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TVS Srichakra Ltd.

BSE: 509243 Sector: Auto
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OPEN 2250.00
52-Week high 2588.00
52-Week low 1470.00
P/E 36.45
Mkt Cap.(Rs cr) 1,628
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2250.00
CLOSE 2230.75
52-Week high 2588.00
52-Week low 1470.00
P/E 36.45
Mkt Cap.(Rs cr) 1,628
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

TVS Srichakra Ltd. (TVSSRICHAK) - Director Report

Company director report

Dear Members

The Board of Directors submit the report of the business and operationsof your Company (hereinafter referred as "Company" or "TVS Srichakra")-along with the audited financial statements for the financial year ended March 31 2021.The consolidated performance of the Company and its subsidiaries has been referred towherever required.


Rs. in Crores

Standalone Consolidated
Particulars Year ended 31st March 2021 Year ended 31st March 2020 Year ended 31st March 2021 Year ended 31st March 2020
Sales & Other Income 1881.14 2061.72 1944.42 2113.93
Profit before finance cost and depreciation 228.83 223.36 233.86 225.48
Less: Finance Cost 31.00 35.93 32.05 37.88
Depreciation 101.14 97.66 103.81 100.17
Profit after finance cost and depreciation 96.69 89.77 98.00 87.43
Less: Exception items 0.23 - 0.23 -
Profit before taxation 96.46 89.77 97.77 87.43
Less: Provision for
Income tax 30.29 27.75 30.66 27.63
Deferred tax (6.59) (22.40) (6.71) (22.47)
Profit after tax 72.76 84.42 73.82 82.27
Profit/ (Loss) attributable to the Non-Controlling Interest - - (0.10) (0.07)
Profit/ (Loss) attributable to the owners - - 73.92 82.34
Surplus brought forward from Previous Year 686.91 668.07 667.29 650.61
Re-measurement of post-employment benefit obligation (net of tax) 3.81 (0.46) 3.83 (0.54)
Dividend paid - (46.01) - (46.01)
Dividend Tax paid - (9.46) - (9.46)
Impact of IND AS 116 - Lease Rentals - (9.65) - (9.65)
Balance carried to Balance Sheet 763.48 686.91 745.04 667.29

During the year under review your Company's focus was ondeveloping the aftermarket and increasing market share consolidating and increasing itspresence with OEMs - particularly in the premium segments and building its presence in theexport markets. With this in mind numerous branding activities were initiated in allmajor markets. Your Company also showcased its Research & Development capabilitieswith OEMs and other customer segments in order to expand the range and reach towardsfulfilment of its objectives.

Your Company has successfully designed developed produced and testedtyres for vehicles used in competitive racing. Your Company continues to stress theimportance of application of contemporary technology in its new product developmentprogram.

Various modernization initiatives were initiated and are beingimplemented in the Company's manufacturing facilities targeted at enhancing agilityand flexibility to meet dynamic and evolving market requirements.

Towards the end of the year your Company like others was impacted bythe onset and brisk spread of COVID 19 pandemic. Timely efforts taken by the Companybacked by consistent and continuous review of the various metrics and measures announcedby the Government helped the Company to tide over the situation as best as possible andrestart the operations in a safe mode and in a phased manner.

Standalone Performance

During the year under review on standalone basis your Companyrecorded a net revenue from operations of Rs. 1875.83 crores a decrease of 8.60% overlast year. The Company achieved a net profit of Rs. 72.76 crores during the current yearrepresenting a decrease of 13.81% compared to last year.


On a consolidated basis your Company registered a turnover of ^1939.21crores a decrease of 7.82%. The Company's consolidated net profit stood at ^73.82crores as against the previous year's net profit of ^82.27 crores a reduction of10.27%.

Highlights of performance of subsidiaries and their contribution to theoverall performance of the Company

TVS Srichakra Investments Limited (TSIL) a wholly owned subsidiary ofyour Company recorded a net loss of Rs. 0.87 crores (previous year net loss of Rs. 1.35crores). Interest on Optionally Convertible Debentures (OCDs) was waived during the yearended 31st March 2021.

TVS Sensing Solutions Private Limited (TSSPL) a wholly ownedsubsidiary of TSIL recorded a net operational turnover of Rs. 63.05 crores during the yearunder review showing an increase of Rs. 11.37 crores compared to the previous year. TSSPLrecorded a EBITDA of Rs. 6.67 crores as against Rs. 3.53 crores for the previous year.

Fiber Optic Sensing Solutions Private Limited (FOSSPL) a subsidiary ofTSSPL recorded a net operational turnover of Rs. 0.59 crore.

