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Directors Report of Sundram Fasteners Ltd.

Mar 31, 2023

The Directors are pleased to present the Sixtieth Annual Report together with the audited financial statement for the year ended March 31,2023.

FINANCIAL HIGHLIGHTS (STANDALONE)	'' in Crores
FINANCIAL HIGHLIGHTS (STANDALONE)	2022 - 2023	2021 - 2022
Revenue from Operations	4,919.43	4,172.57
Other Income	29.98	25.61
Total Revenue	4,949.41	4,198.18
Total Expenditure	4,151.83	3,446.00
Gross Profit before interest, depreciation and taxes	797.58	752.18
Less: Interest	18.67	6.22
Exchange Losses / (Gains)	5.96	7.17
Depreciation	157.02	152.83
Provision for impairment of investments in subsidiaries	-	30.00
Profit before Tax	615.93	555.96
Less: Provision for tax	151.53	148.50
Profit after Tax	464.40	407.46
Add: Balance brought forward	207.59	155.70
Balance available for appropriation	671.99	563.16
Appropriations
Interim / Final Dividends	117.12	206.98
Transfer to Reserves	175.00	150.00
Transfer from other comprehensive income to reserves	0.06	(1.41)
Balance carried forward	379.81	207.59
	671.99	563.16

TRANSFER TO RESERVES

The Company has transferred '' 175.00 Crores to Reserves. DIVIDEND

The Board had earlier during the year, declared an interim dividend of '' 3.57/- per share (357%) for the financial year 2022-2023 and a special dividend of '' 2.00 per share (200%) to commemorate the 60^th year of incorporation of the Company absorbing a sum of '' 117.12 Crores and the same was paid to the shareholders on November 30, 2022. The Directors have decided to pay a second interim dividend of '' 3.06 per share (306%), which, together with the first interim dividend and a special dividend, declared and paid earlier,

would amount to a total dividend of '' 8.63 per share (863%) for the financial year 2022-2023. No final dividend has been recommended by the Board of Directors.

The Dividend Distribution Policy, formulated in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Companyâs website at :- http://sundram.com/pdf/ corporate/DividendDistributionPolicy02022017.pdf

CONSOLIDATED FINANCIAL STATEMENT

In addition to the financial statement, the audited Consolidated Financial Statement of the Company and all of the subsidiaries prepared in the same form and manner as that

of its own and in accordance with the applicable Accounting Standards (Ind AS), form part of the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited financial statement in respect of each of its subsidiary on its website, www.sundram.com. The Company shall provide a copy of audited financial statement, as the case may be, as prepared in respect of each of its subsidiary, upon request by any of its shareholders.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with a certificate from the Companyâs auditors confirming the compliance of conditions of Corporate Governance is enclosed to this report. Management Discussion and Analysis detailing the state of the Companyâs affairs is also enclosed to this report (Please refer Page Nos. 36 to 41).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for the year ended March 31,2023 is enclosed to this report (Please refer Page Nos. 42 to 72).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The existing composition of the Companyâs Board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Regulations 17 and 17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to independent directors, women directors and maximum number of directorships in listed entities.

Ms. Arundathi Krishna, Joint Managing Director (DIN: 00270935) of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re-appointment. Necessary resolution for her re-appointment is being placed for approval of the members at the AGM. The Board recommends her re-appointment as a Director of the Company. A brief resume of Ms. Arundathi Krishna and other relevant information have been furnished in the notice convening the AGM.

Sri Heramb R Hajarnavis, Director (DIN: 01680435) has been re-appointed as a Non-Executive Independent Director for the second term, from September 20, 2022 to September 19, 2027.

Sri S Mahalingam, Director (DIN: 00121727) has been re-appointed as a Non-Executive Independent Director for the second term, from January 30, 2023 to January 29, 2028.

Sri S Meenakshisundaram (DIN: 00513901) whose appointment as the Whole-Time Director was approved by the shareholders at the Annual General Meeting

held on June 11, 2020, had retired from the office of Whole-Time Director with effect from the closing hours of April 22, 2022. He continued as the Chief Financial Officer of the Company upto the closing hours of June 30, 2022 to ensure smooth transition and retired from the services of the Company effective July 1,2022. The Company has benefited immensely through his association and the Board of Directors place on record their sincere thanks for the services rendered by him as a Whole-Time Director and Chief Financial Officer.

Sri R Dilip Kumar, who held the position in the Company as Executive Vice President-Finance & Company Secretary was appointed as the Chief Financial Officer of the Company effective July 1,2022.

Sri G Anand Babu was appointed as the Company Secretary and the Compliance Officer of the Company effective July 1,2022.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OF SECTION 149

All the independent directors have submitted a declaration pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6).

ANNUAL RETURN

In terms of the requirement of Section 92(3) read with Section 134(3) of the Companies Act, 2013, the annual return of the Company as on March 31,2022 and the draft annual return of the Company as on March 31,2023 is available on the Companyâs website, www.sundram.com.

BOARD MEETINGS

During the year, four meetings of the Board of Directors were held. The details of the meetings and the attendance are furnished in the Annual Report disclosures under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is enclosed to this Report (Please refer Page No 75).

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed and there were no material departures.

b) they had selected appropriate accounting policies and applied them consistently, and made judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended March 31,2023.

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) they had prepared the annual accounts on a going concern basis.

e) they had laid down the internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

DETAILS IN RESPECT OF FRAUD, IF ANY, REPORTED BY THE AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants, Chennai, the Statutory Auditors of the Company have stated that during the course of their audit, there were no fraud by the Company or on the Company by its officers or employees noticed or reported in the Independent Auditorsâ Report which forms part of this Report. Hence, there was no requirement to report the same to the Audit Committee or Board of Directors of the Company.

NOMINATION AND REMUNERATION POLICY

Salient features of the Policy:

The policy is to ensure that the remuneration is in line with best comparable market practices, as well as competitive visa-vis that of comparable companies both in India and other international markets, which will have a motivating effect to act as a driving force to ensure long term availability of talent and also retention of the best talents. The Policy will have due regard to the situation of the specific regions in which the Company operates.

A brief description about the Companyâs Nomination and Remuneration Policy on directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters provided in Section 178(3) of the Companies Act, 2013 are provided in the Annual Report Disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Please refer Page No.77).

The Nomination and Remuneration Policy is available on the Companyâs website at: - https://sundram.com/pdf/corporate/ NominationandRemunerationPolicy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for

which the loan or guarantee or security is proposed to be utilised by the recipient is enclosed vide Annexure - I.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013)

All transactions with related parties were on armâs length basis and in the ordinary course of business. There was no material related party contract during the year. Form AOC-2 as required under Section 134 (3)(h) of the Companies Act, 2013 is enclosed vide Annexure - II to this report.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is enclosed vide Annexure - III.

RISK MANAGEMENT

Brief description of terms of reference:-

i. To review and approve the risk management policy of the Company and to make amendments thereto from time to time.

ii. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems.

iii. To periodically review the risk management policy, by considering the changing industry dynamics and evolving complexity

iv. To identify methodology, processes and systems to monitor and evaluate risk.

v. To identify internal and external risks in particular including financial, operational, sectoral, department-wise risk, business sustainability particularly, Environmental, Social and Governance (ESG) related risks, information and cyber security risks. Cyber security risks cover ransomware, phishing, data leakage, hacking, insider threat etc.

The Company manages its risks through continuous review of business parameters on a regular basis by the management. Insurable risks are analysed and insurance

policies are taken to protect the Companyâs interests. The Audit Committee is also informed periodically of the risks and concerns. Corrective actions and mitigation measures are taken as and when needed.

During the year, two meetings of the Risk Management Committee were held. The details of the meetings are furnished in the Report on Corporate Governance disclosures under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this Report (Please refer Page No 79).

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND IMPLEMENTATION

The salient features of the Policy are to:

i. actively engage and extend support to the communities in which it operates and thus build a better, sustainable way of life by supporting the weaker sections of the society and thus contribute to the human development;

ii. drive measures and to provide solutions that will balance economic, social and environmental issues; and

iii. work together with our employees with a commitment for adhering to responsible business practices in terms of quality management, environmental sustainability and support to the community.

The Company has undertaken activities as per the CSR Policy and the Annual report on CSR activities for the Financial Year 2022-2023 is enclosed vide Annexure - IV forming part of this report.

The CSR Policy, including the annual action plan is available on the Companyâs website at www.sundram.com/investors.php.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Annual Report disclosures under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has 6 Domestic Subsidiaries and 5 Overseas Subsidiaries. The financial performance of the subsidiaries during the financial year 2022-2023 is summarised hereunder:-

Sundram Fasteners (Zhejiang) Limited, China (SFZL, China), Cramlington Precision Forge Limited, United Kingdom

(CPFL, UK) and TVS Next Inc., USA are step-down overseas subsidiaries of the Company. The principal activity of SFZL, China is manufacture of fasteners and bearing housing and that of CPFL, UK is manufacture of precision forgings.

The total revenue of SFZL, China during the year under review was at '' 335.75 Crores as against '' 369.10 Crores in the previous year. The net profit was at '' 4.30 Crores as against '' 9.63 Crores in the previous year.

The total revenue of CPFL, UK during the year under review was at '' 176.55 Crores as against '' 156.18 Crores in the previous year. The net profit was at '' 3.69 Crores as against a net loss at '' (9.25) Crores in the previous year.

The total revenue of TVS Next Inc., USA, a step-down overseas subsidiary during the year under review was at '' 64.18 Crores as against '' 15.93 Crores in the previous year. The net profit was at '' 1.35 Crores as against '' 0.33 Crores in the previous year.

TVS Upasana Limited is a wholly-owned subsidiary and is engaged in the manufacture of spokes and nipples, automobile kits, tools, dowel pins, small screws, cold extruded parts and other parts catering to automotive industry. The total revenue of TVS Upasana Limited during the year under review was at '' 181.39 Crores as against '' 165.67 Crores in the previous year. The net profit was at '' 12.05 Crores as against '' 5.75 Crores in the previousyear.

The total revenue of Sundram Non-Conventional Energy Systems Limited, a subsidiary during the year under review was at '' 3.94 Crores as against '' 3.20 Crores in the previous year. The net profit was at '' 3.59 Crores as against '' 2.00 Crores in the previous year.

The total revenue of Sundram Fasteners Investments Limited, a wholly-owned subsidiary during the year under review was at '' 0.24 Crores as against '' 0.36 Crores in the previous year. The net profit was at '' 0.27 Crores as against '' 0.30 Crores in the previous year.

TVS Next Limited (TVSN), a subsidiary engaged in the information technology business providing Enterprise Solutions for core industries like Manufacturing, Automotive and Distribution and focuses on off-shore and outsourcing operations for clients in India and the U.S.A. The total revenue of TVSN during the year under review was at '' 82.86 Crores as against '' 73.11 Crores in the previous year. The net profit was at '' 10.92 Crores as against '' 12.56 Crores in the previous year.

Sunfast TVS Limited (Sunfast), a wholly-owned subsidiary is engaged in the business of marketing of aerospace and defence components. The total revenue of Sunfast during the year under review was at '' 0.77 Crores as against '' 0.24 Crores in the previous year. The net profit was at '' 0.04 Crores as against a net loss of '' (0.01) Crores during the year.

TVS Engineering Limited (TEL), a wholly-owned subsidiary is engaged in the manufacture of non-auto, aerospace and defence components. The total revenue of TEL during the year under review was at '' 3.47 Crores as against '' Nil in the previous year. The net (loss) were at '' (0.70) Crores as against net (loss) at '' (0.99) Crores during the year under review.

The total revenue of Sundram International Inc., USA, a wholly-owned subsidiary during the year under review was at '' Nil as against '' Nil in the previous year. The net profit / (loss) was at '' Nil as against '' Nil in the previous year.

Sundram International Limited, United Kingdom, a wholly-owned overseas subsidiary, was established as an intermediate holding company that holds investments in two operating subsidiaries viz., in China and United Kingdom. The total revenue from Sundram International Limited during the year under review was at '' 0.21 Crores as against '' 32.04 Crores (earned by way of dividend) in the previous year. The net (loss) was at '' (27.20) Crores as against net profit of '' 31.20 Crores in the previous year.

The total revenue from all the subsidiaries of the Company in aggregate during the year under review was at '' 849.36 Crores resulting in an overall contribution of 14.88% of the consolidated revenue as against '' 815.83 Crores which resulted in an overall contribution of 16.51% of the consolidated revenue in the previous year.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of the Companyâs subsidiaries, Associates and Joint Ventures in detail in Form AOC-1 is enclosed to the financial statement of the Company in Page No 244.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANYâS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be Companyâs subsidiary, joint venture or associate company during the financial year 2022-23.

AMALGAMATION OF SUNFAST TVS LIMITED AND TVS ENGINEERING LIMITED, WHOLLY-OWNED SUBSIDIARIES WITH SUNDRAM FASTENERS LIMITED (HOLDING COMPANY)

During the year, Sunfast TVS Limited and TVS Engineering Limited, wholly-owned subsidiaries of the Company have

submitted a joint application with the Honâble National Company Law Tribunal, Chennai Bench seeking its approval for the amalgamation of Sunfast TVS Limited and TVS Engineering Limited with the Company. The application is pending for approval by Honâble National Company Law Tribunal, Chennai Bench.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on Balance Sheet date.

REGULATORY / COURT ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

PROCEEDINGS PENDING, IF ANY, UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has neither filed an application during the year under review nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at March 31,2023.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such event has occurred during the year under review.

INTERNAL FINANCIAL CONTROLS OF THE COMPANY

The Company maintains all its financial records in Systems, Applications and Products (SAP) System and all financial transaction flow and approvals are routed through SAP. The Company has in-house internal audit team to monitor the effectiveness of internal financial controls, ensuring adequacy with respect to financial statement and verify whether the financial transaction flow in the organisation is being done based on the approved policies of the Company. The internal auditor presents the internal audit report and the management comments on the internal audit observations every quarter to the Audit Committee. The internal control mechanisms are in place for safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement in terms of Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014 is enclosed vide Annexure V forming part of this report.

Pursuant to Section 136 (1) of the Companies Act, 2013, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement is available for inspection by the shareholders at the Registered Office of the Company during business hours.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s. B S R & Co. LLP, Chartered Accountants, Chennai, (Registration No. 101248 W / W- 100022 with the Institute of Chartered Accountants of India), were appointed as Statutory Auditors of the Company at the Fifty Ninth Annual General Meeting (AGM) of the Company for the second term of five consecutive years commencing from the conclusion of the Fifty Ninth AGM (i.e., June 29, 2022). M/s. BSR & Co. LLP holds Peer Review Certificate No 014196 dated May 18, 2022 issued by the Institute of Chartered Accountants of India.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2022-2023. Secretarial Audit Report issued by Sri K Sriram, Practising Company Secretary (CP No.2215), Partner, M/s. S Krishnamurthy & Co., Company Secretaries, Chennai in Form MR-3 is enclosed vide Annexure VI forming part of this report and does not contain any qualification. The Board of Directors has appointed M/s. S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2023-2024. Necessary consent has been received from them to act as Secretarial Auditors. M/s. S. Krishnamurthy & Co, Company Secretaries holds Peer Review Certificate No. 739/2020 dated May 28, 2020, issued by the Institute of Company Secretaries of India, which is valid for a period of five years from the date of issue.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 (the Act) read with Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors has appointed Sri P Raju Iyer, Practising Cost Accountant (Membership No.6987) as Cost Auditor for the financial year 2023-2024. The Audit Committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted the Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. In compliance with the provisions under Section 4 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. No complaint was received during the calendar year 2022.

