Your Directors have pleasure in presenting the Forty Ninth Annual
Report of the Company together with Audited Accounts for the year ended 31st March 2023.
FINANCIAL RESULTS:
The financial performance of your company is stated hereunder: (Rs. in
Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Revenue from Operations |
35,483.84 |
29,520.03 |
| Profit before exceptional item, interest,
depreciation and tax |
442.64 |
566.77 |
| Less : Interest |
371.57 |
180.72 |
| Profit before exceptional item,
depreciation and tax |
71.07 |
386.05 |
| Less : Depreciation |
610.82 |
599.15 |
| Profit / (Loss) before tax and exceptional
items |
(539.75) |
(213.10) |
| Add : Exceptional item: |
|
|
(i) Reversal of liability
towards contract with customers – 433.33 lacs |
- |
226.37 |
(ii) Additional
depreciation on tools due to change in useful life – (-)206.96 lacs |
|
|
| Profit before tax |
(539.75) |
13.27 |
| Less : Provision for Taxation |
|
|
| Current Tax |
- |
2.07 |
| Prior Period Tax |
- |
- |
| Deferred Tax Liability / (Asset) (net) |
(61.59) |
3.43 |
| Profit after tax |
(478.16) |
7.77 |
| Add : Surplus / (Deficit) brought forward |
2,119.23 |
2,087.93 |
| Less: Transfer to Other Comprehensive
Income |
(43.95) |
45.07 |
| Surplus Carried over |
1,597.12 |
2,119.23 |
DIVIDEND:
In the year under review, your company saw strong demand across all
segments and achieved 20.70% sales growth compared to the prior year.
Profitability was, however, significant impacted by the unprecedented
increases in key raw material prices with incomplete pass through of said prices.
In light of significant uncertainties associated with raw material and
energy costs, your directors are constrained to skip dividends for the year. Various steps
are being taken, however, to improve the your companys performance.
AUTOMOBILE INDUSTRY SCENARIO-2022-23
The Indian Automotive Industry recorded a production of 25.93 million
vehicles and 13% growth with the medium and heavy Commercial vehicle production hitting
3.79 million vehicles and 40% growth.
SBLS SALES PERFORMANCE
Your companys net sales during the year 2022-23 increased by 20.70% at
353.10 crores compared to
292.63 crores the prior year. Domestic sales increased by 34% while
exports decreased by 1.3%
DOMESTIC:
Your companys 34% growth in the domestic sales is due to the growth of
the medium and heavy commercial vehicle OE segment and also in the OE Spares segment. In
the independent after market, your companys addition of a channel directly to large
stockists achieved a turnover of Rs 5 crores which is expected to grow substantially in
the coming years.
EXPORTS:
Export sales struggled with stress in the Middle East and African
markets and a marked downturn in Europe driven by high energy prices. Increased economic
uncertainty led to subdued growth and stock holding in the US. Your company is introducing
new product lines and customers to increase sales in the coming years. Net foreign
exchange earned by your company in the year under review was Rs.41.39 crores as against
67.21 crores in 2021-22.
OUTLOOK FOR 2023-24
The consensus is that the Indian Economy will maintain a growth rate in
the 6% range in 2023-24.
Macroeconomic indicators, announced Government investment intent, and
Vehicle manufacturers sentiment are positive and the Indian automotive industry is
expected to continue its growth path in the coming years. The medium and heavy commercial
vehicle sales growth is expected to sustain and will prove favourable to your
companys positioning as the preferred supplier of OE friction.
Your company is also aggressively expanding its range and presence in
the Indian aftermarket which is expected to fuel growth in 2023-24 and beyond.
RESEARCH AND DEVELOPMENT:
Your companys R&D facility located in Padi has been recognized as
an approved R&D unit by the Department of Scientific & Industrial Research (DSIR),
Ministry of Science & Technology, Government of India, New Delhi, and the recognition
has been renewed up to 31.03.2024.
During the year under review, the focus of the department was on
increasing range in CV pads, capacity and efficiency in CV linings, and new product
development in the 2W market. Energy cost optimization efforts continued in the year under
review and will be accelerated in the coming year.
The total expenditure for R&D incurred in 2022-23 was 8.26 crores
as against Rs. 7.14 crores in the previous year.
