tvs electronics ltd Directors report

to the Shareholders

Your Directors have the pleasure of presenting the 28th

Annual Report of your Company for the financial year ended

March 31, 2023.

Financial Results

The Companys financial performance for the year ended March 31, 2023 is summarised below. The financial statements for the year have been prepared in accordance with the mandatory accounting standards (Ind AS).

Standalone

( Rs in lakhs)

Particulars	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from operations	35,349	30,792
Profit/ (Loss) Before Tax (PBT) and exceptional items	1,284	2,033
Exceptional items / Extra-ordinary Items	-	49
Profit / (Loss) Before Tax	1,284	2,082
Profit / (Loss) After Tax (PAT)	952	1,510
Add: Brought forward from previous year	5,375	4,285
Add/(Less): Other Comprehensive Income for the year (net of Income Tax)	(18)	(47)
Less: Dividend on equity shares (incl. taxes)		(373)
Retained earnings	6,310	5,375

Companys performance

During the year under review, the Company posted total revenues of Rs 353 Crore. The Company registered a year-on-year growth of 15% over 2021-22. The revenue from the ‘Products and Solutions segment grew by 18% over last year to Rs 246 Crore, and the revenue from the ‘Customer Support Services segment grew by 9% over last year to Rs 108 Crore. The EBIT margin declined during the year due to investments in new business initiatives and digitalisation, which increased costs. As part of its strategic investments, the Company has undertaken the consolidation of factories and technology upgrades during the year. These investments have been reflected in the profit and loss statement and are considered non-routine in nature. These efforts are expected to contribute to the Companys overall growth and profitability in the future.

During the year under review, the Company invested Rs15.47

Crore of capital expenditure towards various expansions to diversify the business and add economies of scale, 51% of which was done through accruals. The Company remains focused on generating returns for shareholders, which is reflected in the earnings per share (EPS) that has been above 5 for the past 3 years. There has been no change in the Companys business during the financial year endedMarch 31, 2022.

Dividend

The Company adheres to a consistent dividend policy that aims to achieve a balance between adequately rewarding shareholders through dividend distributions and allocating resources towards future growth objectives. Though the profit for the current year is lower than the previous year, the Directors are pleased to recommend a final dividend of Rs2 per share for the financial year ended March 31, 2023, maintaining the last years dividend, absorbing Rs 3.73 Crore which is 39.18 % of current year profits, considering various financial parameters, past dividend payout track record, internal and external factors including shareholders expectations.

Going forward, the recommendation for dividend payments will be determined by considering various factors such as the long-term strategic plan of the Company, the cost of debt, product development and expansion plans, capacity expansion initiatives, replacement of capital-intensive assets, and the cash flow requirements of the Company.

Safety

The Company places the highest priority on the safety and well-being of its employees. In order to ensure their safety, as well as that of their families, customers, and other stakeholders, the Company has implemented a range of measures. These measures include the establishment of Standard Operating Procedures (SOPs) to enforce health and safety protocols in accordance with guidelines issued by the Central/State Government and local authorities. Regular safety training sessions, safety audits, and fire drills are conducted to maintain an exemplary track record of accident prevention at the Companys factories over the years. The Company has implemented rigorous safety standards across all its facilities and operations, in compliance with global best practices and regulatory requirements. Specifically, it has established comprehensive policies and standard operating procedures (POSH) to prioritise the safety of women employees both within and outside the premises. These measures encompass various initiatives such as Safety Awareness Programs, regular fire drills, provision of cab pick-up and drop facilities, and other necessary precautions.

The Company conducts regular Emergency Preparedness Programmes (EPP) to ensure the safety of its employees and maintain business continuity during unforeseen events or calamities. These programmes are designed to equip employees with the necessary knowledge and skills to respond effectively to emergency situations. Additionally, the Company has established dedicated medical centers at its Head Office and Factories to provide immediate medical assistance and manage emergency situations, further enhancing the safety measures in place. The Company also ensures Occupational Safety by taking the following measures:

1. Required numbers of fire extinguishers were made available.

2. Fire extinguishers were refilled on time and were made available in full operational condition.

3. Fire Safety training was given across branch locations.

Routine Safety audits were performed on:

1. COVID Safety

2. Fire Safety

3. Electrical Safety

4. Furniture & Equipment Handling etc.

Code of Business Conduct and ethics

The Company has in place the Code of Business Conduct and Ethics for members of the Board and senior management personnel (the Code) approved by the Board. The Code is available on the Companys Website at https://www.tvs-e.in/wp-content/finreports/policy/Code%20of%20Conduct.pdf

The Code has been communicated to directors and senior management personnel. All the members of the Board and senior management personnel have confirmed compliance with the Code of Business Conduct and Ethics for the year ended March 31, 2023. The Annual Report contains a declaration to this effect signed by Managing Director.

