inventory of Work-In-Progress, Stock in Trade and Finished
(30.39) (75.23)
Goods
131
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
28 Finance Costs
132
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
30 Other Expenses
Note:
133
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Weighted average number of equity shares used for computing basic and
138,614,020 138,614,020
diluted earning per share
Weighted average number of shares – Basic & Diluted (Opening) 138,614,020 13,861,402
134
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
(iv) Changes in the present value of the defined benefit obligation are as follows:
135
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
(vii) The principal assumptions used in determining gratuity obligation for the Company’s plans are shown
below:
136
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
b) Contingent Liabilities
35 Leases
a) Right-Of-Use Assets
137
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
36 Related parties
(a) Names of related parties with whom transactions have taken place during the year and description of
relationship:
TTK British Holdings Limited
Wholly Owned Subsidiaries
Horwood Homewares Limited
Subsidiary (From Jan 2023) Ultrafresh Modular Solutions Limited
Associate (Till Dec 2022) Ultrafresh Modular Solutions Limited
TT Krishnamachari & Co
Enterprises over which Key Managerial Personnel TTK Healthcare Limited
(KMP) having significant control TTK Services (P) Limited
Triveni Bialetti Industries Private Limited
Mr. T.T. Jagannathan
Mr. T.T. Raghunathan
Mr. Chandru Kalro (KMP)
Mr. K. Shankaran (KMP)
Mr. R. Srinivasan
Directors Dr. (Mrs.) Vandana Walvekar
Mr. Dileep K. Krishnaswamy
Mr. Arun.K.Thiagarajan
Mr. Murali Neelakantan
Dr. Mukund T.T
Mr. Dhruv Sriratan Moondhra
Key Managerial Personnel Mr. R Saranyan
Mr. T.T. Venkatesh
Relatives of Directors
Mr. T.T. Lakshman
Other Related Parties TTK Prestige Limited Executive Superannuation Fund
138
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
(c) Related Parties with whom transactions have taken place during the year
Entity Nature of transactions 2022-23 2021-22
Expenses Income Expenses Income
TTK Healthcare Ltd Sales - 0.20 - 0.22
Dividend 0.06 - 0.10 -
T.T. Krishnamachari & Co., Travel Expenses (Guest House Stay) 0.07 - 0.03 -
Rent Paid 0.03 - 0.03 -
C & F Chgs 16.20 - 15.98 -
Licence Fee On Logo 13.78 - 13.17 -
Dividend 29.28 - 46.01 -
Triveni Bialetti Industries
Rent 0.14 - 0.14 -
Private Limited
Horwood Homewares Limited Sales - 1.46 - 1.10
Horwood Homewares Limited Royalty 1.55 - 1.00 -
Ultrafresh Modular Soultions Limited Sales - 0.83 - -
Royalty - 0.11 - -
Ultrafresh Modular Soultions Limited Investment In Equity 9.99 - 15.01 -
MR. T.T. Jagannathan * Remuneration 0.60 - 0.60 -
Commission & Sitting Fees 7.41 - 8.08 -
Travel Expenses 0.14 - 0.09 -
Dividend 1.50 - 2.36 -
Mr. T.T. Raghunathan Commission & Sitting Fees 0.30 - 0.34 -
Dividend 0.01 - 0.01 -
Mr. K. Shankaran Remuneration 3.85 - 6.20 -
Dividend 0.01 - 0.01 -
Mr. Chandru Kalro Remuneration 4.28 - 6.28 -
Mr. R. Srinivasan Commission & Sitting Fees 0.34 - 0.38 -
Mr. Murali Neelakantan Commission & Sitting Fees 0.32 - 0.35 -
Travel Expenses 0.04 - - -
Dr. Mukund T.T Commission & Sitting Fees 0.30 - 0.34 -
Dividend 1.15 - 1.81 -
Mr. Arun.k.thiagarajan Commission & Sitting Fees 0.33 - 0.37 -
Dividend 0.01 - 0.01 -
Mr. Dileep Kumar Krishnaswamy Commission & Sitting Fees 0.32 - 0.37 -
Mr. Dhruv Sriratan Moondhra Commission & Sitting Fees 0.30 - 0.34 -
Travel Expenses 0.01 - - -
Dr. (Mrs.) Vandana Walvekar Commission & Sitting Fees 0.30 - 0.35 -
Dividend 0.00 - 0.01 -
Travel Expenses 0.01 - - -
Mr. T.T. Venkatesh Remuneration 0.38 - 0.34 -
Dividend 1.12 - 1.76 -
Mr. T.T. Lakshman Dividend 1.04 - 1.63 -
Mr. R. Saranyan Remuneration 1.26 - 1.09 -
TTK Prestige Limited Executive
Contribution 0.39 - 0.39 -
Superannuation Fund
* Approval being sought in the ensuing AGM as required under clause 17(6)(ca) of SEBI (LODR) regulations
139
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Note:
All amounts mentioned above are excluding GST.
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no
guarantees provided or received for any related party receivables or payables except for guarantees given on behalf of the
subsidiaries details of which is provided in Note 34(b). For the year ended March 31, 2023 the Company has not recorded any
impairment of receivables relating to amounts owed by related parties (March 31, 2022: ` Nil).
This assessment is undertaken each financial year through examining the financial position of the related party and the mar-
ket in which the related party operates.
Compensation of Key Management Personnel of the Company
Description March 31, 2023 March 31, 2022
Short-term employee benefits 9.31 13.46
Post-employment gratuity 0.09 0.09
Total compensation paid to key management personnel 9.40 13.55
The amounts disclosed in the table are the amounts recognized as an expense during the reporting period related to Key
Management Personnel.
140
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Amortised
Particulars Carrying Value FVTPL FVTOCI Fair Value
Cost
March 31, 2023 Level1 Level 2 Level 3
Financial Assets
Trade Receivables 305.68 305.68 - - - - -
Investments 249.05 119.41 129.49 0.15 129.64 - -
Bank Balances 563.02 563.02 - - - - -
Other Financial Assets-Non - - - - - - -
Current
Other Financial Assets- 19.33 19.33 - - - - -
Current
Total Assets 1,137.08 1,007.44 129.49 0.15 129.64 - -
Financial Liabilities
Trade Payables 245.98 245.98 - - - - -
Other Financial Liabilities 126.71 126.71 - - - - -
Total Liabilities 372.69 372.69 - - - - -
141
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Amortised
Particulars Carrying value FVTPL FVTOCI Fair Value
cost
March 31, 2022 Level1 Level 2 Level 3
Financial Assets
Trade Receivables 298.72 298.72 - - - - -
Investments 336.18 30.00 306.06 0.12 306.18 - -
Bank Balances 346.41 346.41 - - - - -
Other Financial Assets-Non 12.96 12.96 - - - - -
Current
Other Financial Assets-Current 7.78 7.78 - - - - -
Total Assets 1002.05 695.87 306.06 0.12 306.18 - -
Financial Liabilities
Trade Payables 355.94 355.94 - - - - -
Other Financial Liabilities 115.86 115.86 - - - - -
Total Liabilities 471.80 471.80 - - - - -
Interest income/ (expense), gain/ (losses) recognized on financial assets and liabilities
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67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
values are determined in whole or in part, using a valuation model based on assumptions that are neither supported
by prices from observable current market transactions in the same instrument nor are they based on available
market data.