SHARE CAPITAL
During the year under review, your company has not issued any type of
Shares. Hence there is no change in the share capital of the company.
TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124 of the Companies Act, 2013 ("the
Act") read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed
dividends are required to be transferred by the Company to the Investor Education and
Protection Fund (IEPF) established by the Central Government, after completion of seven
consecutive years from the date of transfer of such amount to unpaid dividend account.
Further, according to the Rules, the shares in respect of which dividend has not been paid
or claimed for seven consecutive years or more shall also be transferred to the demat
account of IEPF Authority.
During this year, no shares / Dividends amounts were liable to be
transferred to the IEPF authority. Further, Members/ claimants whose shares, and / or
unclaimed dividend which have been transferred pertaining to the earlier financial years
to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply
for refund of dividend by making an application to the IEPF Authority in Form IEPF-5
(available on http:// www. iepf.gov.in) along with requisite fee as decided by the IEPF
Authority from time to time.
PUBLIC DEPOSITS
Your Company has neither accepted nor renewed any deposits from public
within the meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 during the year.
CASH FLOW STATEMENT
In compliance with the provisions of Section 134 of Companies Act, 2013
and Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Cash flow statement for the financial year ended 31st March, 2023
forms part of this Annual Report.
BOARD MEETINGS
The Board of Directors met 6 (six) times during the financial year
ended 31st March, 2023. i.e., 27th May, 2022, 11th August, 2022, 19th September, 2022,
12th November, 2022,07th December,2022 and 13th February, 2023. The gap between the Board
meetings was within the maximum period prescribed under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended and
notified from time to time. Detailed statement of attendance of directors at the Board
Meetings and other meeting of all Committees held during the financial year ended 31st
March, 2023 are given in the Corporate Governance report which is forming part of this
Annual Report.
PASSING OF RESOLUTION BY CIRCULATION
During the financial year, there was no resolution by circulation was
passed by the Board of Director or Committees of the Board.
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: i. CHANGE IN
DIRECTORS - APPOINTMENT, CHANGE IN DESIGNATION AND RESIGNATION
1. Mr. K S Ranganathan, Non Executive,Independent director resigned
with effect from 27th May,.2022
2. Mr.G R Chandramouli has been appointed as Non-executive Non
Independent director with effect from 27th May,2022
3. Mr.S Venkataraman has been appointed as Non executive Independent
Director with effect from 27th May,2022
4. Mr.Ashok V Chowgule,Non Executive Independent director resigned with
effect from 12th November,2022
5. Mr.T Kannan,Non Executive Independent Director passed away on 23rd
May,2023. He was a member of the Audit Committee and the Chairperson of the Corporate
Social Responsibility committee.
RETIREMENT BY ROTATION AND RE-APPOINTMENT
Pursuant to Section 152(6)(c) of Companies Act, 2013, during the
financial year, Mrs. Shripriya Mahesh Ramanan, Non-Executive Non Independent Director of
the Company, being liable to retire by rotation, retired by rotation at the 48th Annual
General Meeting of the Company held on 04th August, 2022 and being eligible, was
re-appointed.
Further, Pursuant to Section 152(6)(c) of Companies Act, 2013, Ms.
Shobhana Ramachandran,Non-Executive Non Independent Director of the Company who retires by
rotation and being eligible for re-appointment, offers herself for re-appointment as a
Director of the Company and the same is being placed before the 49th Annual General
Meeting for approval of shareholders of the Company.
ii. CHANGE IN KEY MANAGERIAL PERSONNEL
During the financial year ended 31st March, 2023, there were changes in
Key Managerial personnel in the Company as follows:
1. Mr.Y.Sathyan,DGM Finance has been appointed as Company Secretary
with effect from 19th September, 2022 consequent to the relinquishment from the position
of " Company Secretary" by the then CFO & Company Secretary Mr.S.Ramabadran.
2. Mr.V. Srinivasan has been appointed as Chief Financial Officer(CFO)
with effect from 07th Deccember, 2022 consequent to the retirement of Mr. Ramabadran as
CFO
AUDIT COMMITTEE
Pursuant to Section 177(8) of Companies Act, 2013, the Company had
constituted an Audit Committee. The Audit Committee has been reconstituted on 12th
November,2022 consequent to the resignation of Mr.Ashok V Chowgule from the board who was
the Chairman of the Audit Committee.The particulars of composition of the Audit Committee,
meetings held during the year and other particulars have been detailed in the Corporate
Governance Report forming part of this Annual Report.
