NOTICE
Notice is hereby given that the Eighteenth Annual General Meeting of Tata Toyo Radiator
Limited will be held on August 31, 2015, Monday at 09.30 AM at , 5th Floor, 'TACO House',
Damle Path, Off Law College Road, Erandawane, Pune - 411 004, Maharashtra, India to
transact the following business:
ORDINARY BUSINESS
1.
To receive, consider and adopt financial statement for the year ended on March 31,
2015 with the Reports of the Auditors and Directors thereon.
2.
To declare dividend for the year ended March 31, 2015.
3.
To appoint a Director in place of Mr. Praveen Kadle (DIN 00016814) who retires by
rotation and being eligible has offered himself for reappointment.
4.
To appoint a Director in place of Mr. Ajay Tandon (DIN 00128667) who retires by
rotation and being eligible has offered himself for reappointment.
5.
To appoint a Director in place of Dr. Kota Shimada (DIN 02771993) who retires by
rotation and being eligible has offered himself for reappointment.
6.
To appoint M/s Price WaterHouse, Kolkata (Regn. No. FRN 301112E) as Auditors to
hold office from the conclusion of this Annual General Meeting until the conclusion of
the next Annual General Meeting and to fix their remuneration.
SPECIAL BUSINESSES
7.
To consider and if deemed fit, to pass with or without modification, the following
resolution as an Ordinary Resolution:
To ratify the remuneration payable to M/s. Harshad S Deshpande & Associates,
Cost Auditors of the Company for financial year 2015-16
“RESOLVED THAT pursuant to provisions of section 148 and all other provisions of the
companies Act, 2013 read with the Companies ( Audit and Auditors) Rules 2014,
(including any statutory modifications or re-enactment thereof, for time being in force),
the consent of the Company be and is hereby accorded for payment of the
remuneration of Rs. 1.25 Lacs excluding taxes and other out of pocket expenses to be
reimbursed at actual payable to M/s Harshad S Deshpande & Associates, Cost
Accountants, Pune (Firm Registration No. 00378) appointed by the Board of Directors
of the Company to conduct audit of cost records of the Company for the Financial year
ending March 2016.”
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorised to do all acts and take all such steps as may be necessary, proper and
expedient to give effect to this resolution.”
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
8.
To consider and if deemed fit, to pass with or without modification, the following
resolution as an Ordinary Resolution:
Appointment of Mr. Hitoshi Horie as a director
“RESOLVED THAT Mr. Hitoshi Horie, who was appointed as an Additional Director of
the Company on June 12, 2015 and who holds office as such up to the date of ensuing
Annual General Meeting and in respect of whom notice under Section 160 of the
Companies Act, 2013 has been received along with deposit of Rs. 100, 000/- from a
member signifying intention to propose Mr. Hitoshi Horie as a candidate for the office of
Director of the Company be and is hereby appointed as a Director of the Company.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorised to do all acts and take all such steps as may be necessary, proper and
expedient to give effect to this resolution.”
By Order of the Board of Directors
Place : Pune
Date : 04.08.2015
Swapna Naphade
Company Secretary
(Membership No. 29475)
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
(a)
NOTES: A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO
APPOINT A PROXY TO ATTEND AND VOTE ON POLL INSTEAD OF
HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER. THE
PROXY FORM AS PER THE FORMAT GIVEN IN THE ANNUAL REPORT
BOOKLET SHOULD BE DULY FILLED, STAMPED, SIGNED AND
RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS
THAN 48 HOURS BEFORE THE TIME FOR HOLDING THE MEETING. A
PROXY SO APPOINTED SHALL NOT HAVE ANY RIGHT TO SPEAK AT
THE MEETING.
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 in
respect of Item No. 7 and 8 is annexed hereto and forms part of this notice.
Documents referred to in notice and explanatory statement are open for inspection
at the Registered Office of the Company on all working days, except holidays,
between 11:00 a.m. to 1:00 p.m. upto the date of Annual General Meeting.
Members desirous of getting any information on Accounts or other items of
Agenda are requested to forward queries to the Company at least ten working
days prior to the date of Annual General Meeting so as to enable the management
to keep the information ready.
Corporate members intending to send their authorised representatives are
requested to send a duly certified copy of the Board resolution authorising their
representatives to attend and vote at the Annual General Meeting.
Members/proxies should bring duly-filled Attendance Slip sent herewith to attend
the meeting.
The Register of Directors' and Key Managerial Personnel and their Shareholding
maintained under Section 170 of the Companies Act, 2013, will be available for
inspection by the members at the venue of the AGM.
The Register of Contracts or Arrangements in which Directors are interested,
maintained under Section 189 of the Companies Act, 2013, will be available for
inspection by the members at the AGM.
The record date for the payment of dividend for the financial year ended March 31,
2015, if declared, shall be August 31, 2015
Subject to the provisions of the Companies Act, 2013, dividend as recommended
by the Board of Directors, if declared at the meeting, will be paid within a period of
30 days from the date of declaration, to those members whose names appear on
the Register of Members as on August 31, 2015.
Copies of the Annual Report 2015 are being sent by electronic mode only to all the
members whose email addresses are registered with the Company for
communication purposes unless any member has requested for a hard copy of the
same. For members who have not registered their email addresses, physical
copies of the Annual Report 2015 are being sent by the permitted mode.
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
EXPLANTORY STATEMENT
COMPANIES ACT, 2013
AS
REQUIRED
UNDER
SECTION
102
OF
THE
Item No. 7- To appoint M/s. Harshad S Deshpande & Associates, as Cost Auditors of
the Company for financial year 2015-16
Pursuant to the Cost Audit Rules, notifications & orders related thereto as issued by Ministry
of Corporate Affairs (MCA), Cost Audit was not mandatory to the Company, during the FY
2015-16. However for FY 2015-16, Cost Audit is to be carried out by the Company
The Board on recommendation of audit committee, proposes the appointment M/s. Harshad
S Deshpande & Associates, as Cost Auditors of the Company for financial year 2015-16 at a
remuneration of Rs. 1.25 Lacs excluding taxes and other out of pocket expenses to be
reimbursed at actual.
In accordance with the provisions of section 148 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014 the remuneration payable to a cost auditor
needs to be ratified by the members of the Company.
