TVS Electronics Ltd Directors Report.

Your Directors have pleasure in presenting the 25th Annual Report of your Company for the financial year ended 31st March 2020.

Financial Results

The financial performance of the Company for the year ended 31st March 2020 is summarized below. The financial statements for the year have been prepared in accordance with the mandatory accounting standards Ind AS including the new Ind AS 115 on ‘Revenue from Contracts.

Standalone

Particulars Year ended 31st March 2020 Year ended 31st March 2019
Revenue from operations 25,872 275,684
Profit/ (Loss) Before Tax (PBT) and exceptional items 348 1,780
Exceptional items / Extra-ordinary Items (350) (358)
Profit / (Loss) Before Tax (2) 1,422
Profit / (Loss) After Tax (PAT) 39 744
Add: Brought forward from previous year 4,900 4,493
Less: Dividend on equity shares (incl. taxes) (673) (337)
Retained earnings 4,266 4,900

Companys performance

During the financial year 2019-20, the Companys ‘Products and solutions segment has earned revenues of Rs 151 Cr which included some large Project orders during the year. The revenue from ‘Servicetec segment was at Rs 83 crores for the year. The revenues from ‘Distribution was at Rs 25 Cr compared to Rs 2,533 Cr in FY2018-19, which was due to closure of an agreement in July 2018 with a mobile phone manufacturer for online distribution of mobiles, TVs and accessories. Online distribution was a large volume, low margin and volatile business that the Company monitored and managed separately. The revenue earned from this segment during the previous year included such revenues and are not comparable with the current year.

During the year under consideration, the ‘Product & Solutions business vertical refreshed its range of transaction automation products and further strategized to expand its reach into the “Point of Transactions” landscape. The Companys Dot Matrix Printer range has gained added momentum during the year as its market shared improved from 29% to 37% with supplies made to Insurance Companies during the year. Thermal Printer range has gained added momentum during the year as its market share is at 24%. These printers are used largely to print invoices or receipts in modern Retail Stores, Quick Service Restaurants, E-Commerce Platforms, and the Health Care industry, amongst others. As legacy Dot Matrix Printers become more and more obsolete in certain sectors, they are being replaced by sophisticated Thermal range printers where TVS-E is gaining market traction. The market for the Label Printers that print barcodes or QR code labels, and their scanners, TVS-E holds a market share of 14% and 19% respectively. Overall, during the year, the Products BU witnessed a subdued demand for its categories of products reflecting an economy on the verge of recovering from large government policy actions and the economic conditions prevailing from mid of March 2020.

The ‘Servicetec BU had expanded its service footprint across more than 427 districts in India for onsite services and also increased its retail network for customer walk-in services to 200 centers which are more than 40% compared to the previous year. New service offerings in areas of Repair factory, E-recycling, Extended warranty plans and Bio-Medical Equipment services were piloted during FY2020. TVS-E is also scaled up to support L3-L4 repairs for all electronics products including mobility products, IT & consumer electronics segment. The BU also expanded its footprint in newer skills and device categories like Consumer Electronics, Digital signage and classrooms, RO Water Purifiers and Audio products. To escalate the growth, the Company continues in investing in technology, people and infrastructure.

There has been no change in the business of the Company during the financial year ended 31st March, 2020.

Dividend

The Board of Directors at the meeting held on 7th March 2020 has declared an interim dividend of Rs 1.50 per equity share for the financial year ended 31st March 2020. The dividend absorbed 337.31 lakhs, including taxes on 1,86,50,318 Equity Shares of Rs 10/- each and was paid to all the equity shareholders whose names appear in the Register of Members of the Company and depositories as on 17th March, 2020. The payment of the interim dividend was made through electronic mode directly to the Bank account on 20th March, 2020 to those shareholders whose bank details were registered with us. Due to the outbreak of COVID-19 and lockdown imposed by the Government, the Companys Share Transfer Agent (STA) were not able to print and dispatch the Dividend Warrants/Demand Drafts to those shareholders who had not registered their bank account details with us and the same was intimated to the stock exchanges. Subsequently, the Companys STA has arranged for Demand Drafts and commenced to dispatch the same to the shareholders.

The Company has not recommended the final dividend for the financial year 2019-20.

Safety

The Company is fully committed to the ultimate goal of employee safety. The Company has taken various measures to fight against the outbreak of Covid-19 and ensure the safety of its employees & their families, customers and various stakeholders including defining a Standard Operating Procedures (SOP) to ensure necessary health precautionary protocols, implementation of “Work From Home” policy and measures prescribed in the guidelines issued by the Central/State Government and local authorities from time to time. The Company has also conducted various periodic Safety training, safety audit and fire drills for enabling the Company to maintain an accident-free records at its factories for several years.