(i) Borrowings, loans, short-term financial assets and liabilities are stated at carrying value which is approximately
equal to their fair value.
(ii) Management uses its best judgement in estimating the fair value of its financial instruments. As such, fair
value of financial instruments subsequent to the reporting dates may be different from the amounts reported
at each reporting date.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency
exchange rates, interest rates, credit, liquidity and other market changes. The Company’s exposure to market risk is
primarily on account of foreign currency exchange rate risk.
Price Risk
The Company’s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about
future values of the investment securities. The investment in listed and unlisted equity securities are not significant.
Liabilities as at Assets as at
Particulars
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
USD - - - 0.14
Pounds - - - -
EURO - 0.09 0.01 0.03
143
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Trade Receivables
Customer credit risk is managed by each business unit subject to the company’s established policy, procedures and
control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive
credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding
customer receivables are regularly monitored and any shipments to major customers are generally covered by letters
of credit or other forms of credit insurance.
144
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a
large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively.
The calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying
value of each class of financial assets disclosed above under Credit risk. The Company does not hold collateral as
security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers
are located in several jurisdictions and operate in largely independent markets.
At March 31, 2023, the Company had 3 Customers (March 31, 2022: 3 customers) that owed the Company more than
5% of the Total receivables, which accounted for approximately 26% (March 31, 2022: 22%) of all the receivables
outstanding.
145
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Financial Instruments
146
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
147
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
43 Financial Ratios
Disaggregation of Revenue:
148
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Contract liabilities such as advance from customers and liability for schemes and discounts are given below:
Amount as on Amount as on
Contract Liabilities Note Reference
01.04.2022 31.03.2023
Advance from customers 27.33 37.27 Refer Note No 21
Provision for Schemes and Discounts 71.60 85.77 Refer Note No 20
Provision for Scheme in Kind - 0.05 Refer Note No 21
Reconciliation of revenue recognized with the contracted price and the adjustments:
The following amounts were recognised as expense in the year March 31, 2023 March 31, 2022
149
TTK Prestige Limited
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Amount to be Contributed
as prescribed under Amount actually
Year Deficit (if any)
Section 135 of the Contributed
Companies Act 2013
2022 - 23 6.66 6.66 -
2021 - 22 5.91 5.92 -
The CSR spend includes amount spent towards support for Rehabilitation Research & Device Development at IIT,
maintenance of rural schools, establishment of Public lab complex, nutritious supplement for government school
children, treating the less fortunate children born with facial deformities, early education and daily food to students
in reserved categories, providing ambulance with equipment for eye bank, providing battery operated small vehicle
for District Administration Office, Haridwar for use of elderly and differently abled persons, providing smart boards to
government schools, Children’s Airway & Swallowing reconstruction procedure, etc.
47 Disclosure pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015:*
There were no Loan amounts due from Subsidiaries/ Associates or Firms / Companies in which the Directors are Interested
*Excludes Current account transactions
150
67th ANNUAL REPORT 2022-23
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the
Company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies
beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended 31 March
2023.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vii) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey
or any other relevant provisions of the Income Tax Act, 1961).
(viii) The borrowing from financial institutions have been used for the purposes for which it was taken at the balance
date.
51 The social security code enacted in year 2020 has been deferred by a year. When enacted, this code will have an impact
on Company’s contribution to Provident Fund, Gratuity and other employee related benefits. The Company proposes to
do an assessment at an appropriate time and make appropriate provisions accordingly.
52 Certain figures apparently may not add up because of rounding off, but are wholly accurate in themselves
53 The previous periods numbers have been regrouped or reclassified to conform to the current year’s classification
As per our audit report of even date attached For and on behalf of the Board
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm’s Registration Number : 003990S/S200018 T.T. Jagannathan Chandru Kalro
Chairman Managing Director
DIN: 00191522 DIN: 03474813
151
TTK Prestige Limited
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration
of reports of other auditors on financial statements and on the other financial information of the subsidiaries, the aforesaid
consolidated financial statements give the information required by the Companies Act, 2013 (the “Act”) in the manner
so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the
consolidated state of affairs of the Group as at 31 March 2023, and their consolidated profit, consolidated total comprehensive
income, their consolidated statement of changes in equity and consolidated cash flows for the year ended on that date.
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67th ANNUAL REPORT 2022-23
Consolidated Audit Report (Contd...)
Information Other than the Consolidated Financial Statements and Auditors’ Report Thereon
The Holding Company’s Management and Board of Directors are responsible for the preparation of the other information. The
other information comprises the information included in the Directors report and business responsibility and sustainability
report but does not include the consolidated financial statements and our auditors’ report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact. We have nothing to report in this regard.
Responsibilities of the Management and Those Charged with Governance for the Consolidated Financial
Statements
The Holding Company’s Management and Board of Directors are responsible for the preparation and presentation of these
consolidated financial statements in terms of the requirements of the Companies Act, 2013 that give a true and fair view of
the consolidated financial position, consolidated financial performance, consolidated statement of changes in equity and
consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the
Indian Accounting Standards specified under section 133 of the Act. The respective Management and Board of Directors of
the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively
153
TTK Prestige Limited
In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies
included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting
process of the Group.
154
67th ANNUAL REPORT 2022-23
Consolidated Audit Report (Contd...)
direction, supervision and performance of the audits carried out by them. Our responsibilities in this regard are further
described in the section titled ‘Other Matters’ in this audit report.
We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred
to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit
opinion on the consolidated financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
(a) We did not audit the financial statements of 2 subsidiaries (TTK British Holdings Limited and Horwood Homewares
Limited) whose financial statements reflect total assets of ` 318.38 Cr and net assets of ` 33.70 Cr as at March 31, 2023,
total revenues of ` 149.52 Cr (before consolidation adjustments) and net cash outflows amounting to ` 29.79 Cr for the
year ended on that date, as considered in the consolidated financial statements. These financial statements / financial
information have been audited by other auditors whose reports have been furnished to us by the Management and
our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in
respect of these subsidiaries, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates
to the aforesaid subsidiaries is based solely on the reports of the other auditors.