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED
BY THE BOARD ALONG WITH REASONS
The Audit Committee generally makes certain recommendations to the
Board of Directors of the Company during their meetings held to consider any financial
results (Unaudited and Audited) and such other matters placed before the Audit Committee
as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 from time to time. During the year the Board of Directors
has considered all the recommendations made by the Audit Committee and has accepted and
carried on the recommendations suggested by the Committee to its satisfaction. Hence there
are no recommendations which were unaccepted by the Board of Directors of the Company
during the year under review.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with Schedule - V thereof, the Management
Discussion and Analysis report has been annexed to the Boards Report as ANNEXURE - IV and
forms a part of the Annual Report.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received declarations from all the Independent
Directors who are occupying the Board as on the end of financial year 2022-23 confirming
that they continue to meet the criteria of Independence as prescribed under Section 149(6)
of the Companies Act, 2013 and Regulation 25 & 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and amendments made under there at. The format
of the said Disclosure is given as ANNEXURE V, which forms part of this Annual Report.
NOMINATION AND REMUNERATION POLICY
The Company believes that a diverse and inclusive culture is integral
to its success. A diverse Board, among others, will enhance the quality of decisions by
utilizing different skills, qualifications, professional experience and knowledge of the
Board members necessary for achieving sustainable and balanced development. Accordingly,
the Board based on the recommendation of the Nomination and Remuneration Committee has
formulated a policy on Directors appointment, remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company. The policy covers the appointment,
including criteria for determining qualification, positive attributes, independence and
remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel.
The key highlights of the policy forms part of this Report. The entire Nomination and
Remuneration Policy may be accessed on the Companys website at www.tvsbrakelinings.com.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy establishing vigil
mechanism to provide a formal mechanism to the Directors and employees to report their
concerns about unethical behavior, actual or suspected fraud or violation of the Companys
Code of Conduct or ethics policy. The Policy provides for adequate safeguards against
victimization of employees who avail the mechanism and also provides for direct access to
the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have
been denied access to the Audit
Committee. The policy of Vigil mechanism is available on the Companys
website www.tvsbrakelinings.com. No complaint has been received from any employee since
inception of the vigil mechanism.
MATERIAL CHANGES & COMMITMENTS
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the Financial Year 2022-23
of the Company to which the financial statements relate and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Sections 134(3) (c) and 134(5) of the
Act, in relation to the audited financial statements of the Company for the year ended
March 31, 2023, the Board of Directors hereby confirms that: 1. in the preparation of the
annual accounts, the applicable accounting standards have been followed along with proper
explanations relating to material departures wherever applicable; 2. the Directors have
selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of your Company as at 31st March, 2023 and of the Profit/Loss of your Company
for the year ended on that date. 3. the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of your Company and for preventing and detecting fraud
and other irregularities; 4. that they had prepared the annual accounts on a going concern
basis; 5. the Directors have laid down internal financial controls to be followed by your
Company and that such internal financial controls are adequate and are operating
effectively and 6. the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES / JV AND INFORMATION ABOUT SUBSIDIARY / JV / ASSOCIATE COMPANY
There are no Subsidiary or Associate Company or JV companies and hence
these disclosures are not applicable.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7
in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company at
https://tvsbrakelinings.com/images/assets/pdf/Draft%20Annual%20Return%2031.03.2023.pdf
STATUTORY AUDITORS
The Annual Accounts of the Company including its Balance Sheet,
Statement of Profit and Loss and Cash Flow Statement including the Notes and Schedules to
the Accounts have been audited by M/s. Brahmayya & Co, Chartered Accountants, Chennai.
The Independent Auditors Report given by the Auditors on the financial statements of the
Company is forming part of the Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their Report which
requires any explanation / comments by the Board.