Vigil Mechanism / Whistle Blower policy

The Company has implemented a robust vigil mechanism overseen by the Audit Committee. As part of this mechanism, the Chairperson of the Audit Committee has been appointed as the Ombudsman responsible for overseeing the vigil process. The policy outlines a formal framework for directors and employees to report any genuine concerns or grievances related to unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Business Conduct and Ethics policy. The Company has also provided direct access to the Chairperson of the Audit Committee on reporting issues concerning Company. This Policy is amended from time to time to make it in line with the amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations and SEBI (Prohibition of Insider Trading) Regulations. The Policy is available on the Companys Website at https://www.tvs-e.in/wp-content/finreports/policy/TVSE_Vigil_Blower_Mechanism.pdf

Prevention of Insider Trading

The Company has a Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders in line with SEBI Regulations. The Code has been communicated to all the employees of TVS-E by conducting frequent awareness sessions and also has ensured obtaining Annual and One-time Disclosure from the designated persons of TVSE under SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders is amended from time to time to make it in line with SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code has been communicated to all the employees at the time of orientation and adhered to by the Board of Directors, Senior Management Personnel and the other persons covered under the code. The Company follows the closure of the trading window prior to the publication of price-sensitive information. The Company has adopted Fair Practices Code (FPC) as per the regulations. Code of Conduct for Insider Trading Regulation and the Fair Practices Code are available on the Companys Website.

- Code of Conduct for Insider Trading Regulation:

https://www.tvs-e.in/wp-content/finreports/policy/

TVSE_Insider-trading-Policy_22.pdf

- Fair Practices Code:

https://www.tvs-e.in/wp-content/finreports/policy/

TVSE_Fair_Practices_Code.pdf

- Procedure of inquiry in case of a leak or suspected leak of UPSI:

https://www.tvs-e.in/wp-content/finreports/policy/TVSE_UPSI_Policy.pdf

HOLDING COMPANY AND PROMOTERS

The members of the TVS Family had entered into a Memorandum of Family Arrangement ("MFA") dated December 10, 2020 in order to align and synchronise the ownership/ control over various companies/ businesses with the management of the respective companies, as is being currently done by the respective branches/ sub-branches of the TVS Family. In the context of the above, a CompositeScheme of Amalgamation and Arrangement ("Scheme") under sections 230 to 232 of the Companies Act, 2013 was filed with Honble National Company Law Tribunal, ChennaiBench ("NCLT") and an order was pronounced on December 6, 2021 sanctioning the Scheme by the NCLT.

The Scheme was made effective on January 6, 2022 ("Effective Date"). Consequent to the same, TVS Investments Private Limited (TVSI) amalgamated with Geeyes Family Holdings Private Limited (GFHPL) with effect from February 4, 2022. As a result of the same, TVSI dissolved without the winding-up process and 1,11,60,093 equity shares representing 59.84% shareholding of the Company held by TVSI were vested with GFHPL. Hence, GFHPL and Mr. Gopal Srinivasan, holding majority stakes in GFHPL became promoters of the Company. Subsequently, Geeyes Family Holdings Private Limited (GFHPL) has been renamed as TVS Investments Private Limited.

Subsidiary Company

The Company does not have any Subsidiary Company as on March 31, 2023. The details in the form of AOC-1 is given as Annexure A to this report.

Consolidated Accounts

The Company do not have any Subsidiary Company/Joint Venture/Associate Company as on March 31, 2023 and hence the requirement to Consolidate Accounts is not applicable.

Annual Return

In terms of the requirements of Section 92(3) read with 134(3)(a) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the copy of the Annual Return in the prescribed format is available on the website of the Company, https://www.tvs-e.in/wp-content/finreports/ annual_reports/Form_MGT_7%2022-23%20(1).pdf .

Number of Board and Committee Meetings

The details of the Board and Committee Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Share Capital

The paid-up share capital of the Company as on March 31, 2023 is Rs 18,65,03,180/-consisting of 1,86,50,318 Equity Shares of Rs10/- each.

Particulars of loans, Guarantees, or Investments

The Company has not granted any fresh loans or guarantees or provided any security in connection with any loan to any other body corporate or person covered under the provisions of Section 186 of Companies Act 2013. The details of investments made by the Company are given in the financial statements.

Related Party Transactions

All the related party transactions entered into are on an ‘arms length basis and in the ordinary course of business and are in compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

None of the transactions are in the nature of having any potential conflict with the interests of the Company at large. There were no material-related party transactions during the year. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for 2022-23 and hence does not form part of this report.