(b) 2 subsidiaries are located outside India whose financial statements and other financial information have been prepared in
accordance with accounting principles generally accepted in United Kingdom (UK). The Holding Company’s management
has converted the financial statements of subsidiaries from accounting principles generally accepted in UK to accounting
principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company’s
management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries located outside India is
based the conversion adjustments prepared by the management of the Holding Company and audited by us.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below,
is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other
auditors and the financial information certified by the Management.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors’ Report) Order, 2020 (“the Order”), issued by the Central Government of India
in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, based on our audit and on the consideration of report of other auditors on
separate financial statements and other financial information of subsidiaries, as noted in the ‘Other matters’ paragraph,
we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated
financial statements have been kept so far as it appears from our examination of those books and the reports of the
other auditors.
155
TTK Prestige Limited
156
67th ANNUAL REPORT 2022-23
accordance with Section 123 of the Act, as applicable.
(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the
approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in
accordance with section 123 of the Act, as applicable.
vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the holding company and
group companies incorporated in India only w.e.f. April 1, 2023, reporting under this clause is not applicable.
h) As required by Section 197(16) of the Act, we report that the remuneration paid by the Holding Company and one
of its subsidiary company incorporated in India to its directors is in accordance with the prescribed provisions and
the remuneration paid to every director is within the limit specified under Section 197.
157
TTK Prestige Limited
ANNEXURE A
Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our
report of even date to the members of TTK Prestige Limited on the consolidated financial statements as of
and for the year ended 31 March 2023
(i) As required by Paragraph (xxi) of Companies (Auditor’s Report) Order (CARO), there have been no qualifications or
adverse remarks by the respective auditor in the CARO reports of one of its subsidiary company incorporated in India
included in the consolidated financial statements except below mentioned:
Name of the entity CIN Nature of Relationship Clause number of the CARO report
which is qualified or adverse.
ANNEXURE B
Referred to in paragraph 2(f) on ‘Report on Other Legal and Regulatory Requirements’ of our report of even
date on the consolidated financial statements of TTK Prestige Limited
Report on the Internal Financial Controls with reference to Financial Statements under Clause (i) of Sub-
section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated financial statements of TTK Prestige Limited (hereinafter referred to as “the
Holding Company”) as of and for the year ended 31 March 2023, we have audited the internal financial controls with reference
to financial statements of the Holding Company and one of its subsidiary company, which is company incorporated in India,
as of that date.
Management’s Responsibility for Internal Financial Controls
The Board of Directors of the Holding company and one of its subsidiary company, which are companies incorporated in
India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial
reporting criteria established by the respective companies considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants
of India (“the ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence
to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required
under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to financial statements based on
our audit of the Company and one of its subsidiary company, which is company incorporated in India. We conducted our audit
in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”)
and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate
internal financial controls with reference to financial statements were established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
with reference to financial statements their operating effectiveness. Our audit of internal financial controls with reference to
financial statements included obtaining an understanding of internal financial controls with reference to financial statements,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected depend on the auditors’ judgement, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error.
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67th ANNUAL REPORT 2022-23
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the internal financial controls system with reference to financial statements of the Holding Company and one of its subsidiary
company which is company incorporated in India.
Meaning of Internal Financial Controls with reference to financial statements
A company’s internal financial control with reference to financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial control with reference to financial
statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.
Inherent Limitations of Internal Financial Controls with reference to Financial statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future
periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the Holding Company
and one of its subsidiary company which is company incorporated in India, have, in all material respects, adequate internal
financial controls system with reference to financial statements and such internal financial controls with reference to financial
statements were operating effectively as at 31 March 2023, based on the internal financial controls with reference to financial
statements criteria established by the respective companies considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
159
TTK Prestige Limited
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2023 (` in Crores)
As at As at
Particulars Note
March 31, 2023 March 31, 2022
ASSETS
Non-Current Assets
Property, Plant and Equipment 3 430.25 410.98
Right-of-Use-Assets 38 89.02 50.75
Capital Work-in-Progress 43 9.83 6.61
Goodwill on Consolidation 4 156.09 128.08
Other Intangible Assets 5 8.19 6.83
Investments Accounted for using the Equity Method 6 - 19.42
Financial Assets
- Investments 6 0.16 0.12
- Other Non-Current Financial Assets 7 0.40 12.96
Non Current Tax Assets 3.85 12.59
Other Non-Current Assets 8 28.20 31.78
Current Assets
Inventories 9 593.00 585.62
Financial Assets
- Investments 10 248.90 336.06
- Trade Receivables 11 333.05 329.71
- Cash and Cash equivalents 12 32.54 58.22
- Bank Balances other than above 13 563.02 346.41
- Other Current Financial Assets 14 19.35 7.78
Other Current Assets 15 71.60 70.57
Total Assets 2,587.45 2,414.49
Current Liabilities
Financial Liabilities
- Borrowings 18 - 39.82
- Lease Liabilities 47 13.17 8.25
- Trade Payables
Total Outstanding dues to Micro and Small Enterprises 22 29.54 26.07
Total Outstanding dues to other than Micro and Small Enterprises 241.68 363.29
- Other Financial Liablities 23 128.00 115.76
Other Current Liabilities 24 69.15 34.31
Provisions 25 10.79 10.52
Current Tax Liabilities 26 3.17 4.41
Total Equity and Liabilities 2,587.45 2,414.49
The accompanying notes form an integeral part of the consolidated financial statements
As per our audit report of even date attached For and on behalf of the Board
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm’s Registration Number : 003990S/S200018 T.T. Jagannathan Chandru Kalro
Chairman Managing Director
DIN: 00191522 DIN: 03474813
160
67th ANNUAL REPORT 2022-23
STATEMENT OF CONSOLIDATED PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
For Year Ended For Year Ended
Particulars Note
March 31, 2023 March 31, 2022
Revenue from Operations 27 2,777.13 2,722.45
Other Income 28 45.66 35.05
Total Income 2,822.79 2,757.50
Expenses
Cost of Materials Consumed 609.96 607.78
Purchase of Stock in Trade 1,105.26 1,083.21
Changes in Inventory of Finished Goods, Stock in trade and work in progress 29 (54.48) (96.07)
Employee Benefits Expense 30 236.41 218.65