The Company has implemented strict safety standards at all our facilities and operations, based on global best practices and regulatory requirements. We have well-defined policies (POSH) and standard operating procedures to ensure the safety of women employees inside and outside the campus. These include Safety

Awareness Programs, periodic Fire drill, cab pick-up/ drop facility etc.

The Company has a detailed Emergency Preparedness Program (EPP) towards ensuring the safety of the employees and business continuity during the calamity. The Company also has dedicated medical centers at Head office and Factories to manage any emergency situations.

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/tinreports/ policy/Code%20of%20Conduct.pdf. The Code has been communicated to directors and the 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 31st March, 2020. The Annual Report contains a declaration to this effect signed by the Managing Director.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism, which is overseen by the Audit Committee. The Chairman of the Audit Committee has been appointed as the Ombudsman for the Vigil mechanism. The policy provides a formal mechanism for all directors, employees to report to the management, their genuine concerns or grievances about unethical behaviour, actual or suspected fraud and any violation of the Companys Code of Business Conduct and Ethics policy. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the 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/tinreports/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 TVSE by conducting frequent awareness sessions and also have ensured to obtain 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 are 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 closure of trading window prior to 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 is available on the Companys Website (Code of Conduct: https://www.tvs-e.in/wp-content/ finreports/policy/TVSE_Insider_Trading_CodeofConduct. pdf. Fair Practices Code: https://www.tvs-e.in/wp-content/ finreports/policy/TVSE_Fair_Practices_Code.pdf)

The Company has a Policy for the procedure of inquiry in case of a leak or suspected leak of Unpublished Price Sensitive Information and is available on the Companys Website https://www.tvs-e.in/wp-content/finreports/policy/ TVSE_UPSI_Policy.pdf.

Holding Company

The Holding Company M/s. TVS Investments Private Limited (TVSI) [formerly Sundaram Investment Limited] was converted into a private limited company with effect from 2nd November 2017, vide Order of the National Company Law Tribunal dated 21st June 2017. TVSI holds 59.84% of the outstanding equity in the Company as on 31st March 2020. There is a change of -0.12% in the shareholding percentage of TVSI in our company from the previous financial year due to allotment of 37,500 shares under ESOP Scheme.

Subsidiary Company

The Company does not have any Subsidiary Company as on 31st March, 2020.

During the previous financial year, the Company sold its entire shareholding in Benani Foods Private Limited, erstwhile subsidiary company to Waycool Foods and Products Private Limited and the same was intimated to the Stock Exchanges on 22nd March, 2019. The details in the form of AOC-1 are given as Annexure A to this report.

Consolidated Accounts

The Company does not have any Subsidiary Company/ Joint Venture/Associate Company as on 31st March, 2020 and hence the requirement to Consolidate Accounts is not applicable.

Annual Return

Extract of Annual Return in Form MGT-9 is given as Annexure B to this report. The same shall be available on the website of the Company www.tvs-e.in.

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 31st March 2020 is Rs 18,65,03,180/-consisting of 1,86,50,318 Equity Shares of Rs 10/- each. During the year, the Company has allotted 37,500 Equity Shares of Rs 10 each to Mr. Prakash Katama under ESOP Scheme. Hence, the paid up capital of the Company increased from Rs 18,61,28,180 to Rs 18,65,03,180. The increase in the paid-up share capital was intimated to Ministry of Corporate Affairs and obtained listing approval from the Stock Exchanges.

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 ‘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.

During the year under review, the Company has entered into transactions with M/s TVS investments Private Limited, Promoter/ promoter group which holds 10% or more shareholding in the Company as mentioned in Note 33 of Financial statement for the year ended 31st March 2020.

Omnibus approvals are obtained for related party transactions that 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/ RELATED%20PARTY%20TRANSACTION.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 www.tvs-e.in.

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 of Directors) Rules, 2014, all the Independent Directors have registered their name 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:

Mr. M. Lakshminarayan and Mr. M F Farooqui were appointed as Non-Executive Independent Directors of the Company for the first term of 5 consecutive years with effect from 6th May 2015 to 5th May 2020.

Based on the recommendation of the Nomination and Remuneration Committee and the performance evaluation, the Board of Directors at its meeting held on 8th February, 2020, considered the experience, background and contributions made by them during the tenure of the first term of five consecutive years and were in the view that the continued association of Mr. M Lakshminarayan and Mr. M F Farooqui as Independent Directors would be beneficial to the Company and approved the re-appointment for the second term of five consecutive years with effect from 6th May, 2020, not liable to retire by rotation, subject to the approval of the shareholders.

Mr. M Lakshminarayan will attain the age of 75 years on 7th September, 2021 and as per the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to obtain approval of the shareholders by way of passing special resolution for appointing or continuing the directorship of a person as a non-executive director who has attained the age of 75 years.