FOSSPL also made an EBIDTA of Rs. (0.97) crore during the first year ofits operations and its accounts have been consolidated with that of TVS Srichakra Limited.

Subsidiary/Associate companies

The audited accounts of the following subsidiary companies have beenconsolidated with the Company as on 31st March 2021.

TVS Srichakra Investments Limited (TSIL) TVS Sensing Solutions Private Limited (TSSPL) (formerly known as ZF Electronics TVS (India) Private Limited) - subsidiary of TSIL Fiber Optic Sensing Solutions Private Limited - subsidiary of TSSPL

Your Company had invested Rs. 44.59 crore by subscribing to 445900Optionally Convertible Debentures (OcDs) of Rs. 1000 each in TVS Srichakra InvestmentsLimited (the wholly owned subsidiary) in the year 2016. As per the terms and conditions ofthe issue the OCDs along with interest accrued were converted into 4042092 equityshares during the year.

The consolidated financial statements of the Company for the year ended31st March 2021 are prepared in compliance with the applicable provisions of the CompaniesAct 2013 (Act) Indian Accounting Standards and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI LODR). Theaudited consolidated financial statements along with all relevant documents and theAuditor's Report thereon form part of Annual Report and may be accessed on theCompany's website

Pursuant to Section 129(3) of the Act a statement containing salientfeatures of the financial statement of the subsidiaries in the prescribed Form AOC-1 isattached as Annexure 1.The Financial Statements of the subsidiary companies are availablefor inspection by the Members at the Registered Office of the Company pursuant to theprovisions of Section 136 of the Act. The Company shall provide free of cost a copy ofthe financial statement of its subsidiary companies to the Members upon their request. Thefinancial statements of the subsidiary companies are also available on the website of theCompany at


Your Company was certified for Occupational Health & SafetyStandard ISO 45001. This is in addition to the Certification of Ouality (lATF 16949) &Environmental (ISO 14001) Management Standards.


In fiscal 2020 when the COVID-19 pandemic first broke the Companyreacted immediately to provide support to all its stakeholders including workforceclients and the community at large.

The health and safety of the employees and workers became a priorityand bearing that in mind your Company had temporarily suspended operations at its plantsand other locations as per the directives of the Government.

The nation-wide lock down which followed affected the businessoperations and performance globally.

India is now experiencing a massive second wave of a more severeCovid-19 infection.

At TVS Srichakra even amidst an unprecedented global crisis wecontinue to balance success as a business with exemplary governance and responsiveness tothe needs of all our stakeholders. Your Company has periodically assessed the impact ofCOVID-19 on business performance and disclosed to the extent possible the impact in itsquarterly results in line with the directions of SEBI.


The Company has a robust track record of rewarding its shareholderswith a generous dividend pay-out. For the Financial Year 2020-21 the Board hasrecommended a final dividend of Rs. 30/- (300%) per equity share.

The Dividend recommendation is in accordance with the DividendDistribution Policy of the Company and available at the Investors Section of theCompany's website at

The final dividend which will result in a total pay out of Rs. 22.97crores if approved at the ensuing Annual General meeting shall be paid to the eligiblemembers within the prescribed timelines.

Transfer to Reserves

The Company does not propose to transfer any amount to general reservein respect of financial year 2020-21.


The Company has neither accepted nor renewed any deposits in terms ofChapter V of the Act read with the Companies (Acceptance of Deposits) Rules 2014 duringthe Financial Year 2020-21.

Related Party Transactions

The Policy on Related Party Transactions has been uploaded on thewebsite of the Company at

During the Financial Year ended March 31 2021 all transactions withthe Related Parties as defined under the Companies Act 2013 read with Rules framedthereunder were in the ‘ordinary course of business' and ‘at arm'slength' basis.

During the year under review there has been no materially significantRelated Party Transactions having potential conflict with the interest of the Company.Details of the transactions with Related Parties if any as required under Section134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014 are given in Annexure 2 in Form AOC-2 and forms part of this Report.

Further your Company does not have a ‘Material Subsidiary'as defined under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

Particulars of Loans Guarantees or Investments

Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the Notes to the financial statements provided in theAnnual Report.

Risk Management

The risk in the current business environment is changing rapidly aswell as dynamically including the dimensions of cyber security information securitybusiness continuity data privacy and large deal execution. Your Company has deployed arobust risk management framework which helps to proactively identify prioritize andmitigate risks.

Material changes and commitments affecting the financial positionbetween the end of the financial year and the date of the report.

No material changes and commitments have occurred between the end ofthe financial year and the date of this Report which affect the financial position of theCompany in respect of the reporting year.