Finance Costs 31 7.97 6.22
Depreciation and Amortisation 32 53.04 44.15
Other Expenses 521.46 482.98
Total Expenses 33 2,479.62 2,346.92
Profit Before Exceptional Items and Tax 343.17 410.58
- Exceptional Items -
Profit Before Tax 343.17 410.58
Tax Expense
Current Tax 92.90 102.80
34
Deferred Tax (4.68) 2.35
Profit for the Year 254.95 305.43
Add: Share of Profit / (Loss) in Associate (2.22) (0.59)
Profit After Taxes and Share of Associate 252.73 304.84
Other Comprehensive Income
Items that will not be reclassified to Profit or Loss
Remeasurements of defined benefit plan actuarial gains / (losses) (2.40) (1.02)
Change in fair value of equity instruments designated irrevocably as FVTOCI 0.03 0.05
Income Tax expense on above 0.59 0.24
Share of Other Comprehensive Income of Associate - -
(1.78) (0.73)
Items that will be reclassified to Profit or Loss
Exchange Difference on translating Financial Statements of a foreign operation 5.00 (3.32)
Total Other Comprehensive Income for the Year 3.22 (4.05)
161
TTK Prestige Limited
CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
For Year Ended For Year Ended
Particulars
March 31, 2023 March 31, 2022
Cash Flows from Operating Activities
Net Profit Before Tax 343.17 410.58
Adjustments:
- Interest Income (29.70) (9.23)
- (Profit) / Loss on Sale of Property, Plant and Equipment (0.17) (0.32)
- Foerign Exchange Fluctuation on Translation 5.00 (3.32)
- OCI Effects (1.78) (0.73)
- Gain on effects of of step up acquisition (2.81) -
- Dividend Income / Unrealised Gains on Investments (8.34) (7.76)
- Interest Expense 7.97 6.22
- Bad Debts Written off 0.32 -
- Provision for Doubtful Debts 1.17 4.22
- Provision for Warranty 18.41 14.43
- Inventory Write off 8.35 9.16
- Provision for Export Promotion Capital Goods Liability 0.05 0.05
- Profit / (Loss) from Discontinued Operations - -
- Depreciation and Amortization 53.04 44.15
Operating Cash Flow Before Working Capital Changes 394.68 467.45
Changes in
- Trade Receivables (4.83) (43.06)
- Financial Assets and Other Current and Non-Current Assets (6.78) (17.12)
- Inventories (15.73) (146.85)
- Liabilities and Provisions (Current and Non-Current) 31.33 (9.60)
- Trade Payables (118.15) 135.54
Cash Generated from Operations 280.52 386.36
Income Taxes paid (Net of Refunds) (81.57) (92.77)
Cash Generated from / (used in) Operations 198.95 293.59
Cash Flows from Investing Activities
Purchase of Property, Plant and Equipment (67.68) (42.22)
Proceeds from Sale of Property, Plant and Equipment 2.27 0.99
Investment in Associate (20.01)
Investment in Mutual Funds 81.50 84.26
Investment in Term Deposits with Banks (216.61) (260.99)
Interest Received 29.70 9.23
Dividends Income / Realised Gains on Investments 13.96 7.75
Net Cash Generated from / (used in) Investing Activities (156.86) (220.99)
As per our audit report of even date attached For and on behalf of the Board
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm’s Registration Number : 003990S/S200018 T.T. Jagannathan Chandru Kalro
Chairman Managing Director
DIN: 00191522 DIN: 03474813
162
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
A.EQUITY SHARE CAPITAL Note Balance
As at March 31, 2021 16 13.86
Changes in equity share capital during the year -
Changes in equity share capital due to prior period errors
As at March 31, 2022 16 13.86
Changes in equity share capital during the year -
Changes in equity share capital due to prior period errors
As at March 31, 2023 16 13.86
163
Actuarial Gain / Loss on Defined Benefit Plans - - - - - (0.78) - - - (0.78)
Exchange (Loss) / Gain on Translation - - - - - - (3.32) - - (3.32)
Total Comphrehensive Income for the year - - - - - 304.06 (3.32) 0.05 - 300.79
Dividends - - - - - (76.23) - - - (76.23)
Transfer from retained earnings - - 29.00 - - (29.00) - - - -
Balance as at March 31, 2022 2.15 37.77 272.10 15.51 0.10 1,372.76 16.01 (0.69) - 1,715.71
Reserves and Surplus Exchange
Difference
Reval- on translat- Other Non-Con-
Particulars uation Securities Capital trolling Total
General Capital Retained ing Financial Items of
Reserve Premium Redemption OCI Interest
Reserve Reserve Earnings Statements of
Reserve Reserve a foreign oper-
ation
Balance as at April 01, 2022 2.15 37.77 272.10 15.51 0.10 1,372.76 16.01 (0.69) - 1,715.71
Changes in accounting policies or prior period errors -
Current Year profits - - - - - 254.17 - - (1.45) 252.72
Fair Valuation of Equity Instruments through OCI - - - - - - - 0.03 - 0.03
Actuarial Gain / Loss on Defined Benefit Plans - - - - - (1.81) - - - (1.81)
Exchange (Loss) / Gain on Translation - - - - - - 5.00 - - 5.00
Total Comphrehensive Income for the year - - - - - 252.36 5.00 0.03 (1.45) 255.94
Dividends - - - - - (48.51) - - - (48.51)
On Account of Business Combinations - 4.78 4.78
Transfer from retained earnings - - 26.00 - - (26.00) - - - -
67th ANNUAL REPORT 2022-23
Balance as at March 31, 2023 2.15 37.77 298.10 15.51 0.10 1,550.61 21.01 (0.66) 3.33 1,927.92
Nature and purpose of reserves:
(a) Capital Reserve: The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company’s own equity instruments to capital reserve.
(b) Securities Premium: Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of section 52 of the Companies
Act, 2013.
(c) Capital Redemption Reserve: As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities
premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilized in accordance with the provisions of
section 69 of the Companies Act, 2013.
(d) General Reserve: The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings for appropriation purposes.
(e) Retained Earnings: Retained earnings are the profits that the Group has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders
(f) Items of Other Comprehensive Income
(i) Remeasurements of Net Defined Benefit Plans: Differences between the interest income on plan assets and the return actually achieved, and any changes in the liabilities
over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in other comprehensive income and are adjusted to retained
earnings.
ii) Equity Instruments through Other Comprehensive Income: The fair value change of the equity instruments measured at fair value through other comprehensive income
is recognised in equity instruments through Other Comprehensive Income.
(g) Exchange Difference on translating Financial Statements of a foreign operation: Foreign currency translation reserve The exchange differences arising from the translation
TTK Prestige Limited
of financial statements of foreign operations with functional currency other than Indian Rupee is recognised in other comprehensive income and is presented within equity in the
foreign currency translation reserve.
The accompanying notes form an integeral part of the consolidated financial statements
As per our audit report of even date attached For and on behalf of the Board
For PKF Sridhar & Santhanam LLP
Chartered Accountants
164
Firm’s Registration Number : 003990S/S200018 T.T. Jagannathan Chandru Kalro
Chairman Managing Director
DIN: 00191522 DIN: 03474813
165
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
(a) Assets and liabilities for each balance sheet losses, other comprehensive income and equity
presented translated at the closing rate at movements of equity accounted investments,
the date of that balance sheet. from the date that significant influence until the
(b) Income and expenses presented in date that significant influence ceases. When the
statement of profit and loss translated at Company’s share of losses exceeds its interest
monthly average exchange rate and in an equity accounted investment, the carrying
amount of that interest (including any long-
(c) All resulting exchange differences
term interests in the nature of net investments)
recognized in other comprehensive
is reduced to nil and the recognition of further
income.
losses is discontinued except to the extent that
Goodwill: the Company has incurred constructive or legal
Goodwill on acquisition of Subsidiaries is included obligations or has made payments on behalf
in Intangible assets. Goodwill is not amortized of the investee. When the Company transacts
but it is tested for impairment annually or more with an associate, unrealised profits and losses
frequently if events or changes in circumstances are eliminated to the extent of the Company’s
indicate that it might be impaired, and is carried interest in its associate. Dividends are recognised
at cost less accumulated impairment losses. when the right to receive payment is established.