Accordingly consent of the members is sought for passing an Ordinary resolution as set out
at item no. 7 of the notice for ratification of the remuneration payable to the Cost Auditors for
the Financial year ending 31st March, 2016. .
The Board recommends the resolution at item No. 7 for the approval of members.
None of the Director, Key Managerial Personnel or their relatives, are interested or
concerned, financially or otherwise in this resolution.
Item No. 8- Appointment of Mr. Hitoshi Horie as a director
Mr. Hitoshi Horie was appointed as Additional Director of the Company on June 12, 2015,
pursuant to Section 161 of the Companies Act, 2013 read with the Articles of Association of
the Company. He will hold the office of a Director up to the date of the ensuing Annual
General Meeting. The Company has received a notice of Candidature as per Section 160
of the Companies Act, 2013 from a member along with the necessary amount of deposit
proposing the candidature of Mr. Horie as director of Company.
Brief profile of Mr. Horie is mentioned herein below:
Mr. Horie is a Graduate from Seijo University of Economics. He is presently working with
Mitsubishi Corporation RtM Japan Ltd (MCRTM) as a Senior Manager in Heat Exchanger
Materials Business Unit. He is associated with MCRTM and its associate companies, since
1997.
The Board feels that presence of Mr. Hitoshi Horie on the Board is desirable and would
be beneficial in the interest of the CompanyNo Director, Key Managerial Personnel or their
relatives, except Mr. Hitoshi Horie (DIN- 07190142), to whom the resolution relates, is
interested or concerned, financially or otherwise in the resolution.
The Board recommends the resolution set forth in Item No 8 of the accompanying Notice
for approval of the members.
By Order of the Board of Directors
Place : Pune
Date : 04.08.2015
Swapna Naphade
Company Secretary
(Membership No. 29475)
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
To,
The Members,
Your Directors have pleasure in presenting their 18th Annual Report on the business and
operations of your Company together with Financial Statement and the Auditor’s Report
thereon, for the Financial Year ended March 31, 2015.
1. Financial summary
The financial summary of your company for the financial year 2014-15 is given below:
(Rs. In Cr.)
Particulars
Financial results
Period ended
Period ended
March 31, 2015
March 31, 2014
Income:
- From Operations
475.55
450.55
- Other Income
5.13
2.42
Total income
480.68
452.97
Expenditure
438.67
417.45
Profit (Loss) before depreciation, interest, tax
42.00
35.52
and extraordinary expenses / income
Depreciation
20.80
23.15
Interest
6.73
5.32
Exceptional items (income)
Profit (Loss) before tax
14.47
7.04
Provision for current tax
3.34
0.97
Provision/ (Reversal) for deferred tax
(1.14)
(0.63)
Prior period Tax Expenses / (Income)
Profit (Loss) after tax
12.27
6.70
Profit brought forward from previous period
52.06
51.65
Proposed Dividend
2.10
2.40
Dividend Distribution Tax
0.52
0.41
Transfer to Reserves
1.23
0.67
Profit (Loss) carried forward
54.88
54.87
2. Financial Performance
During the period under review, your company earned a total income of Rs. 480.68 Crores
for the financial year ended March 31, 2015 as against Rs. 452.97 Crores for the previous
financial year ended March 31, 2014, an increase of 6.12%. The Profit before tax for the FY
2014-15 is Rs. 14.47 Crores as compared to Rs. 7.04 Crores for the FY 2013-14. The Profit
after tax for the FY 2014-15 is Rs. 12.27 Crores as against Rs. 6.70 Crores for the FY 201314.
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
3. Business Performance of the Company
The global economic uncertainties and domestic monetary tightening measures had in the
past year built up a negative sentiment for the Indian auto industry. There was a hope that
growth will revive. However with a weak monsoon the tractor demand crashed and rural
demand did not improve.
Indian auto industry continues to face immense pressure and competition due to the entry of
new international players. Globally too there is a consolidation of the players in the heat
exchanger industry with mega mergers and take-overs. The sector continues to transform
itself from a low-volume, highly fragmented one into a competitive industry, and backed by
competitive strengths, technology and transition up the value chain.
Moreover, the margins continued to be under pressure due to flat demand and intense
competition arising out of excess capacities in all segments of heat exchange manufacturing
industry. However, the long term prospect of the industry continues to be perceived as a
huge opportunity area.
Further positive actions taken by Reserve Bank of India in managing Foreign exchange and
controlling inflationary pressures has had its own favorable impact on the industry. The
stability of the rupee and low oil prices have helped control costs. The Commodity prices
remained stable throughout the year
Expect for small commercial vehicle, all other prominent segments including Commercial
Vehicles, Passenger Cars, and DG Sets have witnessed growth as compared to previous
year. The Tractor and Sub 1 Ton Vehicles segment have seen the highest percentage of
negative growth of up to 50% and 10% respectively.
Your Company, during the FY 2014-15 has entered into new business transactions with
Izusu, Sonalika, MWM International and Tata Motors- Condenser business.
Company is taking efforts to increase its after-market sales by increase in the number of
channel partners and new products. Also, Company is entering into new line of products like
EGR Coolers, Oil Coolers, which are as per the Strategy.
Your Directors are continuously looking for avenues for future growth in the light of above
mentioned facts and planning strategies accordingly.
4. Dividend
The Board had declared an interim dividend of Rs. 0.75 per share and final dividend of Rs.
0.75 per share for the previous year total aggregating to Rs. 4.8 Crore for FY 13-14. In the
FY 14-15 an interim dividend of Rs. 2.00 per share aggregating to Rs. 6.4 Crore was
declared by the Board. The Board has recommended a final dividend of Rs. 0.66 per share
aggregating to Rs. 2.10 Crore for FY 2014-15.
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
5. Reserves
Your company has transferred Rs. 1.23 Crores from Profit and Loss Account to General
Reserve Account.
6. Material changes and commitments, affecting the financial position of the company
which has occurred during the financial year.
There are no such material changes affecting the financial position of the company that
occurred during the FY 2014-15 and as on the date of reporting.
7. Significant material orders passed by the regulators or courts or tribunals impacting
the going concern status and company’s operations in future. Further your company
on regular basis informs the Board about the status of legal cases.
