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TVS Electronics Ltd.

BSE: 532513 Sector: Consumer
NSE: TVSELECT ISIN Code: INE236G01019
BSE 00:00 | 18 Oct 175.95 6.95
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NSE 00:00 | 18 Oct 175.15 5.65
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OPEN 172.40
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VOLUME 28832
52-Week high 217.00
52-Week low 87.20
P/E 32.70
Mkt Cap.(Rs cr) 328
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 172.40
CLOSE 169.00
VOLUME 28832
52-Week high 217.00
52-Week low 87.20
P/E 32.70
Mkt Cap.(Rs cr) 328
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

TVS Electronics Ltd. (TVSELECT) - Director Report

Company director report

Your Directors have pleasure in presenting the 26th Annual Report of yourCompany for the financial year ended 31st March 2021.

Financial Results

The financial performance of the Company for the year ended 31st March 2021is summarized below. The financial statements for the year have been prepared inaccordance with the mandatory accounting standards Ind AS.

Standalone

(Rs. in Lakhs)
Particulars Year ended 31st March 2021 Year ended 31st March 2020
Revenue from operations 22460 25872
Profit/ (Loss) Before Tax (PBT) and exceptional items 94 348
Exceptional items/Extraordinary Items - (350)
Profit/(Loss) Before Tax 94 (2)
Profit/(Loss) After Tax (PAT) 77 39
Add: Brought forward from previous year 4266 4900
Less: Dividend on equity shares (incl. taxes) - (673)
Retained earnings 4343 4266

Company's performance

During the financial year 2020-21 the Company's ‘Products & Solutions' &‘Customer Support Services' segments collectively has earned revenues of Rs.208Crores and Profit before ‘Exceptional items' is Rs.0.94 Cr.

The Products & Solutions Business vertical continued to refresh its range ofproducts. The Company's Thermal Printer range has gained added momentum during the year asits market share improved from 24% to 31%. Similarly the Label Printers range has gainedthe market share from 14% to 22% and Barcode Scanners from 19% to 35%.

The Company's Dot Matrix Printers gained added momentum during the year as its marketshare improved from 35% to 40% despite of decline in market volume. The market share ofPassbook printers continued at 38%.

Overall during the year the Products & Solutions Business Vertical has witnesseddemand for its product categories in-line with "V-shaped" economic recovery ofour Country.

The Customer Support Services business vertical focused on digitization to make thebusiness model agile & scalable continued to take initiatives to lower fixed costsand ensured business continuity by proactively framing a detailed SOP for safety of fieldengineers employees and Walk-in Centres. As a result the Customer and Support Servicebusiness vertical turned EBIT positive from September'20 and continued to post positiveEBIT till date.

During the year TVS-E scaled up to support L3-L4 repairs and developed a Repair andRefurbishment factory in Tumkur for Printed Circuit Board Assembly (PCBA) Repair DisplayPanel Repair and to Repair and Refurbish Large and Small Appliances. The Company hasstarted providing refurbishment service to OEMs and e-commerce players and in the processof scaling up on the current products and expanding new product segments for performingrepair and refurbishment services.

The Customer Support Service business continues to expand its footprint in newer skillsand device categories. To escalate the growth the Company continues in investing intechnology people and infrastructure.

There has been no change in the business of the Company during the Financial Year ended31st March 2021.

Dividend

Considering the current position of the Company the Directors do not propose anyDividend for the financial year ended 31st March 2021.

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 definingStandard 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 accident-free record 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 Programsperiodic fire drill cab pick-up/ drop facility etc.

The Company has detailed Emergency Preparedness Program (EPP) towards ensuring thesafety of the employees and business continuity during calamity. The Company also hasdedicated medical centres at the Head Office and Factories to manage any emergencysituations.

Code of Business Conduct and Ethics

The Company has in place the Code of Business Conduct and Ethics for member of theBoard and senior management personnel (the Code) approved by the Board. The Code isavailable on the Company's Website athttps://www.tvs-e.in/wp-content/finreports/policy/Code%20of%20Conduct.pdf. The Code hasbeen communicated to directors and the senior management personnel. All the members of theBoard and senior management personnel have confirmed compliance with the Code of BusinessConduct and Ethics for the year ended 31st March 2021. The Annual Reportcontains a declaration to this effect signed by Managing Director.