Gains and losses on the disposal of an entity
If the business combination is achieved in
include the carrying amount of goodwill relating stages, the acquisition date carrying value of
to the entity sold. the acquirer’s previously held equity interest
Goodwill is allocated to cash-generating units in the acquiree is remeasured to fair value at
for the purpose of impairment testing. The the acquisition dat. Any gains or losses arising
allocation is made to those cash-generating from such remeasurement are recognized in
units or groups of cash-generating units that profit or loss or other comprehensive income, as
are expected to benefit from the business appropriate.
combination in which the goodwill arose. The (v) Recent pronouncements
units or group of units are identified at the
(a) New Accounting Standards/Amendments
lowest levels at which goodwill is monitored for
notified and adopted by the Company:
internal management purposes, which in our
case are the operating segments. The Group applied for the first-time certain
standards and amendments, which are
Deferred Tax:
effective for annual period beginning on
Deferred income tax liabilities / assets are or after April 01, 2022. The Group has
recognized for all taxable temporary differences not early adopted any other standard or
except in respect of taxable temporary differences amendment that has been issued but is not
associated with investments in subsidiaries yet effective.
where the timing of reversal of the temporary
(i) Ind AS 103 Business Combination
difference can be controlled and it is probable
that the temporary difference will not reverse in Identified assets acquired and liabilities
the foreseeable future. assumed (including contingent assets
and contingent liabilities) must meet
Software:
the definitions of assets and liabilities in
Amortization is provided at 25% on straight the Conceptual Framework for Financial
line basis in respect of one subsidiary (Horwood Reporting under Ind AS (Conceptual
Homewares Limited) Framework) issued by the Institute of
Equity method of accounting (investment in Chartered Accountants of India (ICAI).
Associate) (ii) Ind AS 109 Financial Instruments
An interest in an associate is accounted for using Guidance provided on identifying
the equity method from the date the investee substantial modification of the terms of an
becomes an associate and are recognised initially existing financial liability basis difference in
at cost. The consolidated financial statements discounted present value of the cash flows
include the Company’s share of profits or between old and new terms.
166
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
(iii) Ind AS 16 – Property Plant and equipment as part of material accounting policy
The amendment clarifies that excess of information.
net sale proceeds of items produced (iii) Ind AS 8 – Accounting policies, changes in
over the cost of testing, if any, shall not accounting estimate and errors
be recognised in the profit or loss but Clarification on what constitutes an
deducted from the directly attributable accounting estimate provided.
costs considered as part of cost of an item
(iv) Ind AS 12 – Income Taxes
of property, plant, and equipment.
In case of a transaction which give rise to
(iv) Ind AS 37 – Provisions, Contingent
equal taxable and deductible temporary
Liabilities and Contingent Assets
differences, the initial recognition
The amendment specifies that the ‘cost of exemption from deferred tax is no longer
fulfilling’ a contract comprises the ‘costs applicable and deferred tax liability &
that relate directly to the contract’. Costs deferred tax asset shall be recognized on
that related directly to a contract can gross basis for such cases.
either be incremental costs of fulfilling that
The Company is in the process of evaluating
contract (examples would be direct labour,
the impact of the above amendments
materials) or an allocation of other costs
which is not expected to have any material
that relate directly to fulfilling contracts
impact on the financial statements of the
(an example would be the allocation of
Company. It may be noted that we expect
the depreciation charge for an item of
there would be a change in Accounting
property, plant and equipment used in
policies section of the financial statements
fulfilling the contract).
as the standard would require presentation
These amendments had no impact on the of ‘material accounting policies’ as against
financial statements of the Company. ‘significant accounting policies’ disclosed
None of these amendments has any so far
material impact on the financial statements 2.1 Critical judgements in applying accounting
for the current year. policies & Key sources of estimation uncertainty:
(b) New accounting standards/amendments The preparation of the Group’s Financial statements
notified but not yet effective requires management to make judgments, estimates
Ministry of Corporate Affairs (MCA), on and assumptions that affect the reported amounts
March 31, 2023, through the Companies of revenues, expenses, assets and liabilities, and
(Indian Accounting Standards (Ind AS)) the accounting disclosures, and the disclosure
Amendment Rules, 2023 amended certain of contingent liabilities. Uncertainty about these
existing Ind ASs on miscellaneous issues assumptions and estimates could result in outcomes
with effect from 1st April 2023. Following that require a material adjustment to the carrying
are few key amendments relevant to the number of assets or liabilities affected in future
Company: periods.
(i) Ind AS 1 – Presentation of Financial Critical Judgements
in applying accounting
Statements & Ind AS 34 – Interim Financial policies:
Reporting Leases: The Group evaluates if an arrangement
Material accounting policy information qualifies to be a lease as per the requirements of Ind
(including focus on how an entity applied AS 116. Identification of a lease requires significant
the requirements of Ind AS) shall be judgment. The Group uses significant judgement
disclosed instead of significant accounting in assessing the lease term (including anticipated
policies as part of financial statements. renewals) and the applicable discount rate.
(ii) Ind AS 107 – Financial Instruments: Ind AS 116 requires lessees to determine the lease
Disclosures term as the non-cancellable period of a lease
Information about the measurement basis adjusted with any option to extend or terminate the
for financial instruments shall be disclosed lease, if the use of such option is reasonably certain.
The Group makes an assessment on the expected
167
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023
lease term on a lease-by-lease basis and thereby of assets and liabilities within the next financial
assesses whether it is reasonably certain that any year, are described below. The Group based its
options to extend or terminate the contract will be assumptions and estimates on parameters available
exercised. In evaluating the lease term, the Group when the financial statements were prepared.
considers factors such as any significant leasehold Existing circumstances and assumptions about future
improvements undertaken over the lease term, developments, however, may change due to market
costs relating to the termination of the lease and changes or circumstances arising that are beyond the
the importance of the underlying asset to Group’s control of the Group. Such changes are reflected in
operations taking into account the location of the the assumptions when they occur.
underlying asset and the availability of suitable (i) Useful life of Property, Plant & Equipment (PPE) :
alternatives. The Group revises the lease term if there The Group reviews the estimated useful lives of
is a change in the non -cancellable period of a lease. PPE at the end of each reporting period.