There were no significant material orders passed by the regulators or courts or tribunals
impacting the company’s status. The management informs the Board about the legal cases
on regular basis,
8. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements.
“Based on the framework of internal financial controls and compliance systems established
and maintained by the Company, work performed by the internal, statutory, secretarial
auditors and external consultant, KPMG and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of the opinion that
the Company’s internal financial controls with reference to the financial statements were
adequate and effective during the financial year 2014-15.
Systems and Controls
In addition to the above, your company has followed the various financial processes which
have been implemented as a part of Group initiative, to strengthen its internal control
systems. Company has implemented TACO Operating Processes - `TOPS’, a standardized
set of business processes designed by the parent company, Tata AutoComp Systems
Limited.
9. Risk Management
Your Company has adopted a Risk Register to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions are
prioritised and systematically addressed through mitigating actions on a continuing basis.
These are discussed at the meetings of the Audit Committee.
Your company has adopted risk policy on 04th Aug, 2015.
10. Board of Directors and Key Managerial Personnel
The Board of Directors of the Company comprises of the following:
• Mr. Praveen P. Kadle, Chairman
• Mr. Ajay Tandon, Director
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
•
•
•
•
•
•
•
Mr. Deepak Rastogi, Director
Mr. Arvind Goel, Director
Mr. Toshiaki Sasaki, Director
Mr. Kota Shimada, Director
Mr. Kimiaki Nakano, Director
Mr. Katsuyuki Koyano, Director
Ms. Rati Forbes, Director
During the year, following are the changes in Board of Directors:
- Mr. Katsuyuki Koyano was appointed as Independent director on March 25, 2015.
- Ms. Rati Forbes was appointed as a woman director on March 25, 2015, who meets the
independence criteria.
The Independent directors have submitted a declaration under Section 149(6) that they
meet the independence criteria.
Board of Directors met 5 times during the year as given below:
April 14 – June 14 July 14 – Sept 14
Oct 14 - Dec 14
30.04.2014
30.07.2014
04.11.2014
Jan 15 – Mar 15
20.01.2015
17.03.2015
Following Directors of the Company retire from office by rotation and being eligible; offer
themselves for reappointment at the ensuing Annual General Meeting:
• Mr. Praveen Kadle
• Mr. Ajay Tandon
• Dr. Kota Shimada
Pursuant to provisions of Companies Act, 2013, the Board has carried out the annual
evaluation for Board Effectiveness, Board Committee Evaluation and Self- Assessment of
Directors, except for Independent Directors, as they were recently appointed.
With respect to Key Managerial Personnel, following was the change:
• Mr. Saket Jade was appointed as the Chief Financial Officer of the Company.
• Ms. Swapna Naphade was appointed as the Company Secretary of the Company.
11. Audit Committee
The Audit Committee comprises of following members:
Name of Director
Mr. Deepak Rastogi
Ms. Rati Forbes (ID)
Mr. Katsuyuki Koyano (ID)
Designation
Chairman
Member
Member
Pursuant to the provisions of Companies Act, 2013, during the year, your company,
appointed Ms. Rati Forbes and Mr. Katsuyuki Koyano, Independent Directors of the
Company, as the members of the Committee and accordingly reconstituted its Audit
Committee on March 25, 2015. Mr. Ajay Tandon, Mr. Arvind Goel and Dr. Kota Shimada
stepped down as members of the audit committee on March 25, 2015.
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
Your Company has adopted an Audit Committee Charter on November 04, 2015.
The Statutory Auditors, Internal Auditors along with the Chief Financial Officer regularly
attend the Audit Committee meetings. All recommendations made by the audit committee
during the year were accepted by the Board.
During the year, the Committee members met 4 times as given below:
April 14 – June 14 July 14 – Sept 14
Oct 14 - Dec 14
Jan 15 – Mar 15
30.04.2014
30.07.2014
04.11.2014
20.01.2015
12. Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of following members:
Name of Members
Mr. Ajay Tandon
Ms. Rati Forbes (ID)
Mr. Katsuyuki Koyano (ID)
Designation
Chairman
Member
Member
Pursuant to the provisions of Companies Act, 2013, your company, appointed Ms. Rati
Forbes and Mr. Katsuyuki Koyano, Independent Directors of the Company as members of
the Committee and accordingly reconstituted its Nomination and Remuneration Committee
on March 25, 2015. Mr. Arvind Goel and Dr. Kota Shimada resigned as members to the
committee on March 25, 2015.
The remuneration policy for Directors, Key Managerial Personal and other employees, as
formulated by nomination and remuneration committee was adopted on March 25, 2015 is
enclosed herewith as Annexure A to this report.
During the year the committee members met only once on July 30, 2014.
13. Corporate Social Responsibility Committee, details about the policy and corporate
social responsibility initiatives undertaken by the Company.
I.
Brief outline of the company's CSR policy, including overview of CSR projects undertaken
projects
Your Company has adopted CSR Policy at its CSR committee meeting held on November
04, 2014. The copy of same is uploaded on the Company’s web link, as given below:
https://my.tacogroup.com/sites/TOYO/SOP/Policies/Human%20Resource/CSR%20Policy%
20final.pdf
Your company continues to support the Orphanage- Nachiket Balgram at Chinchwad, Pune.
We had celebrated Children’s Day in the Orphanage and distributed sweets and organized a
fun fair.
Further CSR activity was also conducted at various locations of your company:
- First aid box & housekeeping material to Rajyakiya Madhya Vidyalaya Jojobera,
Jamshedpur.
- Donation of blankets to poor villagers of Khaspariya, Lucknow.
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
-
Donation of food-grains and hygiene kits to villagers of Khaspariya, Lucknow.
Your company continued to support Foundation for Academic Excellence and Access
(FAEA) Organization which grants scholarships to the students from poor families who are
scholastically bright and pursuing technical studies. During the FY 2014-15, your company
sponsored education of 4 students.
The Company had organized during the year Blood Donation Camp was organized by Late
Mangeshkar Medical Foundation’s Deenanath Manageshkar Hospital & Research Centre
with the help of Blood banks & Regional Blood Transfusion Centre at Hinjawadi.
The Joy of Giving week was celebrated across all the premises of the Company wherein
employees donated clothes to children from ‘Aapla Ghar’.