Overall the Industrial Relations in all our manufacturing units havebeen harmonious and cordial. Both production and productivity were maintained at desiredand satisfactory levels throughout the year in all plants.

Capital Expenditure During the year under review the Capital Expenditure for FY 2020-21 was Rs. 78.19 Crores.
Finance Your Company has a robust working capital management process that facilitates continuous monitoring and control over receivables payables and other parameters. Cash and cash equivalent as of 31st March 2021 was Rs. 2.97 Crores. Your Company has listed its Commercial Paper for Rs. 200 crores in BSE Ltd in July 2020 and repaid & redeemed the same in September 2020.
Change in nature of business There has been no change in the nature of business of the Company during the year under review.
Share capital There is no change in the capital structure of the Company and the paid-up capital of the Company is Rs. 76570500 comprising of 7657050 equity shares of Rs. 10 each fully paid up.
Issue of equity shares with differential rights The Company has not issued equity shares with differential rights as to dividend voting or otherwise.


TVS Srichakra promotes a collaborative transparent and participativeorganization culture duly rewarding merit and sustained high performance.

Particulars of Employees and Related Disclosures

In terms of the first proviso to Section 136 of the Act these Reportsand Accounts are being sent to the shareholders excluding the information required underRule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. Any shareholder interested in obtaining the same may write to the CompanySecretary.

The said information is available for inspection by the Members at theRegistered Office of the Company on any working day of the Company up to the date of the38th Annual General Meeting. The statement containing information as required under theprovisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given in Annexure-3 and formspart of this Report.

Prevention of sexual harassment at workplace

TVS Srichakra is known for providing a safe and secure environment toits women employees across its functions and other women stakeholders as women areconsidered as an integral and important part of the organization. In terms of provisionsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and Rules framed thereunder your Company has duly adopted a Policy and has alsoconstituted an Internal Complaints Committee (ICC) to consider and resolve sexualharassment complaints reported by women.

The ICC has worked extensively on creating awareness through campaignsacross all its manufacturing units warehouses and office premises to encourage itsemployees to be more responsible and alert while discharging their duties. During theyear there was no complaint of sexual harassment received by the ICC.

Issue of sweat equity shares and Employee stock options

The Company has not issued shares to the employees of the Company underany scheme (sweat equity or stock options).

Our corporate governance practices are reflective of the culture of theorganization grown over the years to deliver optimum shareholder value legally andethically. The Company adheres to Corporate Governance requirements set out by theSecurities and Exchange Board of India (SEBI) in letter and spirit. Our Corporategovernanoe report for fiscal 2021 forms part of this Annual report.

Board diversity

The Company embraces the importance of a diverse Board in its success.The details on Board diversity are available in the Corporate governance reportthat forms part of the Annual Report.

Meetings of the Board

An annual calendar of Board and Committee Meetings for the fiscal 2021was circulated in advance to the Directors. The Board of Directors met 9 (nine) timesduring the year ended 31st March 2021. The details of the Board Meetings and theattendance of the Directors are provided in the Corporate Governance Reportforming part of this Report.

Remuneration Policy

The details of Board and Committee composition tenure of directorsareas of expertise and other details are available in the Corporate Governance Report thatforms part of the Annual Report. On the recommendation of the Nomination and RemunerationCommittee (NRC) the Board has adopted and framed a policy on Director's appointment andremuneration including remuneration for Senior Management covering Key ManagerialPersonnel and other employees in line with the provisions of Companies Act 2013 and SEBI(LODR) Regulations which is available on our website at

We affirm that the remuneration paid to Executive/ IndependentDirectors is in line with the above policy and Non-Executive Directors are compensated byway of profit-sharing commission and sitting fees for attending the Board/CommitteeMeetings.

Declaration by Independent Directors

The Company has received necessary declaration from independentdirectors under Section 149 (7) of the Companies Act 2013 and SEBI (LODR) Regulations(including statutory reenactment(s) thereof for the time being in force) that they meetthe criteria of independence laid down in Section 149 (6) of the Companies Act 2013 andSEBI (LODR) regulations.

Board Evaluation

As per the provisions of the Companies Act 2013 and SEBI (LODR)Regulations the evaluation process for the performance of the Board its Committees andIndividual Directors was carried out internally. The evaluation process inter aliacomprises of parameters like attendance of Directors at Board Committee Meetings andAnnual General Meeting effective participation domain knowledge etc. The performanceevaluation of the Chairman and Non-Independent Directors was carried out by IndependentDirectors. The evaluation parameters and the process have been explained in the CorporateGovernance Report.

