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TVS Electronics Ltd.

BSE: 532513 Sector: Consumer
NSE: TVSELECT ISIN Code: INE236G01019
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OPEN 167.65
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VOLUME 42
52-Week high 192.20
52-Week low 84.00
P/E 397.56
Mkt Cap.(Rs cr) 304
Buy Price 164.45
Buy Qty 18.00
Sell Price 167.00
Sell Qty 16.00
OPEN 167.65
CLOSE 166.30
VOLUME 42
52-Week high 192.20
52-Week low 84.00
P/E 397.56
Mkt Cap.(Rs cr) 304
Buy Price 164.45
Buy Qty 18.00
Sell Price 167.00
Sell Qty 16.00

TVS Electronics Ltd. (TVSELECT) - Director Report

Company director report

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

Financial Results

The financial performance of the Company for the year ended 31st March 2020is summarized below. The financial statements for the year have been prepared inaccordance 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 25872 275684
Profit/ (Loss) Before Tax (PBT) and exceptional items 348 1780
Exceptional items / Extra-ordinary Items (350) (358)
Profit / (Loss) Before Tax (2) 1422
Profit / (Loss) After Tax (PAT) 39 744
Add: Brought forward from previous year 4900 4493
Less: Dividend on equity shares (incl. taxes) (673) (337)
Retained earnings 4266 4900

Company's performance

During the financial year 2019-20 the Company's ‘Products and solutions' segmenthas 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 revenuesfrom ‘Distribution' was at Rs 25 Cr compared to Rs 2533 Cr in FY2018-19 which wasdue to closure of an agreement in July 2018 with a mobile phone manufacturer for onlinedistribution of mobiles TVs and accessories. Online distribution was a large volume lowmargin and volatile business that the Company monitored and managed separately. Therevenue earned from this segment during the previous year included such revenues and arenot comparable with the current year.

During the year under consideration the ‘Product & Solutions' businessvertical refreshed its range of transaction automation products and further strategized toexpand its reach into the “Point of Transactions” landscape. The Company's DotMatrix Printer range has gained added momentum during the year as its market sharedimproved 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 at24%. These printers are used largely to print invoices or receipts in modern RetailStores Quick Service Restaurants E-Commerce Platforms and the Health Care industryamongst others. As legacy Dot Matrix Printers become more and more obsolete in certainsectors they are being replaced by sophisticated Thermal range printers where TVS-E isgaining market traction. The market for the Label Printers that print barcodes or QR codelabels 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 ofproducts reflecting an economy on the verge of recovering from large government policyactions and the economic conditions prevailing from mid of March 2020.

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

There has been no change in the business of the Company during the financial year ended31st March 2020.

Dividend

The Board of Directors at the meeting held on 7th March 2020 has declared aninterim dividend of Rs 1.50 per equity share for the financial year ended 31stMarch 2020. The dividend absorbed ' 337.31 lakhs including taxes on 18650318 EquityShares of Rs 10/- each and was paid to all the equity shareholders whose names appear inthe 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 Bankaccount on 20th March 2020 to those shareholders whose bank details wereregistered with us. Due to the outbreak of COVID-19 and lockdown imposed by theGovernment the Company's Share Transfer Agent (STA) were not able to print and dispatchthe Dividend Warrants/Demand Drafts to those shareholders who had not registered theirbank account details with us and the same was intimated to the stock exchanges.Subsequently the Company's STA has arranged for Demand Drafts and commenced to dispatchthe 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 hastaken various measures to fight against the outbreak of Covid-19 and ensure the safety ofits employees & their families customers and various stakeholders including defininga Standard Operating Procedures (SOP) to ensure necessary health precautionary protocolsimplementation of “Work From Home” policy and measures prescribed in theguidelines 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 firedrills for enabling the Company to maintain an accident-free records at its factories forseveral years.