During the year under review, the Company has entered into transactions with M/s TVS Investments Private Limited, which holds 10% or more shareholding in the Company as mentioned in Note 34 of the Financial statement for the year ended March 31, 2023.Omnibus approvals are obtained for related party transactions which are repetitive in nature. In respect of unforeseen transactions, specific approvals are obtained. All related party transactions are approved/reviewed by the Audit Committee on a quarterly basis, with all the necessary details and are presented to the Board and taken on record. The details of transactions with related parties are provided in the financial statements. The Related Party Transactions policy was amended to make it in line with the amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is uploaded on the Companys website at https://www.tvs-e.in/wp-content/finreports/policy/TVSE_RPT-Policy_2022-Jan2022_22.pdf

Directors and Key Managerial Personnel

Independent Directors

All independent Directors hold office for a fixed period of five years and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the provisions of SEBI (LODR) Regulations. 2015. The terms of appointment of Independent Directors are available on the Companys website https:// www.tvs-e.in/wp-content/finreports/Terms%20of%20 appointment%20of%20Independent%20Directors.pdf

The Company has not appointed any new Independent Director during the year. In the opinion of the Board, the existing Independent Directors are with sufficient integrity, expertise and experience. As per the provisions of Rule 6 of The Companies (Appointment and Qualifications Directors) Rules, 2014, all the Independent Directors have registered their names in the databank maintained by the Indian Institute of Corporate Affairs and the Independent Directors will evaluate their past experiences and complete the online proficiency test, if applicable.

Re-Appointment of Independent Directors Second Term

Based on the recommendation of the Nomination and Remuneration Committee and the performance evaluation, the Board of Directors at its meeting held on May 6, 2023, considered the experience, background and contributions made by the following Independent Directors and reappointed them for the second term of five consecutive years, subject to the approval of the shareholders.

Name of the Independent Director	Second Term	Committee Details
Mr. K Balakrishnan	August 9, 2023 to August 8, 2028	AC, SRC, NRC, CSR
Dr. V Sumantran	August 9, 2023 to August 8, 2028	AC
Mrs. Subhasri Sriram	February 7, 2024 to February 6, 2029	AC, NRC

*AC- Audit Committee, SRC- Stakeholders Relationship

Committee, NRC- Nomination and Remuneration Committee, CSR- Corporate Social Responsibility Committee

The Company will seek approval from the shareholders by way of passing a special resolution through a postal ballot.

Re-appointment of Managing Director - Key Managerial Personnel:

The Board of Directors at their meeting held on May 6, 2023, based on the recommendation of the Nomination and Remuneration Committee (NRC) and Audit Committee, re-appointed Mrs. Srilalitha Gopal (DIN:02329790), as Managing Director of the Company, liable to retire by rotation for a period of 5 consecutive years from May 11, 2023 to May 10, 2028 for a total remuneration of Rs 2 Crore p.a., subject to approval of the shareholders.

The Company will seek approval from the shareholders by way of passing special resolution through postal ballot.

Separate Meeting of Independent Directors

During the year, a separate meeting of Independent Directors was held on November 12, 2022. The Independent Directors actively participated and provided guidance to the Company in all its spheres.

Retirement by rotation

Mr. R S Raghavan (DIN : 00260912) Non-Executive Non- Independent Director who will retire by rotation at the ensuing Annual General Meeting of the Company under Section 152(6) of Companies Act 2013 has expressed his desire to seek re-appointment on the Board upon expiry of his present term. The Board at its meeting held on May 6, 2023, accepted his request and recommended for re-appointment.

Woman Director

In terms of Section 149 of the Companies Act, 2013, the Company is required to have a Woman Director on its Board. Mrs. Srilalitha Gopal, Managing Director is already on the Board of the Company since November 10, 2011 and hence the Company fulfills the requirements of the said Section

In terms of Regulation 17 of SEBI (LODR) Regulations, 2015, the top 1000 listed entities shall have at least one Independent Women Director by April 1, 2020. Though the Company is not on the list of top 1000 listed entities, following good corporate governance, the Board at their meeting held on February 7, 2019 appointed Mrs. Subhasri Sriram as Independent Women Director and the shareholders approved the appointment at the Annual General Meeting held on August 10, 2019.

Key Managerial Personnel (KMPs)

In terms of Section 2(51) and Section 203 of the Companies Act, 2013, Mrs. Srilalitha Gopal, Managing Director, Mr. A Kulandai Vadivelu, Chief Financial Officer and Mr. K Santosh,Company Secretary are the Key Managerial Personnel of the Company, as on date of this report.

Evaluation Of The Performance

The members of the Nomination and Remuneration Committee (NRC) have carried out an evaluation of their own performance, that of the Chairman, Managing Director, Directors individually including Independent Directors, Board, the sub-committees of the Board, Key Managerial Personnel and Senior Managerial Personnel. The Board evaluated the performance of the Independent Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

The Company has developed a comprehensive Policy on Board Diversity that outlines the importance of functional, strategic, and structural diversity within the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Company reviewed the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of the shareholders of the Company.