SECRETARIAL AUDITORS
Pursuant to the Section 204(1) of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors had appointed M/s. V. Suresh Associates, Practicing Company
Secretaries, Chennai as the Secretarial Auditors of the Company for conducting the
Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the
Financial Year 2022-23 does not contain any adverse remark, qualification or reservation
or disclaimer which requires any explanation / comments by the Board. The Secretarial
Audit Report is forming part of this Annual Report.
M/s. V. Suresh Associates, Practicing Company Secretaries, Chennai has
been re-appointed as the Secretarial Auditors of the Company for conducting the
Secretarial Audit for the financial year 2023-24 at the meeting of Board of Directors held
on 26th May, 2023.
INTERNAL AUDITORS
Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of
the Companies (Accounts) Rules, 2014 and all other applicable provisions (including any
amendment thereto) if any of the Companies Act, 2013, M/s. Sundaram and Srinivasan,
Chartered Accountants, Chennai are the Internal Auditors of the Company, who were
originally appointed in the Board meeting held on 4th Aug. 2017. They have been carrying
out their Audit as per the Plan submitted to and approved by Audit Committee.
The Audit conducted by the Internal Auditors is based on an internal
audit plan, which is reviewed each quarter in consultation with the Audit Committee. These
audits are based on risk based methodology and inter alia involve the review of internal
controls and governance processes, adherence to management policies and review of
statutory compliances. The Internal Auditors share their findings on an ongoing basis
during the financial year for corrective action. The Audit Committee oversees the work of
Internal Auditors.
COST AUDIT
Cost Audit is not applicable to the Company from the Financial Year
2014-15 based on the amended Companies (Cost Audit & Record) Rules 2014 dated 31st
December 2014 issued by the Ministry of Corporate Affairs, Govt. of India.
QUALIFICATIONS IN AUDIT REPORTS
There are no qualifications in Statutory Auditors Report and in
Secretarial Auditors Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
The auditors of the Company have stated that during the course of their
audit, there were no material fraud by the Company or on the Company by its officers or
employees noticed or reported in Independent Auditors Report which forms part of this
Report. Hence, no requirement arises to report the same to Audit Committee or Board of
Directors of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year 2022-23, your Company has complied with
applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of
Company Secretaries of India.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY a) Energy conservation measures taken during
2022-23:
• Replacing plant-scale furnace oil fired thermopacs with
individual electrically powered mould heating to proactively address rising energy prices
and emissions. These improvements are being replicated at all of our factories .
• Resizing air compressors to reduce power consumption.
• Redesign of layout, regrouping and resizing machines to reduce
the power & manpower requirements is continuing.
(b) Impact of the above measures:
The measures taken above have helped in reducing fuel cost for the
machines where it has been implemented and will reduce the overall energy cost for SBL, in
the years to come.
• They have offset the increase in minimum demand charges and per
unit power costs unilaterally imposed by TNEB
• Enabled the reduction of labour costs from 19% to 12% of sales.
B. Technology absorption
Research & Development (R&D)
(1) Specific areas in which R&D carried out by the company
Benchmarked and developed Drum Brake Linings for Medium & Heavy
Commercial Vehicle applications for domestic Aftermarket.
Developed Drum Brake Linings for Heavy Duty Military Vehicle OEM
applications Developed two-wheeler disc pads for domestic Aftermarket Developed disc pads
for All-wheel-disc brake LCV bus OEM application Developed disc pads for EV bus (noise
sensitive) OEM applications
Developed copper-free (N-level) disc pads for Heavy Commercial Vehicle
Export application to meet upcoming Regulatory requirements Developed rubber-based CV
linings for special export applications Developed high-copper woven clutch facings for
domestic aftermarket premium applications
(2) Benefits derived as a result of the above
Continued recognition of in-house R&D by Department of Scientific
and Industrial Research (DSIR), Government of India Obtained approval and commercialized
drum brake linings, disc pads and clutch facings for various OEM and Aftermarket
applications
(3) Future Plan of action
Development of Disc pads and Drum brake linings for various passenger
and commercial vehicle applications in Domestic OEM, After Market & Export Markets
Development of Woven Clutch Facings for commercial vehicle applications in Domestic OEM
& Export Markets Development of specialized resins with improved thermal stability for
various product applications Reduction in Raw material costs through yield improvement,
process optimization, and development of alternative sources & materials.