II.
Composition of CSR Committee
The CSR Committee consists of following members:
As on March 31, 2015
Ms. Rati Forbes (ID)
Mr. Arvind Goel
Mr. Deepak Rastogi
Designation
Chairman
Member
Member
Pursuant to the provisions of Companies Act, 2013, the CSR committee was reconstituted
and Ms. Rati Forbes, Independent Directors of the Company was appointed on March 25,
2015. Mr. Ajay Tandon resigned as members of the committee on March 25, 2015.
During the year the committee met only once on November 04, 2014.
III.
Average net profit of the company for last three financial years: Rs. 2132.00 Lacs.
IV.
Prescribed CSR expenditure: (2% of the amount as in item no.C): Rs. 42.64 Lacs.
V.
Details of CSR spent during the year:
- Amount spent during the FY 14-15: 42.19 Lacs
- Unspent Amount: Rs. 0.45 Lacs
- Manner in which amount spent during the financial year: Given belowSr
CSR projects Sector in
Locati Amount Amount
Cumulati
no. Identified
which the
on
outlay
spent on ve
project is
(budget) the
expendit
covered
project
projects
ure upto
or
or
the
program programs reporting
wise
(actual)
period
1
Contribution
Promoting
Pune 2,80,000 2,80,000 2,80,000
to Foundation educationof Academic
Covered in
Excellence
Sch VII (ii)
and Access
2
Contribution
Empowering Pune 13,51,99 13,51,99 13,51,99
to TML Grihini Woman0
0
0
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
Amount
spent
direct or
through
implement
ing
agency
2,80,000
13,51,990
3
4
5
6
7
8
Construction
at Nachiket
Balagram for
Classrooms
Contribution
to Tata
Medical
Centre
Contribution
to Deenanath
Mangeshkar
Hospital
Contribution
to Drishan
Foundation
Distribution of
blankets
Donation of
First Aid Box
& Cleaning
Material
Total
VI.
Covered in
Sch VII (iii)
Promoting
educationCovered in
Sch VII (ii)
Health CareCovered in
Sch VII (i)
Pune
20,72,00 20,72,00
0
0
20,72,00
0
20,72,000
Pune
2,00,000 2,00,000
2,00,000
2,00,000
Health CareCovered in
Sch VII (i)
Pune
2,00,000 2,00,000
2,00,000
2,00,000
Health CareCovered in
Sch VII (i)
Eradication
of povertyCovered in
Sch VII (i)
Preventive
Health Care
& SanitationCovered in
Sch VII (i)
Pune
1,00,000 1,00,000
1,00,000
1,00,000
Luckn
ow
14,000
14,000
14,000
14,000
Luckn
ow
1,300
1,300
1,300
1,300
42,19,29
0
In case the company has failed to spend the two per cent of the average net profit of the last
three financial years or any part thereof, the company shall provide the reasons for not
spending the amount in its Board report.
Your Company has identified the institution and scope of CSR activities for which the
amount needs to be spent over a period of time. The work is in progress and the balance
amount would be utilized shortly.
VII.
The Board has adopted a CSR Policy and in line with this policy & provisions of CSR as
prescribed under the Companies Act, 2013 the management undertakes to follow and abide
by the same.
14. Statutory Auditors
M/s. Price Waterhouse, Chartered Accountants, Kolkata (Regn. No. FRN 301112E) will
retire at the ensuing Annual General Meeting of the Company and being eligible offer
themselves for re-appointment.
The Company has received written consent for such appointment and Certificate prescribed
u/s 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
from M/s. Price Waterhouse, Chartered Accountants, Kolkata (Regn. No. FRN 301112E).
The Board recommends for the reappointment of M/s. Price Waterhouse, Kolkata as
Statutory Auditors for the FY 2015-16.
15. Auditors’ Report
The observations of the auditor in their audit report, read along with the relevant Notes to
accounts, are self-explanatory and do not require any additional explanations.
16. Cost Auditors
Pursuant to the Cost Audit Rules, notifications & orders related thereto as issued by Ministry
of Corporate Affairs (MCA), Cost Audit was not mandatory for your company, during the FY
2014-15.
However for the FY 2015-16, your company has to carry out Cost Audit through a qualified
Cost Accountant of India, holding a valid Certificate of Practice of the Institute of Cost and
Works Accountants of India. Therefore, the Board of Directors, on recommendation of its
Audit Committee, proposes to appoint M/s Harshad S Deshpande & Associates, as Cost
Auditors of your company for FY 2015-16. The Company has received a letter from M/s
Harshad S Deshpande & Associates, Cost Auditors confirming that their appointment, if
made, would be within the meaning of Section 141(1) read with Section 148(5) of the
Companies Act, 2013.
17. Internal Auditors
The Company had appointed M/s. B. K. Khare & Co., a firm of Chartered Accountants as
the Internal Auditors for the FY 14-15. The Internal Auditors have during the financial year
under review carried out audit in various areas, the scope of which was decided by the Audit
Committee of the Board. The reports and findings of the Internal Auditors are quarterly
tabled before the Audit Committee Meetings of the Company and appropriate actions are
taken by the Management on the recommendation of the Audit Committee.
The Audit Committee and Board has proposed reappointment of M/s. B. K. Khare & Co., as
Internal Auditors for the Financial Year 2015-16 to the Board.
18. Secretarial Auditors:
The Company had appointed, M/s SVD & Associates, a firm of Practicing Company
Secretaries as the Secretarial Auditors for the FY 14-15. The secretarial auditors conducted
audit to ensure that the requirements under Companies Act, 2013 & Rules made thereunder
& other applicable Acts are complied with.
A Secretarial Audit Report given by M/s SVD & Associates, a firm of Practicing Company
Secretaries is enclosed herewith as an Annexure B to this report.
The Board recommends for the appointment of M/s SVD & Associates, a firm of Practicing
Company Secretaries as the Secretarial Auditors for the FY 2015-16.