In accordance to Section 178 of Companies Act, 2013, the Nomination and Remuneration Policy was formulated to govern the terms of nomination, appointment and remuneration of Directors, Key Managerial and Senior Management Personnel of the Company.

The Policy ensures that (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) the 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. The Policy has been approved by the Nomination and Remuneration Committee and the Board.

The Nomination and Remuneration Policy is amended . from time to time to make it in line with the amendments to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The document as approved by the Board is available on the Company Website at https://www.tvs-e.in/wp-content/ finreports/policy/TVSE_NRC-Policy_2022_22.pdf

Statutory Auditors

M/s Guru & Jana, Chartered Accountants (FRN: 006826S) were appointed as the Statutory Auditors of the Company at the 27th Annual General Meeting of the Company held on June 29, 2022 for the first term of 5 years to hold office up to the conclusion of the forthcoming 32nd Annual General Meeting.

In terms of the notification issued by Ministry of Corporate Affairs dated May 7, 2018, the requirement of obtaining shareholders ratification every year has been done away with and requires only the Board approval. Accordingly, the Board of Directors of the Company at its meeting held on May 6, 2023 approved their appointment for the 2nd year (2023-24) in their term of 5 years to hold office till the conclusion of 32nd Annual General Meeting. There is no qualification, reservation, adverse remark, or disclaimer by the Statutory Auditors in their Report.

Internal Auditors

M/s. Suri & Co. Chartered Accountants (F.R.N. 004283S) were appointed as the Internal Auditors for the financial year2022-23. The Board of Directors at their meeting held on May 6, 2023, based on the recommendation of the Audit Committee, re-appointed M/s. Suri & Co as Internal Auditors of the Company for the financial year 2023-24

Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits) Rules, 2014, printers manufactured by the Company are falling under the specified Central Excise Tariff Act heading are covered under the ambit of mandatory cost audits from the financial years commencing on or after April 1, 2015.

Mr. P Raju Iyer, Cost Accountant, Chennai was appointed as the Cost Auditor of the Company, to carry out the cost audit for the financialyear 2022-23. The Board of Directors at their meeting held on May 6, 2023, based on the recommendation of the Audit Committee, re-appointed Mr. P Raju Iyer, Cost Accountant, Chennai as the Cost Auditor of the Company, to carry out the cost audit for the financialyear 2023-24, subject to the ratification by shareholders for the remuneration to be paid in the ensuing Annual General Meeting.

Secretarial Auditors

M/s. V Suresh Associates, Practicing Company Secretary, Chennai, Secretarial Auditors of the Company carried out Secretarial Audit for the financialyear 2022-23 and the same is annexed as Annexure B. There is no qualification reported by the Secretarial Auditors in their report for 2022-23. Based on the recommendation of the Audit Committee, the Board of Directors at the meeting held on May 6, 2023 appointed M/s. V Suresh Associates, Chennai as Secretarial Auditors for the financial year 2023-24.

EMPLOYEE STOCK OPTION PLAN

The details of the Stock Options granted under the Employees Stock Option Scheme 2011 are provided in this Report as Annexure C. There are no active ESOP options under the ESOP Scheme, 2011, as on date of this report.

Credit Rating

Brickwork Ratings India (P) Limited, vide their letter dated July 12, 2022 has upgraded the ratings from BWR A- to BWR A with revision in outlook from Positive to stable. The same was intimated to both Stock Exchanges i.e. National Stock Exchange of India Limited and BSE Limited

Transfer to Investor education and Protection Fund (IEPF)

Unclaimed Dividend:

There was no amount required to be transferred to the IEPF during the year. However the Company has transferred the dividend to IEPF in respect of those shares which were transferred to IEPF.

Transfer of equity Shares to IEPF Authority:

In terms of the provisions of Section 124 (6) of the Companies Act, 2013 read along with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of IEPF. Further, pursuant to the new explanation inserted on August 14, 2019, effective from August 20, 2019 to Rule 6 – (Manner of transfer of shares under sub-section 6 of Section 124 to the Fund) of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, it is clarified that all shares in respect of which dividend has been transferred to IEPF on or before September 7, 2016, shall also be transferred by the Company to IEPF.

Based on the provisions of the Act, Rules and explanations, the Company dispatched notice through registered post to the respective shareholders to apply for the unclaimed dividends within three months from the date of the notice to avoid transfer of shares to IEPF. The said notice was also published in the newspapers (Business Standard – English and Makkal Kurral – Tamil) on December 14, 2019 and subsequently filed the said newspaper publications with the stock exchanges.