SECRETARIAL STANDARDS

The Company has complied with the mandatory applicable Secretarial Standards on Board Meetings and General Meetings (including Postal Ballots) issued by the Institute of Company Secretaries of India.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Pursuant to Sections 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism through a Whistle Blower Policy. The details about the whistle blower policy are provided in the Annual Report Disclosures under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INDUSTRIAL RELATIONS

Industrial relations continued to remain congenial during the year under review. The Directors thank the employees for their contribution to the progress of the Company during the year under review.

ACKNOWLEDGMENT

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited, a step-down subsidiary. The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the step down subsidiary. The Directors wish to thank the Companyâs bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Telangana, Andhra Pradesh and Uttarakhand, customers and vendors, employees for all the support provided by them from time to time.

On behalf of the Board

SURESH KRISHNA

May 4, 2023 Chairman

Chennai DIN: 00046919

Mar 31, 2022

The Directors are pleased to present the Fifty Ninth Annual Report together with the audited financial statements for the year ended March 31,2022.

FINANCIAL HIGHLIGHTS (STANDALONE)	'' in Crores
FINANCIAL HIGHLIGHTS (STANDALONE)	2021 - 2022	2020 - 2021
Revenue from Operations	4,172.57	3,065.03
Other Income	25.61	16.57
Total Revenue	4,198.18	3,081.60
Total Expenditure	3,446.00	2,482.75
Gross Profit before interest, depreciation and taxes	752.18	598.85
Less: Interest	6.22	20.97
Exchange Losses / (Gains)	7.17	(6.81)
Depreciation	152.83	146.58
Provision for impairment of investments in subsidiaries	30.00	-
Profit before Tax	555.96	438.11
Less: Provision for tax	148.50	109.97
Profit after Tax	407.46	328.14
Add: Balance brought forward	155.70	154.44
Balance available for appropriation	563.16	482.58
Appropriations
Interim / Final Dividends	206.98	27.32
Transfer to Reserves	150.00	300.00
Transfer from other comprehensive income to reserves	(1.41)	(0.44)
Balance carried forward	207.59	155.70
	563.16	482.58

TRANSFER TO RESERVES

The Company has transferred '' 150 Crores to Reserves. DIVIDEND

The Board had during the year, declared an interim dividend of '' 6.45/- per share (645%) for the financial year 2021-2022 absorbing a sum of '' 135.53 Crores and the same was paid to the shareholders on March 4, 2022. No final dividend has been recommended by the Board of Directors.

The Dividend Distribution Policy, formulated in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Companyâs website at:- http://sundram.com/pdf/ corporate/DividendDistributionPolicy02022017.pdf

CONSOLIDATED FINANCIAL STATEMENT

In addition to the financial statement, the audited Consolidated Financial Statement of the Company and all of the subsidiaries prepared in the same form and manner as that of its own and in accordance with the applicable Accounting Standards (Ind AS), form part of the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited / unaudited financial statement in respect of each of its subsidiary on its website, www.sundram.com. The Company shall provide a copy of audited / unaudited financial statement, as the case may be, as prepared in respect of each of its subsidiary, upon request by any of its shareholders.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with a certificate from the Companyâs auditors confirming the compliance of conditions of Corporate Governance is enclosed to this report. Management Discussion and Analysis detailing the state of the companyâs affairs is also enclosed to this report (Please refer Page Nos. 37 to 42).

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report for the year ended March 31, 2022 is enclosed to this report (Please refer Page Nos. 43 to 51).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sri R. Srinivasan (DIN: 00043658) Independent Director, retired from the Board effective, September 22, 2021. The Company has benefited immensely through his association and the Board of Directors place on record their sincere thanks for the services rendered by him as a Director.

Dr. V. Anantha Nageswaran (DIN: 00760377) was appointed as a Non-Executive Independent Director for a period of five years effective September 16, 2021. In the opinion of the Board of Directors, Dr. V. Anantha Nageswaran fulfilled the conditions with regard to integrity, expertise and experience (including the proficiency) specified in the Act and the Rules made there under and is independent of the management. He was exempted from passing the online self-assessment test having served as a Director / Key Managerial Personnel for a period of not less than 3 years in a listed company or in an unlisted public company having a paid up capital of not less than '' 10 Crores. However, Dr. V Anantha Nageswaran had stepped down from the Board of Sundram Fasteners Limited with effect from January 28, 2022, in view of his appointment as the Chief Economic Adviser to the Government of India.

Ms. Preethi Krishna , Non-Executive Director (DIN: 02037253) of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re-appointment. Necessary resolution for her re-appointment is being placed for approval of the members at the AGM. The Board recommends her re-appointment as a Director of the Company. A brief resume of Ms. Preethi Krishna and other relevant information have been furnished in the notice convening the AGM.

Sri S Meenakshisundaram (DIN: 00513901) whose appointment as the Whole-Time Director was approved by the shareholders at the Annual General Meeting held on June 11, 2020, has retired from the office of Whole-time

Director with effect from the closing hours of April 22, 2022. He will continue as the Chief Financial Officer of the Company upto the closing hours of June 30, 2022 to ensure smooth transition and will retire from the services of the Company effective July 1, 2022.

Sri R Dilip Kumar, presently holding the position in the Company as Executive Vice President-Finance & Company Secretary is appointed as the Chief Financial Officer of the Company effective July 1, 2022. In view of the foregoing, Sri R Dilip Kumar will relinquish the office of the Company Secretary effective July 1, 2022.

Sri G Anand Babu is appointed as the Company Secretary and the Compliance Officer of the Company effective July 1, 2022.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OF SECTION 149

All the independent directors have submitted a declaration pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6).

ANNUAL RETURN

In terms of the requirement of Section 92(3) read with Section 134(3) of the Companies Act, 2013, the draft annual return of the Company as on March 31,2022 is available on the Companyâs website, www.sundram.com.

BOARD MEETINGS

During the year, six meetings of the Board of Directors were held. The details of the meetings and the attendance are furnished in the Annual Report disclosures under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is attached to this Report (Please refer Page No 55).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed and there were no material departures.

d) they had prepared the annual accounts on a going concern basis.

e) they had laid down the internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

DETAILS IN RESPECT OF FRAUD, IF ANY, REPORTED BY THE AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants, Chennai, the Statutory Auditors of the Company have stated that during the course of their audit, there were no fraud by the Company or on the Company by its officers or employees, noticed or reported in the Independent Auditorsâ Report which forms part of this Report. Hence, there was no requirement to report the same to the Audit Committee or Board of Directors of the Company.

NOMINATION AND REMUNERATION POLICY

Salient features of the Policy:

The Policy is to ensure that the remuneration is in line with best comparable market practices, as well as competitive visa-vis that of comparable companies both in India and other international markets, which will have a motivating effect to act as a driving force to ensure long term availability of talent and also retention of the best talents. The Policy will have due regard to the situation of the specific regions in which the Company operates.

A brief description about the Companyâs Nomination and Remuneration Policy on Directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters provided in Section 178(3) of the Companies Act, 2013 are provided in the Annual Report Disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Please refer Page No.56).

The Nomination and Remuneration Policy is available on the Companyâs website at:- https://sundram.com/pdf/corporate/ NominationandRemunerationPolicy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient is enclosed vide Annexure - I.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013)

All transactions with related parties were on armâs length basis and in the ordinary course of business. There was no

material related party contract during the year. Form AOC-2 as required under Section 134 (3)(h) of the Companies Act, 2013 is enclosed vide Annexure - II to this report.

MATERIAL CHANGES AND COMMITMENTS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT

Brief description of terms of reference:-

i. To review and approve the risk management policy of the Company and to make amendments thereto from time to time.

ii. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems.

iii. To periodically review the risk management policy, by considering the changing industry dynamics and evolving complexity.

iv. To identify methodology, processes and systems to monitor and evaluate risk.

v. To identify internal and external risks in particular including financial, operational, sectoral, department-wise risk, business sustainability particularly, Environmental, Social and Governance (ESG) related risks, information, cyber security risks. Cyber security risks cover ransomware, phishing, data leakage, hacking, insider threat etc.

The Company manages its risks through continuous review of business parameters on a regular basis by the management. Insurable risks are analysed and insurance policies are taken to protect the companyâs interests. The Audit Committee is also informed periodically of the risks and concerns. Corrective actions and mitigation measures are taken as and when needed.

During the year, two meetings of the Risk Management Committee were held. The details of the meeting are furnished in the Annual Report disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this Report (Please refer Page No 58).

The total revenue from TVS Next Inc., USA, a step-down overseas subsidiary during the year under review was at '' 15.93 Crores as against '' 5.02 Crores in the previous year. The net profit / (loss) was at '' 0.33 Crores as against '' (0.36) Crores in the previous year.

TVS Upasana Limited is a wholly-owned subsidiary and is engaged in the manufacture of Spokes and Nipples, automobile kits, tools, dowel pins, small screws, Cold Extruded Parts and other parts catering to automotive industry. The total revenue from TVS Upasana Limited during the year under review was at '' 165.67 Crores as against '' 150.36 Crores in the previous year. The net profit was at '' 5.75 Crores as against '' 11.35 Crores in the previous year. The total revenue from Sundram Non-Conventional Energy Systems Limited, a subsidiary during the year under review was at '' 2.79 Crores as against '' 2.75 Crores in the previous year. The net profit was at '' 2.00 Crores as against '' 1.57 Crores in the previous year.

The total revenue from Sundram Fasteners Investments Limited, a wholly-owned subsidiary during the year under review was at '' 0.36 Crores as against '' 0.02 Crores in the previous year. The net profit / (loss) was at '' 0.30 Crores as against '' 0.008 Crores in the previous year.

TVS Next Limited (TVSN), a subsidiary engaged in the information technology business providing Enterprise Solutions for core industries like Manufacturing, Automotive and Distribution and focuses on off-shore and outsourcing operations for clients in India and the U.S.A. The total revenue from TVSN during the year under review was at '' 73.11 Crores as against '' 49.32 Crores in the previous year. The net profit was at '' 12.56 Crores as against '' 8.99 Crores in the previous year.

Sunfast TVS Limited (Sunfast), a wholly-owned subsidiary is engaged in the business of marketing of aerospace and defence components. The total revenue from Sunfast during the year under review was at '' 0.24 Crores as against '' 0.09 Crores in the previous year. The net profit / (loss) was at '' (0.01) Crores as against '' 0.004 Crores during the year under review.

TVS Engineering Limited (TEL), a wholly-owned subsidiary is engaged in the manufacture of aerospace and defence components. The total revenue from TEL during the year under review was at '' Nil Crores as against '' Nil Crores in the previous year. The net profit / (loss) were at '' (0.99) Crores as against '' (0.68) Crores during the year under review.

The total revenue from Sundram International Inc., USA, a wholly-owned subsidiary during the year under review was at '' Nil Crores as against '' Nil Crores in the previous year. The net profit / (loss) was at '' Nil Crores as against '' (0.004) Crores in the previous year.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND IMPLEMENTATION

The salient features of the Policy are to:

ii. drive measures and to provide solutions that will balance economic, social and environmental issues; and

iii. work together with our employees with a commitment for adhering to responsible business practices in terms of quality management, environmental sustainability and support to the community.

The Company has undertaken activities as per the CSR Policy and the Annual report on CSR activities for the Financial Year 2021-2022 is enclosed vide Annexure - IV forming part of this report.

The CSR Policy, including the annual action plan is available on the Companyâs website at www.sundram.com/ investors.php.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Annual Report disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has six Domestic Subsidiaries and five Overseas Subsidiaries. The financial performance of the subsidiaries during the financial year 2021-2022 is given hereunder:-

Sundram Fasteners (Zhejiang) Limited, China (SFZL, China), Cramlington Precision Forge Limited, United Kingdom (CPFL, UK) and TVS Next Inc., USA are step-down overseas subsidiaries of the Company. The principal activity of SFZL, China is manufacture of fasteners and bearing housing and that of CPFL, UK is manufacture of precision forgings.

The total revenue from SFZL, China during the year under review was at '' 369.10 Crores as against '' 305.64 Crores in the previous year. The net profit was at '' 9.63 Crores as against '' 21.09 Crores in the previous year.

The total revenue from CPFL, UK during the year under review was at '' 156.18 Crores as against '' 104.78 Crores in the previous year. The net profit / (loss) was at '' (9.25) Crores as against net profit / (loss) at '' (5.08) Crores in the previous year.

by way of dividend, during the year under review was at '' 32.04 Crores as against '' 31.19 Crores in the previous year. The net profit was at '' 31.19 Crores as against '' 4.19 Crores in the previous year.

The total revenue from all the subsidiaries of the Company in aggregate during the year under review was at '' 815.84 Crores resulting in an overall contribution of 16.51% of the consolidated revenue as against '' 648.77 Crores which resulted in an overall contribution of 17.67% of the consolidated revenue in the previous year.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANYâS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be Companyâs subsidiary, joint venture or associate company during the financial year 2021-2022.

The Honâble National Company Law Tribunal, Chennai bench, vide its order dated December 6, 2021 had approved the composite scheme of amalgamation and arrangement (demerger) inter alia amongst T V Sundram Iyengar & Sons Private Limited (âTVSSâ), Sundaram Industries Private Limited (âSIPLâ), Southern Roadways Private Limited (âSRPLâ) and TVS Sundram Fasteners Private Limited (âTPLâ) (âComposite Schemeâ) in accordance with Sections 230 to 232 and other applicable provisions under the Companies Act, 2013 read with the rules made thereunder and other applicable laws. The Composite Scheme was made effective on January 6, 2022 (âEffective Dateâ).

As per the Composite Scheme, on the Effective Date, SIPL and SRPL were amalgamated with TVSS and have been dissolved without the process of winding up. As a result of this, the shareholding of SRPL in Sundram Fasteners Limited (SFL) consisting of 5,07,73,280 equity shares was vested in / transferred to TVSS. This had resulted in the increase of the direct shareholding of TVSS in SFL from 5,33,12,000 equity shares to 10,40,85,280 equity shares (representing 49.53% of its paid-up equity share capital).

As a subsequent step to the above, in terms of the Composite Scheme, on February 4, 2022, TVSS demerged a business undertaking which included shareholding of 49.53% (10,40,85,280 equity shares) held in the Company to TPL. Consequent to the above, TPL has become the Promoter of SFL.

PUBLIC DEPOSITS

REGULATORY / COURT ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

PROCEEDINGS PENDING, IF ANY, UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has neither filed an application during the year under review nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at March 31,2022.

No such event has occurred during the year under review.