The Company has implemented strict safety standards at all our facilities andoperations based on global best practices and regulatory requirements. We havewell-defined policies (POSH) and standard operating procedures to ensure the safety ofwomen 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 thesafety of the employees and business continuity during the calamity. The Company also hasdedicated 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 theBoard and senior management personnel (the Code) approved by the Board. The Code isavailable on the Company's Website at https://www.tvs-e.in/wp-content/tinreports/policy/Code%20of%20Conduct.pdf. The Code has been communicated to directors and thesenior management personnel. All the members of the Board and senior management personnelhave confirmed compliance with the Code of Business Conduct and Ethics for the year ended31st March 2020. The Annual Report contains a declaration to this effectsigned by the Managing Director.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism which is overseen by the AuditCommittee. The Chairman of the Audit Committee has been appointed as the Ombudsman for theVigil mechanism. The policy provides a formal mechanism for all directors employees toreport to the management their genuine concerns or grievances about unethical behaviouractual or suspected fraud and any violation of the Company's Code of Business Conduct andEthics policy. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the Company. This Policy is amended from time totime to make it in line with the amendments to the SEBI (Listing Obligations andDisclosure Requirements) Regulations and SEBI (Prohibition of Insider Trading)Regulations. The Policy is available on the Company's Website at https://www.tvs-e.in/wp-content/tinreports/policy/TVSEVigil Blower Mechanism.pdf.

Prevention of Insider Trading

The Company has a Code of Internal Procedures and Conduct for regulating monitoringand reporting of Trading by Insiders in line with SEBI Regulations. The Code has beencommunicated to all the employees of TVSE by conducting frequent awareness sessions andalso have ensured to obtain Annual and One time Disclosure from the designated persons ofTVSE under SEBI (Prohibition of Insider trading) Regulations 2015. The Code of InternalProcedures and Conduct for regulating monitoring and reporting of Trading by Insiders areamended 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 andadhered to by the Board of Directors senior management personnel and the other personscovered under the code. The Company follows closure of trading window prior to publicationof price sensitive information. The Company has adopted Fair Practices Code (FPC) as perthe regulations. Code of Conduct for Insider Trading Regulation and the Fair PracticesCode is available on the Company's 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 suspectedleak of Unpublished Price Sensitive Information and is available on the Company's Websitehttps://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 SundaramInvestment Limited] was converted into a private limited company with effect from 2ndNovember 2017 vide Order of the National Company Law Tribunal dated 21st June2017. TVSI holds 59.84% of the outstanding equity in the Company as on 31stMarch 2020. There is a change of -0.12% in the shareholding percentage of TVSI in ourcompany from the previous financial year due to allotment of 37500 shares under ESOPScheme.

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 BenaniFoods Private Limited erstwhile subsidiary company to Waycool Foods and Products PrivateLimited 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 on31st March 2020 and hence the requirement to Consolidate Accounts is notapplicable.

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 areprovided in the Corporate Governance Report.

Share Capital

The paid up share capital of the Company as on 31st March 2020 is Rs186503180/-consisting of 18650318 Equity Shares of Rs 10/- each. During the yearthe Company has allotted 37500 Equity Shares of Rs 10 each to Mr. Prakash Katama underESOP Scheme. Hence the paid up capital of the Company increased from Rs 186128180 toRs 186503180. The increase in the paid-up share capital was intimated to Ministry ofCorporate 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 inconnection with any loan to any other body corporate or person covered under theprovisions of Section 186 of Companies Act 2013. The details of investments made by theCompany are given in the financial statements.

Related Party Transactions

All the related party transactions entered into are on ‘arm's length' basis and inthe ordinary course of business and are in compliance with the provisions of the CompaniesAct 2013 and the SEBI (LODR) Regulations 2015.

None of the transactions are in the nature of having any potential conflict with theinterests of the Company at large. There were no material related party transactionsduring the year.

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

Omnibus approvals are obtained for related party transactions that are repetitive innature. In respect of unforeseen transactions specific approvals are obtained. Allrelated party transactions are approved / reviewed by the Audit Committee on a quarterlybasis 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 theCompany's 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 notliable to retire by rotation. The Company has received declarations from all theIndependent Directors of the Company confirming that they meet the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 and theprovisions of SEBI (LODR) Regulations. 2015. The terms of appointment of IndependentDirectors are available on the Company's website www.tvs-e.in.