The discount rate is generally based on the (ii) Defined benefit plans, Defined benefit obligations
incremental borrowing rate specific to the lease (DBO) : Management’s estimate of the DBO
being evaluated or for a portfolio of leases with is based on a number of critical underlying
similar characteristics assumptions such as standard rates of inflation,
Estimates and Assumptions
medical cost trends, mortality, discount rate and
anticipation of future salary increases. Variation
The key assumptions concerning the future and
in these assumptions may significantly impact
other key sources of estimation uncertainty at the
the DBO amount and the annual defined benefit
reporting date, that have a significant risk of causing
expenses.
a material adjustment to the carrying amounts
168
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
3 Property Plant and Equipments
Plant and Furniture Office Electrical Tools Moulds
Description Land Buildings Vehicles Total
equipment and fixtures equipment Installations and Dies
As at April 01, 2021 43.28 209.67 198.32 34.08 1.07 11.65 34.01 20.64 552.72
Additions during the year 7.20 8.07 20.35 2.53 0.22 4.54 2.90 1.62 47.43
Adjustment during the year - - - 3.72 - - - - 3.72
Disposals during the year - (0.81) (0.46) - (0.13) - - - (1.40)
Translation Differences - - - (0.02) - - - - (0.02)
As at March 31, 2022 50.48 216.93 218.21 40.31 1.16 16.19 36.91 22.26 602.45
On account of business combinations 0.19 1.07 1.17 0.78 0.95 0.28 - 0.17 4.61
Additions during the year 0.01 8.68 35.46 4.99 0.50 3.91 2.99 3.19 59.73
Disposals during the year - (2.85) (2.04) (0.38) (0.68) (0.14) - (0.03) (6.12)
Translation Differences - - 0.02 0.03 - - - - 0.05
As at March 31, 2023 50.68 223.83 252.82 45.73 1.93 20.24 39.90 25.59 660.72
169
Adjustment during the year - - - 3.28 - - - - 3.28
Disposals during the year - (0.21) (0.12) - (0.12) - - - (0.45)
As at March 31, 2022 - 45.23 89.15 25.80 0.48 7.46 13.63 9.72 191.47
On account of business combinations - 0.70 1.02 0.56 0.92 0.25 - 0.17 3.62
Charge for the year - 7.82 19.19 2.96 0.15 2.62 2.48 3.48 38.70
Disposals during the year - (0.79) (1.46) (0.28) (0.63) (0.14) - (0.02) (3.32)
As at March 31, 2023 - 52.96 107.90 29.04 0.92 10.19 16.11 13.35 230.47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
4 Goodwill on Consolidation
Description Amount
As at April 01, 2021 141.57
Foreign Currency Translation Difference (1.80)
As at March 31, 2022 139.77
Additions during the year (refer note 52) 25.02
Foreign Currency Translation Difference 2.99
As at March 31, 2023 167.78
Impairment
As at April 01, 2021 11.69
Impairment -
As at March 31, 2022 11.69
Impairment -
As at March 31, 2023 11.69
5 Intangible Asset
170
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
6 Investment (Non-Current)
Foot Note:
(i) Aggregate Amount of Quoted Investment
(ii) Aggregate Amount of Unquoted Investments is ` 0.01 Crore (Previous Year ` 19.42 Crores)
(iii) Aggregate Amount of Impairment in Value of Investment-NIL
* Company has held an equity interest of 40.8% till Dec 2022, post which with the purchase of additional 10.2% interest
in Ultrafresh, the same has given control of the entity.
171
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
9 Inventories
Note:
(i) During the year ended March 31, 2023, ` 8.35 Crores (Previous year : ` 9.16 Crores) was recognised as an expense
for Inventories carried at Net Realisable value.
(ii) Mode of Valuation: Inventories are valued at lower of cost, computed on a weighted average basis and estimated
net realisable value, after providing for cost of obsolescene and other anticipated losses,wherever considered
necessary.
Finished Goods and Work in progess include cost of conversion and other costs incurred in bringing the inventories
to their present location and condition.
(iii) Stock in transit includes ` 12.27 Crores of Traded Goods, ` 1.64 Crores of Finished Goods and ` 20.66 Crores of Raw
Materials.
172
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
10 Investments
173
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
11 Trade Receivables
No Trade receivable is due from Directors or Other officers of the company either severally or jointly with any other person.
MOVEMENT IN ALLOWANCE FOR DOUBTFUL DEBTS March 31, 2023 March 31, 2022
Opening Balance 37.33 36.59
On account of business combinations 0.13 -
Charge for the year 1.15 4.27
Utilised 1.24 3.53
Unused amounts reversed - -
Closing Balance 37.37 37.33
174
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
175
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Other Details of Equity Shares for a period of 5 years immediately preceeding March 31, 2022
1. Paid Up Share Capital of 13,86,14,020 shares of ` 1 each (Previous Year: 1,38,61,402 shares of ` 10 each) includes
1,01,79,297 (Previous Year : 1,01,79,297 shares) of ` 10 each alloted as Bonus Shares fully paid-up by capitalisation
of reserves. The Paid Up Share Capital also includes 9979 shares of ` 10 each issued to shareholders of Triveni Bialetti
Industries Private Limited as per the demerger scheme approved by the Honorable High Courts of Madras and Bombay.
2. The Board of Directors at their Meeting held on October 27, 2021 approved the sub-division of each equity share of face
value of ` 10/- fully paid up into 10 equity shares of face value of ` 1/- each fully paid up. The same had been approved
by the Members on December 1, 2021 through postal ballot and e-voting. The effective date for the subdivision was
December 15, 2021. Consequently the split of equity shares had been effected from December 15, 2021. Accordingly,
equity shares and earning per shares have been adjusted for share split in accordance with IND AS 33 ‘Earning Per Share’
for all previous periods.
3. During the FY 2019-20, 23,10,233 nos of Bonus Shares of ` 10/- each have been allotted on May 17, 2019 (pursuant
to the Share Holders resolution, dated May 3, 2019 approving the same), thus increasing the paid up share capital to
` 13.86 Crores. These bonus shares rank paripassu in all respects with the existing shares and will be entitled to any
dividend declared after May 17, 2019.
4. During the year 2017-18 ,the Company completed Buy back of 1,00,000 Equity shares @ ` 7,000/- per share aggregating
to ` 70 crores. The Excess amount over Face value of these shares along with expenses relating to Buy back have been
debited to Securities Premium Reserve in accordance with the provisions of the Companies Act.
5. Rights, preferences and restrictions attached to shares
Equity shares: The Company has one class of equity shares having a par value of ` 1/- per share. Each shareholder
is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the
remaining assets of the Company after distribution of all preferential amounts, in the proportion to their shareholding.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting, except in case of interim dividend.