INTERNAL FINANCIAL CONTROLS OF THE COMPANY

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement in terms of Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed vide Annexure V forming part of this report.

Pursuant to Section 136 (1) of the Companies Act, 2013, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014. The statement is available for inspection by the shareholders at the Registered Office of the Company during business hours.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s. B S R & Co. LLP, Chartered Accountants, Chennai, (Registration No. 101248 W / W- 100022 with the Institute of Chartered Accountants of India), were appointed as Statutory Auditors of the Company at the Fifty Fourth Annual General Meeting (AGM) of the Company for a consecutive period of five years commencing from the conclusion of the Fifty Fourth AGM (i.e., August 24, 2017), whose term expires upon the conclusion of this Annual General Meeting.

The Board of Directors have recommended the re-appointment of M/s. B S R & Co. LLP, Chartered Accountants, Chennai as the statutory auditors of the Company, for the second term of five consecutive years, till the conclusion of the Annual General Meeting of the Company for the financial year 2026-2027. The Company has received consent from M/s. B S R & Co. LLP, Chartered Accountants, Chennai to serve as statutory auditors of the Company, if they are so appointed. They have also furnished necessary certificate required under the Companies Act, 2013 conveying their eligibility for appointment. M/s. B S R & Co. LLP, Chartered Accountants, Chennai holds Peer Review Certificate No. 011748 dated July 2, 2019, issued by the Institute of Chartered Accountants of India, which is valid for a period of three years from the date of issue.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2021-2022. Secretarial Audit Report issued by Sri K Sriram, Practising Company Secretary (CP No.2215), Partner, M/s. S Krishnamurthy & Co., Company Secretaries, Chennai in Form MR-3 is enclosed vide Annexure VI forming part of this report and does not contain any qualification. The Board of Directors has appointed M/s. S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2022-2023. Necessary consent has been received from them to act as Secretarial Auditors. M/s. S. Krishnamurthy & Co, Company Secretaries holds Peer Review Certificate No. 739/2020 dated May 28, 2020, issued by the Institute of Company Secretaries of India, which is valid for a period of five years from the date of issue.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 (the Act) read with Rule 14 of the Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors has appointed Sri P Raju Iyer, Practising Cost Accountant (Membership No.6987) as the Cost Auditor for the financial year 2022-2023. The audit committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost

records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has issued Secretarial Standards (Meetings of the Board and General Meetings) on various aspects of corporate law and practices. The Company has complied with each one of them.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

INDUSTRIAL RELATIONS

Industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company during the year under review.

ACKNOWLEDGMENT

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited, a step-down subsidiary. The Directors wish to thank One North East, the Regional Development Authority for Cramlington Precision Forge Limited, United Kingdom for the continued support extended to the step down subsidiary. The Directors wish to thank the Companyâs bankers, State Electricity Boards in Tamil Nadu, Puducherry, Telangana, Andhra Pradesh and Uttarakhand, customers and vendors, employees for all the assistance rendered by them from time to time.

On behalf of the Board

SURESH KRISHNA

April 22, 2022 Chairman

Chennai DIN:00046919

Mar 31, 2021

The Directors are pleased to present the Fifty Eighth Annual Report together with the audited financial statement for the year ended March 31,2021.

FINANCIAL HIGHLIGHTS (STANDALONE)	'' in Crores
FINANCIAL HIGHLIGHTS (STANDALONE)	2020 - 2021	2019 - 2020
Revenue from Operations	3,065.03	3,124.57
Other Income	16.57	20.44
Total Revenue	3,081.60	3,145.01
Total Expenditure	2,482.75	2,576.94
Gross Profit before interest, depreciation and taxes	598.85	568.07
Less: Interest	20.97	32.97
Exchange Losses / (Gains)	(6.81)	10.89
Depreciation	146.58	136.51
Provision for impairment of investments in subsidiaries	-	11.30
Profit before Tax	438.11	376.40
Less: Provision for tax	109.97	62.36
Profit after Tax	328.14	314.04
Add: Balance brought forward	154.44	*188.03
Balance available for appropriation	482.58	502.07
Appropriations
Interim / Final Dividends	27.32	152.34
Tax on Interim Dividends	-	29.79
Transfer to Reserves	300.00	200.00
Transfer from special economic zone reinvestment reserve	-	(35.73)
Transfer from other comprehensive income to reserves	(0.44)	1.23
Balance carried forward	155.70	154.44
	482.58	502.07

* Includes P&L carried forward balance of Sundram Precision Components Limited (an erstwhile wholly-owned subsidiary of the Company) on account of amalgamation with the Company.

TRANSFER TO RESERVES

The Company has transferred '' 300 Crores to Reserves. DIVIDEND

The Board had earlier during the year, declared an interim dividend of '' 1.30/- per share (130%) absorbing a sum of '' 27.32 Crores and the same was paid to the shareholders on November 27, 2020. The Directors have decided to pay a Second Interim Dividend of '' 3.40 per share (340%), which, together with the first interim dividend, declared and paid earlier, would amount to a total dividend of ''4.70/- per share

(470%) for the financial year 2020-2021. No final dividend has been recommended by the Board of Directors.

The Dividend Distribution Policy, formulated in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company''s website at:- http://sundram.com/pdf/corporate DividendDistributionPolicy02022017.pdf

CONSOLIDATED FINANCIAL STATEMENT

In addition to the financial statement, the audited Consolidated Financial Statement of the Company and all of the

subsidiaries prepared in the same form and manner as that of its own and in accordance with the applicable Accounting Standards (Ind AS), form part of the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited / unaudited accounts in respect of each of subsidiary on its website, www.sundram.com. The Company shall provide a copy of audited / unaudited financial statement, as the case may be, as prepared in respect of each of its subsidiary, upon request by any of its shareholders.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with a certificate from the Company''s auditors confirming the compliance of conditions of Corporate Governance is enclosed to this report. Management Discussion and Analysis detailing the state of the company''s affairs is also enclosed to this report (Please refer Page Nos. 35 to 41).

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report for the year ended March 31, 2021 is enclosed to this report (Please refer Page Nos. 42 to 50).

DIRECTORS

The existing composition of the Company''s Board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Regulations 17 and 17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to independent directors, women directors and maximum number of directorships in listed entities.

Sri Suresh Krishna (DIN: 00046919), has been re-appointed as the Chairman and Non-Executive Director for a period of 5 years effective, July 1,2021.

Ms Arathi Krishna (DIN: 00517456) has been re-appointed as the Managing Director of the Company for a period of 5 years effective May 3, 2021.

Sri S Meenakshisundaram (DIN: 00513901) has been appointed as the Whole-Time Director (Designated as Whole-Time Director and Chief Financial Officer) for a period of 2 years effective June 11, 2020.

Ms Arathi Krishna, Managing Director (DIN: 00517456) of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re-appointment. Necessary resolution for her re-appointment is being placed for approval of the members at the AGM. The Board, therefore, recommends her re-appointment as a Director of the Company. A brief resume of Ms Arathi Krishna and other relevant information have been furnished in the notice convening the AGM.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OF SECTION 149

All the independent directors have submitted a declaration pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6).

ANNUAL RETURN

In terms of the requirement of Section 1 34(3) read with Section 92(3) of the Companies Act, 2013, the draft annual return of the Company as on March 31,2021 is available on the Companyâs website, www.sundram.com.

BOARD MEETINGS

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed and there were no material departures.

d) they had prepared the annual accounts on a going concern basis.

e) they had laid down the internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

NOMINATION AND REMUNERATION POLICY

Salient features of the Policy:

The Nomination and Remuneration Policy is available on the Company''s website at: - https://sundram.com/pdf/corporate/ NominationandRemunerationPolicy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013)

MATERIAL CHANGES AND COMMITMENTS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo

pursuant to Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is enclosed vide Annexure - III.

RISK MANAGEMENT

Brief description of terms of reference:-

i. continuous review of business parameters on a regular basis by the management, including commodity hedging positions in a more transparent, detailed and uniform manner.

ii. exercising prudence while incurring capital expenditure or outlays on new projects.

iii. entering into long term contracts with customers to underwrite the capacities created

iv. adoption of a diversified business model in terms of products, market segments, geography and customers to ensure that Company is able to withstand any instability in the entire business eco-system

v. judicious approach to proportionate sourcing of inputs from indigenous and overseas markets in order to take advantage of commodity prices and exchange rate movements

vi. monitoring, reviewing and hedging foreign exchange risks in accordance with the risk management policy

The Company manages its risks through continuous review of business parameters on a regular basis by the management. Insurable risks are analysed and insurance policies are taken to protect the company''s interests. The Audit Committee is also informed periodically of the risks and concerns. Corrective actions and mitigation measures are taken as and when needed.

During the year, one meeting of the Risk Management Committee was held. The details of the meeting are furnished in the Annual Report disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this Report (Please refer Page No 57).

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND IMPLEMENTATION

The salient features of the Policy are to:

ii. impel measures and to provide solutions that will balance economic, social and environmental issues; and

iii. work together with the employees with a commitment for adhering to responsible business practices in terms of quality management, environmental sustainability and support to the community.

The Company has undertaken activities as per the CSR Policy (available on the Company''s website http://www. sundram.com/investors.php) and the Annual report on CSR activities is enclosed vide Annexure - IV forming part of this report.

The Company has amended its CSR Policy in line with the amendments introduced in the Companies ((Corporate Social Responsibility) Amendment Rules, 2021 and has also uploaded the amended policy in its website www.sundram.com/investors.php in accordance with the statutory provisions.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Annual Report disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has 6 Domestic Subsidiaries and 5 Overseas Subsidiaries. The financial performance of the subsidiaries during the financial year 2020-2021 is given hereunder:-

Sundram Fasteners (Zhejiang) Limited, China (SFZL, China), Cramlington Precision Forge Limited, United Kingdom (CPFL, UK) and TVS Next Inc., USA, (formerly known as TVS Infotech Inc.) are step-down overseas subsidiaries of the Company. The principal activity of SFZL, China is manufacture of fasteners and bearing housing and that of CPFL, UK is manufacture of precision forgings.

The total revenue from SFZL, China during the year under review was at '' 305.64 Crores as against '' 283.72 Crores in the previous year (January 2019 to March 2020). The net profit was at '' 21.09 Crores as against '' 9.23 Crores in the previous year.

The total revenue from CPFL, UK during the year under review was at '' 104.78 Crores as against '' 140.06 Crores in the previous year (January 2019 to March 2020). The net loss was at '' (5.08) Crores as against net loss at '' (16.72) Crores in the previous year.

The total revenue from TVS Next Inc., USA, (formerly known as TVS Infotech Inc., USA), a step-down overseas subsidiary during the year under review was at '' 5.02 Crores as against '' 10.86 Crores in the previous year. The net loss was at '' (0.36) Crores as against '' (0.26) Crores in the previous year .

The total revenue from Sundram International Limited, United Kingdom a wholly-owned overseas subsidiary during the year under review was at '' 31.19 Crores as against '' 2.94 Crores in the previous year. The net profit was at '' 4.19 Crores as against '' (36.09) Crores in the previous year due to the provision for diminution in the value of investments amounting to '' 37.12 Crores.

TVS Upasana Limited is a wholly owned subsidiary and is engaged in the manufacture of Spokes and Nipples, automobile kits, tools, dowel pins, small screws, Cold Extruded Parts and other parts catering to automotive industry. The total revenue from TVS Upasana Limited during the year under review was at '' 150.36 Crores as against '' 148.01 Crores in the previous year. The net profit was at '' 11.35 Crores as against '' 8.72 Crores in the previous year.

The total revenue from Sundram Non-Conventional Energy Systems Limited, a subsidiary during the year under review was at '' 2.75 Crores as against '' 2.93 Crores in the previous year. The net profit was at '' 1.57 Crores as against '' 1.64 Crores in the previous year.

The total revenue from Sundram Fasteners Investments Limited, a wholly-owned subsidiary during the year under review was at '' 0.004 Crores as against '' 0.008 Crores in the previous year. The net profit / (loss) was at '' (0.003) Crores as against '' (0.005) Crores in the previous year.

TVS Next Limited (Formerly known as TVS Infotech Limited) [TVSN], a subsidiary engaged in information technology business providing Enterprise Solutions for core industries like Manufacturing, Automotive and Distribution and focuses on off-shore and outsourcing operations for clients in India and the U.S.A. The total revenue from TVSN during the year under review was at '' 49.32 Crores as against '' 40.05 Crores in the previous year. The net profit was at '' 8.99 Crores as against '' 1.62 Crores in the previous year.

Sunfast TVS Limited (Sunfast), a wholly owned subsidiary is engaged in the business of marketing of aerospace and defence components. The total revenue from Sunfast during the year under review was at '' 0.09 Crores as against '' 0.003 Crores in the previous year. The net profit / (loss) was at '' 0.004 Crores as against '' (0.02) Crores during the year under review.

TVS Engineering Limited (TEL), a wholly owned subsidiary is engaged in the manufacture of aerospace and defence components. The total revenue from TEL during the first year of its incorporation was at '' Nil. The net loss was at '' (0.68) Crores during the year under review.

The total revenue from all the subsidiaries of the Company in aggregate during the year under review was at '' 648.77 Crores resulting in an overall contribution of 17.67% of the consolidated revenue.

being done based on the approved policies of the Company. The internal auditor presents the internal audit report and the management comments on the internal audit observations every quarter to the Audit Committee. The internal control mechanisms are in place for safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement in terms of Section 197(12) read with Rule

5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed vide Annexure V forming part of this report.

Pursuant to Section 136 (1) of the Companies Act, 2013, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014. The statement is available for inspection by the shareholders at the Registered Office of the Company during business hours.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s. B S R & Co. LLP, Chartered Accountants, Chennai, (Registration No. 101248 W / W- 100022 with the Institute of Chartered Accountants of India), were appointed as Statutory Auditors of the Company at the Fifty Fourth Annual General Meeting (AGM) of the Company for a consecutive period of five years commencing from the conclusion of the Fifty Fourth AGM (i.e., August 24, 2017).

SECRETARIAL AUDITORS

6 Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2021-2022. Necessary consent has been received from them to act as Secretarial Auditors. M/s. S Krishnamurthy & Co, Company Secretaries holds Peer Review Certificate No 739/2020 dated May 28, 2020, issued by the Institute of Company Secretaries of India, which is valid for a period of 5 years from the date of issue.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 (the Act) read with Companies (Cost Records and Audit) Rules, 2014,

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANYâS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be Companyâs subsidiary, joint venture or associate company during the financial year 2020-2021.

PUBLIC DEPOSITS

REGULATORY / COURT ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

PROCEEDINGS PENDING, IF ANY, UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has neither filed an application during the year under review nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at March 31,2021.

No such event has occurred during the year under review.

INTERNAL FINANCIAL CONTROLS OF THE COMPANY

as amended, the Board of Directors has appointed Sri P Raju Iyer, Practising Cost Accountant (Membership No.6987) as the Cost Auditor for the financial year 2021-2022. The audit committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

SECRETARIAL STANDARDS

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Pursuant to Sections 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism through a Whistle Blower Policy. The details about the whistle blower policy are provided in the Annual Report Disclosures under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INDUSTRIAL RELATIONS

Industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company during the year under review.