The Company has not appointed any new Independent Director during the year. In theopinion of the Board the existing Independent Directors are with sufficient integrityexpertise and experience. As per the provisions of Rule 6 of The Companies (Appointmentand Qualifications of Directors) Rules 2014 all the Independent Directors haveregistered their name in the databank maintained by the Indian Institute of CorporateAffairs and the Independent Directors will evaluate their past experiences and completethe online proficiency test if applicable.

Re-appointment of Independent Directors:

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

Based on the recommendation of the Nomination and Remuneration Committee and theperformance evaluation the Board of Directors at its meeting held on 8thFebruary 2020 considered the experience background and contributions made by themduring the tenure of the first term of five consecutive years and were in the view thatthe continued association of Mr. M Lakshminarayan and Mr. M F Farooqui as IndependentDirectors would be beneficial to the Company and approved the re-appointment for thesecond term of five consecutive years with effect from 6th May 2020 notliable to retire by rotation subject to the approval of the shareholders.

Mr. M Lakshminarayan will attain the age of 75 years on 7th September 2021and 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 wayof passing special resolution for appointing or continuing the directorship of a person asa 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 FFarooqui to act as an Independent Director of the Company and the declaration ofIndependence as required under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 declaring that hemeets 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 theconditions for appointment of Independent Director as specified in the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations and they are notdebarred from holding office as a Director by virtue of any SEBI order or any other suchauthority.

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

Separate Meeting of Independent Directors

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

Retirement by rotation

Mr. D Sundaram (DIN:00016304) Non-Executive NonIndependent Director who will retire byrotation at the ensuing Annual General Meeting of the Company under Section 152(6) of theCompanies Act 2013 has expressed his desire not to seek for the re-appointment on theBoard upon expiry of his present term. The Board at its meeting held on 6thJune 2020 accepted his request and placed on record its appreciation for his contributionand valuable guidance provided during his tenure. The Board has recommended not to fillthe 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 therecommendation of the Nomination and Remuneration Committee (NRC) appointed Mrs.Srilalitha Gopal (DIN: 02329790) as Managing Director of the Company liable to retire byrotation for a period of 5 years from 11th May 2018 to 10th May2023 for a total remuneration of Rs 1.50 Cr p.a. subject to the approval of theshareholders.

Subsequently the Shareholders in the Annual General Meeting held on 9thAugust 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 womandirector on its Board. Mrs. Srilalitha Gopal Managing Director is already on the Board ofthe Company from 10th November 2011 and hence the Company fulfills therequirements of the said section.

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

Brief resume of Directors

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

Key Managerial Personnel (KMPs)

In terms of Section 2(51) and Section 203 of the Companies Act 2013 Mrs. SrilalithaGopal Managing Director Mr. A Kulandai Vadivelu Chief Financial Officer and Mr. KSantosh Company Secretary are the Key Managerial Personnel of the Company as on date ofthis report.

During the year;

a. Mr. K Santosh was appointed as Company Secretary Key Managerial Personnel of theCompany 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 effectfrom 30th June 2019.

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

Evaluation of the performance

The members of the Nomination and Remuneration Committee (NRC) has carried out anevaluation of its own performance that of the Chairman Managing Director Directorsindividually including independent Directors Board the sub committees of the Board KeyManagerial Personnel and Senior Managerial Personnel. The Board evaluated the performanceof the Independent Directors. The manner in which the evaluation has been carried out isexplained in the Corporate Governance report.

The Company has also devised a Policy on Board Diversity detailing the functionalstrategic and structural diversity of the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Company review the composition of theBoard to ensure that there is an appropriate mix of abilities experience and diversityto serve the interests of the shareholders of the Company.

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

The Policy ensures that (a) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to run theCompany successfully; (b) relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and (c) remuneration to directors key managerialpersonnel and senior management involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of theCompany and its goals. The Policy has been approved by the Nomination and RemunerationCommittee and the Board.