In the month of June, 2020, the Companys STA transferred 1,78,100 equity shares in respect of which the dividends remained unclaimed/unpaid as on the due date to the IEPF account. The statement containing the details of name, address, folio number, Demat Account number and number of shares in respect of which dividends are not claimed for seven consecutive years or more is made available on the Companys website viz., www.tvs-e.in for information and necessary action by the shareholders. In case the concerned shareholders wish to claim the shares that have been transferred to the IEPF, a separate application has to be made to the IEPF Authority in Form IEPF – 5, as prescribed in Rule 7 of the Rules and the same is available at IEPF website (www.iepf.gov.in)

Investments:

During the year, the Company executed necessary agreements to acquire the business and intellectual property rights of GTID Solutions Development Private Limited. This strategic move enabled the Company to enter the mobile point-of-sale (POS) software solutions and authentication solutions space. By acquiring these rights, the Company has expanded its capabilities to offer a comprehensive range of solutions, including hardware, applications, digital payment solutions, and cloud computing software, to various sectors such as Retail, Banks, and Government. Further, the Company also invested in M/s Swiftomatics Services Private limited (RoyalPos) by way of subscribing to 2000 Nos. of Optionally Convertible and Redeemable Preference Shares. RoyalPos provides end to end SaaS based application to retail merchants, restaurants and aims to empower small and medium sized enterprises by digitalising and automating daily operations. The Company has integrated its Point of Sale products to offer efficient billing solutions to its interested customers.

Particulars of employees and related disclosures

The particulars of the employees covered by the provisions of Section 197 (12) of Companies Act, 2013 and the rules thereunder form part of this report. However, as per the provisions of Sectionfrom136(1) theof the PractisingCompanies CompanyAct, 2013, the annual report is being sent to all the members excluding this statement. This will be made available for inspection upon receiving a request from the member.

Comparative analysis of remuneration paid

A comparative analysis of remuneration paid to Directors and employees with the Companys performance is given as Annexure D to this report.

E-WASTE MANAGEMENT

The Company is well ahead in terms of e-waste management compliance directed by the Government of India with effect from May 1, 2012. The Company has registered and authorised collection, storage and disposal centres in the required locations and has complied with the statutory requirements relating to E-Waste Management.

Report on energy conservation, technology absorption, foreign exchange and research and development

Information relating to energy conservation, technology absorption, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in Annexure e to the Boards Report.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) activities have been embedded in the and material orders passed by the value system of the Company for many decades. The Company continues to be actively engaged in CSR initiatives for the development of the society through partnerships and focusses on helping lesser privileged communities in areas like education, health & hygiene and culture & heritage. The Company has also actively participated in other welfare projects.

The provisions of Section 135 of Companies Act, 2013 became applicable to the Company with effect from April 1, 2017. Accordingly, the Board of Directors of the Company, at their meeting held on May 12, 2017, constituted the CSR Committee, the details of which are provided in the Corporate Governance report.

Based on the recommendation by the CSR Committee, the Board has approved the projects / Programmes to be undertaken during the financial year 2022-23. The Company has spent and undertaken CSR activities during the financial year 2022-23. The detail of CSR activities has been provided as Annexure F to this report and are also available on the Companys website https://www.tvs-e.in/investor-relations/

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report and a Corporate Governance Report are made part of this Annual Report.

A Certificate regarding compliance of the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of Annual Report.

Change in the Registered Office of the Company

During the year, the Registered Office of the Company was shifted from No. 249A, Ambujammal Street, Off TTK Road, Alwarpet, Chennai - 600 018 to Greenways Towers, 2nd Floor, No. 119, St. Marys Road, Abhiramapuram, Chennai - 600 018 with effect from January 23, 2023. The intimation of change in the registered office was published in the BusinessStandard and Makkal Kural newspaper on January 24, 2023 and was intimated to the stock exchanges on January 23,2023

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 for the year ended March 31, 2023.

Material changes and commitments

There have been 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 this report.

Significant or Courts or Tribunals impacting the going concern status of the Company

There material are orders passed by no significant the regulators or courts or tribunals, which would impact the going concern status of the Company and its future operations

Consolidation of Factory operations

Board of Directors in its meeting held on November 12, 2022 approved the proposal to transfer the business assets of the factory situated at Dehradun, Uttarakhand to its factory situated at Tumakuru, Karnataka and consolidate its existing factory operations on or before November 30, 2022. The consolidation of operations will result in better utilisation of space in the Tumakuru Factory and savings in operating and logistics cost.

Reporting of Fraud

During the year under review, none of the auditors of the Company (Statutory Auditors, Secretarial Auditors, Cost Auditor) has reported any instances of fraud committed against the Company by its officers or employees, as specified under Section 143(12) of Companies Act, 2013.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India ("ICSI").