ACKNOWLEDGMENT

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited, a step-down subsidiary. The Directors wish to thank One North East, the Regional Development Authority for Cramlington Precision Forge Limited, United Kingdom for the continued support extended to the step- down subsidiary. The Directors wish to thank the Companyâs bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Telangana, Andhra Pradesh and Uttarakhand, customers and vendors, employees for all the assistance rendered by them from time to time.

On behalf of the Board

SURESH KRISHNA

May 6, 2021 Chairman

Chennai DIN: 00046919

Mar 31, 2019

REPORT OF THE BOARD OF DIRECTORS

The Directors are pleased to present the Fifty Sixth Annual Report together with the audited financial statements for the year ended March 31, 2019.

FINANCIAL HIGHLIGHTS (STANDALONE)	Rs.in crores
	2018-19	2017-18
Revenue from operations	4,002.34	3,419.79
Other income	31.94	29.62
Total revenue (net of excise duty)	4,034.28	3,449.41
Total expenditure	3,265.45	2,799.05
Gross profit before interest, depreciation and taxes	768.83	650.36
Less: Interest	31.02	18.80
Exchange losses / (gains)	7.94	13.76
Depreciation	109.85	98.07
Profit before tax	620.02	519.73
Less: Provision for tax	182.90	152.26
Profit after tax	437.12	367.47
Add: Balance brought forward	171.36	220.82
Balance available for appropriation	608.48	588.29
Appropriations
Interim / Final dividends	98.76	98.76
Tax on Interim dividends	20.14	18.17
Transfer to reserves	300.00	300.00
Transfer from special economic zone reinvestment reserve	(10.75)	-
Transfer from other comprehensive income to reserves	13.68	-
Balance carried forward	186.65	171.36
	608.48	588.29

TRANSFER TO RESERVES

The Company has transferred Rs. 300.00 Crores to Reserves.

DIVIDEND

The Board had earlier during the year, declared an interim dividend of Rs. 2.00/- per share (200%) and the same was paid on November 22, 2018. The Directors have decided to pay a Second Interim Dividend of Rs. 3.10 per share, which, together with the first interim dividend, declared and paid earlier, would amount to a total dividend of Rs. 5.10/- per share for the financial year 2018-2019.

ABRIDGED FINANCIAL STATEMENT

In terms of the provision of Section 136(1) of the Companies Act, 2013, Rule 10 of Companies (Accounts) Rules, 2014 and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has decided to circulate the Abridged financial statement to the shareholders for the financial year 2018-2019, who have not registered their e-mail id.

Members who desire to obtain the full version of the report may write to the Corporate Secretarial Department at the registered office address and will be provided with a copy of the same. Full version of the Annual Report will also be available on the Companyâs website, www.sundram.com

CONSOLIDATED FINANCIAL STATEMENT

In addition to the financial statements, the audited Consolidated Financial Statement of the Company and all of the subsidiaries prepared in the same form and manner as that of its own and in accordance with the applicable Accounting Standards (Ind AS), form part of the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts in respect of each of subsidiary on its website, www.sundram.com. The Company shall provide a copy of audited / unaudited financial statement, as the case may be, as prepared in respect of each of its subsidiary, upon request by any of its shareholders.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with a certificate from the Companyâs auditors confirming the compliance of conditions of Corporate Governance is attached to this report. Management Discussion and Analysis detailing the state of the companyâs affairs is also attached to this report (Please refer Page Nos. 43 to 47).

DIRECTORS

The existing composition of the Companyâs Board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to independent directors and women directors.

Ms Preethi Krishna, Director (DIN: 02037253) of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re-appointment. Necessary resolution for her re-appointment is being placed for approval of the members at the AGM. The Board, therefore, recommends her re-appointment as a Director of the Company. A brief resume of Ms Preethi Krishna and other relevant information have been furnished in the notice convening the AGM.

Sri V Narayanan (DIN 00081673), Independent Director, retired from the Board effective, September 22, 2018. The Company has benefited immensely through his association and the Board of Directors place on record their sincere thanks for the services rendered by him as a Director.

Dr Nirmala Lakshman, Director, (DIN 00141632) has been appointed as a Non-Executive Independent Director effective, September 20, 2018.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OF SECTION 149

All the independent directors have submitted a declaration pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6).

EXTRACT OF ANNUAL RETURN

An extract of annual return in Form MGT-9 is annexed as Annexure - I and forms part of this report. In terms of the requirement of Section 134(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the same is available on the Companyâs website, www.sundram.com.

BOARD MEETINGS

During the year, five meetings of the Board of Directors were held. The details of the meetings are furnished in the Annual Report disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is attached to this Report (Please refer Page No. 60).

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed and there were no material departures.

d) they had prepared the annual accounts on a going concern basis.

e) they had laid down the internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

NOMINATION AND REMUNERATION POLICY

Salient features of the Policy:

The policy is to ensure that the remuneration is in line with best comparable market practices, as well as competitive vis-a-vis that of comparable companies both in India and other international markets, which will have a motivating effect to act as a driving force to ensure long term availability of talent and also retention of the best talents. The Policy will have due regard to the situation of the specific regions in which the Company operates.

A brief description about the Companyâs Nomination and Remuneration Policy on directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other related matters provided in Section 178(3) of the Act are provided in the Annual Report Disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Please refer Page Nos. 65 & 66).

The Nomination and Remuneration Policy is available on the Companyâs website at:- https://sundram.com/pdf/corporate/ NominationandRemunerationPolicy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013)

All transactions with related parties were on armâs length basis and in the ordinary course of business. There was no material related party contract during the year. Form AOC-2 as required under Section 134 (3)(h) of the Act is enclosed vide Annexure - III to this report.

MATERIAL CHANGES AND COMMITMENTS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Act read with Companies (Accounts) Rules, 2014 is enclosed vide Annexure - IV.

RISK MANAGEMENT

Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at their meeting held on February 1, 2019 has constituted the Risk Management Committee. Sri Suresh Krishna, Chairman, Ms. Arathi Krishna, Managing Director and Ms. Arundathi Krishna, Joint Managing Director are members of the Committee.

Brief description of terms of reference:-

i. continuous review of business parameters on a regular basis by the management, including commodity hedging positions in a more transparent, detailed and uniform manner.

ii. exercising prudence while incurring capital expenditure or outlays on new projects.

iii. entering into long term contracts with customers to underwrite the capacities created

v. judicious approach to proportionate sourcing of inputs from indigenous and overseas markets in order to take advantage of commodity prices and exchange rate movements

vi. monitoring, reviewing and hedging foreign exchange risks in accordance with the risk management policy

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND IMPLEMENTATION

The salient features of the Policy are to actively engage and extend support to the communities in which it operates and thus build a better, sustainable way of life by supporting the weaker sections of the society and thus contribute to the human development, to impel measures and to provide solutions that will balance economic, social and environmental issues and to work together with our employees with a commitment for adhering to responsible business practices in terms of quality management, environmental sustainability and support to the community.

The Company has undertaken activities as per the CSR Policy (available on the Companyâs website http://www.sundram.com/investors.php) and the Annual report on CSR activities is enclosed vide Annexure - V forming part of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached as Annexure to this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has 7 Domestic Subsidiaries and 5 Overseas Subsidiaries. The financial performance of the subsidiaries during financial year 2018-19 are given hereunder:-

The Company, by way of initial subscription to the Memorandum of Association, has subscribed to 10,000 equity shares of âSunfast TVS Limitedâ. Sunfast TVS Limited has been incorporated as a new wholly-owned subsidiary of the Company under the Companies Act, 2013 with effect from April 8, 2019.

Sundram Fasteners (Zhejiang) Limited, China (SFZL, China) and Cramlington Precision Forge Limited, United Kingdom (CPFL, UK) are step-down overseas subsidiaries of the Company. The principal activity of CPFL, UK is manufacture of precision forgings and that of SFZL, China is manufacture of fasteners and bearing housing.

The revenue from operations from CPFL, UK during the year under review was at Rs. 11,936.91 lakhs as against Rs. 8,217.48 lakhs in the previous year. The net profit / (loss) was at '' (699.85) lakhs as against '' (458.72) lakhs in the previous year.

The revenue from operations from SFZL, China during the year under review was at Rs. 26,035.51 lakhs as against Rs. 18,832.33 lakhs in the previous year. The net profit was at Rs. 1,803.64 lakhs as against Rs. 1,331.43 lakhs in the previous year.

The revenue from operations from Sundram International Limited, a wholly-owned subsidiary during the year under review was at Rs. 170.32 lakhs as against Rs. 118.65 lakhs in the previous year. The net profit / (loss) was at '' (33.75) lakhs as against '' (72.20) lakhs in the previous year.

TVS Upasana Limited is a wholly-owned subsidiary and is engaged in the manufacture of Spokes and Nipples, automobile kits, tools, dowel pins, small screws, Cold Extruded Parts and other parts catering to automotive industry. The revenue from operations from TVS Upasana Limited during the year under review was at Rs. 17,218.98 lakhs as against Rs. 15,482.98 lakhs in the previous year. The net profit was at Rs. 1,604.69 lakhs as against Rs. 1,744.52 lakhs in the previous year.

Sundram Precision Components Limited (SPCL), a wholly-owned subsidiary is engaged in the manufacture of parts for motor vehicle, sintered parts such as valve guides, valve seats and other parts catering to automotive industry. The revenue from operations from SPCL during the year under review was at Rs. 2,606.84 lakhs as against Rs. 2,585.81 lakhs in the previous year. The net profit was at Rs. 151.59 lakhs as against Rs. 193.00 lakhs in the previous year. The application with respect to the amalgamation of SPCL (âTransferor Companyâ) with Sundram Fasteners Limited (âTransferee Companyâ) was filed by the transferor company during the financial year with the National Company Law Tribunal, Chennai Bench (NCLT). The final hearing by the NCLT with respect to the amalgamation of transferor company with the transferee company was held during April 2019. The matter was heard and the NCLT has sanctioned the scheme of amalgamation of SPCL with SFL and their respective shareholders, with Appointed Date as April 11, 2019.

The revenue from operations from Sundram Non-Conventional Energy Systems Limited, a subsidiary during the year under review was at Rs. 286.68 lakhs as against Rs. 364.36 lakhs in the previous year. The net profit was at Rs. 162.76 lakhs as against Rs. 208.53 lakhs in the previous year.

The revenue from operations from Sundram Fasteners Investments Limited, a wholly-owned subsidiary during the year under review was at Rs. 0.98 lakhs as against Rs. 0.52 lakhs in the previous year. The net profit / (loss) was at '' (0.34) lakhs as against '' (0.41) lakhs in the previous year.

TVS Infotech Limited (TVSi), a subsidiary is engaged in information technology business providing Enterprise Solutions for core industries like Manufacturing, Automotive and Distribution and focuses on off-shore and outsourcing operations for clients in India and the U.S.A. The revenue from operations from TVSi during the year under review was at Rs. 667.98 lakhs as against Rs. 786.59 lakhs in the previous year. The net profit was at Rs. 76.96 lakhs as against Rs. 15.49 lakhs in the previous year.

TVS Next Private Limited (TVSN) is a subsidiary of TVSi and a step-down subsidiary of the Company. TVSNâs focused efforts in targeting USA market and Indian Enterprise customers paid dividends in the form of increased revenues. The Company maintains a healthy sales pipeline in both USA and India. Improved utilisation of resources and relentless focus on cost control helped achieve higher profits this year. The revenue from operations from TVSN was at Rs. 2,191.56 lakhs as against Rs. 1,579.60 lakhs during the year under review. The net profit / (loss) was at Rs. 83.15 lakhs as against Rs. 70.69 lakhs in the previous year.

The application with respect to the amalgamation of TVSN (âTransferor Companyâ) with TVS Infotech Limited (âTransferee Companyâ) was filed by the transferor company during the financial year with the National Company Law Tribunal, Chennai Bench (NCLT). The final hearing by the NCLT with respect to the amalgamation of transferor company with the transferee company was held during April 2019. The matter was heard and the NCLT has sanctioned the scheme of amalgamation of TVSN with TVS Infotech Limited and their respective shareholders, with Appointed Date as April 01, 2018.

The revenue from operations from TVS Infotech Inc, a step-down subsidiary during the year under review was at Rs. 1,835.91 lakhs as against Rs. 2,306.45 lakhs in the previous year. The net profit was at Rs. 62.14 lakhs as against Rs. 84.07 lakhs in the previous year.

The revenue from operations from all the subsidiaries of the Company in aggregate during the year under review was at Rs. 550.42 Crores resulting in overall contribution of 12.00% of the consolidated revenue and 5.00% of the consolidated net profits.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companyâs subsidiaries, Associates and Joint Ventures in detail in Form AOC-1 is attached to the financial statements of the Company (Please refer Page No.196).

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANYâS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be Companyâs subsidiary, joint venture or associate company during the financial year 2018-2019.

PUBLIC DEPOSITS

REGULATORY / COURT ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROLS OF THE COMPANY

The Company maintains all its financial records in Systems, Applications and Products (SAP) System and all financial transaction flow and approvals are routed through SAP. The Company has in house internal audit team to observe the effective functioning of internal financial controls, ensuring adequacy with respect to financial statements and verify whether the financial transaction flow in the organisation is being done based on the approved policies of the Company. The internal auditor presents the internal audit report every quarter and management comments on the internal audit observations to the Audit Committee. The internal control mechanisms are in place for safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

APPOINTMENT AND REMUNERATION OF KEY MANAGERIAL PERSONNEL

The statement of particulars of Appointment and Remuneration of Key Managerial Personnel as per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed vide Annexure VI forming part of this report.

Pursuant to Section 136 (1) of the Companies Act, 2013, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014. The statement is available for inspection by the shareholders at the Registered Office of the Company during business hours.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, B S R & Co. LLP, Chartered Accountants, Chennai, (Registration No. 101248 W / W- 100022 with the Institute of Chartered Accountants of India), were appointed as Statutory Auditors of the Company at the Fifty Fourth Annual General Meeting (AGM) of the Company for a consecutive period of five years commencing from the conclusion of the Fifty Fourth AGM (i.e., August 24, 2017).

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2018-2019. Secretarial Audit Report issued by Sri K Sriram, Practising Company Secretary (CP No.2215), Partner, M/s. S Krishnamurthy & Co., Company Secretaries, Chennai in Form MR-3 is enclosed in Annexure VII forming part of this report and does not contain any qualification. The Board of Directors has appointed M/s. S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2019-2020. Necessary consent has been received from them to act as Secretarial Auditors.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 (the Act) read with Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors had appointed Sri P Raju Iyer, Practising Cost Accountant (Membership No.6987) as Cost Auditor for the financial year 2019-2020. The audit committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

SECRETARIAL STANDARDS

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Pursuant to Sections 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism through a Whistle Blower Policy. The details about the whistle blower policy are provided in the Annual Report Disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors during the financial year 2018-2019 has amended the Whistle Blower Policy pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended on December 31, 2018 notified by the Securities and Exchange Board of India to enable employees to report instances of leak of unpublished price sensitive information. The amendment has come into effect from April 1, 2019.

