sundram fasteners ltd share price Directors report


The Directors are pleased to present the Sixtieth Annual Report together with the audited financial statement for the year ended March 31,2023.

FINANCIAL HIGHLIGHTS (STANDALONE) Rs in Crores
2022 - 2023 2021 - 2022
Revenue from Operations 4,919.43 4,172.57
Other Income 29.98 25.61
Total Revenue 4,949.41 4,198.18
Total Expenditure 4,151.83 3,446.00
Gross Profit before interest, depreciation and taxes 797.58 752.18
Less: Interest 18.67 6.22
Exchange Losses / (Gains) 5.96 7.17
Depreciation 157.02 152.83
Provision for impairment of investments in subsidiaries - 30.00
Profit before Tax 615.93 555.96
Less: Provision for tax 151.53 148.50
Profit after Tax 464.40 407.46
Add: Balance brought forward 207.59 155.70
Balance available for appropriation 671.99 563.16
Appropriations
Interim / Final Dividends 117.12 206.98
Transfer to Reserves 175.00 150.00
Transfer from other comprehensive income to reserves 0.06 (1.41)
Balance carried forward 379.81 207.59
671.99 563.16

TRANSFER TO RESERVES

The Company has transferred Rs 175.00 Crores to Reserves.

DIVIDEND

The Board had earlier during the year, declared an interim dividend of Rs 3.57/- per share (357%) for the financial year 2022-2023 and a special dividend of Rs 2.00 per share (200%) to commemorate the 60th year of incorporation of the Company absorbing a sum of Rs 117.12 Crores and the same was paid to the shareholders on November 30, 2022. The Directors have decided to pay a second interim dividend of Rs 3.06 per share (306%), which, together with the first interim dividend and a special dividend, declared and paid earlier, would amount to a total dividend of Rs 8.63 per share (863%) for the financial year 2022-2023. No final dividend has been recommended by the Board of Directors.

The Dividend Distribution Policy, formulated in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Companys website at :- http://sundram.com/pdf/ corporate/DividendDistributionPolicy02022017.pdf

CONSOLIDATED FINANCIAL STATEMENT

In addition to the financial statement, the audited Consolidated Financial Statement of the Company and all of the subsidiaries prepared in the same form and manner as that of its own and in accordance with the applicable Accounting Standards (Ind AS), form part of the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited financial statement in respect of each of its subsidiary on its website, www.sundram.com. The Company shall provide a copy of audited financial statement, as the case may be, as prepared in respect of each of its subsidiary, upon request by any of its shareholders.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with a certificate from the Companys auditors confirming the compliance of conditions of Corporate Governance is enclosed to this report. Management Discussion and Analysis detailing the state of the Companys affairs is also enclosed to this report (Please refer Page Nos. 36 to 41).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for the year ended March 31,2023 is enclosed to this report (Please refer Page Nos. 42 to 72).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The existing composition of the Companys Board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Regulations 17 and 17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to independent directors, women directors and maximum number of directorships in listed entities.

Ms. Arundathi Krishna, Joint Managing Director (DIN: 00270935) of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re-appointment. Necessary resolution for her re-appointment is being placed for approval of the members at the AGM. The Board recommends her re-appointment as a Director of the Company. A brief resume of Ms. Arundathi Krishna and other relevant information have been furnished in the notice convening the AGM.

Sri Heramb R Hajarnavis, Director (DIN: 01680435) has been re-appointed as a Non-Executive Independent Director for the second term, from September 20, 2022 to September 19, 2027.

Sri S Mahalingam, Director (DIN: 00121727) has been re-appointed as a Non-Executive Independent Director for the second term, from January 30, 2023 to January 29, 2028.

Sri S Meenakshisundaram (DIN: 00513901) whose appointment as the Whole-Time Director was approved by the shareholders at the Annual General Meeting

held on June 11, 2020, had retired from the office of Whole-Time Director with effect from the closing hours of April 22, 2022. He continued as the Chief Financial Officer of the Company upto the closing hours of June 30, 2022 to ensure smooth transition and retired from the services of the Company effective July 1,2022. The Company has benefited immensely through his association and the Board of Directors place on record their sincere thanks for the services rendered by him as a Whole-Time Director and Chief Financial Officer.