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
19. Details of Joint Ventures/Associate Companies
Company had entered in to Joint Venture Agreement to design & manufacture Heating
Ventilation and Air Conditioning Modules (HVAC) and Hybrid and Electric Vehicle Air
Thermal (HEVAT) including HVAC/HEVAT module with Air International Thermal (China)
Pty Ltd in December 2013. Pursuant to the agreement an Indian Joint Venture Company
(JVC) was formed viz. Air International TTR Thermal Systems Ltd on October 10, 2014. The
Directors of the JVC as follows:
Mr. Arvind Goel
Mr. Rejie Samuel MC Samuel
Mr. Deepak Rastogi
Mr. Kimiaki Nakano
Mr. Kei Hong Chua
Mr. Stephan Karl Stewart
20. Performance and financial position of associates and joint venture companies.
The new joint venture company is yet to start its operations. The expenses incurred during
the year for incorporation, registration under various statutes and other overheads were
Rs.10 lacs. During the FY 14-15, company has incurred a loss of Rs.10 lacs.
21. Details of establishment of vigil mechanism for directors and employees
The Company has put in place a Vigil Mechanism / Whistle Blower Policy as adopted by the
Board of Directors. The Policy encourages whistle blowing against unethical or improper
activity by providing early and confidential access with further protection and without risk of
reprisal. The Audit Committee periodically reviews the functioning of the Policy. The details
of same are disclosed on the Company’s web link, given below:
https://my.tacogroup.com/sites/TOYO/SOP/Policies/Human%20Resource/Forms/AllItems.as
px
22. Deposits
Your Company has not accepted any fixed deposits from the public and there are no
outstanding fixed deposits from the public as on March 31, 2015.
23. Particulars of loans, guarantees or investments under section 186
Your Company is authorised by Board to make short term investments not exceeding Rs.
25.00 Crores, which is within the limits specified in Companies Act, 2013. Further, Company
has invested Rs. 2,45,000/- in the shares of its new JV Company (Air International TTR
Thermal Systems Ltd).
24. Particulars of contracts or arrangements with related parties:
All related party transactions that were entered into during the financial year were on an
arm’s length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large, hence reporting in Form AOC-2 of Companies
(Accounts) Rules, 2014 not required. All Related Party Transactions are placed before the
Audit Committee for approval.
24. Particulars of Employees
Under Section 134 of Companies Act, 2013 & Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 following is the details of the employee
who was in receipt of remuneration for the year which was not less than sixty lakh rupees, in
the aggregate:
Name of employee
Designation of the employee
Remuneration received
Nature of employment
Qualifications and experience of the
employee
Date of commencement of
employment
Age of such employee
The last employment held by such
employee before joining the
company
The percentage of equity shares
held by the employee in the
company
Whether any such employee is a
relative of any director or manager
of the company and if so, name of
such director or manager
Mr. Ravi Chidambar
Manager & CEO
Rs.6465335 (CTC) w.e.f. 01.04.2014
Permanent, Full time
B.E.( Mech.)1983, M.Tech. 1986 from IIT Mumbai
17.01.1998
54 years
He was working with Thermax Limited from 1986 to
1997.
Nil
No
25. Health & Safety
Your company provides a safe, secured and healthy workplace and has adopted a Health,
Safety and Environment (HSE) policy. A yearly health check-up is conducted by your
company for all its employees.
Your Company has an in-house Safety Training Centre that provides mandatory safety
training through Audio-visual method to all the employees of the Company on half yearly
basis.
During the year, all the plants of the company have been certified for Integrated
Management Systems. Safety walks are conducted periodically and safety week celebrated
annually to inculcate the culture of safety.
Your Board of Directors is updated on Health & Safety related matters of your company in
their regular meetings.
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
Your Company has successfully completed preliminary stage of British Safety Council (BSC)
assessment conducted by Paragon Engineers (External agency certified by BSC), where
the company has been rated at 4 STAR (86% compliance) for Hinjawadi Plant.
26. Industrial Relations
Your Company accords high importance to build and sustain healthy industrial relations. The
industrial relations have generally remained harmonious during the year. Further, your
company has signed a long term wage settlement for a period of 4 years effective from
November 01, 2013.
27. Disclosure as per the Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
harassment at workplace in line with the provisions of Sexual Harassment of Woman at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.
In this regards, your Company has constituted a Prevention of Sexual Harassment (POSH)
Committee i.e. Internal Complaint Committee, wherein complaints on Sexual Harassment
are lodged with the committee for its redressal. During the FY 2014-15, no such complaints
are received by the Company.
28. Extract of the annual return
The extract of the annual return in Form No. MGT – 9 is given below in the Annexure C:
29. Directors’ Responsibility Statement
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(i)
(ii)
(iii)
(iv)
(v)
in the preparation of the accounts for the financial year ended March 31, 2014, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of your company at the end of the financial year and of the profit
of your company for the year under review;
they have taken proper & sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956 for safeguarding
the assets of your company and for preventing and detecting fraud and other irregularities;
they have prepared the annual accounts for the financial year ended March 31, 2014 on a
‘going concern’ basis and
they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
30. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
Your company is giving due consideration for the conservation of energy and all efforts are
being made to properly utilize the energy resources.
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are given below in Annexure D:
31. Cautionary Statement
Certain Statements describing the Industry trend & outlook and elsewhere may be “forward–
looking statements” within the meaning of applicable laws and regulations. Actual results
could differ materially from those expressed or implied.
32. Acknowledgements
Your Directors acknowledges with gratitude the support and cooperation received by the
Company from the various Government authorities, Bankers, Shareholders and Customers,
during the year.
Further, the Directors wish to place on record their sincere appreciation to all the employees
for their dedication and commitment has enabled the Company to achieve the results and
sustain its position in current market scenario.
For and on behalf of the Board of Directors
Place: Japan
Date: 04.08.2015
Mr. Praveen Kadle
Chairman
Annexures to Director’s Report
Annexure A- Remuneration policy
Annexure B- Secretarial Audit Report
Annexure C- Extract of Annual Return (Form MGT-9)
Annexure D- Conservation of energy, technology absorption and foreign exchange earnings &
outgo
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
Annexure A- Remuneration Policy
For Indian Companies
Remuneration Policy
Remuneration policy for Directors, Key Managerial Personnel
and other employees
Strictly Confidential
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
March/2015
The philosophy for remuneration of directors, Key Managerial Personnel (“KMP”) and all other
employees of <Name of Tata company> (“company”) is based on the commitment of fostering a culture
of leadership with trust. The remuneration policy is aligned to this philosophy.