The Nomination and Remuneration Policy are amended from time to time to make it in linewith the amendments to SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

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 asthe Statutory Auditors of the Company at the 22nd Annual General Meeting of theCompany held on 30th June 2017 for the first term of 5 years to hold office upto the conclusion of the 27th Annual General Meeting.

In terms of the notification issued by Ministry of Corporate Affairs dated 7thMay 2018 the requirement of obtaining shareholder's ratification every year has been doneaway with and requires only the Board approval. Accordingly the Board of Directors of theCompany at its meeting held on 6th June 2020 approved their appointment for the4th year (2020-21) in their term of 5 years to hold office till the conclusionof 27th Annual General Meeting.

There is no qualification reservation adverse remark or disclaimer by the StatutoryAuditors in their Report.

Internal Auditors

M/s. Grant Thornton India LLP was appointed as the Internal Auditors for the year2019-20 and the Board at its meeting held on 6th June 2020 re-appointed themas the Internal Auditors for the year 2020-21.

Cost Auditors

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

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

Secretarial Auditors

The Secretarial Auditors of the Company M/s. S A E & Associates LLP ChennaiPracticing Company Secretaries Chennai carried out Secretarial Audit for the financialyear 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 positionof Chief Financial Officer. However considering the criticality of the roles andresponsibilities of the position the Company interviewed several profiles and the Boardat its meeting held on 8th February 2020 shortlisted Mr. A Kulandai Vadivelufor the position of Chief Financial Officer Key Managerial Personnel. Subsequently Mr. AKulandai Vadivelu joined the Company with effect from 6th April 2020.

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

Employee Stock Option Plan

Mr. Prakash Katama was appointed as Chief Executive Officer on 14th October2015 with a remuneration of Rs 135 Lakhs and stock options of upto 300000 under ESOPScheme 2011 with a vesting schedule of 150000 on 31st March 2018 andremaining 150000 on 31st March 2020 subject to the evaluation and approvalof Nomination and Remuneration Committee of the Company.

Mr. Prakash Katama resigned from the Company with effect from 30thSeptember 2018 and due to which 150000 options which were due on 31st March2020 lapsed. The Nomination and Remuneration Committee at its meeting held on 7thFebruary 2019 evaluated the performance of Mr. Prakash Katama and approved 37500 optionsout of 150000 stock options and the balance 112500 will not vest.

Mr Prakash Katama on 9th August 2019 exercised the said 37500 Equity Sharesand remitted the exercise amount and perquisite TDS.

The Board on 9th September 2019 passed the resolution through Circulationfor allotment of 37500 Equity Shares to Mr. Prakash Katama under Employees Stock OptionScheme 2011.

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

Credit Rating

The Company has obtained credit rating for the various borrowing facilities fromBrickworks 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 alongwith Rule 6 of the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 all shares in respect of which dividend has not beenpaid or claimed for seven consecutive years or more shall be transferred by the Company inthe name of IEPF. Further pursuant to the new explanation inserted on 14th August 2019effective from 20th August 2019 to the Rule 6 - (Manner of transfer of shares undersub-section 6 of section 124 to the Fund) of IEPF Authority (Accounting Audit Transferand Refund) Rules 2016 it is clarified that all shares in respect of which dividend hasbeen transferred to IEPF on or before the 7th September 2016 shall also betransferred by the Company to IEPF.