INDUSTRIAL RELATIONS

Industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company during the year under review.

ACKNOWLEDGMENT

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited, a step-down subsidiary. The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the step down Subsidiary. The Directors wish to thank the Companyâs bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, employees for all the assistance rendered by them from time to time.

On behalf of the Board

May 9, 2019 SURESH KRISHNA

Chennai Chairman

Mar 31, 2018

The Directors are pleased to present the Fifty Fifth Annual Report together with the audited financial statements for the year ended March 31, 2018. The Company celebrated its Golden Jubilee year in 2017. The 50 years milestone is a significant event in the annals of the company. The event was celebrated with the participation of the employees, directors and stakeholders of the company.

FINANCIAL HIGHLIGHTS (STANDALONE)	Rs. in crores
	2017 - 18	2016-17
Revenue from Operations	3,396.11	2,947.27
Other Income	29.62	12.92
Total Revenue (net of excise duty)	3,425.73	2,960.19
Total Expenditure	2,775.36	2,407.13
Gross Profit before interest, depreciation and taxes	650.37	553.06
Less: Interest	18.80	30.31
Exchange Losses / (Gains)	13.76	6.01
Depreciation	98.07	89.77
Profit before Exceptional items and taxes	519.73	426.97
Exceptional items	-	(2.37)
Profit Before Tax	519.73	424.60
Less: Provision for tax	152.26	109.12
Profit after Tax	367.47	315.48
Add: Balance brought forward	220.82	198.28
Balance available for appropriation	588.29	513.76
Appropriations
Interim / Final Dividends	98.76	35.72
Tax on Interim / Final Dividends	18.17	7.22
Transfer to Reserves	300.00	250.00
Balance carried forward	171.36	220.82
	588.29	513.76

TRANSFER TO RESERVES

The Company has transferred Rs.300 Crores to Reserves.

DIVIDEND

The Board had earlier during the year, declared first interim dividend of Rs.1.90 per share (190%) and the same was paid on November 21, 2017. The Directors have decided to pay a second interim dividend of Rs.2.70 per share (270%), which, together with the first interim dividend, declared and paid earlier, would amount to a total dividend of Rs.4.60 per share (460%) for the financial year 2017-2018.

The Dividend Distribution Policy, formulated in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available on the Companyâs website at:- http://sundram.com/pdf/ corporateZDividendDistributionPolicy02022017.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The audited Consolidated Financial Statements of the Company prepared in accordance with the Companies Act, 2013 and the Accounting Standards (Ind AS), also form part of the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.sundram. com. The Company will make available the audited annual accounts and associated information of its subsidiaries, upon request by any of its shareholders.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with a certificate from the Companyâs auditors confirming the compliance of conditions of Corporate Governance is attached to this report. Management Discussion and Analysis detailing the state of the companyâs affairs is also attached to this report (Please refer Page Nos. 37 to 40).

DIRECTORS

Sri Suresh Krishna (DIN 00046919) retired as the Managing Director of the Company effective, April 20, 2018. He continues to be a Director and Chairman of the Board. Ms Arathi Krishna, Joint Managing Director (DIN 00517456) and Ms Arundathi Krishna, Deputy Managing Director (DIN: 00270935) were re-designated as Managing Director and Joint Managing Director respectively, effective April 20, 2018.

Ms Arathi Krishna, Managing Director (DIN: 00517456) of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re-appointment. Necessary resolution for her re-appointment is being placed for approval of the members at the AGM. The board, therefore, recommends her re-appointment as a Director of the Company. A brief resume of Ms Arathi Krishna and other relevant information have been furnished in the notice convening the AGM.

Ms Preethi Krishna, Director (DIN 02037253) has been appointed as a Non-Executive Non-Independent Director effective, July 5, 2017.

Sri Heramb R Hajarnavis (DIN 01680435) has been appointed as a Non-Executive Independent Director effective, September 20, 2017.

Sri R Ramakrishnan and Sri M Raghupathy, Independent Directors, retired from the Board effective, September 22, 2017.

Sri C V Karthik Narayanan has ceased to be a Director effective December 13, 2017 consequent to his demise.

Sri S Mahalingam, Director, (DIN 00121727) has been appointed as a Non-Executive Independent Director effective, January 30, 2018.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OF SECTION 149

All the independent directors have submitted a declaration pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6).

EXTRACT OF ANNUAL RETURN

An extract of annual return in Form MGT-9 is annexed as Annexure - I and forms part of this report.

BOARD MEETINGS

During the year, six meetings of the Board of Directors were held. The details of the meetings are furnished in the Annual Report disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is attached to this Report (Please refer Page No. 52).

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed and there were no material departures.

d) they had prepared the annual accounts on a going concern basis.

e) they had laid down the internal financial controls to be followed by the company and such internal financial controls are adequate and are operating effectively.

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

NOMINATION AND REMUNERATION POLICY

A brief description about the Companyâs Nomination and Remuneration Policy on directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other related matters provided in Section 178(3) of the Act are provided in the Annual Report Disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Please refer Page Nos. 52 & 53).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 1 86 OF THE COMPANIES ACT, 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013)

All transactions with related parties were on armâs length basis and in the ordinary course of business. There was no material related party contract as defined under the Companies Act, 2013 during the year. Form AOC-2 as required under Section 134 (3)(h) of the Act is enclosed as Annexure - III to this report.

MATERIAL CHANGES AND COMMITMENTS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND IMPLEMENTATION

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached as Annexure to this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has 6 Domestic Subsidiaries and 5 Overseas Subsidiaries. The financial performance of some of the subsidiaries during financial year 2017-18 are given hereunder:-

The revenue from operations from CPFL, UK during the year under review was at Rs.8,217.48 lakhs as against Rs.6,901.47 lakhs in the previous year. The net profit / (loss) was at â (458.72) lakhs as against Rs.148.15 lakhs in the previous year.

The revenue from operations from SFZL, China during the year under review was at Rs.18,774.99 lakhs as against Rs.13,350.36 lakhs in the previous year. The net profit was at Rs.1,331.43 lakhs as against Rs.740.12 lakhs in the previous year.

Sundram Precision Components Limited (SPCL), a wholly- owned subsidiary is engaged in the manufacture of parts for motor vehicle, sintered parts such as valve guides, valve seats and other parts catering to automotive industry. The revenue from operations from SPCL during the year under review was at Rs.2,645.32 lakhs as against Rs.2,368.94 lakhs in the previous year. The net profit was at Rs.193.00 lakhs as against Rs.253.51 lakhs in the previous year. The Board of Directors at their meeting held on May 24, 2017 had approved the scheme of amalgamation of Sundram Precision Components Limited with the Company and the relevant process is in preliminary stage.

TVS Infotech Limited (TVSi), a subsidiary is engaged in information technology business providing Enterprise Solutions for core industries like Manufacturing, Automotive and Distribution and focuses on off-shore and outsourcing operations for clients in India and the U.S.A. The revenue from operations from TVSi during the year under review was at Rs.728.21 lakhs as against Rs.1,993.64 lakhs (sale of SAP business during the financial year 2016-17) in the previous year. The net profit was at Rs.15.49 lakhs as against Rs.14.04 lakhs in the previous year.

TVS Next Private Limited (TVSN) is a subsidiary of TVSi and a step-down subsidiary of the Company. TVSNâs focused efforts in targeting USA market and Indian Enterprise customers paid dividends in the form of increased revenues. The Company maintains a healthy sales pipeline in both USA and India. Improved utilisation of resources and relentless focus on cost control helped achieve higher profits this year. The revenue from operations from TVSN was at Rs.1,567.10 lakhs during the year under review as against Rs.986.55 lakhs in the previous year. The net profit / (loss) was at Rs.70.69 lakhs as against â (63.08) lakhs in the previous year.

Pursuant to the provisions of Section 1 29(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companyâs subsidiaries, Associates and Joint Ventures in detail in Form AOC-1 is attached to the financial statements of the Company (Please refer Page No. 175).

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANYâS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be Companyâs subsidiary, joint venture or associate company during the financial year 2017-2018.

PUBLIC DEPOSITS

REGULATORY / COURT ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROLS OF THE COMPANY

The Company maintains all its financial records in Systems, Applications and Products (SAP) System and all financial transaction flow and approvals are routed through SAP. The Company has in-house internal audit team to observe the effective functioning of internal financial controls, ensuring adequacy with respect to financial statements and verify whether the financial transaction flow in the organisation is being done based on the approved policies of the Company. The internal auditor presents the internal audit report every quarter and management comments on the internal audit observations to the Audit Committee. The internal control mechanisms are in place for safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

APPOINTMENT AND REMUNERATION OF KEY MANAGERIAL PERSONNEL

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2017-2018. Secretarial Audit Report issued by Sri K Sriram, Practising Company Secretary (CP No.2215), Partner, M/s. S Krishnamurthy & Co., Company Secretaries, Chennai in Form MR-3 is enclosed in Annexure VII forming part of this report and does not contain any qualification. The Board of Directors has appointed M/s. S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2018-2019. Necessary consent has been received from them to act as Secretarial Auditors.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s. B S R & Co. LLP, Chartered Accountants, Chennai, (Registration No. 101248 W / W- 100022 with the Institute of Chartered Accountants of India), were appointed as Statutory Auditors of the Company at the Fifty Fourth Annual General Meeting (AGM) of the Company for a consecutive period of five years commencing from the conclusion of the Fifty Fourth AGM (i.e., August 24, 2017).

COST AUDITOR

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted the Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. One complaint was received and resolved during the calendar year 2017.

SECRETARIAL STANDARDS

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The details about the whistle blower policy are provided in the Annual Report Disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INDUSTRIAL RELATIONS

Industrial relations continued to remain congenial during the year. The Directors thank the employees for their contribution to the progress of the Company during the year under review.

ACKNOWLEDGMENT

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited, a step down subsidiary. The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the step down Subsidiary. The Directors wish to thank the Companyâs bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, employees for all the assistance rendered by them from time to time.

On behalf of the Board

May 9, 2018 SURESH KRISHNA

Chennai Chairman

Mar 31, 2017

The Directors are pleased to present the Fifty Fourth Annual Report together with the audited financial statements for the year ended 31^st March 2017.

FINANCIAL HIGHLIGHTS (STANDALONE) Rs. lakhs

	2016-17	2015-16
Revenue from Operations	315,863.55	280,903.26
Other Income	1,320.14	3,458.30
Total Revenue	317,183.69	284,361.56
Total Expenditure	261,140.09	242,470.69
Gross Profit before interest, depreciation and taxes	56,043.60	41,890.87
Less: Interest	3,030.85	2,002.47
Exchange Losses / (Gains)	1,338.65	4,044.86
Depreciation	8,976.99	9,174.19
Profit before Exceptional items and taxes	42,697.11	26,669.35
Exceptional items	(236.94)	(4,559.96)
Profit Before Tax	42,460.17	22,109.39
Less: Provision for tax	10,912.23	709.89
Profit after Tax	31,547.94	21,399.50
Add: Balance brought forward	19,828.12	20,813.09
Balance available for appropriation	51,376.06	42,212.59
Appropriations
Interim Dividends	3,572.19	6,408.92
Tax on Interim Dividends	721.83	975.55
Transfer to General Reserve	25,000.00	15,000.00
Balance carried forward	22,082.04	19,828.12
	51,376.06	42,212.59

TRANSFER TO RESERVES

The Company has transferred Rs. 25,000 lakhs to general reserves.

DIVIDEND

The Board had earlier during the year, declared first interim dividend of Rs.1.70/- per equity share (170%) of face of Rs.1 each absorbing a sum of Rs.35.72 crores for the financial year 2016-2017 and the same was paid on 18^th November, 2016. The Board is pleased to recommend a final dividend of Rs.2.80 per equity share (280%) of face value of Rs.1 each absorbing a sum of Rs.58.84 crores which, together with the interim dividend, aggregates to a total dividend of Rs.4.50 per equity share for 2016-2017.

CONSOLIDATED FINANCIAL STATEMENTS

The audited Consolidated Financial Statements of the Company also form part of the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.sundram.com. The Company will make available the audited annual accounts and associated information of its subsidiaries, upon request by any of its shareholders.

DIRECTORS

Ms Arundathi Krishna, Deputy Managing Director (DIN: 00270935) of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re-appointment. Necessary resolution for her re-appointment is being placed for approval of the members at the AGM. The board, therefore, recommends her re-appointment as a Director of the Company. A brief resume of her and other relevant information have been furnished in the notice convening the AGM.

Sri Venu Srinivasan, Non-Executive Non-Independent Director, has resigned from the Board, effective 8^th August, 2016.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OF SECTION 149

All the independent directors have submitted a declaration pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6).

EXTRACT OF ANNUAL RETURN

An extract of annual return in Form MGT-9 is annexed as Annexure - I and forms part of this report.

BOARD MEETINGS

The Company, in consultation with the Directors, prepares and circulates a tentative annual calendar for the meetings of the Board and its Committees in order to facilitate and assist the Directors to plan their schedules for the meetings.

There were four Board Meetings during the year ended 31^st March, 2017, which were on 20^th May, 2016, 9^th August, 2016, 2^nd November, 2016 and 2^nd February, 2017.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders'' Relationship Committee

5. Finance Committee

6. Strategy Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance section of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed and there were no material departures.

b) they had selected appropriate accounting policies and applied them consistently, and madejudgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended 31^st March 2017.

d) they had prepared the annual accounts on a going concern basis.

e) they had laid down the internal financial controls to be followed by the company and such internal financial controls are adequate and are operating effectively.

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

NOMINATION AND REMUNERATION POLICY

(I) Criteria for Determining Qualifications, Positive Attributes & Independence of Director

1. Qualifications of Independent Director:

An independent director shall be a person of eminence, standing and knowledge with significant achievements in business, professions and/or public service or professional practice and desirable to have industry experience in which the company operates. An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the company''s business.

2. Positive attributes of Independent Directors:

Nomination and Remuneration Committee shall take into account the following positive attributes while recommending the appointment of independent director.

a) To demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively.

b) Continuously update their knowledge and skills with the latest developments in the automobile industry, market conditions and applicable legal provisions.

c) Ability and willingness to devote sufficient time and attention to the Company''s business and discharge their responsibilities.

d) Ability to bring an independent judgment to the Board''s deliberations especially on issues of strategy, performance, risk management, key appointments and standards of conduct.

e) Ability to develop a good working relationship with other Board members and contribute to the Board''s working relationship with the senior management of the Company.

f) To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees

g) Assist the company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent director should meet the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, concerning independence of directors as may be specified from time to time.

(II) Remuneration Policy for Directors, Key Managerial Personnel and other employees

A. NON-EXECUTIVE DIRECTORS

Sitting Fees

Non-executive Directors will be entitled to sitting fees for attending meetings of the Board and its Committees as may be decided by the Board from time to time within the limits prescribed under the Act. The sitting fees presently paid to the Non -Executive Director is Rs.50,000/- per meeting of the Board and Rs.20,000/- per meeting of any Committee of the Board or separate meeting of independent directors thereof.