The Company has received the consent Letter from Mr. M . Lakshminarayan and Mr. M F Farooqui to act as an Independent Director of the Company and the declaration of Independence, as required under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, declaring that he meets the criteria of Independence and eligible to be considered as Independent Director.

In the opinion of the Board, Mr. M Lakshminarayan and Mr. M F Farooqui fulfils the conditions for appointment of Independent Director as specified in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations and they are not debarred from holding office as a Director, by virtue of any SEBI order or any other such authority.

The Company is seeking approval from the shareholders for the re-appointment of Mr. M Lakshminarayan and Mr. M F Farooqui for the second term of 5 consecutive years with effect from 6th May, 2020 to 5th May, 2025 and Mr. M Lakshminarayan to continue the directorship after attaining the age of 75 years, in the Annual General Meeting to be held on 8th August 2020.

Separate Meeting of Independent Directors

During the year, a separate meeting of Independent Directors was held on 9th November, 2019. The Independent Directors actively participated and provided guidance to the Company in all its spheres.

Retirement by rotation

Mr. D Sundaram (DIN:00016304) Non-Executive NonIndependent Director who will retire by rotation at the ensuing Annual General Meeting of the Company under Section 152(6) of the Companies Act, 2013 has expressed his desire not to seek for the re-appointment on the Board upon expiry of his present term. The Board at its meeting held on 6th June, 2020 accepted his request and placed on record its appreciation for his contribution and valuable guidance provided during his tenure. The Board has recommended not to fill the vacancy for the time being, to be caused by the retirement of Mr. D Sundaram.

Managing Director

The Board of Directors at their meeting held on 11th May, 2018, based on the recommendation of the Nomination and Remuneration Committee (NRC), appointed Mrs. Srilalitha Gopal (DIN: 02329790), as Managing Director of the Company, liable to retire by rotation, for a period of 5 years from 11th May 2018 to 10th May 2023, for a total remuneration of Rs 1.50 Cr p.a., subject to the approval of the shareholders.

Subsequently, the Shareholders in the Annual General Meeting held on 9th August, 2018 approved the appointment by way of passing special resolution.

Mrs. Srilalitha Gopal continues to be the Managing Director of the Company.

Woman Director

In terms of Section 149 of 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 from 10th November 2011 and hence the Company fulfills the requirements of the said section.

In terms of Regulation 17 of SEBI (LODR) Regulations, 2015, the top 500 listed entities shall have at least one Independent Women Director by April 1, 2019 and top 1000 listed entities by April 1, 2020. Though the Company was not in the list of top 500 listed entities as on 31st March, 2019, following good corporate governance, the Board at their meeting held on 7th February, 2019 appointed Mrs. Subhasri Sriram as Independent Women Director and the shareholders approved the appointment at the Annual General Meeting held on 10th August 2019.

Brief resume of Directors

The brief resume of directors proposed to be re-appointed and other relevant information has been furnished in the Notice of Annual General Meeting (AGM). Appropriate resolutions for their re-appointment are being placed for approval of the shareholders at the AGM.

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.

During the year;

a. Mr. K Santosh was appointed as Company Secretary, Key Managerial Personnel of the Company by the Board of Directors at the Board meeting held on 11th May 2019.

b. Mr Karthi Chandramouli, Chief Financial officer of the Company resigned with effect from 30th June, 2019.

Subsequently, based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board at its meeting held on 8th February, 2020, shortlisted Mr. A Kulandai Vadivelu for the position of Chief Financial Officer and he joined the Company with effect from 6th April, 2020. The same was intimated to the Ministry of Corporate Affairs and Stock Exchanges.

Evaluation of the performance

The members of the Nomination and Remuneration Committee (NRC) has carried out an evaluation of its 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 also devised a Policy on Board Diversity detailing the functional, strategic and structural diversity of the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Company review 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) 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 are 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/NOMINATION%20AND%20 REMUNERATION%20POLICY.pdf.

Statutory Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants (FRN:008072S) were appointed as the Statutory Auditors of the Company at the 22nd Annual General Meeting of the Company held on 30th June 2017 for the first term of 5 years to hold office up to the conclusion of the 27th Annual General Meeting.

In terms of the notification issued by Ministry of Corporate Affairs dated 7th May 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 6th June 2020 approved their appointment for the 4th year (2020-21) in their term of 5 years to hold office till the conclusion of 27th Annual General Meeting.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their Report.

Internal Auditors

M/s. Grant Thornton India LLP was appointed as the Internal Auditors for the year 2019-20 and the Board at its meeting held on 6th June, 2020, re-appointed them as the Internal Auditors for the year 2020-21.

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 and 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 1st April 2015.

The Board of Directors at their meeting held on 6th June, 2020, appointed Mr. P Raju Iyer, Cost Accountant, Chennai as the Cost Auditor of the Company, to carry out the cost audit for 2020-21, subject to the ratification by shareholders for the remuneration to be paid in the ensuing Annual General Meeting.