Sri R Dilip Kumar, who held the position in the Company as Executive Vice President-Finance & Company Secretary was appointed as the Chief Financial Officer of the Company effective July 1,2022.

Sri G Anand Babu was appointed as the Company Secretary and the Compliance Officer of the Company effective July 1,2022.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OF SECTION 149

All the independent directors have submitted a declaration pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6).

ANNUAL RETURN

In terms of the requirement of Section 92(3) read with Section 134(3) of the Companies Act, 2013, the annual return of the Company as on March 31,2022 and the draft annual return of the Company as on March 31,2023 is available on the Companys website, www.sundram.com.

BOARD MEETINGS

During the year, four meetings of the Board of Directors were held. The details of the meetings and the attendance are furnished in the Annual Report disclosures under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is enclosed to this Report (Please refer Page No 75).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed and there were no material departures.

b) they had selected appropriate accounting policies and applied them consistently, and made judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended March 31,2023.

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) they had prepared the annual accounts on a going concern basis.

e) they had laid down the internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUD, IF ANY, REPORTED BY THE AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants, Chennai, the Statutory Auditors of the Company have stated that during the course of their audit, there were no fraud by the Company or on the Company by its officers or employees noticed or reported in the Independent Auditors Report which forms part of this Report. Hence, there was no requirement to report the same to the Audit Committee or Board of Directors of the Company.

NOMINATION AND REMUNERATION POLICY

Salient features of the Policy:

The policy is to ensure that the remuneration is in line with best comparable market practices, as well as competitive visa-vis that of comparable companies both in India and other international markets, which will have a motivating effect to act as a driving force to ensure long term availability of talent and also retention of the best talents. The Policy will have due regard to the situation of the specific regions in which the Company operates.

A brief description about the Companys Nomination and Remuneration Policy on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters provided in Section 178(3) of the Companies Act, 2013 are provided in the Annual Report Disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Please refer Page No.77).

The Nomination and Remuneration Policy is available on the Companys website at: - https://sundram.com/pdf/corporate/ NominationandRemunerationPolicy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient is enclosed vide Annexure - I.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013)

All transactions with related parties were on arms length basis and in the ordinary course of business. There was no material related party contract during the year. Form AOC-2 as required under Section 134 (3)(h) of the Companies Act, 2013 is enclosed vide Annexure - II to this report.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is enclosed vide Annexure - III.

RISK MANAGEMENT

Brief description of terms of reference:-

i. To review and approve the risk management policy of the Company and to make amendments thereto from time to time.

ii. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems.

iii. To periodically review the risk management policy, by considering the changing industry dynamics and evolving complexity

iv. To identify methodology, processes and systems to monitor and evaluate risk.

v. To identify internal and external risks in particular including financial, operational, sectoral, department-wise risk, business sustainability particularly, Environmental, Social and Governance (ESG) related risks, information and cyber security risks. Cyber security risks cover ransomware, phishing, data leakage, hacking, insider threat etc.

The Company manages its risks through continuous review of business parameters on a regular basis by the management. Insurable risks are analysed and insurance policies are taken to protect the Companys interests. The Audit Committee is also informed periodically of the risks and concerns. Corrective actions and mitigation measures are taken as and when needed.

During the year, two meetings of the Risk Management Committee were held. The details of the meetings are furnished in the Report on Corporate Governance disclosures under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this Report (Please refer Page No 79).

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND IMPLEMENTATION

The salient features of the Policy are to:

i. actively engage and extend support to the communities in which it operates and thus build a better, sustainable way of life by supporting the weaker sections of the society and thus contribute to the human development;

ii. drive measures and to provide solutions that will balance economic, social and environmental issues; and

iii. work together with our employees with a commitment for adhering to responsible business practices in terms of quality management, environmental sustainability and support to the community.

The Company has undertaken activities as per the CSR Policy and the Annual report on CSR activities for the Financial Year 2022-2023 is enclosed vide Annexure - IV forming part of this report.