Vigil Mechanism/Whistle Blower policy

The Company has established a vigil mechanism which is overseen by the AuditCommittee. The Chairperson of the Audit Committee has been appointed as the Ombudsman forthe Vigil mechanism.

The policy provides a formal mechanism for all directors employees to report to themanagement their genuine concerns or grievances about unethical behaviour actual orsuspected fraud and any violation of the Company's Code of Business Conduct and Ethicspolicy. The Company has also provided direct access to the Chairperson of the AuditCommittee on reporting issues concerning Company. This Policy is amended from time to timeto make it in line with the amendments to the SEBI (Listing Obligations and DisclosureRequirements) Regulations and SEBI (Prohibition of Insider Trading) Regulations. ThePolicy is available on the Company's Website athttps://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 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 isamended 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 are available on the Company's Website.

Code of Conduct for Insider Trading Regulation:

https://www.tvs-e.in/wp-content/finreports/policy/Insider-trading-Code-updated-7-11-2020.pdf

Fair Practices Code:

https://www.tvs-e.in/wp-content/finreports/policy/TVSE Fair Practices Code.pdf

The Company has a Policy for procedure of inquiry in case of leak or suspected leak ofUnpublished Price Sensitive Information and are available on the Company's 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 SundaramInvestment Limited] was converted into a private limited company with effect from 2ndNovember 2017 vide Order of the National Company Law Tribunal dated 21st June 2017. TVSIholds 59.84% of the outstanding equity in the Company as on 31st March 2021.There is no change in the shareholding percentage of TVSI in our company from the previouspreceeding financial year.

Subsidiary Company

The Company does not have any Subsidiary Company as on 31st March 2021. Thedetails in the form of AOC-1 is given as Annexure A to this report.

Consolidated Accounts

The Company does not have any Subsidiary Company/Joint Venture/Associate Company as on31st March 2021 and hence the requirement to Consolidate Accounts is notapplicable.

Annual Return

In terms of the requirements of Section 134(3)(a) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 the copy of the Annual Return in prescribed format isavailable on the website of the Company https://^w.tvs-e.in/wp-content/finreports/annualreportg/2021/TVSE-Exlract-ol-Annualh Return-2020-21.pdf

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 2021 isRs.186503180/-consisting of 18650318 Equity Shares of Rs.10/- each.

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 2021.

Omnibus approvals are obtained for related party transactions which 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%20TRANSACTIQN.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 in 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.

Separate Meeting of Independent Directors

During the year a separate meeting of Independent Directors was held on 7thNovember 2020. The Independent Directors actively participated and provided guidance tothe Company in all its spheres.

Retirement by rotation

Mr. R S Raghavan (DIN : 00260912) Non-Executive Non- Independent Director who willretire by rotation at the ensuring Annual General Meeting of the Company under Section152(6) of Companies Act 2013 has expressed his desire to seek re-appointment on the Boardupon expiry of his present term. The Board at its meeting held on 22nd May2021 accepted his request and recommended for re-appointment.

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 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 1000 listedentities shall have at least one Independent Women Director by April 1 2020. Though theCompany is not in the list of top 1000 listed entities following good corporategovernance the Board at their meeting held on 7th February 2019 appointedMrs. Subhasri Sriram as Independent Women Director and the shareholders approved theappointment at the Annual General Meeting held on 10th August 2019.

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.

Based on the recommendation of Nomination and Remuneration Committee Mr. A KulandaiVadivelu was appointed as Chief financial officer of the Company with effect from 6thApril 2020.

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 meets appropriateperformance benchmarks; and

(c) remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals. The Policy has beenapproved by the Nomination and Remuneration Committee and the Board.

The Nomination and Remuneration Policy is 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.tv8-e.il/wp-content/finreports/pojlcy/NOMINATION%20AND%20REMUNERATION%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 22nd May 2021 approved their appointment for the5th year (2021-22) 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 were appointed as the Internal Auditors for the year2020-21 and the Board at its meeting held on 22nd May 2021 re-appointed themas the Internal Auditors for the year 2021-22.