Reimbursement of expenses

Non-executive Directors will be entitled to reimbursement of expenses incurred in connection with attending the Board meetings, Board Committee meetings, meeting of independent directors, general meetings and in relation to the business of the Company towards hotel accommodation, travelling and other out-of-pocket expenses.

B. MANAGING DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The following will be the guiding factors with respect to remuneration to Managing Director(s), Key Managerial Personnel and other employees.

a) The objective of the policy is directed towards having a compensation philosophy and structure that will reward and retain talent.

b) The Remuneration to Managing Director shall take into account the Company''s overall performance, Managing Directors'' contribution for the same and trends in the industry in general, in a manner, which will ensure and support a high performance culture.

c) As the company does not have any stock options, such instruments do not form part of his remuneration package.

d) The remuneration and commission to be paid to the Managing Director shall be in accordance with the percentage / limits / conditions laid down in the Companies Act, 2013.

e) Remuneration to Key Managerial Personnel and Senior Management personnel will have a balance between fixed and incentive pay reflecting both short and long term performance objectives appropriate to the working of the Company and its goals and objectives. Such remuneration will generally comprise of fixed pay, performance pay, perquisites, provision of car and other work related benefits, Directors & Officers'' Liability Insurance Policy (D&O Policy)

f) The Remuneration to the key managerial personnel and other employees will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

POLICY ON BOARD DIVERSITY

Pursuant to requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee (NRC) has framed a Policy on Board diversity appropriate to the business requirements of the Company, which inter-alia specifies optimum combination of Executive Directors, Non -Executive Directors and Independent Directors, the recommendatory requirement for each of the directors to possess functional diversity and role of NRC to ensure that the Policy on Board diversity is considered while recommending the appointment of new directors on the Board of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note No.38 to the standalone financial statement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013)

All transactions with related parties were on arm''s length basis and in the ordinary course of business. There was no material related party contract during the year. Form AOC-2 as required under Section 134 (3)(h) is enclosed as Annexure - II to this report.

MATERIAL CHANGES AND COMMITMENTS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT

The Company faces diverse risks in terms of slowdown in economy, input prices, reputation, interest rates, foreign exchange, information systems, etc. The auto component industry has been operating in a challenging environment due to uncertainties and demand fluctuations in the economy in general and in particular automotive industry. The Company manages its risks in the following manner:-

a) exercising prudence while incurring capital expenditure or outlays on new projects

b) entering into long term contracts with customers to underwrite the capacities created

c) determination of product prices after engineering studies

d) adoption of a diversified business model in terms of products, market segments, geography and customers to ensure that Company is able to withstand any instability in the entire business eco-system

e) judicious approach to proportionate sourcing of inputs from indigenous and overseas markets in order to take advantage of commodity prices and exchange rate movements

f) analyzing credit risks through market feedbacks

g) management of interest rate risks through a combination of loan products, tenor of financing and currency denomination

h) monitoring, reviewing and hedging foreign exchange risks in accordance with the risk management policy

All the above mentioned risks are managed through continuous review of business parameters on a regular basis by the management. Insurable risks are analyzed and insurance policies are taken to protect the company''s interests. The Board of Directors are also informed periodically of the risks and concerns. Corrective actions and mitigation measures are taken as and when needed.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND IMPLEMENTATION

The Company has undertaken activities as per the CSR Policy (available on the Company''s website http:// www.sundram.com/investors.php and the Annual report on CSR activities is enclosed vide Annexure - IV forming part of this report.

BOARD EVALUATION

The Nomination and Remuneration Committee (NRC) has laid down the criteria for performance evaluation of independent directors and other directors, Board of Directors and Committees of the Board of Directors. The criteria for performance evaluation cover the areas relevant to their functioning as independent directors or other directors, member of Board or Committees of the Board.

Evaluation of all Board members is done by the Board, NRC and Independent Directors on an annual basis with specific focus on the performance and effective functioning of the Board and individual directors. During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual directors, including the Chairman of the Board. The exercise was carried out through an evaluation process covering various aspects of the Boards'' functioning such as composition of the Board and committees, frequency of meetings, administration of meeting, flow of information to the board, experience and competencies, performance of specific duties and obligations, disclosure of information to stakeholders, etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman who were evaluated on parameters such as attendance, contribution at the meetings and independent judgement. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

Report on the performance and financial position of each of the subsidiaries of the Company is given along with Financial Statement in Form AOC-1 (Please refer page no. 134).

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY''S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

TVS Infotech Limited (TVSi), a subsidiary of Sundram Fasteners Limited (SFL), has acquired 90% of the equity share capital of Blisslogix Technology Solutions Private Limited (BTS) on April 11, 2016. In view of the above, the name of the Company - BTS has been changed to TVS Next Private Limited. With this acquisition, TVS Next Private Limited has become a subsidiary of TVSi and a step down subsidiary of SFL.

The Company, by way of subscription to rights offer, has subscribed to 30,50,885 equity shares of TVS Infotech Limited (TVSi), a subsidiary, on April 11, 2016. With this acquisition, Sundram Fasteners Limited has 54.61% equity stake in TVSi and it has thus become a direct subsidiary of the Company.

In view of the cessation of Company''s Joint Venture with Bleistahl Produktions GmbH & Co. KG, Germany (Bleistahl) through its subsidiary company, Sundram Precision Components Limited (SPCL), the Company has acquired 16,80,000 equity shares (24%) of Rs.10/- each from Bleistahl, in the share capital of SPCL, on 27^th March, 2017. With this acquisition, our Company has 100% equity stake in SPCL (prior to acquisition, the Company was holding 76%) and SPCL has thus become a wholly owned subsidiary of the Company.

Except for the details given above, no other company has become or ceased from being Company''s subsidiary, joint venture or associate company during the financial year.

PUBLIC DEPOSITS

REGULATORY / COURT ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROLS OF THE COMPANY

The Company maintains all its financial records in Systems, Applications and Products (SAP) System and all financial transaction flow and approvals are routed through SAP. The Company''s Internal Audit team reviews the effective functioning of internal financial controls, ensuring adequacy with respect to financial statements and verify whether the financial transaction flow in the organization is being done based on the approved policies of the Company. During every quarter, internal auditor presents the internal audit report and management comments on the internal audit observations to the Audit Committee. Further, the Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Material Subsidiary Policy for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

APPOINTMENT AND REMUNERATION OF KEY MANAGERIAL PERSONNEL

The statement of particulars of Appointment and Remuneration of Key Managerial Personnel as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed vide Annexure V forming part of this report.

STATEMENT ON EMPLOYEES REMUNERATION

Pursuant to Section 136 (1) of the Companies Act, 2013, the report of the Board of Directors is being sent to all the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014. The statement is available for inspection by the shareholders at the Registered Office of the Company during business hours.

SECRETARIAL AUDITORS

The Board of Directors has appointed M/s. S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2017-2018. Necessary consent has been received from them to act as Secretarial Auditors.

SECRETARIAL AUDIT

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai were appointed as Statutory Auditors of the Company at the 51^st Annual General Meeting held on 22^nd September, 2014 for a consecutive period of three years, upto the conclusion of the 54^th Annual General Meeting.

In terms of third proviso under Section 139(2) of the Companies Act, 2013, the tenure of the incumbent Auditors ceases upon the conclusion of ensuing Annual General Meeting.

The Board of Directors place on record their sincere appreciation of the valuable services rendered by M/s Sundaram & Srinivasan, Chartered Accountants, Chennai since inception of the Company as statutory auditors of the Company.

The Board of Directors have recommended the appointment of B S R & Co. LLP, Chartered Accountants, Chennai as the statutory auditors of the Company, for a term of five consecutive years, till the conclusion of the Annual General Meeting of the Company for the financial year 2021-2022. The Company has received consent from B S R & Co. LLP, Chartered Accountants, Chennai to serve as statutory auditors of the Company, if they are so appointed.

They have also furnished necessary certificate required under the Companies Act, 2013 conveying their eligibility for appointment.

A brief profile of the auditor is given below:-

B S R & Co. (''the firm'') was constituted on 27^th March, 1990 having firm registration no. as 101248W. It was converted into limited liability partnership i.e. B S R & Co. LLP on 14^th October, 2013 thereby having a new firm registration no. 101248W / W-100022. The registered office of the firm is at 5^th Floor, Lodha Excelus, Apollo Mills Compound, N. M. Joshi Marg, Mahalaxmi, Mumbai, Maharashtra - 400 011 .

B S R & Co. LLP is a member entity of B S R & Affiliates, a network registered with the Institute of Chartered Accountants of India. The other entities which are part of the B S R & Affiliates include B S R & Associates LLP, B S R & Company, B S R and Co, B S R and Associates, B S R and Company, B S R R & Co, B S S R & Co and B B S R & Co.

B S R & Co. LLP is registered in Mumbai, Gurgaon, Bangalore, Kolkata, Hyderabad, Pune, Chennai, Chandigarh, Ahmedabad, Vadodara, Noida, Jaipur and Kochi.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 (the Act) read with Companies (Cost records and audits) Rules, 2014, as amended, the Board of Directors had appointed Sri P Raju Iyer, Practicing Cost Accountant (Membership No.6987) as Cost Auditor for the financial year 2017-2018. The audit committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted the SFL''s Policy on Sexual Harassment of Women at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. One complaint was received and resolved during the year 2016.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a Vigil Mechanism through a Whistle Blower Policy. The policy enables stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices, if any, reporting of concerns by directors and employees about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policy or any other genuine concerns or grievances. It also provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairman of the audit committee. No communication from any employee of the company under the whistle blower policy was received during the year.

INDUSTRIAL RELATIONS

Industrial relations continued to remain congenial during the year. The Directors thank the employees for their contribution to the progress of the Company during the year under review.

ACKNOWLEDGMENT

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited. The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the step down Subsidiary. The Directors wish to thank the Company''s bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, employees for all the assistance rendered by them from time to time.

On behalf of the Board

Chennai SURESH KRISHNA

24^th May, 2017 Chairman and Managing Director

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Fifty second Annual Report together with the audited financial statements for the year ended 31st March 2015.

FINANCIAL RESULTS Rs. lakhs

2014-15 2013-14

Revenue from Operations 238,576.58 202,227.62

Other Income 2,335.50 4,871.94

Total Revenue 240,912.08 207,099.56

Total expenditure 205,233.41 176,616.03

Gross Profit before interest, depreciation and taxes 35,678.67 30,483.53

Less: Interest 2,137.81 3,074.08

Exchange Losses / (Gains) 6,000.79 2,783.42

Depreciation 8,831.50 7,636.73

Profit before Exceptional items and taxes 18,708.57 16,989.30

Exceptional items (1,000.00) (1,000.00)

Profit Before Tax 17,708.57 15,989.30

Less: Provision for tax 4,176.33 3,900.07

Profit after Tax 13,532.24 12,089.23

Add: Balance brought forward 7,958.04 7,352.56

Balance available for appropriation 21,490.28 19,441.79

Appropriations

Interim Dividends 3,677.25 3,572.18

Tax on Interim Dividends 494.98 411.57

Transfer to General Reserve - 7,500.00

Balance carried forward 17,318.05 7,958.04

21,490.28 19,441.79

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the general reserve for the financial year ended on 31st March, 2015.

DIVIDEND

The Directors have decided to pay a Second Interim Dividend of Rs. 0.90 per share of face value of Rs. 1 each out of the surplus in profit and loss account, which together with the interim dividend of Re 0.85 declared and paid earlier, would amount to a total dividend for the year of Rs. 1.75 per share of Rs. 1 each. Dividend disbursed amounts to Rs. 4,172.23 lakhs inclusive of dividend distribution tax. Second interim dividend will absorb a total amount of Rs. 2,039.55 lakhs. The Directors do not recommend any final dividend.

CONSOLIDATED FINANCIAL STATEMENTS

The audited Consolidated Financial Statements of the Company and its subsidiaries also form part of the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.sundram.com. The Company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with a certificate from the Company's auditors confirming the compliance of conditions of Corporate Governance is attached to this report. Management Discussion and Analysis detailing the state of the company's affairs is also attached to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The existing composition of the company's Board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with regard to independent directors and women directors.

Sri B Muthuraman was appointed as a non-executive independent director not liable to retire by rotation for a period of five consecutive years from 16th April, 2015 to 15th April, 2020, through Postal Ballot process.

Sri Venu Srinivasan, Director of the company is liable to retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment. Necessary resolution for his re-appointment is being placed for approval of the members at the AGM. The board, therefore, recommends his re-appointment as a director of the company. A brief resume of him and other relevant information have been furnished in the notice convening the AGM.

In terms of Section 203 of the Companies Act, 2013, Sri Suresh Krishna, Chairman and Managing Director, Ms Arathi Krishna, Joint Managing Director, Ms Arundathi Krishna, Deputy Managing Director and Sri V G Jaganathan, Chief Financial Officer & Company Secretary were recognised as Key Managerial Personnel at the Board Meeting held on 30th May, 2014.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

All the independent directors have submitted a declaration as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6).

EXTRACT OF ANNUAL RETURN

An extract of annual return in Form MGT-9 is annexed herewith as Annexure - I.

BOARD MEETINGS

The Company, in consultation with the Directors, prepares and circulates a tentative annual calendar for the meetings of the Board and Board Committees in order to facilitate and assist the Directors to plan their schedules for the meetings.

There were four Board Meetings during the year ended 31st March 2015, which were on 30th May 2014, 7th August 2014, 6th November 2014 and 4th February 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed.

b) they had selected appropriate accounting policies and applied them consistently, and made judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for 31st March 2015.

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) they had prepared the annual accounts on a going concern basis.

e) they had laid down the internal financial controls to be followed by the company and such internal financial controls are adequate and are operating effectively.

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

NOMINATION AND REMUNERATION POLICY

(I) Criteria for Determining Qualifications, Positive Attributes & Independence of Director

1. Qualifications of Independent Director:

An independent director shall be a person of eminence, standing and knowledge with significant achievements in business, professions and/or public service or professional practice and desirable to have industry experience in which the company operates. An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the company's business.

2. Positive attributes of Independent Directors:

Nomination and Remuneration Committee shall take into account the following positive attributes while recommending the appointment of independent director.

a) To demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively.

b) Continuously update their knowledge and skills with the latest developments in the automobile industry, market conditions and applicable legal provisions.

c) Ability and willingness to devote sufficient time and attention to the Company's business and discharge their responsibilities.

d) Ability to bring an independent judgment to the Board's deliberations especially on issues of strategy, performance, risk management, key appointments and standards of conduct.

e) Ability to develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of the Company.

f) To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees

g) Assist the company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent director should meet the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement concerning independence of directors as may be specified from time to time.