This remuneration policy has been prepared pursuant to the provisions of Section
178(3) of the Companies Act, 2013 (“Act”). In case of any inconsistency between the provisions of law
and this remuneration policy, the provisions of the law shall prevail and the company shall abide by the
applicable law. While formulating this policy, the Nomination and Remuneration Committee (“NRC”) has
considered the factors laid down under Section 178(4) of the Act, which are as under:
“(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the company successfully;
(b)
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(c)
remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate to
the working of the company and its goals” Key principles governing this remuneration policy are as
follows:
•
Remuneration for independent directors and non-independent nonexecutive directors
o Independent directors (“ID”) and non-independent non-executive directors (“NED”) may be
paid sitting fees (for attending the meetings of the Board and of committees of which they
may be members) and commission within regulatory limits.
o Within the parameters prescribed by law, the payment of sitting fees and commission will
be recommended by the NRC and approved by the Board.
o Overall remuneration (sitting fees and commission) should be reasonable and sufficient to
attract, retain and motivate directors aligned to the requirements of the company (taking
into consideration the challenges faced by the company and its future growth imperatives).
o Overall remuneration should be reflective of size of the company, complexity of the
sector/ industry/ company’s operations and the company’s capacity to pay the
remuneration. o Overall remuneration practices should be consistent with recognized best
practices.
o Quantum of sitting fees may be subject to review on a periodic basis, as required.
o The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC
to the Board based on company performance, profits, return to investors, shareholder value
creation and any other significant qualitative parameters as may be decided by the Board.
o The NRC will recommend to the Board the quantum of commission for each director based
upon the outcome of the evaluation process which is driven by various factors including
attendance and time spent in the Board and committee meetings, individual contributions
at the meetings and contributions made by directors other than in meetings.
o In addition to the sitting fees and commission, the company may pay to any director such
fair and reasonable expenditure, as may have been incurred by the director while
performing his/ her role as a director of the company. This could include reasonable
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
expenditure incurred by the director for attending Board/ Board committee meetings,
general meetings, court convened meetings, meetings with shareholders/ creditors/
management, site visits, induction and training (organized by the company for directors) and
in obtaining professional advice from independent advisors in the furtherance of his/ her
duties as a director.
•
Remuneration for managing director (“MD”)/ executive directors (“ED”)/ KMP/ rest of the
employees1
o The extent of overall remuneration should be sufficient to attract and retain talented and
qualified individuals suitable for every role. Hence remuneration should be
Market competitive (market for every role is defined as companies from which the
company attracts talent or companies to which the company loses talent)
Driven by the role played by the individual,
Reflective of size of the company, complexity of the sector/ industry/ company’s
operations and the company’s capacity to pay,
Consistent with recognized best practices and
Aligned to any regulatory requirements.
o In terms of remuneration mix or composition,
The remuneration mix for the MD/ EDs is as per the contract approved by the
shareholders. In case of any change, the same would require the approval of the
shareholders.
Basic/ fixed salary is provided to all employees to ensure that there is a steady income in
line with their skills and experience.
In addition to the basic/ fixed salary, the company provides employees with certain
perquisites, allowances and benefits to enable a certain level of lifestyle and to offer
scope for savings and tax optimization, where possible. The company also provides all
employees with a social security net (subject to limits) by covering medical expenses
and hospitalization through re-imbursements or insurance cover and accidental death
and dismemberment through personal accident insurance.
The company provides retirement benefits as applicable.
[In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided
above, the company provides MD/ EDs such remuneration by way of commission,
calculated with reference to the net profits of the company in a particular financial year,
as may be determined by the Board, subject to the overall ceilings stipulated in Section
197 of the Act. The specific amount payable to the MD/ EDs would be based on
performance as evaluated by the Board or the NRC and approved by the Board.]2
[In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided
above, the company provides MD/ EDs such remuneration by way of an annual
incentive remuneration/ performance linked bonus subject to the achievement of
certain performance criteria and such other parameters as may be considered
1
Excludes employees covered by any long term settlements or specific term contracts. The remuneration for these
employees would be driven by the respective long term settlements or contracts.
2
To be retained if Commission is provided to MD/ EDs
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
appropriate from time to time by the Board. An indicative list of factors that may be
considered for determination of the extent of this component are:
o Company performance on certain defined
qualitative and quantitative parameters as may
be decided by the Board from time to time,
o Industry benchmarks of remuneration,
o Performance of the individual.]3
The company provides the rest of the employees a performance linked bonus. The
performance linked bonus would be driven by the outcome of the performance
appraisal process and the performance of the company.
•
Remuneration payable to Director for services rendered in other capacity
The remuneration payable to the Directors shall be inclusive of any remuneration payable for
services rendered by such director in any other capacity unless:
a) The services rendered are of a professional nature; and
b) The NRC is of the opinion that the director possesses requisite qualification for the practice
of the profession.
•
3
Policy implementation
The NRC is responsible for recommending the remuneration policy to the Board. The Board is
responsible for approving and overseeing implementation of the remuneration policy.
To be retained only if Commission is not provided to MD/ EDs
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
Annexure B - Secretarial Audit Report
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
Annexure C- Extract of Annual Return
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31, 2015
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I.
REGISTRATION AND OTHER DETAILS:
i) CIN:- U99999PN1997PLC110139
ii) Registration Date:- 18.08.1997
iii) Name of the Company:- Tata Toyo Radiator Limited
iv) Category / Sub-Category of the Company:- Public Unlisted Company
v) Address of the Registered office and contact details:- Survey No. 235/ 245, Village
Hinjawadi, Taluka Mulshi, Pune- 411057
vi) Whether listed company :- No
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any:- Not Applicable
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall
be stated:-
SI No.
Name and Description of main
products / services
*NIC Code of
the Product/
service
% to total turnover of
the company
1
Aluminum Radiators
28
40.12
2
Aluminum Intercoolers
28
23.80
3
Heater Cores
28
0.34
4
Other
28
Total
*As per NIC- 2004.
35.74
100.00
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES S.