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 22nd May 2021 appointed Mr.P Raju Iyer Cost Accountant Chennai as the Cost Auditor of the Company to carry out thecost audit for 2021-22 subject to the ratification by shareholders for the remunerationto be paid in the ensuing Annual General Meeting.

Secretarial Auditors

The Secretarial Auditors of the Company V Suresh associates Practicing CompanySecretary Chennai carried out Secretarial Audit for the financial year 2020-21 and thesame is annexed as Annexure B. There is no qualification reported by theSecretarial Auditors in their report for the FY 2020-21.

Based on recommendation of Audit Committee the Board of Directors at the meeting heldon 8th August 2020 appointed M/s V Suresh Associates Chennai as SecretarialAuditors for the financial year 2020-21.

Employee Stock Option Plan

The details of the Stock Options granted under Employees Stock Option Scheme 2011 areprovided in this Report as Annexure C. 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 be transferred bythe 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 Standard-English andMakkal 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 andlockdowns imposed by respective state governments the Company's Share Transfer Agent(STA) was not able to transfer the said shares to IEPF account in the month of March2020. In the month of June 2020 the Company's STA transferred 178100 equity shares inrespect of which the dividends remained unclaimed/unpaid as on the due date to the IEPFaccount. The statement containing the details of name address folio number DematAccount number and number of shares in respect of which dividends are not claimed forseven consecutive years or more is made available in the Company's website viz. www.tvs-e.in for information and necessary action by the shareholders. In case the concernedshareholders wish to claim the shares that has been transferred to the IEPF a separateapplication has to be made to the IEPF Authority in Form IEPF - 5 as prescribed in Rule 7of 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 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 D 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 centres 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 E 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 development of the society through partnerships and continued to focus onto 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 theprojects/programs to be undertaken as CSR activities during the financial year 2020-2021.The Company has spent and undertaken CSR activities during the financial year 2020-2021.The detail of CSR activities has been provided as Annexure F to this report.

Appointment of Integrated Registry Management Services Private Limited (Integrated) asnew RTA of the Company

The Company received termination letter from M/s Sundaram Clayton Limited (oldRegistrar and Share Transfer Agent (RTA) on 1st February 2021. The Board ofDirectors of the Company at its meeting held on 13th February 2021 appointedM/s Integrated Registry Management Services Private Limited (Integrated) Reg. No:INR000000544 as RTA of the Company with effect from 17th March 2021. TheCompany has intimated the initial disclosure about Change of RTA of the Company to theStock exchanges on 13th February 2021 and subsequently updated the developmentsfrom time to time. The Contact details of Integrated are given below. The shareholders arerequested to take note change in RTA and contact Integrated for any assistance andinformation.

Integrated Registry Management Services Private Limited (Integrated)

2nd floor Kences towers

No.1 Ramakrishna street

Off North Usman Road

T nagar Chennai - 600017.

Ph. No: 044- 28140801/ 044 - 28140803

Fax no: 044 - 28142479

Email id: srirams@inegratedindia.in

corpserv@integratedindia.in

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 are made part of this Annual Report.

A Certificate from the Practising Company Secretary regarding compliance of theconditions of Corporate Governance as stipulated in SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is forming part of 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 March2021.

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 has reported any instances of fraud committed against the Company by its officersor employees as specified under Section 143(12) of Companies Act 2013.

Secretarial Standards

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

Other laws:

Disclosure in terms of Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013

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

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 thewomen's 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 byof the Company to educate and spread awareness to all the employees of TVSE.

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

During the year no application has been made and there are no proceeding pending underInsolvency and Bankruptcy Code 2016.

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

No such event has occurred during the year under review.

Details of utilization of funds raised through preferential allotment or qualifiedinstitutions placement as specified under Regulation 32 (7A).

The Company has not raised funds through preferential allotment or qualifiedinstitutions placement during the financial year 2020-2021.

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 2020-21:

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:

1. that in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable Indian accounting standards have been followed and that therewere no material departures;

2. 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 2021 and of the profits of the Company for the year under review;

3. 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;

4. that they had prepared the annual accounts for the year ended 31st March2021 on a "going concern" basis;

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

6. that they had devised proper systems to ensure compliance with the provisions of allapplicable 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
22nd May 2021. DIN:00177699

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