(II) Remuneration Policy for Directors, Key Managerial Personnel and other employees

A. NON-EXECUTIVE DIRECTORS

Sitting Fees

Non-executive Directors will be entitled to sitting fees for attending meetings of the Board and its Committees as may be decided by the Board from time to time within the limits prescribed under the Act. The sitting fees presently paid to the Non-Executive Independent Director is Rs. 50,000/- per meeting of the Board and Rs. 20,000/- per meeting of any Committee of the Board or separate meeting of independent directors thereof.

Reimbursement of expenses

Non-executive Directors will be entitled to reimbursement of expenses incurred in connection with attending the Board meetings, Board Committee meetings, meeting of independent directors, general meetings and in relation to the business of the Company towards hotel accommodation, travelling and other out-of-pocket expenses.

B. MANAGING DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The following will be the guiding factors with respect to remuneration to Managing Director(s), Key Managerial Personnel and other employees.

a) The objective of the policy is directed towards having a compensation philosophy and structure that will reward and retain talent.

b) The Remuneration to Managing Director shall take into account the Company's overall performance, Managing Directors' contribution for the same and trends in the industry in general, in a manner which will ensure and support a high performance culture.

c) As the company does not have any stock options such instruments do not form part of his remuneration package.

d) The remuneration and commission to be paid to the Managing Director shall be in accordance with the percentage / limits / conditions laid down in the Companies Act, 2013.

e) Remuneration to Key Managerial Personnel and Senior Management personnel will have a balance between fixed and incentive pay reflecting both short and long term performance objectives appropriate to the working of the Company and its goals and objectives. Such remuneration will generally comprise of fixed pay, performance pay, perquisites, provision of car and other work related benefits, Directors & Officers' Liability Insurance Policy (D&O Policy)

f) The Remuneration to the key managerial personnel and other employees will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

POLICY ON BOARD DIVERSITY

In terms of Clause 49(IV) of the Listing agreement, the Nomination and Remuneration Committee has framed a Policy on Board diversity appropriate to the business requirements of the Company, which inter-alia specifies optimum combination of Executive Directors, Non-Executive Directors and Independent Directors, the recommendatory requirement for each of the directors to possess functional diversity and role of NRC to ensure that the Policy on Board diversity is considered while recommending the appointment of new directors on the Board of the company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the standalone financial statement (Please refer to Note 9, 10 & 18 and 29 under Note 31 to the standalone financial statement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013)

All contracts arrangements / transactions with related parties are on arms' length basis and in the ordinary course of business. There was no material related party contracts during the year on an arms' length basis. Form AOC-2 as required under Section 134 (3)(h) is enclosed as Annexure - II to this report.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Act read with Companies (Accounts) Rules, 2014 enclosed as

Annexure - III.

RISK MANAGEMENT

The Company faces diverse risks in terms of downturn in economy, input prices, reputation, interest rates, foreign exchange, information systems, etc. The auto component industry has been operating in a challenging environment due to weakness in the economy in general and in particular automotive industry. The Company manages its risks in the following manner:- a) exercising prudence while incurring capital expenditure or outlays on new projects

b) entering into long term contracts with customers to underwrite the capacities created

c) determination of product prices after engineering studies

d) adoption of a diversified business model in terms of products, market segments, geography and customers to ensure that Company is able to withstand any instability in the entire business eco-system

e) judicious approach to proportionate sourcing of inputs from indigenous and overseas markets in order to take advantage of commodity prices and exchange rate movements

f) analysing credit risks through market feedbacks

g) management of interest rate risks through a combination of loan products, tenor of financing and currency denomination

h) monitoring, reviewing and hedging foreign exchange risks in accordance with the risk management policy

All the aforesaid risks are managed through continuous review of business parameters on a regular basis by the management. Insurable risks are analysed and insurance policies are taken to protect the company's interests. The Board of Directors are also informed periodically of the risks and concerns. Corrective actions and mitigation measures are taken as and when needed.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND IMPLEMENTATION

The Company has undertaken activities as per the CSR Policy (available on the Company's website http://www.sundram.com/investors.php and the Annual report on CSR activities is enclosed vide Annexure - IV forming part of this report.

BOARD EVALUATION

The Nomination and Remuneration Committee (NRC) has laid down the criteria for performance evaluation of independent directors and other directors, Board of Directors and Committees of the Board of Directors. The criteria for performance evaluation cover the areas relevant to their functioning as independent directors or other directors, member of Board or Committees of the Board.

Evaluation of all Board members is done by the Board, NRC and Independent Directors on an annual basis with specific focus on the performance and effective functioning of the Board and individual directors. During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual directors, including the Chairman of the Board. The exercise was carried out through an evaluation process covering various aspects of the Boards' functioning such as composition of the Board and committees, frequency of meetings, administration of meeting, flow of information to the board, experience and competencies, performance of specific duties and obligations, disclosure of information to stakeholders, etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman who were evaluated on parameters such as attendance, contribution at the meetings and independent judgement. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies of the Company is given along with Financial Statement in Form AOC-1.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Sundram Fasteners Investments Limited (SFIL), a wholly-owned subsidiary of the company was holding 49.93% of equity share capital of TVS Infotech Limited. During the year, SFIL subscribed to additional equity shares of TVS Infotech Limited (an associate company) and consequently TVS Infotech Limited has become a subsidiary of SFIL. SFIL has 62.27% equity stake in TVS Infotech Limited. Thus, TVS Infotech Limited has become a subsidiary of SFIL, and consequently a step-down subsidiary of the Company. TVS Infotech Limited holds 100% equity stake in TVS Infotech Inc., Michigan, USA. Accordingly, TVS Infotech Inc., Michigan, USA has also become a step-down subsidiary of SFIL and of the company. TVS Infotech Limited (an unlisted company) is engaged in information technology business providing enterprise solutions for core industries like manufacturing, automotive and distribution.

Sundram RBI Sdn. Bhd., Malaysia (wholly owned subsidiary) has ceased operations during the year.

The Board of Directors of Sundram International Inc. (wholly owned subsidiary) has approved a plan for discontinuance of its operations.

Except for the details given above, no other company has become or ceased to be Company's subsidiary, joint venture or associate company during the financial year.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on Balance Sheet date.

REGULATORY / COURT ORDERS

During the year 2014-2015, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROLS

The Company maintains all its financial records in SAP System and all financial transaction flow and approvals are routed through SAP. The Company has in-house internal audit team to observe the effective functioning of internal financial controls and check whether the financial transaction flow in the organisation is being done based on the approved policies of the Company. During every quarter, internal auditor presents the internal audit report and management comments on the internal audit observations. Further, the Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Material Subsidiary Policy for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

APPOINTMENT AND REMUNERATION OF KEY MANAGERIAL PERSONNEL

The statement of particulars of Appointment and Remuneration of Key Managerial Personnel as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed vide Annexure V forming part of this report.

STATEMENT UNDER RULE 5 (2) AND (3) OF THE COMPANIES APPOINTMENT AND REMUNERATION RULES, 2014

In terms of first proviso to Section 136 (1) of the Companies Act, 2013, the report of the Board of Directors is being sent to all the shareholders of the Company excluding the statement prescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration) Rules, 2014. The statement is available for inspection by the shareholders at the Registered Office of the Company during business hours, till the conclusion of Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 the Board of Directors have appointed M/s. S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2014-2015. Secretarial Audit Report issued by Sri K Sriram, Practising Company Secretary (CP No.2215), Partner, M/s. S Krishnamurthy & Co., Company Secretaries, Chennai in Form MR-3 is enclosed vide Annexure VI and forms part of this report.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai,(Registration No. 004207S with the Institute of Chartered Accountants of India), were appointed as Auditors of the Company at the fifty first annual general meeting of the company for a consecutive period of three years commencing from 22nd September, 2014. The Company has received a certificate from the statutory auditors to the effect that ratification of their appointment, if made, would be in compliance with the requirements of the Companies Act, 2013 and the rules made thereunder. Accordingly, the Board of Directors propose to ratify their appointment as Auditors of the Company for the second consecutive year (within the term of three consecutive years approved by the shareholders at the Fifty First Annual General Meeting held on 22nd September, 2014).

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 (the Act) read with Companies (Cost records and audits) Rules, 2014, as amended, the Board of Directors had appointed Sri P Raju Iyer, Practising Cost Accountant (Membership No.6987) as Cost Auditor for the financial year 2015-2016. The audit committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder. The Company has also received necessary certificate under Section 141 of the Act conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act.

AUDIT COMMITTEE

The Audit Committee consists of Sri R Srinivasan, Sri V Narayanan and Sri R Ramakrishnan, all non-executive independent Directors of the Company, with Sri R Srinivasan as its Chairman.

The Audit Committee met four times during the year on 30th May 2014, 7th August 2014, 6th November, 2014 and 4th February, 2015. All the members attended the meeting.

The role and terms of reference of Audit Committee cover the matters specified for Audit Committees under Clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted the Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. No complaint was received during the year.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Board of Directors of the Company has formulated an effective Whistle Blower Policy (Vigil Mechanism) enabling stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices, if any, reporting of concerns by directors and employees about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy or any other genuine concerns or grievances, to provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairman of the audit committee. No communication from any employee of the company under the whistle blower policy was received during the year.

DELISTING OF SHARES FROM MADRAS STOCK EXCHANGE

Consequent to voluntary de-recognition of Madras Stock Exchange Limited (MSE) in terms of the circular dated 30th May 2012 issued by Securities and Exchange Board of India and in furtherance to the Company's application for voluntary delisting of equity shares from MSE, MSE on 29th December, 2014, had informed that the equity shares of the Company have been delisted from their exchange with effect from that date.

INDUSTRIAL RELATIONS

Industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company.

ACKNOWLEDGMENT

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited. The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the Subsidiary. The Directors wish to thank the Company's bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, employees for all the assistance rendered by them from time to time.

On behalf of the Board

Chennai SURESH KRISHNA

May 29, 2015 Chairman and Managing Director

Mar 31, 2014

REPORT OF THE DIRECTORS TO THE SHAREHOLDERS

The Directors are pleased to present the Fifty first Annual Report together with the audited accounts for the year ended 31st March 2014.

FINANCIAL RESULTS Rs lakhs 2013-14 2012-13

Revenue from Operations 202,227.62 206,941.67

Other Income 4,871.94 2,630.12

Total Revenue 207,099.56 209,571.79

Gross Profit before interest, depreciation and taxes 30,483.53 28,363.33

Less : Interest ` 3,074.08 4,108.75

Exchange Losses / (Gains) 2,783.42 4,026.54

Depreciation 7,636.73 7,161.54

Profit before Exceptional Items and taxes 16,989.30 13,066.50

Exceptional items (1,000.00) 127.80

Profit Before Tax 15,989.30 13,194.30

Less: Provision for tax 3,900.07 3,688.05

Profit after tax 12,089.23 9,506.25

Add: Balance brought forward 7,352.56 6,269.74

Balance available for appropriation 19,441.79 15,775.99 Appropriations

Interim Dividends 3,572.18 2,941.80

Tax on Interim Dividends 411.57 481.63

Transfer to General Reserve 7,500.00 5,000.00

Balance carried forward 7,958.04 7,352.56

19,441.79 15,775.99

SALES & PROFITS

The Company recorded total Net Sales and other income of Rs 2071.00 Crores for the year ended March 31, 2014 as against Rs 2095.72 Crores achieved during the previous year. The export sale was at Rs 760.75 Crores as against Rs 678.25 Crores in the previous year. The Profit after tax was at Rs 120.89 Crores as against Rs 95.06 Crores in the previous year. The Company continues to be a net foreign exchange earner for the seventeenth year in succession.

DIVIDEND

The Directors have decided to pay as Second Interim Dividend of Re 1.00 per Share of face value of Re 1 each, which together with the Interim Dividend of Re 0.70 declared and paid earlier would amount to a total dividend for the year of Rs 1.70 per share of Re 1 each. Dividend disbursed amounted to Rs 1,470.90 lakhs. Second Interim Dividend will absorb a total amount of Rs 2,101.28 lakhs. The Directors do not recommend any final dividend.

CONSOLIDATED FINANCIAL STATEMENTS / STATUTORY STATEMENTS

As required by Accounting Standard - AS 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements of the Company and its Subsidiaries are attached.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Profit and Loss account of subsidiaries. The Central Government has granted general exemption from complying with Section 212 of the Companies Act, 1956 to all companies vide Notification No.5/12/ 2007-CL-III dated February 8, 2011. Accordingly, the Company has presented in this Report, the consolidated financial statements of the holding Company and all its subsidiaries, duly audited by the Statutory Auditors. The Company has also disclosed in the Consolidated Balance Sheet the information required to be provided as per

the aforesaid notification dated February 8, 2011. The Company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary companies will also be kept for inspection, by any member at the Registered Office of the Company and its subsidiary companies.

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure to this report.

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given in the Annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Interested Members may write to the Company Secretary, at the Registered Office of the Company, for obtaining a copy of the said Annexure.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that :

1) in the preparation of annual accounts, the applicable accounting standards have been followed.

2) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) the annual accounts have been prepared on a going concern basis.

DIRECTORS

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014. The existing composition of the company''s board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive independent directors, namely Sri V Narayanan, Sri R Srinivasan, Sri R Ramakrishnan, Sri C V Karthik Narayanan, and Sri M Raghupathy.

In terms of Section 149(10) read with Section 149(5) of the Companies Act, 2013 it is proposed to appoint them as independent directors for the respective periods specified in the notice of the annual general meeting.

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Companies Act, 2013, two-third of the total number of directors i.e. excluding independent directors, are liable to retire by rotation and out of which, one-third is liable to retire by rotation at every annual general meeting. Accordingly, Ms Arathi Krishna, Director of the company, becomes liable to retire by rotation, at the ensuing AGM, and being eligible, offers herself for re-appointment.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the notice convening the AGM. Necessary resolutions for their appointment / re-appointment are being placed for approval of the members at the AGM.

The board, therefore, recommends their appointment / re-appointment as directors of the company.

AUDITORS STATUTORY AUDITOR

As per the provisions of Section 139(1) and (2) of the Companies Act, 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014 M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (who were earlier appointed as statutory auditors of the company, at the annual general meeting held on 23rd August, 2013) are eligible to be appointed for the period of three years, subject to ratification every year in the Annual General Meeting.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. Their eligibility criteria were reviewed by the audit committee and board, as specified under Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above mentioned period.

SECRETARIAL AUDITOR

In terms of under Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the company and to provide a report in this regard.

Accordingly, M/s. S Krishnamurthy & Co., Company Secretaries, Chennai have been appointed as Secretarial Auditor for carrying out the secretarial audit for the financial year 2014-2015.

INDUSTRIAL RELATIONS

The industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company.

GENERAL

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited. The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the Subsidiary.

The Directors wish to thank the Company''s bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, for all the assistance rendered by them from time to time.

On behalf of the Board

Chennai SURESH KRISHNA May 30, 2014 Chairman & Managing Director

Mar 31, 2013

TO THE SHAREHOLDERS

The Directors are pleased to present the Fiftieth Annual Report together with the audited accounts for the year ended 31st March 2013.