The CSR Policy, including the annual action plan is available on the Companys website at www.sundram.com/investors.php.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Annual Report disclosures under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has 6 Domestic Subsidiaries and 5 Overseas Subsidiaries. The financial performance of the subsidiaries during the financial year 2022-2023 is summarised hereunder:-

Sundram Fasteners (Zhejiang) Limited, China (SFZL, China), Cramlington Precision Forge Limited, United Kingdom (CPFL, UK) and TVS Next Inc., USA are step-down overseas subsidiaries of the Company. The principal activity of SFZL, China is manufacture of fasteners and bearing housing and that of CPFL, UK is manufacture of precision forgings.

The total revenue of SFZL, China during the year under review was at Rs 335.75 Crores as against Rs 369.10 Crores in the previous year. The net profit was at Rs 4.30 Crores as against Rs 9.63 Crores in the previous year.

The total revenue of CPFL, UK during the year under review was at Rs 176.55 Crores as against Rs 156.18 Crores in the previous year. The net profit was at Rs 3.69 Crores as against a net loss at (9.25) Crores in the previous year.

The total revenue of TVS Next Inc., USA, a step-down overseas subsidiary during the year under review was at Rs 64.18 Crores as against Rs 15.93 Crores in the previous year. The net profit was at Rs 1.35 Crores as against Rs 0.33 Crores in the previous year.

TVS Upasana Limited is a wholly-owned subsidiary and is engaged in the manufacture of spokes and nipples, automobile kits, tools, dowel pins, small screws, cold extruded parts and other parts catering to automotive industry. The total revenue of TVS Upasana Limited during the year under review was at Rs 181.39 Crores as against Rs 165.67 Crores in the previous year. The net profit was at Rs 12.05 Crores as against Rs 5.75 Crores in the previousyear.

The total revenue of Sundram Non-Conventional Energy Systems Limited, a subsidiary during the year under review was at Rs 3.94 Crores as against Rs 3.20 Crores in the previous year. The net profit was at Rs 3.59 Crores as against Rs 2.00 Crores in the previous year.

The total revenue of Sundram Fasteners Investments Limited, a wholly-owned subsidiary during the year under review was at Rs 0.24 Crores as against Rs 0.36 Crores in the previous year. The net profit was at Rs 0.27 Crores as against Rs 0.30 Crores in the previous year.

TVS Next Limited (TVSN), a subsidiary engaged in the information technology business providing Enterprise Solutions for core industries like Manufacturing, Automotive and Distribution and focuses on off-shore and outsourcing operations for clients in India and the U.S.A. The total revenue of TVSN during the year under review was at Rs 82.86 Crores as against Rs 73.11 Crores in the previous year. The net profit was at Rs 10.92 Crores as against Rs 12.56 Crores in the previous year.

Sunfast TVS Limited (Sunfast), a wholly-owned subsidiary is engaged in the business of marketing of aerospace and defence components. The total revenue of Sunfast during the year under review was at Rs 0.77 Crores as against Rs 0.24 Crores in the previous year. The net profit was at Rs 0.04 Crores as against a net loss of (0.01) Crores during the year.

TVS Engineering Limited (TEL), a wholly-owned subsidiary is engaged in the manufacture of non-auto, aerospace and defence components. The total revenue of TEL during the year under review was at Rs 3.47 Crores as against Nil in the previous year. The net (loss) were at (0.70) Crores as against net (loss) at (0.99) Crores during the year under review.

The total revenue of Sundram International Inc., USA, a wholly-owned subsidiary during the year under review was at Nil as against Nil in the previous year. The net profit / (loss) was at Nil as against Nil in the previous year.

Sundram International Limited, United Kingdom, a wholly- owned overseas subsidiary, was established as an intermediate holding company that holds investments in two operating subsidiaries viz., in China and United Kingdom. The total revenue from Sundram International Limited during the year under review was at Rs 0.21 Crores as against Rs 32.04 Crores (earned by way of dividend) in the previous year. The net (loss) was at (27.20) Crores as against net profit of Rs 31.20 Crores in the previous year.