Secretarial Auditors

The Secretarial Auditors of the Company M/s. S A E & Associates LLP, Chennai, Practicing Company Secretaries, Chennai carried out Secretarial Audit for the financial year 2019-20 and the same is annexed as Annexure C.

Clarification to the observations in the Secretarial Audit Report

The Company immediately initiated exploring suitable profiles for filling the position of Chief Financial Officer. However, considering the criticality of the roles and responsibilities of the position, the Company interviewed several profiles and the Board at its meeting held on 8th February, 2020, shortlisted Mr. A Kulandai Vadivelu for the position of Chief Financial Officer, Key Managerial Personnel. Subsequently, Mr. A Kulandai Vadivelu joined the Company with effect from 6th April, 2020.

Other observations are self-explanatory and hence does not call for any further clarification

Employee Stock Option Plan

Mr. Prakash Katama was appointed as Chief Executive Officer on 14th October 2015 with a remuneration of Rs 135 Lakhs and stock options of upto 3,00,000 under ESOP Scheme 2011 with a vesting schedule of 1,50,000 on 31st March, 2018 and remaining 1,50,000 on 31st March, 2020, subject to the evaluation and approval of Nomination and Remuneration Committee of the Company.

Mr. Prakash Katama resigned from the Company with effect from 30th September, 2018 and due to which 1,50,000 options which were due on 31st March, 2020 lapsed. The Nomination and Remuneration Committee at its meeting held on 7th February, 2019 evaluated the performance of Mr. Prakash Katama and approved 37,500 options out of 1,50,000 stock options and the balance 1,12,500 will not vest.

Mr Prakash Katama on 9th August 2019 exercised the said 37,500 Equity Shares and remitted the exercise amount and perquisite TDS.

The Board on 9th September, 2019 passed the resolution through Circulation for allotment of 37,500 Equity Shares to Mr. Prakash Katama under Employees Stock Option Scheme 2011.

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

Credit Rating

The Company has obtained credit rating for the various borrowing facilities from Brickworks Ratings India (P) Ltd., and the same has been renewed.

Transfer to Investor Education and Protection Fund (IEPF)

Unclaimed Dividend:

There was no amount required to be transferred to the IEPF during the year.

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 14th August, 2019, effective from 20th August, 2019 to the 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 the 7th September 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 Standards - English and Makkal Kurral - Tamil) on 14th December, 2019 and subsequently filed the said newspaper publications with the stock exchanges. The said three months time period was completed on 14th March, 2020 (Due Date). Due to the outbreak of Covid-19 and lockdowns imposed by respective state governments, the Companys Share Transfer Agent (STA) was not able to transfer the said shares to IEPF account in the month of March, 2020. However, in the month of June, 2020, the Companys STA will complete the process of transferring 1,78,100 equity shares in respect of which the dividends remained unclaimed/paid 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 are made available in 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)

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 forms part of this report. However, as per the provisions of Section 136(1) of Companies Act, 2013, the annual report is being sent to all the members excluding this statement. This will be made available for inspection through email on receiving the 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 E to this report.

E-Waste Management

The Company is well ahead in terms of e-waste management compliance directed by Government of India with effect from 1st May, 2012. The Company has registered and authorized collection, storage and disposal centers 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 F to the Boards Report.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) activities have been embedded in 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 continued to focus on helping lesser privileged communities in areas like education, health & hygiene, culture & heritage and actively participated in other welfare projects.

The provisions of Section 135 of Companies Act, 2013 became applicable to the Company with effect from 1st April 2017. Accordingly, the Board of Directors of the Company, at their meeting held on 12th May 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 / programs to be undertaken as CSR activities for a minimum amount of Rs 28.21 Lakhs during the financial year 2019-20. The Company has spent around Rs 29.80 Lakhs during the financial year 2019-20 on CSR activities. The details of CSR activities have been provided as Annexure G to this report.

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 is made part of this Annual Report.

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

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 31st March, 2020.

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 and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company

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

Reporting of Fraud

During the year under review, neither the statutory auditors nor the secretarial auditors have 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 the Institute of Company Secretaries of India (“ICSI”).

Other laws

The Company has constituted the internal Committee and complied with the provisions 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 Program: One awareness program was conducted during the womens forum day and e-learning courses* was 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 Company to educate and spread awareness to all the employees of TVSE.

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 2019-20:

The financial statements have been prepared in accordance with the Indian Accounting Standards, which has become applicable to the Company with effective from 1st April 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 31st March, 2020, 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 31st March, 2020 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 31st March, 2020 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 companies TVS Investments Private Limited and T.V.Sundram Iyengar & Sons 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
Gopal Srinivasan
Chennai Chairman
6th June 2020 DIN:00177699