Based on the provisions of the Act Rules and explanations the Company dispatchednotice through registered post to the respective shareholders to apply for the unclaimeddividends within three months from the date of the notice to avoid transfer of shares toIEPF. The said notice was also published in the newspapers (Business Standards - Englishand Makkal Kurral - Tamil) on 14th December 2019 and subsequently filed the saidnewspaper publications with the stock exchanges. The said three months' time period wascompleted on 14th March 2020 (Due Date). Due to the outbreak of Covid-19 and lockdownsimposed by respective state governments the Company's Share Transfer Agent (STA) was notable to transfer the said shares to IEPF account in the month of March 2020. However inthe month of June 2020 the Company's STA will complete the process of transferring178100 equity shares in respect of which the dividends remained unclaimed/paid as on thedue date to the IEPF account. The statement containing the details of name address folionumber Demat Account number and number of shares in respect of which dividends are notclaimed for seven consecutive years or more are made available in the Company's websiteviz. www.tvs-e.in for information and necessary action by the shareholders. In case theconcerned shareholders wish to claim the shares that have been transferred to the IEPF aseparate application has to be made to the IEPF Authority in Form IEPF - 5 as prescribedin 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) ofCompanies Act 2013 and the rules thereunder forms part of this report. However as perthe provisions of Section 136(1) of Companies Act 2013 the annual report is being sentto all the members excluding this statement. This will be made available for inspectionthrough email on receiving the request from the member.

Comparative analysis of remuneration paid

A comparative analysis of remuneration paid to Directors and employees with theCompany's 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 byGovernment of India with effect from 1st May 2012. The Company has registeredand authorized collection storage and disposal centers in the required locations and hascomplied with the statutory requirements relating to E-Waste Management.

Report on energy conservation technology absorption foreign exchange and research anddevelopment

Information relating to energy conservation technology absorption foreign exchangeearned and spent and research and development activities undertaken by the Company inaccordance with the provisions of Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are given in Annexure F to the Board's Report.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) activities have been embedded in the value systemof the Company for many decades. The Company continues to be actively engaged in CSRinitiatives for the development of the society through partnerships and continued to focuson helping lesser privileged communities in areas like education health & hygieneculture & heritage and actively participated in other welfare projects.

The provisions of Section 135 of Companies Act 2013 became applicable to the Companywith effect from 1st April 2017. Accordingly the Board of Directors of theCompany at their meeting held on 12th May 2017 constituted the CSR Committeethe 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 duringthe financial year 2019-20. The Company has spent around Rs 29.80 Lakhs during thefinancial year 2019-20 on CSR activities. The details of CSR activities have been providedas Annexure G to this report.

Corporate Governance

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

A Certificate from the Practising Company Secretary regarding the compliance of theconditions of Corporate Governance as stipulated in SEBI (Listing Obligations andDisclosure 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 ofSections 73 to 76 of the Companies Act 2013 for the year ended 31st March2020.

Material changes and commitments

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.

Significant and material orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status of the Company

There are no significant and material orders passed by the regulators or courts ortribunals which would impact the going concern status of the Company and its futureoperations

Reporting of Fraud

During the year under review neither the statutory auditors nor the secretarialauditors have reported any instances of fraud committed against the Company by itsofficers 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 theInstitute of Company Secretaries of India (“ICSI”).

Other laws

The Company has constituted the internal Committee and complied with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

During the year under review Number of complaints received in the year: Nil Numberof complaints disposed off during the year: NA Number of cases pending for more than 90days: Nil

Number of Workshop or awareness Program: One awareness program was conducted during thewomen's 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 bythe 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 systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors and external consultants advisors of the Company and the reviewsperformed by Management and the relevant Board Committees including the Audit Committeethe Board is of the opinion that the Company's internal financial controls with referenceto the financial statements were adequate and effective during the financial year 2019-20:

The financial statements have been prepared in accordance with the Indian AccountingStandards which has become applicable to the Company with effective from 1stApril 2017.

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

i. that in the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable Indian accounting standards have been followed and that therewere no material departures;

ii. that they had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year 31stMarch 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 adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. that they had prepared the annual accounts for the year ended 31stMarch 2020 on a “going concern” basis;

v. that they had laid down internal financial controls which are adequate and areoperating effectively;

vi. that they had devised proper systems to ensure compliance with the provisions ofall 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 ofall the employees.

The Directors would also like to express their grateful appreciation for the assistanceand co-operation received from the customers dealer partners business partners bankersand 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 bythem in the Company.

For and on behalf of the Board
Gopal Srinivasan
Chennai Chairman
6th June 2020 DIN:00177699

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