Familiarization Programme for Independent Directors

All new Independent Directors inducted into the Board are orientedthrough periodic presentations on business strategy and updates on the performance of theCompany. This apart various programmes are organized to familiarize Independent Directorswith the Company their responsibilities in the Company nature of the industry in whichthe Company operates business model of the Company and related matters. The details ofthe familiarization programme are provided in the Corporate Governance Report.


During the year under review shareholders vide postal ballot (throughe-voting) dated 20th July 2020 approved the re-appointment of Mr. R Naresh ManagingDirector (designated as Executive Vice Chairman) of the Company for a period of three (3)years with effect from 16th June 2020 and Ms. Shobhana Ramachandhran as ManagingDirector of the Company for a period of five (5) years with effect from 25th August 2020.


Inductions ^

Ms. S V Mathangi (DIN:02596421) was appointed to the Board as anIndependent Director effective 1st April 2020 for a period of 3 (three) consecutive yearsduly approved by the members through postal ballot. In the opinion of the Board shebrings valuable experience expertise integrity and proficiency. She has passed theonline proficiency self-assessment test conducted by the Institute notified undersub-section (1) of Section 150.

Mr. S. Ravichandran (DIN:01485845) and Mr. P. Srinivasavaradhan(DIN:08701214) were appointed as Non-Executive Non-Independent Directors of the Companyduly approved by the members of the Company at its Annual General Meeting held on 16thSeptember 2020. ^^B

Director liable to retire by rotation

As per the provisions of the Companies Act 2013 Mr S Ravichandran(DIN:01485845) Director of the Company whose office is liable to retirement at theensuing AGM being eligible seeks reappointment. Based on performance evaluation and therecommendation of the Nomination and Remuneration Committee the Board recommends hisreappointment. The notice convening the 38th Annual General Meeting sets out the details.


Mr. P. Vijayaraghavan Non-Executive Non Independent Director of theCompany ceased to be the Director of the Company with effect from 8th July 2020 owing tohis sudden demise. The Directors place on record their deep appreciation for theinvaluable contribution and guidance received during his tenure as a Director on the Boardand as Member of various Committees of the Board. During the year under review there wereno changes in the positions of Key Managerial Personnel other than the disclosure madeunder Reappointment of Directors.

Vigil Mechanism

Over the years your Company has established a reputation of doingbusiness with integrity and displays zero tolerance towards any form of unethicalbehaviour. "Whistle Blower Policy" (WBP) is the vigilance mechanism institutedby the Company to report concerns about unethical behaviour in compliance with therequirements of the "the Act" and "SEBI LODR" and provides adequatesafeguard against victimization of persons who use such mechanism. The whistle-blowerpolicy is put on the Company's website and can be accessed at:

No instances were reported under this mechanism and details about thispolicy are available in the Corporate Governance Report.


Audit Committee

The Audit Committee comprises of 4 (four) members. The Chairman of theCommittee is an Independent Director. The Committee met 8 (eight) times during the year.The Committee comprises of Mr M S Viraraghavan as Chairman Mr H Janardana Iyer Mr RaseshR Doshi and Mr. S. Ravichandran as members. The Company also constituted certainCommittees of Directors as per the mandatory requirements of SEBI (LODR) Regulationsdetails of which are disclosed in the Corporate Governance Report. During the year allrecommendations made by Committees were approved by the Board.

Managerial Remuneration

Neither the Managing Director nor the Managing Director designated asExecutive Vice Chairman of the Company receive any remuneration or commission from any ofits subsidiaries.

Internal Financial Controls and its adequacy

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of fraud error reporting mechanismsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures. These controls include well documented procedures coveringfinancial and operational functions. These controls are assessed on a regular basis byInternal Audit for its adequacy.

Significant and Material Orders

No significant or material orders were passed by the regulators orcourts or tribunals impacting the going concern status and Company's operation infuture. There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.There was no instance of onetime settlement with any Bank or Financial Institution.

Reporting of Frauds by Auditors

During the year under review none of the Statutory Auditors InternalAuditor Cost Auditor and Secretarial Auditor have reported to the Audit Committee underSection 143 (12) of the Act any instances of fraud committed against the Company by itsofficers or employees.

Annual Return

In accordance with the Act the annual return in the prescribed formatis available at

Secretarial Standards

The Company complies with all applicable Secretarial Standards issuedby the Institute of Company Secretaries of India.

Listing on stock exchanges

The Company's shares are listed on BSE Limited and the NationalStock Exchange Limited. The Company has paid listing fees for the Financial Year 2020-21to the stock exchanges where its equity shares are listed.