Other laws

Disclosure in terms of the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review

Number of complaints received in the year:

Nil Number of complaints disposed off during the year:

NA Number of cases pending for more than 90 days:

Nil Number of Workshop or awareness Programme:

Three awareness programmes were conducted during the womens forum day and e-learning courses* were launched by the Company.

Nature of Action taken by the employer or District Officer:Nil

*eLearning on POSH (Prevention of Sexual Harassment)

- Mandatory Course was developed by the Learning and Development Team of TVS-E to educate and spread awareness to all the employees of TVS-E.

Other POSH Awareness session details

1. POSH Awareness Session by External Lawyer (Ms.

Amoolya - KelpHR) conducted on November 9, 2023

2. Webinars Conducted by Internal POSH Ambassadors during the period 02/11/2023 to November 8, 2023 (Across the locations)

Insolvency Proceedings pending, if any under the Insolvency and Bankruptcy Code 2016

During the year no application has been made and there are no proceedings pending as per Insolvency and Bankruptcy Code 2016

Details of the difference between the amount of the valuation done at the time of one-time settlement and while taking loan

No such event has occurred during the year under review.

Details of utilisation of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).

The Company has not raised funds through preferential allotment or qualified institutions placement during the financial year 2022-23.

Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultants, advisors of the Company and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements were adequate and effective during the financial year 2022-23:

The financial statements have been prepared in accordance with the Indian Accounting Standards, which have become applicable to the Company with effect from April 1, 2017.

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, further confirm:

i. That in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Indian accounting standards have been followed and that there were no material departures;

ii. That they had 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 the Company at the end of the financial year March 31, 2023 and of the profits of the Company for the year under review;

iii. That 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;

iv. That they had prepared the annual accounts for the year ended March 31, 2023 on a "going concern" basis;

v. That they had laid down internal financial controls which are adequate and are operating effectively;

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

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the committed service of all the employees.

The Directors would also like to express their grateful appreciation for the assistance and co-operation received from the customers, dealer partners, business partners, bankers and its holding company M/s TVS Investments Private Limited (formerly known as M/s Geeyes Family Holdings Private Limited).

The Directors thank the Shareholders for the continued confidence and trust placed by them in the Company.

For and on behalf of the Board

	SRILALITHA GOPAL	R S RAGHAVAN
Chennai	Managing Director	Director
May 6, 2023	DIN: 02329790	DIN : 00260912

Annexure A to Boards Report

FORM AOC-I

(Pursuant to first proviso to with Sub-section(3) of Section 129read

Rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of Subsidiary For the Financial year ended March 31, 2023 Part "A": Subsidiary

( Rs In lakhs)

Sl. No	Particulars	NA
1	Name of the subsidiary
2.	The reporting period for the subsidiary concerned, if different from the holding companys reporting period
3.	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries
4.	Share capital
5.	Reserves & Surplus
6.	Total Assets
7.	Total Liabilities
8.	Investments
9.	(a) Turnover (b) Other Income
10.	Profit (Loss) before Taxation
11.	Provision for Taxation
12.	Profit after Taxation
13.	Proposed dividend
14.	% of shareholding

Notes:

1. Names of subsidiaries which are yet to commence operations: Nil.

2. Names of subsidiaries which have been liquidated or sold during the year: Nil

3. Since there are no Associate Companies or Joint Ventures, Part B is not applicable

For and on behalf of the Board

As per our report of even date annexed

 

SRILALITHA GOPAL	R S RAGHAVAN	FOR GURU & JANA
Managing Director	Director	Chartered Accountants
DIN: 02329790	DIN: 00260912	Firm Registration No: 006826S

 

K SANTOSH	A KULANDAI VADIVELU	HEENA KAUSER A P
Company Secretary	Chief Financial Officer	Partner
		Membership No: 219971

 

Chennai,

May 6, 2023

#ARStart#

Form No. MR-3 SECRETARIAL AUDIT REPORT

For the Financial Year 2022-23

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

TVS ELECTRONICS LIMITED

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by TVS ELECTRONICS LIMITED (hereinafter called the Company). The secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of TVS ELECTRONICS LIMITED books, papers, minute books, forms and returns filed other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of the secretarial audit, the explanations and clarifications given to us and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended March 31,2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. TVS ELECTRONICS LIMITED ("the Company") for the financial year ended on March 31, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent ofForeign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the audit period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Overview

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Statutory Reports

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period).

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients; (Not applicable).

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Financial Statements audit period).

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period).

Other Laws specifically applicable to this Company is as follows:

(vi) E-Waste (Management) Rules, 2016

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Women Director. There is no change in the composition of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on the agenda was sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

The majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This report is to be read with our letter of even date vide Annexure-1 that forms part of this report.