Name and Address of
CIN/GLN
Holding/
% of
No
the Company
subsidiary/
shares
associate
held
1
Tata AutoComp
U34100MH1995PLC0937 Holding
51%
Systems Ltd
33
2
Air International TTR
U29222PN2014PLC1527 Associate
50%
Thermal Systems Ltd
58
3
T.RAD CO. LTD
0110-01-015719
Associate
49%
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
Applica
ble
Section
2(46)
2(6)
2(6)
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding
Category of
Shareholders
No. of Shares held at the
beginning of the year
De
mat
Physical
Total
%
Chang
e
during
the
year
No. of Shares held at the end of
the year
% of
Total
Shar
es
De
mat
Physical
Total
% of
Total
Shar
es
A. Promoters
(1) Indian
a) Individual/HUF
b) Central Govt
c) State Govt (s)
d) Bodies Corp.
0
163200
00
163200
00
51
0
163200
00
163200
00
51
0
0
163200
00
163200
00
51
0
163200
00
163200
00
51
0
0
156800
00
156800
00
49
0
156800
00
156800
00
49
0
156800
00
320000
00
156800
00
320000
00
49
0
0
0
156800
00
320000
00
49
100
156800
00
320000
00
100
0
e) Banks / FI
f) Any Other….
Sub-total (A)
(1):(2) Foreign
a) NRIs –
Individuals
b) Other –
Individuals
c) Bodies Corp.
d) Banks / FI
e) Any Other….
Sub-total (A)
(2):Total
shareholding of
Promoter (A) =
(A)(1)+(A)(2)
0
0
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
B. Public
Shareholding
1. Institutions
NOT APPLICABLE
a) Mutual Funds
b) Banks / FI
c) Central Govt
d) State Govt(s)
e) Venture
Capital
Funds
f) Insurance
Companies
g) FIIs
h) Foreign
Venture Capital
Funds
i) Others
(specify)
Sub-total
(B)(1):2. NonInstitutions
a) Bodies Corp.
i) Indian
ii)Overseas
b) Individuals
i) Individual
shareholders
holding nominal
share capital
upto Rs.1 lakh
ii) Individual
shareholders
holding
nominal share
capital in
excess of Rs 1
lakh
c) Others
(specify)
Sub-total
(B)(2):-
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
Total Public
Shareholding
(B)=(B)(1)+
(B)(2)
C. Shares held
by Custodian
for GDRs &
ADRs
Grand Total
(A+B+C)
0
3200000
0
3200000
0
100
0
(ii) Shareholding of Promoters
S.
Shareholder’s Name
Shareholding at the
No.
beginning of the year
No. of
% of
%of
Shares
total
Shares
Pledge
Shar
es of d /
the
encum
comp bered
any
to total
shares
1
Tata AutoComp
16320000 51
0
Systems Ltd
2
T Rad Co. Limited
12880000 40.25 0
3
Mitsubishi
2800000
8.75
0
Corporation RtM
Japan Ltd
Total
32000000 100
0
3200000
0
3200000
0
100
0
Shareholding at the end of
the year
%of
No. of
% of
Shares
total
Shares
Shar
Pledge
es of d /
encum
the
comp bered
any
to total
shares
16320000 51
0
%
change
in
shareh
olding
during
the
year
0
12880000
2800000
40.25
8.75
0
0
0
0
32000000
100
0
0
(iii) Change in Promoters’ Shareholding – NO CHANGE DURING THE YEAR
S.
No.
Shareholding at the
beginning of the year
% of total
No. of
shares of the
shares
company
Cumulative Shareholding
during the year
% of total
No. of
shares of the
shares
company
At the beginning of the year
Date wise Increase / Decrease
in Promoters Shareholding
during the year specifying the
reasons for increase / decrease
(e.g. allotment / transfer /
bonus/ sweat equity etc):
At the End of the year
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and
Holders of GDRs and ADRs)- NOT APPLICABLE
Cumulative Shareholding
Sl.
Shareholding at the
during the
No.
beginning of the year
year
% of total
% of total
For Each of the Top 10
No. of
shares of the No. of
shares of the
Shareholders
shares
company
shares
company
At the beginning of the year
Date wise Increase / Decrease
in Shareholding during the year
specifying the reasons for
increase / decrease (e.g.
allotment / transfer / bonus /
sweat equity etc):
At the End of the year ( or on
the date of separation, if
separated
during the year)
(v) Shareholding of Directors and Key Managerial Personnel:#
Sl.
No.
For Each of the Directors and
KMP
Shareholding at the
beginning of the year
% of total
No. of
shares of the
shares
company
Cumulative Shareholding
during the year
% of total
No. of
shares of the
shares
company
At the beginning of the year
Date wise Increase / Decrease
in Shareholding during the year
specifying the reasons for
increase / decrease (e.g.
allotment / transfer / bonus/
sweat equity etc):
At the End of the year
# None of directors hold shares individually. Shares are held by Tata AutoComp Systems Ltd
jointly with Mr. Ajay Tandon & Mr. Deepak Rastogi.
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for
payment
(in Crores)
Secured
Loans
excluding
deposits
Unsecured
Loans
Deposits
Total
Indebtedness
Indebtedness at the
beginning of the financial
year
i) Principal Amount
0.00
46.19
0.00
46.19
ii) Interest due but not paid
0.00
0.00
0.00
0.00
iii) Interest accrued but not due
0.00
0.26
0.00
0.26
Total (i+ii+iii)
0.00
46.45
0.00
46.45
17.19
6.89
0.00
24.08
-
49.76
0.00
49.76
i) Principal Amount
17.19
3.32
0.00
20.51
ii) Interest due but not paid
0.00
0.00
0.00
0.00
iii) Interest accrued but not due
0.15
0.00
0.00
0.15
Total (i+ii+iii)
17.34
3.32
Change in Indebtedness
during the financial year
• Addition
• Reduction
Net Change
Indebtedness at the end of
the financial year
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
S.
no.
Particulars of Remuneration
1
Gross salary
(a) Salary as per provisions contained in section
17(1) of the Income-tax Act, 1961
2
3
4
5
(b) Value of perquisites u/s 17(2) Income-tax Act,
1961
(c) Profits in lieu of salary under section 17(3)
Income-tax Act, 1961
Stock Option
Sweat Equity
Commission
- as % of profit
- others, specify…
Others, please specify
Name of MD/WTD/
Manager
Mr. Ravi Chidambar
6080339
385000
-
-
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
20.66
Total (A)
Ceiling as per the Act
6465339
6000000
B. i) Remuneration to other directors: INDEPENDENT DIRECTORS
S.