Improvement in process technology, in order to augment production
capacity with minimum capital outlay.
C. Technology absorption, adaptation and innovation:
1. Efforts in brief, made towards technology absorption, adaptation and
innovation
Process optimization for Quality Improvement through Thermo Electric
Heating System (TEHS) - each curing mould is closely controlled by individual heating
system in place of centralized heating system Process Cycle-time optimisation through
detailed study of curing process Product and Process improvement by benchmarking the
product against fellow global leaders Development of recycling process for waste re-use
2. Benefits derived as a result of the above efforts
Development of superior and competitive products for Export and
Domestic markets Quality upgradation and optimal use of resources leading to savings
Reduction in pollution, improving sustainability of environment
(4) Expenditure on R&D
(Rs. in Lakhs)
| S. No |
Particulars |
Financial Year 2022-23 |
| a |
Capital |
- |
| b |
Revenue |
826.91 |
| c |
Total |
826.91 |
| d |
Total R & D expenses as % of total
turnover |
2.30% |
D. FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs. in Lakhs)
| S. No. |
Particulars |
Financial Year |
|
|
2022-23 |
2021-22 |
| A |
Foreign Exchange earned |
11,442.72 |
11,479.47 |
| B |
Foreign Exchange used |
7,303.59 |
4,758.02 |
| C |
Net Foreign Exchange earned (A-B) |
4,139.13 |
6,721.45 |
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the year 2022-23, there have been no significant and material
orders passed by the Regulators or Courts or Tribunals impacting the going concern status
and companys operations in future.
REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES
(ACCOUNTS) RULES, 2014
Change in nature of business, if any: Nil
Name of Companies which have become or ceased to be its subsidiaries,
Joint Ventures or associate companies during the year: Not Applicable
INTERNAL CONTROL AND SYSTEMS AND THEIR ADEQUACY
The Company has an adequate internal control system which is
commensurate with the size, scale and complexity of its operations. The Internal Auditor
monitors and evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures and policies at all
locations of the Company. Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and there by strengthen the
controls. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013
certifying the adequacy of Internal Financial Controls is annexed with the Independent
Auditors Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year, the Company has not given any loan (Secured or
Unsecured) or guarantees covered under the provision of Section 186 of the Companies Act,
2013. The details of the investments made by the Company are given in the notes to the
financial statements, which form part of this Annual Report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company firmly provides a safe, supportive and friendly workplace
environment - a workplace where our values come to life through the underlying behaviours.
Positive workplace environment and a great employee experience are integral parts of our
culture.
No woman employee has been engaged by the Company. Hence the compliance
under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 does not arise.
RISK MANAGEMENT AND POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company
has framed Risk Management Policy, which lays down the framework to define, assess,
monitor and mitigate the business, operational, financial and other risks associated with
the business of the Company.
All the risks associated with the business of the Company have been
taken care of by taking adequate measures by the Company, which have been reviewed by the
Audit committee and the Board in their meetings held from time to time.
The Company has been addressing risks impacting the Company in
Management Discussion and Analysis Report which forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the requirements of Section 135 and Schedule VII of
the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, the Board of Directors have framed a policy on CSR as recommended
by the CSR committee duly constituted and the said policy is available on the Companys
website https://www.tvsbrakelinings.com/images/assets/pdf/SBL%20CSR%20Policy.pdf The
composition and terms of reference of the CSR Committee are detailed in the Corporate
Governance Report, which forms part of this Annual Report.
The disclosure on Corporate Social Responsibility initiatives during
the financial year has been provided in ANNEXURE - III which forms part of this Annual
Report.
RELATED PARTY TRANSACTIONS
During the financial year, all the related party transactions entered
by the Company were ordinary business transactions in the ordinary course of business and
on arms length basis and there were no transactions requiring approval of the
Shareholders. However, prior approval of the Audit Committee was sought for entering into
the Related Party Transactions as required under Companies Act, 2013 read with rules made
thereunder and Regulation 23 (2) of SEBI Listing Regulations, 2015. Further, the details
of Related Party Transactions entered into by the Company pursuant to each of the omnibus
approvals given are also placed before the Audit Committee for its review on a quarterly
basis.