176
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
177
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
17 Other Equity
18 Borrowings
178
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
179
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
25 Provisions
Foot Note:
Provision for Export Promotion Capital Goods 2022-23 0.93 0.05 - 0.98
Liability 2021-22 0.88 0.05 - 0.93
2022-23 9.59 18.41 (18.27) 9.73
Provision for Warranty
2021-22 8.36 14.43 (13.20) 9.59
180
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
28 Other Income
Opening Balance
(a) Work in Progress 31.35 23.28
(b) Finished Goods 121.72 81.92
(c) Stock in Trade 250.66 202.83
(d) Stock in Transit 2.27 1.91
Total Opening Balance 406.00 309.94
Closing Balance
(a) Work in Progress 23.08 31.36
(b) Finished Goods 136.69 121.72
(c) Stock in Trade 286.79 250.66
(d) Stock in Transit 13.92 2.27
Total Closing Balance 460.48 406.01
Total Changes in Inventory of Work-In-Progress, Stock in Trade and Finished
(54.48) (96.07)
Goods
181
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
31 Finance Cost
182
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
33 Other Expenses
Note:
183
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Weighted Average number of Equity Shares used as Denominator for calculating EPS 138,614,020 138,614,020
184
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
185
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
(iv) Changes in the present value of the defined benefit obligation are as follows:
186
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
(vii) The principal assumptions used in determining gratuity obligation for the Company’s plans are shown
below:
b) Contingent Liabilities
187
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
38 Leases
a) Right - of - use Assets
188
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
39 Related parties
(a) Names of related parties with whom transactions have taken place during the year and description of
relationship:
T.T Krishnamachari & Co
TTK Healthcare Limited
TTK Services (P) Limited
Triveni Bialetti Industries Private Limited
Enterprises over which Key Managerial Personnel
D Sharma & Sons (HUF)
(KMP) having significant control
Shri Balaji Industries
Ultrapure Envirocare Pvt Ltd
ION Exchange Enviro Farms Limited
ION Exchange India Limited
Mr. T.T. Jagannathan
Mr. T.T. Raghunathan
Mr. Chandru Kalro (KMP)
Mr. K. Shankaran (KMP)
Mr. R. Srinivasan
Dr. (Mrs.) Vandana Walvekar
Mr. Dileep K. Krishnaswamy
Mr. Arun.K.Thiagarajan
Directors Mr. Murali Neelakantan
Dr. Mukund T.T
Mr. Dhruv Sriratan Moondhra
Mr. Rob Jones (KMP)
Mr. Kerry Heathcote (KMP)
Mr. Neil Rosati (KMP)
Mr. Poonam Sharma
Mr. Dhruv Dinesh Trigunayat (KMP)
Mr. Dinesh Sharma
Key Managerial Personnel Mr. R Saranyan
Mr. T.T. Venkatesh
Relatives of Directors/KMP
Mr. T.T. Lakshman
TTK Prestige Limited Executive
Other Related Parties
Superannuation Fund
(a) Summary of the transactions with the above - related parties:
Enterprises over Key Management
Other Related
Associate which KMP having Personnel and
Parties
Particulars significant control Relatives
2022-23 2021-22 2022-23 2021-22 2022-23 2021-22 2022-23 2021-22
Sales - - 0.32 0.32 - - - -
Purchases - - 9.26 - - - - -
Commission and Sitting Fees to
Non-Executive Directors - - - - 9.93 10.92 - -
Remuneration - - - - 15.07 19.14 - -
Professional Charges - - - - 0.60 0.60 - -
Dividend - - 29.34 46.10 4.83 7.61 - -
Investment in Equity - 15.01 - - - - - -
Others: Expenses/(Income) - - 30.96 29.35 0.26 0.09 0.39 0.39
(b) Balances Outstanding
Enterprises over Key Management
Other Related
which KMP having Personnel and
Parties
Particulars significant control Relatives
2022-23 2021-22 2022-23 2021-22 2022-23 2021-22
Amount due to the Company against supplies 0.02 0.04 - - - -
189
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
(c) Related Parties with whom transactions have taken place during the year
190
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Note:
All amounts mentioned above are excluding GST.
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transac-
tions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been
no guarantees provided or received for any related party receivables or payables except for guarantees given on behalf of the
subsidiaries details of which is provided in Note 36(b). For the year ended March 31, 2023 the Company has not recorded any
impairment of receivables relating to amounts owed by related parties (March 31, 2022: ` Nil).
This assessment is undertaken each financial year through examining the financial position of the related party and the mar-
ket in which the related party operates.
Compensation of key management personnel of the Company
191
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Indian
Ultrafresh Modular
1
Solutions Limited
Balance as at
(0.08%) (1.52) (0.59%) (1.50) (0.75%) (0.02) (0.59%) (1.52)
March 31, 2023
Balance as at
0.00% - (0.19%) (0.59) 0.00% - (0.20%) (0.59)
March 31, 2022
Balance as at
Total 1,941.78 252.72 3.22 255.95
March 31, 2023
Balance as at
Total 1,729.57 304.84 (4.05) 300.79
March 31, 2022
192
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
193
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
194
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
(i) Borrowings, loans, short-term financial assets and liabilities are stated at carrying value which is approximately
equal to their fair value.
(ii) Management uses its best judgement in estimating the fair value of its financial instruments. As such, fair value
of financial instruments subsequent to the reporting dates may be different from the amounts reported at each
reporting date.
(c) Interest Rate Risk Management
The Group’s main interest rate risk arises from long term borrowings with variable rates. The borrowings of the group
amounting to ` 40.75 Crores as at March 31, 2022 (PY ` 39.82 Crores) will not have any material impact due to the
changes in market interest rates.
195
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Liabilities as at Assets as at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
USD - - - 0.14
Pounds - - - -
EURO - 0.09 0.01 0.03
Foreign currency sensitivity analysis
The Company is principally exposed to foreign currency risk against USD. Sensitivity of profit or loss arises mainly from
USD denominated receivables and payables.
As per management’s assessment of reasonable possible changes in the exchange rate of +/- 5% between USD-INR
currency pair and EURO-INR currency pair sensitivity of profit or loss only on outstanding foreign currency denominated
monetary items at the period end is presented below:
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67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a
large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The
calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value
of each class of financial assets disclosed above under Credit risk. The Company does not hold collateral as security. The
Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in
several jurisdictions and operate in largely independent markets.
At March 31, 2023, the Company had 3 Customers (March 31, 2022: 2 customers) that owed the Company more than
5% of the Total receivables, which accounted for approximately 26% (March 31, 2022: 14.53%) of all the receivables
outstanding.
Financial Instruments and Cash Deposits
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in
accordance with the company’s policy. The cash surpluses of the company are short term in nature and are invested in
Liquid Debt Mutual funds and bonds. Hence, the assessed credit risk is low.
(b) Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk
management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The
Company invests its surplus funds in bank fixed deposit, which carry no or low market risk.
The Company monitors its risk of a shortage of funds on a regular basis.
The following table shows a maturity analysis of the anticipated cash flows including interest obligations for the
Company’s financial liabilities on an undiscounted basis, which therefore differ from both carrying value and fair value.