Investor Education and Protection Fund (IEPF)

During the year the Company has transferred the unclaimed andun-encashed dividends of Rs. 1351515/-. Further 7427 shares on which dividends wereunclaimed for seven consecutive years were transferred as per the requirements of the IEPFRules. The details of such shares are uploaded on IEPF website and are also available onour website at

Directors' Responsibility Statement

In terms of Section 134(5) of the Act your Directors to the best oftheir knowledge and belief state that:

In the preparation of the annual accounts the applicable accountingstandards had been ^ followed along with proper explanation relating to materialdepartures if any.

The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period.


The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.


The Directors had prepared the annual accounts on a goingconcern basis.

The Directors had laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively and

The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Audit Reports and Auditors

The Auditors' Report for fiscal 2021 does not contain any qualification reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report. The Secretarial Auditors' Report for fiscal 2021 does not contain any qualification reservation or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure 4 to the Board's report. The Auditor's certificate confirming compliance with conditions of corporate governance as stipulated under SEBI (LODR) Regulations for fiscal 2021 is attached to the report on Corporate Governance.


Statutory Auditors

Under Section 139 of the Act and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the provisions of the Companies Act 2013. In line with the requirements of theCompanies Act 2013 M/s. PKF Sridhar & Santhanam LLP Chartered Accountants (FirmRegistration No. 003990S/S200018) was appointed as the statutory auditors of the Companyto hold office for a term of 5 (five) consecutive years from the conclusion of the 34thAGM until the conclusion of 39th AGM of the Company. The requirement for annualratification of auditors' appointment at the AGM has been omitted pursuant toCompanies (Amendment) Act 2017 notified on 7th May 2018.

During the year the statutory auditors have confirmed that theysatisfy the independence criteria required under the Companies Act 2013.

Cost Auditors

In terms of Section 148 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 cost records are made and maintained by the Company as specifiedby the Central Government under sub-section (1) of Section 148 of the Act.

Dr I Ashok Practicing Cost Accountant is appointed as Cost Auditor ofthe Company for Fiscal 2022 by the Board based on the recommendation of the AuditCommittee as required under Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time. A resolutionseeking Members' ratification for the remuneration payable to the Cost Auditor formspart of item 4 of the Notice of 38th AGM and the same is recommended for yourconsideration and ratification.

A Certificate from Dr. I Ashok Cost Accountant has been received tothe effect that his appointment as Cost Auditor of the Company if made would be inaccordance with the limits specified under Section 141 of the Act and Rules framedthereunder.

Secretarial Auditors

Mr N Balachandran Practicing Company Secretary is appointed asSecretarial auditor of the Company for fiscal 2021 as required under Section 204 of theCompanies Act 2013 and Rules thereunder.


Corporate Social Responsibility (CSR) initiatives of the Company areaimed at inclusive development of the community at large through a range of socialinterventions enhancing skills and building social infrastructure to improve thelivelihood of the beneficiaries. The CSR Committee constituted in accordance with Section135 of the Companies Act 2013 has developed and implemented the Corporate SocialResponsibility policy. The CSR Committee comprises of Ms. Shobhana Ramachandhran Mr V.Ramakrishnan and Mr. Rasesh R Doshi. The Committee inter alia monitors the CSRactivities.

The Company's CSR policy is available on our website at

The Annual Report on our CSR Activities is appended as Annexure 5 tothe Board's report. The Company undertakes CSR initiatives in compliance withSchedule VII to the Act.

During the fiscal 2021 the Company spent the entire budgeted CSR spendof Rs. 2.75 crores. The highlights of the initiatives undertaken by the Company form partof this report.

Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

The particulars as prescribed under Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure 6 to theBoard's report.

Business Responsibility Report (BRR)

The SEBI (LODR) Regulations mandate the inclusion of the BRR as part ofthe Annual Report of top 1000 listed entities based on market capitalization. Incompliance with the said Regulations we have integrated BRR disclosures into our AnnualReport.

Management Discussion and Analysis Report

Management Discussion and Analysis of financial conditions and resultsof operations of the Company is provided in the Management Discussion and Analysis Reportwhich forms part of the Annual Report.


We thank our clients vendors investors bankers employees for theircontinued support during the year. We place on record our deep appreciation for thecontribution made by our employees at all levels in an unprecedented challenging year. Weowe our success to their dedicated hard work perseverance loyalty and commitment to theorganization.

We thank the governments across all states where we have ouroperations. We thank the Government of India and its Ministries the Central Board ofDirect Taxes the Central Board of Indirect Taxes and Customs GST authorities theReserve Bank of India Securities and Exchange Board of India and other Governmentagencies for their support and look forward to their continued support in the future.

For and on behalf of the Board
(DIN:00273609) (DIN:00273837)
June 15 2021