During FY 2022-23, there were no material related party transactions in
terms of Regulation 23 of the SEBI Listing Regulations, 2015.
Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013
read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out the ANNEXURE - II
to the report.
The Company has adopted a policy on materiality of related party
transactions and dealing with Related Party Transactions and the same is disclosed on the
website of the Company, viz., www.tvsbrakelinings.com
JUSTIFICATION FOR ENTERING INTO RELATED PARTY TRANSACTIONS
The Companys Related party transactions have been made to meet the
requirements of operations and at an arms length basis and have been entered in the
ordinary course of business.
BOARD EVALUATION
In terms of Section 134 (3) (p) of the Companies Act, 2013 and
Regulation 4(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, the Board reviewed and evaluated its own performance from the following
perspectives: (a) Company Performance; (b) Risk management; (c) Corporate Ethics; d)
Performance of the Individual Directors; and (e) Performance of the Committees, viz.,
Audit Committee, Nomination and Remuneration Committee (NRC) and Corporate Social
Responsibility Committee & Stakeholders Relationship Committee (SRC).
The Board has carried out an annual evaluation of its own performance,
the directors and also Committees of the Board based on the guidelines formulated by the
Nomination & Remuneration Committee under Self-evaluation method. Board composition,
quality and timely flow of information, frequency of meetings, and level of participation
in discussions were some of the parameters considered during the evaluation process.
The Board, upon evaluation, considered that the Board is well balanced
and diverse and is commensurate with the business profile and size of the Company.
The Board reviewed and noted with satisfaction of its own performance
and that of its Committees and individual Directors.
RATIO OF REMUNERATION OF DIRECTOR
The information as required under the provisions of Section 197(12) of
the Companies Act, 2013 and read with Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in
ANNEXURE - I which forms part of this Annual Report
PARTICULARS OF EMPLOYEES
No employee of the Company in the Financial Year 2022-23 was in receipt
of remuneration of more than Rs. 1.02 crores during the year or Rs. 8.50 lakhs per month
during any part of the said year as per Section 197 of the Companies Act, 2013, read with
Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014.
COMPLIANCE WITH CODE OF CONDUCT
The Company has framed a Code of Conduct for the Board of Directors and
Senior Management personnel of the Company. The Code of Conduct is available on the
Companys website www.tvsbrakelining.com. All the Board of Directors and Senior Management
personnel have affirmed compliance with the Code of conduct as on 31st March, 2023.,
As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a declaration from Mr. Krishna
Mahesh, Managing Director to this effect is annexed to the Report on corporate governance
which forms part of this Annual Report.
LISTING OF SHARES
The equity shares of the Company are listed on the Stock Exchange viz.,
National stock exchange of India Ltd (NSE). The Company paid the applicable listing fees
to the Stock Exchange within the stipulated time for the financial year 2022-23.
CORPORATE GOVERNANCE
Your company has taken adequate steps to adhere to all the conditions
laid down in SEBI (Listing obligations and disclosure requirements) regulations, 2015 with
respect to Corporate Governance. Pursuant to Regulation 34(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule-V thereof,
the report on Corporate Governance has been furnished in the Annual Report and forms part
of the Annual Report.
A Certificate from the Statutory Auditors of the Company confirming the
compliance of conditions of Corporate Governance as stipulated in SEBI (Listing
obligations and disclosure requirements) regulations, 2015 forms part of this Annual
Report.
The Managing Director and the Chief Financial officer of the Company
have certified to the Board the financial statements and other matters in accordance with
the Regulation 17(8) of the SEBI (Listing obligations and disclosure requirements)
regulations, 2015 pertaining to CEO/CFO certification for the financial year ended 31st
March 2023 and the same is enclosed as part of Annual Report.
PERSONNEL
Employee relations have been very cordial during the financial year
ended 31st March, 2023. The Board wishes to place on record its appreciation to all the
employees in the Company for their sustained efforts and immense contribution to the high
level of performance and growth of the business during the year.
ACKNOWLEDGEMENT
Your Directors wish to thank State Bank of India and ICICI Bank Limited
for their continued support and assistance.
Your Directors wish to thank all the Customers, the wholesalers both in
India and worldwide for their continued support.
Your Directors wish to place on record their sincere appreciation for
the good work of all the employees of the Company.
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