For V Suresh Associates

Practising Company Secretaries

	V Suresh
	Senior Partner
	FCS No. 2969
	C.P.No. 6032
Place: Chennai	Peer Review Cert. No.: 667/2020
Date: May 6, 2023	UDIN: F002969E000288331

Annexure -1

ANNEXURE TO SECRETARIAL AUDIT REPORT

To,

The Members

TVS ELECTRONICS LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. Due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk that some Misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with the Standards.

7. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy effectiveness with which the management has conducted the affairs of the Company.

For V Suresh Associates

Practising Company Secretaries

 

V Suresh

Senior Partner

FCS No. 2969

C.P.No. 6032

Peer Review Cert. No.: 667/2020

UDIN: F002969E000288331

 

Place: Chennai

Date: May 6, 2023

#AREnd#

Annexure C to Boards Report

Disclosure under SEBI (share based employee benefits) position) Regulation, 2014(cumulative employees Stock Option Scheme 2011

a)	Options Granted	11,05,000
b)	Pricing Formula	The Exercise Price and for the purpose of grant of stock options will be decided by the Nomination and Remuneration Committee, provided that the Exercise Price per option shall not be less than the par value of the Equity Share of the Company.
c)	Options Vested	6,57,500
d)	Options Exercised	6,27,500
e)	The total no. of ordinary shares arising as a result of exercise of options	6,27,500
f)	Options lapsed	4,77,500
g)	Variation of terms of options	Nil
h)	Money realized by exercise of options	62,75,000 /-
i)	Total no. of options in force	Nil
j)	(i) Details of options granted to Senior Managerial Personnel during the year	Nil
	(ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of options granted during the year	Nil
	(iii) Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital outstanding (excluding outstanding warrants & conversions) of the Company at the time of grant.	Nil
k)	Diluted earnings per share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with the Indian Accounting Standard.	-

As on the date of this report there are no active ESOP options under the ESOP Scheme 2011.

For and on behalf of the Board

R S RAGHAVAN

Director

DIN : 00260912

SRILALITHA GOPAL

Managing Director

DIN: 02329790

Chennai

May 6, 2023

Annexure D to Boards Report

Comparative analysis of Remuneration

S No.	Name (M/s)	Designation	Ratio to Median Remuneration	% increase in Remuneration
1.	Gopal Srinivasan	Chairman	NA	NA
	Srilalitha Gopal*	Managing Director	1:32	33%
	M. Lakshminarayan	NEID	NA	NA
	M F Farooqui	NEID	NA	NA
	R S Raghavan	NENID	NA	NA
	K Balakrishnan	NEID	NA	NA
	V Sumantran	NEID	NA	NA
	Subhasri Sriram	NEID	NA	NA
	A Kulandai Vadivelu *	CFO	1:14	11 %
	K Santosh	CS	1:6	39 %
2.	Percentage Increase in the median remuneration of employees in the financial year	Nil
3.	The number of permanent employees in the rolls of the Company	604
4.	Average percentile increase in the salaries of employees other than the managerial personnel during the year 2022-23 was 10% and for the managerial personnel was 27%
5.	It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the . Company

NENID : Non Executive Non Independent Director NEID : Non Executive Independent Director

*Performance compensation for the 2021-22 was paid during the 2022-23

For and on behalf of the Board

R S RAGhAVAN

Director

DIN : 00260912

 

SRILALITHA GOPAL

Managing Director

DIN: 02329790

 

Chennai

May 6, 2023

Annexure E to Boards Report

Information relating to energy Conservation, Technology Absorption, and Foreign exchange earnings and Outgo forming part of the directors report in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

(a) Conservation of energy

i.	The steps taken or impact on the conservation of energy	NIL
ii.	The steps taken by the Company for utilising alternate sources of energy	Introduced Thermal Printer/Dot Matrix Printer with solar power operating compatibility
iii.	The capital investment in energy conservation equipment	EV vehicles and solar lights used in Factory

(b) Technology absorption

i.	The efforts made towards technology absorption	-Ethernet Interface Implemented in Dot Matrix
		-Developed Gaming Products like Keyboard and Mouse.
		-Introduced Unified OPOS Driver
		-Implemented Silent Driver for Dot Matrix Printer
		-Introduced Printer Drivers Compatible with the latest OS
		-All Products upgraded to Support BT5.0
		-Introduced ATVM(Kiosk) Printer for Railway Ticketing
ii.	The benefits derived like product improvement, cost reduction, product development or import substitution	-Inhouse Development of Barcode Scanner/Keyboard/Mouse PCBA initiated
		-Introduced Mobile UTS Printer for Railways
		-Invested in Mold Development of Scanner/ Thermal /Label Printer Casings
		- MII- Label Printers/Thermal Printers/Touch POS
		-Imported and Deployed Alternate Passbook Printer (Speed 40 Star
		-Streamlined 9W DMP firmware to reduce PH failure
		-Keyboard PCB design changed to improve the quality and Cost-benefit.
		-Variants in Touch POS: Corei3/Corei5/ All in one 10" and 8" Touch POS
iii.	In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
iv.	The details of technology imported	NA
v.	The year of import;	NA
vi.	Whether the technology been fully absorbed	NA
vii.	If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA
viii.	The expenditure incurred on Research and Development	Nil