The total revenue from all the subsidiaries of the Company in aggregate during the year under review was at Rs 849.36 Crores resulting in an overall contribution of 14.88% of the consolidated revenue as against Rs 815.83 Crores which resulted in an overall contribution of 16.51% of the consolidated revenue in the previous year.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of the Companys subsidiaries, Associates and Joint Ventures in detail in Form AOC-1 is enclosed to the financial statement of the Company in Page No 244.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANYS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be Companys subsidiary, joint venture or associate company during the financial year 2022-23.

AMALGAMATION OF SUNFAST TVS LIMITED AND TVS ENGINEERING LIMITED, WHOLLY-OWNED SUBSIDIARIES WITH SUNDRAM FASTENERS LIMITED (HOLDING COMPANY)

During the year, Sunfast TVS Limited and TVS Engineering Limited, wholly-owned subsidiaries of the Company have submitted a joint application with the Honble National Company Law Tribunal, Chennai Bench seeking its approval for the amalgamation of Sunfast TVS Limited and TVS Engineering Limited with the Company. The application is pending for approval by Honble National Company Law Tribunal, Chennai Bench.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on Balance Sheet date.

REGULATORY / COURT ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

PROCEEDINGS PENDING, IF ANY, UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has neither filed an application during the year under review nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at March 31,2023.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such event has occurred during the year under review.

INTERNAL FINANCIAL CONTROLS OF THE COMPANY

The Company maintains all its financial records in Systems, Applications and Products (SAP) System and all financial transaction flow and approvals are routed through SAP. The Company has in-house internal audit team to monitor the effectiveness of internal financial controls, ensuring adequacy with respect to financial statement and verify whether the financial transaction flow in the organisation is being done based on the approved policies of the Company. The internal auditor presents the internal audit report and the management comments on the internal audit observations every quarter to the Audit Committee. The internal control mechanisms are in place for safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement in terms of Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed vide Annexure V forming part of this report.

Pursuant to Section 136 (1) of the Companies Act, 2013, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement is available for inspection by the shareholders at the Registered Office of the Company during business hours.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s. B S R & Co. LLP, Chartered Accountants, Chennai, (Registration No. 101248 W / W- 100022 with the Institute of Chartered Accountants of India), were appointed as Statutory Auditors of the Company at the Fifty Ninth Annual General Meeting (AGM) of the Company for the second term of five consecutive years commencing from the conclusion of the Fifty Ninth AGM (i.e., June 29, 2022). M/s. BSR & Co. LLP holds Peer Review Certificate No 014196 dated May 18, 2022 issued by the Institute of Chartered Accountants of India.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2022-2023. Secretarial Audit Report issued by Sri K Sriram, Practising Company Secretary (CP No.2215), Partner, M/s. S Krishnamurthy & Co., Company Secretaries, Chennai in Form MR-3 is enclosed vide Annexure VI forming part of this report and does not contain any qualification. The Board of Directors has appointed M/s. S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2023-2024. Necessary consent has been received from them to act as Secretarial Auditors. M/s. S. Krishnamurthy & Co, Company Secretaries holds Peer Review Certificate No. 739/2020 dated May 28, 2020, issued by the Institute of Company Secretaries of India, which is valid for a period of five years from the date of issue.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 (the Act) read with Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors has appointed Sri P Raju Iyer, Practising Cost Accountant (Membership No.6987) as Cost Auditor for the financial year 2023-2024. The Audit Committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted the Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. In compliance with the provisions under Section 4 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. No complaint was received during the calendar year 2022.

SECRETARIAL STANDARDS

The Company has complied with the mandatory applicable Secretarial Standards on Board Meetings and General Meetings (including Postal Ballots) issued by the Institute of Company Secretaries of India.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Pursuant to Sections 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism through a Whistle Blower Policy. The details about the whistle blower policy are provided in the Annual Report Disclosures under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INDUSTRIAL RELATIONS

Industrial relations continued to remain congenial during the year under review. The Directors thank the employees for their contribution to the progress of the Company during the year under review.

ACKNOWLEDGMENT

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited, a step-down subsidiary. The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the step down subsidiary. The Directors wish to thank the Companys bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Telangana, Andhra Pradesh and Uttarakhand, customers and vendors, employees for all the support provided by them from time to time.

On behalf of the Board
SURESH KRISHNA
May 4, 2023 Chairman
Chennai DIN: 00046919