Less than 3
Particulars On demand 3 to 12 months > 12 months Total
months
As at March 31, 2023
Trade and other payables - 271.22 - - 271.22
Other financial liabilities
Employee related liabilities 11.43 - - - 11.43
Employee Bonus and Incentives - - 26.02 - 26.02
Creditors for capital goods and services - 3.39 - - 3.39
Unclaimed Dividend 1.38 - - - 1.38
Provision for Expense/Schemes - 85.78 - - 85.78
Borrowings - - - 40.75 40.75
12.81 360.39 26.02 40.75 439.97
197
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Less than 3
Particulars On demand 3 to 12 months > 12 months Total
months
As at March 31, 2023
Investment in Mutual Funds, Bonds and
248.90 - - - 248.90
Debentures
Bank Deposits 1.38 - 561.64 - 563.02
Other Non-Current Financial Assets - - - 0.40 0.40
Trade receivables - 333.05 - - 333.05
Other Financial Assets - 19.35 - - 19.35
250.28 352.40 561.64 0.40 1,164.72
The Company has access to committed credit facilities as described below, of which the funded limit were unused at
the end of the current and comparable reporting periods. The Company expects to meet its other obligations from
operating cash flows and proceeds of maturing financial assets.
Fund Base Limit: ` 68.11 Crores (PY ` 76.00 Crores)
Non-Fund Base Limit: ` 66.50 Crores (PY ` 60.00 Crores)
Securities offered:
(a) Hypothecation of entire stocks of Raw materials, WIP, Finished goods, Stores & Spares, Book-debts.
(b) Hypothecation / mortgage of Fixed Assets (Ref Note -3)
Financial Instruments
As at As at
Particulars Currency
March 31, 2023 March 31, 2022
Forward Contracts (Buy)* USD - -
Forward Contracts (Buy) EURO - 0.09
Forward Contracts (Sell) EURO 0.01 0.03
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67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
199
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
200
67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
Contract liabilities such as advance from customers and liability for schemes and discounts are given below:
Amount as on Amount as on
Particulars Note Reference
01.04.2022 31.03.2023
Advance from customers 27.33 43.49 Refer Note No 23
Provision for Schemes and Discounts 71.50 85.78 Refer Note No 22
Provision for Scheme in Kind - 0.05 Refer Note No 23
Reconciliation of revenue recognized with the contracted price and the adjustments:
The following amounts were recognised as expense in the year March 31, 2023 March 31, 2022
Depreciation of right-to-use assets 11.29 9.24
Expense relating to variable lease payments 16.20 15.99
Expense relating to short-term leases 14.76 11.86
Interest on lease liabilities 4.12 4.00
Total recognised in Statement of Profit & Loss 46.37 41.09
201
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
49 Your Directors of Holding Company have not paid any interim dividend (Previous Year : ` 34.65 Crores), Your
directors are pleased to recommend a final dividend of ` 6 Per Share which entails an outlay of ` 83.17 Crores
(Previous Year: ` 48.51 Crores).The total dividend for FY 2022-23 is ` 6 Per share (Previous Year : ` 6 per Share).
50 Additional Disclosures
Additional information and disclosures as required under Schedule III to the act to the extent applicable to the holding
company and associate
(i) The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group
for holding any Benami property.
(ii) The Group does not have any transactions with companies struck off.
(iii) The Group does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond
the statutory period.
(iv) The Group has not traded or invested in Crypto currency or Virtual Currency during the year ended March 31, 2023
(v) The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Group (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.”
(vii) The Group has no such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or
any other relevant provisions of the Income Tax Act, 1961).
(viii) The borrowing from financial institutions have been used for the purposes for which it was taken at the balance date.
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67th ANNUAL REPORT 2022-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
51 The group has tested the Goodwill for Impairment as on March 31, 2023 (as required to be done annually as per IndAS-
36). It assessed the recoverable amount of the relevant cash generating unit to which the Goodwill relates as the higher
of Fair value less cost of disposal and the value in use. This has not resulted in an impairment charge in respect of
Goodwill. The company continues to assess and take steps as appropriate to enhance profitability. The said assessment
includes significant assumptions as described below. The Calculations used in cash flow projections based on financial
budgets approved by the management covering a five-year period.
Description Assumptions
Fixed cost inflation 10.00% for next one year and 2% - 3% thereafter
Employee cost inflation 6.00% for next one year and 2% - 3% thereafter
Pre Tax weighted average cost of capital 12.99%
Terminal period growth rate 4.83%
Budgeted gross margin 42% to 46%
Average sales growth 10% to 15%
Particulars Amount
(a) Purchase Consideration 30.00
(b) Net Assets (at fair value) 4.98
(c) Goodwill 25.02
Further the difference of Investment in Ultrafresh (Associate) for 40% share (at fair value on the date of acquisition) with
value of investment as per equity method upto the date of acquisition has been recorded as gain in relation to step-up
acquisition of Associate.
No Material acquisition related costs other than the consideration towards additional stake was incurred for the aforesaid
acquisition.
203
TTK Prestige Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023 (` in Crores)
As per our audit report of even date attached For and on behalf of the Board
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm’s Registration Number : 003990S/S200018 T.T. Jagannathan Chandru Kalro
Chairman Managing Director
DIN: 00191522 DIN: 03474813
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67th ANNUAL REPORT 2022-23
FORM AOC - 1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules,2014)
Statement containing salient features of the financial statement of subsidiaries / associate companies / joint ventures
(` in Crores)
Part “A”: Subsidiaries (Except for Exchange Rate)
Sl. No. 1 2 3
TTK BRITISH HORWOOD ULTRAFRESH
Name of the Subsidiary Company HOLDINGS LIMITED HOMEWARES MODULAR
(TTKBH) LIMITED (HH) SOLUTIONS LIMITED
The date since the subsidiary was acquired March 24, 2016 April 11, 2016 January 04, 2023
Financial Year ending on March 31, 2023 March 31, 2023 March 31, 2023
Reporting Currency BRITISH POUNDS BRITISH POUNDS INR
Exchange Rate on the last day of the financial year 1GBP = ` 101.87 101.87 -
Share Capital 210.88 10.48 1.04
Reserves and Surplus 8.08 126.10 8.32
Total Assets 261.11 186.42 19.86
Total Liabilities (Excluding Share capital and Reserves) 42.15 49.84 10.50
Investments (Excluding investments made in subsidiaries) - - 0.01
Turnover - 149.47 5.29
Profit / (Loss) before Tax (1.99) (3.22) (3.88)
Provision for Tax - (0.20) (0.93)
Profit / (Loss) after Tax (1.99) (3.02) (2.94)
Proposed Dividend - - -
% of Shareholding 100% 100% held by TTKBH 51%
Notes:
1. Names of Subisidiaries which are yet to commence operations : Not Applicable.
2. Names of Subisidiaries which have been liquidated or sold during the year : NIL
3. The above information is based on audited results of the Subsidiaries : Yes
205
TTK Prestige Limited
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67th ANNUAL REPORT 2022-23
Members may follow the process detailed below for registration of email ID to obtain the report and update of
bank account details for the receipt of dividend.
207
TTK Prestige Limited
NOTES
208