FINANCIAL RESULTS Rs lakhs

2012-13 2011-12

Revenue from Operations 206,941.67 214,663.52

Other Income 2,630.12 1,807.43

Total Revenue 209,571.79 216,470.95

Gross Profit before interest, depreciation and taxes 28,363.33 31,315.75

Less : Interest 4,108.75 3,490.26

Exchange Losses/(Gains) 4,026.54 5,729.74

Depreciation 7,161.54 6,361.31

Profit before Exceptional Items and taxes 13,066.50 15,734.45

Exceptional items 127.80 -

Profit before tax 13,194.30 15,734.45

Less : Provision for tax 3,688.05 4,474.58

Profit after tax 9,506.25 11,259.87

Add : Balance brought forward 6,269.74 3,418.72

Balance available for appropriation 15,775.99 14,678.59

Appropriations

Interim Dividends 2,941.80 2,941.80

Tax on Interim Dividends 481.63 467.05

Transfer to General Reserve 5,000.00 5,000.00

Balance carried forward 7,352.56 6,269.74

15,775.99 14,678.59

SALES & PROFITS

The Company recorded total Net Sales and other income of Rs 2,095.72 Crores for the year ended March 31, 2013 as against Rs 2,164.71 Crores achieved during the previous year. The export sale was at Rs 678.25 Crores as against Rs 645.88 Crores in the previous year. The Profit after tax was at Rs 95.06 Crores as against Rs 112.60 Crores in the previous year.

The Company continues to be a net foreign exchange earner for the sixteenth year in succession.

DIVIDEND

The Directors have decided to pay a Second Interim Dividend of Re 0.80 per Share of face value of Re 1 each, which together with the Interim Dividend of Re 0.60 declared and paid earlier would amount to a total dividend for the year of Rs 1.40 per share of Re 1 each. Dividend disbursed amounted to Rs 1,260.77 lakhs. Second Interim Dividend will absorb a total amount of Rs 1,681.03 lakhs. The Directors do not recommend any final dividend.

CONSOLIDATED FINANCIAL STATEMENTS / STATUTORY STATEMENTS

As required by Accounting Standard - AS 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements of the Company and its Subsidiaries are attached.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss of subsidiaries. The Central Government has granted general exemption from complying with Section 212 of the Companies Act, 1956 to all companies vide Notification No.5/12/2007-CL-III dated February 8, 2011. Accordingly the Company has presented in this Report, the consolidated financial statements of the holding company and all its subsidiaries, duly audited by the Statutory Auditors. The Company has also disclosed in the Consolidated Balance Sheet the information required to be provided as per the aforesaid notification dated February 8, 2011. The Company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary companies will also be kept for inspection, by any member at the Registered Office of the Company and its subsidiary companies.

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure to this report.

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Interested Members may write to the Company Secretary, at the Registered Office of the Company, for obtaining a copy of the said Annexure.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that :

1) in the preparation of annual accounts, the applicable accounting standards have been followed.

2) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) the annual accounts have been prepared on a going concern basis.

DIRECTORS

Sri V Narayanan, Director and Sri R Ramakrishnan, Director retire from the Board by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire and are eligible for re-appointment.

COST AUDITOR

Pursuant to Section 233B(2) of the Companies Act, 1956, the Board of Directors on the recommendation of the Audit Committee, re-appointed Sri P Raju Iyer, a Cost Accountant, as Cost Auditor of the Company for the Financial Year ending 31st March 2014.

INDUSTRIAL RELATIONS

The industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company.

GENERAL

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited.

The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the Subsidiary.

The Directors wish to thank the Company''s bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, for all the assistance rendered by them from time to time.

On behalf of the Board

Chennai SURESH KRISHNA

May 30, 2013 Chairman & Managing Director

Mar 31, 2012

The Directors are pleased to present the Forty Ninth Annual Report together with the audited accounts for the year ended 31st March 2012.

FINANCIAL RESULTS Rs lakhs

2011-12 2010-11

Revenue from Operations 214,663.52 181,071.66

Other Income 1,807.43 436.75

Total Revenue 216,470.95 181,508.41

Gross Profit before interest, depreciation and taxes 31,315.75 23,444.97

Less : Interest ' 3,490.26 2,697.79

Exchange Losses/(Gains) 5,729.74 868.95

Depreciation 6,361.31 5,453.72

15,581.31 9,020.46

Profit before taxes 15,734.45 14,424.51

Less : Provision for tax 4,474.58 3,881.94

Profit after tax 11,259.87 10,542.57

Add : Balance brought forward 3,418.72 2,939.21

Balance available for appropriation 14,678.59 13,481.78

Appropriations

Interim Dividends 2,941.80 2,626.61

Tax on Interim Dividends 467.05 436.45

Transfer to General Reserve 5,000.00 7,000.00

Balance carried forward 6,269.74 3,418.72

14,678.59 13,481.78

SALES & PROFITS

The Company recorded total Net Sales and other income of Rs.2164.71 Crores for the year ended March 31, 2012 as against Rs 1815.08 Crores achieved during the previous year. The export sale was at Rs 645.88 Crores as against Rs 479.35 Crores in the previous year. The Profit after tax was higher at Rs 112.60 Crores as against Rs 105.43 Crores in the previous year.

The Company continues to be a net foreign exchange earner for the fifteenth year in succession.

DIVIDEND

The Directors have decided to pay as Second Interim Dividend of Re 0.80 per Share of face value of Re 1 each, which together with the Interim Dividend of Re 0.60 declared and paid earlier would amount to a total dividend for the year of Rs 1.40 per share of Re 1 each. Dividend disbursed amounted to Rs 1260.77 lakhs. Second Interim Dividend will absorb a total amount of Rs 1681.03 lakhs. The Directors do not recommend any final dividend.

CONSOLIDATED FINANCIAL STATEMENTS / STATUTORY STATEMENTS

As required by Accounting Standard - AS 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements of the Company and its Subsidiaries are attached.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of subsidiaries. The Central Government has granted general exemption from complying with Section 212 of the Companies Act, 1956 to all companies vide Notification No. 5/12/2007-CL-III dated February 8, 2011. Accordingly the Company has presented in this Report, the consolidated financial statements of the holding company and all its subsidiaries, duly audited by the Statutory Auditors. The Company has also disclosed in the Consolidated Balance sheet the information required to be provided as per the aforesaid notification dated February 8, 2011. The company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary companies will also be kept for inspection, by any member at the Registered Office of the Company and its subsidiary companies.

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure to this report.

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given in the Annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Interested Members may write to the Company Secretary, at the Registered Office of the Company, for obtaining a copy of the said Annexure.

COST AUDITOR

Pursuant to Section 233(B)(2) of the Companies Act, 1956, the Board of Directors on the recommendation of the Audit Committee, appointed Sri P Raju Iyer, a Cost Accountant, as Cost Auditor of the Company for the Financial year ended 31st March 2012.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that :

1) in the preparation of annual accounts, the applicable accounting standards have been followed.

2) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) the annual accounts have been prepared on a going concern basis.

DIRECTORS

Sri K Ramesh, Director and Sri R Srinivasan, Director retire from the Board by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire and are eligible for re-appointment.

INDUSTRIAL RELATIONS

The industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company.

GENERAL

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited.

The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the Subsidiary.

The Directors wish to thank the Company's bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, for all the assistance rendered by them from time to time.

On behalf of the Board

Chennai SURESH KRISHNA

May 28, 2012 Chairman & Managing Director

Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the Forty Eighth Annual Report together with the audited accounts for the year ended 31st March 2011.

FINANCIAL RESULTS Rs lakhs

2010-11 2009-10

Sales - Domestic (including excise duty) 146,451.86 108,977.92

Less: Excise Duty 13,642.02 8,807.15

132,809.84 100,170.77

Exports 48,029.36 33,215.29

Net Sales 180,839.40 133,386.06

Gross Profit before interest, depreciation,

extra-ordinary items and taxes 22,844.28 17,032.74

Less: Interest 2,097.10 2,548.25

Exchange Losses/(Gains) 868.95 (1,048.62)

Depreciation 5,453.72 8,419.77 4,748.40 6,248.03

Profit before extra-ordinary items and tax 14,424.51 10,784.71

Less : Provision for taxation including earlier years 3,881.94 3,283.38

Profit after tax 10,542.57 7,501.33

Add : Balance brought forward 2,939.21 2,646.38

13,481.78 10,147.71

Appropriations

Interim Dividends 2,626.61 1,891.15

Tax on Interim Dividends 436.45 317.35

Transfer to General Reserve 7,000.00 5,000.00

Balance carried forward 3,418.72 2,939.21

13,481.78 10,147.71

SALES & PROFITS

The Company recorded total Net Sales and other income of Rs.1813.10 Crores for the year ended March 31, 2011 as against Rs.1336.60 Crores achieved during the previous year. The export sale was at Rs.480.30 Crores as against Rs.332.15 Crores in the previous year. The Profit after tax was higher at Rs.105.43 Crores as against Rs.75.01 Crores in the previous year.

The Company continues to be a net foreign exchange earner for the fourteenth year in succession.

DIVIDEND

The Directors have decided to pay as Second Interim Dividend of Re 0.70 per Share of face value of Re 1 each, which together with the Interim Dividend of Re 0.55 per Share of face value of Re 1 each declared and paid earlier would amount to a total dividend for the year of Rs.1.25 per share of Re 1 each. Dividend disbursed amounted to Rs 1155.71 lakhs. Second Interim Dividend will absorb a total amount of Rs 1470.90 lakhs. The Directors do not recommend any final dividend.

CONSOLIDATED FINANCIALS AND STATUTORY STATEMENTS

As required by Accounting Standard -AS 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements of the Company and its Subsidiaries are attached.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of subsidiaries. The Central Government has granted general exemption from complying with Section 212 of the Companies Act, 1956 to all companies vide Notification No. 5/12/2007-CL-l 11 dated February 8, 2011. Accordingly the Company has presented in this Report, the consolidated financial statements of the holding company and all its subsidiaries, duly audited by the Statutory Auditors. The Company has also disclosed in the Consolidated Balance sheet the information requied to be provided as per the aforesaid notification dated February 8,2011. The company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary companies will also be kept for inspection, by any member at the Registered Office of the Company and its subsidiary companies.

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure to this report.

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given in the Annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Act, the Reprot and accounts are being sent to the Members excluding the aforesaid Annexure. Interested Members may write to the Company Secretary, at the Registered Office of the Company, for obtaining a copy of the said Annexure.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

1) in the preparation of annual accounts, the applicable accounting standards have been followed.

2) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) the annual accounts have been prepared on a going concern basis.

DIRECTORS

Sri Venu Srinivasan, Director, Sri C.V. Karthik Narayanan, Director and Sri M. Raghupathy, Director, retire from the Board by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire and are eligible for re-appointment.

INDUSTRIAL RELATIONS

The industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company.

GENERAL

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited.

The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the Subsidiary.

The Directors wish to thank the Company's bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, for all the assistance rendered by them from time to time.

On behalf of the Board

Chennai SURESH KRISHNA May 30, 2011 Chairman & Managing Director

Mar 31, 2010

The Directors are pleased to present the Forty Seventh Annual Report together with the audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS Rs lakhs

2009-10 2008-09

Sales Ã Domestic (including excise duty) 108,977.92 94,664.98

Less : Excise Duty 8,807.15 11,358.07

100,170.77 83,306.91

Exports 33,215.29 42,912.53

Net Sales 133,386.06 126,219.44

Gross Profit before interest, depreciation,

extra-ordinary items and taxes 17,032.74 16,378.30

Less : Interest 2,548.25 3,849.74

Exchange Losses/(Gains) (1,048.62) 6,070.14

Depreciation 4,748.40 6,248.03 4,223.28 14,143.16

Profit before extra- ordinary items and tax 10,784.71 2,235.14

Less : Provision for taxation including earlier years 3,283.38 494.44

Profit after tax 7,501.33 1,740.70 Add : Balance brought forward 2,646.38 2,309.82

Add : Transfer from Investment aLLOWANCE (uTILISED) aCCOUNT - 25.06

10,147.71 4,075.58

Appropriations

Interim Dividend 1,891.15 1,050.64

Tax on Interim Dividend 317.35 178.56

Transfer to General Reserve 5,000.00 200.00

Balance carried forward 2,939.21 2,646.38

10,147.71 4,075.58

SALES & PROFITS

The Company recorded total Net Sales and other income of Rs.1336.60 Crores for the year ended March 31, 2010 as against Rs.1265.63 Crores achieved during the previous year. The export sale was at Rs.332.15 Crores as against Rs.429.13 Crores in the previous year. The Profit after tax was higher at Rs.75.01 Crores as against Rs.17.41 Crores in the previous year.

The Company continues to be a net foreign exchange earner for the thirteenth year in succession.

DIVIDEND

The Directors have decided to pay as Second Interim Dividend of Rs.0.50 per Share of face value of Re.1 each, which together with the Interim Dividend of Rs.0.40 declared and paid earlier would amount to a total dividend for the year of Rs.0.90 per share of Re 1 each. Dividend disbursed amounted to Rs. 840.51 lakhs. Second Interim Dividend will absorb a total amount of Rs.1050.64 lakhs. The Directors do not recommend any final dividend.

STATUTORY STATEMENTS

There were 2 deposits amounting to 0.15 lakh which remained unclaimed as at the end of the year.

Statement relating to the subsidiary companies viz. Sundram Fasteners Investments Limited, Upasana Engineering Limited, Sundram Non-Conventional Energy Systems Limited, Sundram Bleistahl Limited, Sundram International Inc, Sundram Fasteners (Zhejiang) Limited, Cramlington Precision Forge Limited, Sundram RBI Sdn. Bhd, Peiner Umformtechnik GmbH, PUT Grundstucks GmbH and Peiner Logistik GmbH is attached pursuant to Section 212 of the Companies Act, 1956.

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure to this report.

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Interested Members may write to the Company Secretary, at the Registered Office of the Company, for obtaining a copy of the said Annexure.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard - AS 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements of the Company and its Subsidiaries are attached.

In the context of mandatory requirement to present consolidated accounts, which provides members with a consolidated position of the Company including its subsidiaries and associates, members are being provided with the accounts and reports of the Company treating this as abridged accounts as contemplated under Section 219 of the Companies Act, 1956. The Company has received the permission from Central Government under Section 212(8) of the Companies Act, 1956 exempting the Company from attaching a copy of the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies. The accounts, reports and other documents of the subsidiary companies will be made available to the members upon receipt of a written request from them. This will help the Company save considerable costs in connection with printing and mailing.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Companys Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

DIRECTORSÃ RESPONSIBILITY STATEMENT The Directors confirm that :

1) in the preparation of annual accounts, the applicable accounting standards have been followed.

2) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) the annual accounts have been prepared on a going concern basis.

DIRECTORS

Sri V Narayanan and Sri R Ramakrishnan retire from the Board by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire and are eligible for re-appointment.

INDUSTRIAL RELATIONS

The industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company.

GENERAL

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited.

The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the Subsidiary.

The Directors wish to thank the Companys bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, for all the assistance rendered by them from time to time.

On behalf of the Board

Chennai SURESH KRISHNA

May 29, 2010 Chairman & Managing Director

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