Particulars of Remuneration
Mr. Katsuyuki
Ms. Rati
no.
Koyano
Forbes
• Fee for attending board / committee
0
meetings
• Commission
0
• Others, please specify
0
Total (1)
0
0
0
0
0
B. ii) Remuneration to other directors: OTHER NON-EXECUTIVE DIRECTORS
Mr.
Mr.
Mr.
Mr.
Mr.
Arvind Deepak Dr. Kota Kimiaki
S. Particulars of
Praveen Ajay
Rastogi Shimada Nakano
no. Remuneration
Kadle
Tandon Goel
• Fee for
attending board
/committee
meetings
0
0
0
0
0
0
• Commission
• Others, please
specify
Mr.
Toshiaki
Sasaki
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Total (2)
Total (B)=(1+2)
Total Managerial
Remuneration
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN
MD/MANAGER/WTD
S.
Particulars of Remuneration
Key Managerial Personnel
no.
Company
CFO
Secretary
1
Gross salary
(a) Salary as per provisions
510279
1430008
contained in section 17(1) of
the Income-tax Act, 1961
(b) Value of perquisites u/s
220000
17(2) Income-tax Act, 1961
c) Profits in lieu of salary under
section 17(3) Income- tax Act, 1961
2
Stock Option
3
Sweat Equity
4
Commission
- as % of profit
- others, specify…
5
Others, please specify
Total
510279
1650008
Total
1940287
220000
-
2160287
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NOT APPLICABLE
Type
Section of
Brief
Details of Penalty Authority
Appeal
the
Description
/ Punishment/
[RD /
made, if any
Companies
Compounding
NCLT/
(give
Act
fees imposed
COURT]
Details)
A. COMPANY- NA
Penalty
Punishment
Compounding
B. DIRECTORS- NA
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT- NA
Penalty
Punishment
Compounding
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
Annexure D- Conservation of energy, technology absorption and foreign
exchange earnings and outgo
A. CONSERVATION OF ENERGY:
(i) the steps taken or impact on conservation of energy;
Company installed induction lamps 170 Nos 100 watts by removing 265 Nos 180 Watts
CFL lamps, which resulted in saving of 5750 Units/ Month and an Investment of Rs.0.17
Cr
(ii) the steps taken by the company for utilising alternate sources of energy;
Your Company installed solar heater for Canteen for which Investment of Rs.0.03 Cr
was made and which resulted in total energy saving of 1500 Units/ Month.
(iii) the capital investment on energy conservation equipment;
VFD was installed on brazing furnaces 5.5 KW and 11.0 KW which saved 940 Units/
Month for which an Investment of Rs. 0.01 Cr was made by Company.
Additional investment & proposals for reduction of consumption of energy being proposed
for FY 15-16:
1. Installation of solar pipe tubes for day time lighting in operation office Invest 0.05 Cr
2. Installation of Induction lights 40 Watts by removing 105 Watts CFL LAMPS 45 Nos
Investment: 0.03 Cr
Saving – 1147 Units/ Month.
B. TECHNOLOGY ABSORPTION:
I) Research & Development (R & D)
a) Specific areas in which R & D is carried out by the Company:
- Development of header less EGR cooler.
- Development of compact and high performance Radiators.
- Development of new type of condenser.
- Development of intercoolers with extruded micro-channel tube.
- Development of new type of brazing flux.
- Development of B tube heater core
- Development of engine oil cooler
b) Benefits derived as result of the above R & D:
- This will help in performance enhancement and weight reduction, thereby providing
competitive edge to acquire business from Indian and global OEMs.
- Development of compact radiator will result in weight reduction, cost reduction and
fuel efficiency improvement on vehicles. This also gives competitive edge to TTR in
acquiring new business and
- Development of new thinner condensers has offered better thermal performance and
is a cost reduction proposition to current condensers in use.
- With Micro-channel tube profile, productivity of intercoolers has increased and also
defects/warranty due to inner fin brazing are eliminated.
- The new type brazing flux is initiated to reduce the consumption and improvement of
brazing quality.
- This will result in addition of new product/market in TTR portfolio.
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139
c) Future plan of action:
- Development of 4 & 5 row tube radiator to fulfill the requirement of higher
performance of higher hp egines of tractors and DG sets.
- Development of cooling system for two wheelers, this will enable the company to
enter into new segment.
- Development of thin cores for charge air cooler, which will offer weight reduction of
charge air coolers.
- Development of Fan blade, which will facilitate the company to build fan motors as per
technical requirement and reduces dependability on current supplier.
d) Expenditure on R & D
Capital:
Rs.0.34 Crores
Recurring:
Rs. 4.42 Crores
Total:
Rs. 4.76 Crores
Total R & D:
1.00%
expenditure as a percentage of total turnovers
II) Technology Absorption, Adaptation and Innovation
(i) the efforts made towards technology absorption;
- Replacement of 5 tank degreasing process with 2 tanks for radiator tubes to
improve productivity of tubes.
(ii) the benefits derived like product improvement, cost reduction, product development or
import substitution;
- New condensers designed with thinner cores have met performance
requirements and mass production of the same is expected by December 2015.
- 12 mm radiator core resulting in cost reduction
- Implementation of plastic tanks for Intercooler resulting in cost reduction, quality
improvement and productivity enhancement.
(iii) Technology imported (imported during the last three years reckoned from the beginning
of the financial year)The Company has not imported any technology.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
31.03.2015
31.03.2014
(Rs. In Cr)
(Rs. In Cr)
Foreign Exchange Earnings
679
Foreign Exchange Outgo
8744
CIF Value of Imports
7741
542
6636
5397
For and on behalf of the Board of Directors
Place: Japan
Date: 04.08.2015
Mr. Praveen Kadle
Chairman
TATA Toyo Radiator Limited
S.No. 235/245, Village Hinjawadi, Tal. Mulshi, Dist. Pune- 411 027, INDIA.
Ph: +91-20-66524100 Fax: +91-20-66524101
Website: www.tacogroup.com
Corporate Identity Number: U99999PN1997PLC110139