(c) Foreign exchange earnings and Outgo

The Company exported Printers and other components

Particulars	March 31, 2023 ( Rs in lakhs)	March 31, 2023 ( Rs in lakhs)
Total Forex earned (FOB)	1,331.99	392.42
Total Forex used (FOB)	12,955.40	10,910.44

 

For and on behalf of the Board

 

R S RAGHAVAN

Director

DIN : 00260912

 

SRILALITHA GOPAL

Managing Director

DIN: 02329790

 

Chennai

May 6, 2023

Annexure F to Boards Report

PARTICULARS OF CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2022-23

1. Brief outline of the CSR Policy of the Company

The Company has been engaged in CSR activities for many decades. Through CSR initiatives, the Company aims to contribute to society as a responsible corporate citizen, with a specific heritage. The CSR policy, among other things, provides guidance on the allocation and utilisation of the CSR budget, criteria for project identification and selection, as well as a monitoring and reporting framework. The complete CSR policy of the Company may be accessed at the website of the Company www.tvs-e.in

2. Composition of CSR Committee:

Sl. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1.	Mr. M Lakshminarayan,	Chairman	1	1
2.	Mr. R S Raghavan,	Member	1	1
3.	Mr. K Balakrishnan,	Member	1	1

3. Provide the Web-link where Composition of CSR committee ,CSR policy and CSR projects approved by the Board are disclosed on the Website of the Company : https://www.tvs-e.in/investor-relations/

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub rule (3) of rule 8of the Companies(Corporate Social Responsibility Policy) Rules 2014, if applicable :NOT APPLICABLE

5. (a) Average net profit of the Company as per section 135(5): Rs 975 lakhs

(b) Two percent of average net profit of the company as per section 135(5): Rs 19.55 lakhs

(c) Surplus arising out of the CSR projects or Programmes or activities of the previous financial years. :NIL (d) Amount required to be set off for the financial year, if any :NIL

(e) Total CSR obligation for the financial year [(b) + (c) - (d)]: Rs 19.55 lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Projects and Other Than Ongoing Projects for the financial year): Rs 26.88 lakhs

(b) Amount spent in Administrative Overheads: Rs 1.34 lakhs

(c) Amount spent on Impact Assessment, if applicable: NIL

(d) Total amount spent for the Financial Year [a+b+c]: Rs 28.22 lakhs

(e) CSR Amount spent or unspent for the Financial Year:

Total amount Spent for the Financial Year (in Rs)	Amount Unspent (in Rs)
	Total Amount transferred to Unspent CSR Account as per sub-section (6) of section 135.		Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135.
	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
-	NIL

(f) Excess amount for set off, if any:

Sl. No.	Particular	Amount (in Rs lakhs)
(i)	Two percent of the average net profit of the Company as per sub-section (5) of section 135	19.55
(ii)	Total amount spent for the Financial Year	28.22
(iii)	Excess amount spent for the Financial Year [(ii)-(i)]	8.67
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	-
(v)	Amount available for set off in succeeding Financial Years [(iii)-(iv)]	8.67

7. (a) Details of Unspent CSR amount for the preceding three financial years:

Sl. No.	Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under sub- section (6) of section 135 (in Rs)	Balance Amount in Unspent CSR Account under sub- section (6) of section 135 (in Rs)	Amount Spent in the Financial Year (in Rs)	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub- section (5) of section 135, if any		Amount remaining to be spent in succeeding Financial Years (in Rs)	Deficiency, if any
					Amount (in Rs)	Date of Transfer
1	FY-1	NIL
2	FY-2
3	FY-3

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Yes No

If Yes, enter the number of Capital assets created/ acquired: -

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Sl. No.	Short particulars of the property or asset(s)[including complete address and location of the property]	Pincode of the property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
					CSR Registration Number, if applicable	Name	Registered address
NIL

(All the fields should be captured as appearing in the revenue record, flat no., house no., Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit section 135 : NIL

mrs. srilalitha gopal

Managing Director

DIN: 02329790

 

Mr. M lakshminarayan

Chairman CSR Committee

DIN: 00064750