About Sundram Fasteners Ltd

Sundram Fasteners Limited, a part of USD 8.5 billion TVS Group Company, is one of the leading auto component manufacturers in India. The Company is primarily engaged in manufacture and sale of bolts and nuts, water pumps, sintered products, cold extruded components, hot and warm forged parts, radiator caps and other parts which have applications mainly in automobile industry. Sundram Fasteners Ltd was incorporated on December 10, 1962 as a Private Limited Company under the name, 'Kasjax Engineering Ancillaries Pvt. Ltd.' and name was changed to 'Sundram Fasteners (P) Ltd.' on July 3, 1965. In year 1982, the Company introduced new products in technical collaboration with Neumeyer, Germany. They signed another technical collaboration agreement with Sinter Metalwerke, Germany, to manufacture 2000 TPA automotive powder metal components. In year 1992, Company set up an export oriented unit for manufacture of radiator caps oil filler caps and petrol filler caps for General Motors USA. Also, Odin Metal Powders Ltd was amalgamated with the company. In the year 1993, a project for manufacture of socket head cap screws was set up at Pondicherry. In the year 1994, they entered into the power generation by installing a 2 MW Wind Farm at Muppandal in Tamil Nadu. In the year 1997, the company singed an agreement with General Motors, USA for supplying their entire requirement of radiator caps. They set up a warehouse in Tory (Michigan) which being on-line with all GM plants dispatches supplies the moment an order is placed. During the year 1998-99, the company entered into a technical collaboration agreement with Dura Automotive Group, USA for the manufacture of gear shifters and parking brake assemblies for automobiles. They commenced their manufacturing of Gear Shifters at their unit in Padi, Tamilnadu. During the year 1999-2000, the company acquired the 51.09% of the equity capital of Autolec Industries. Also, the name of subsidiary Sundram Numeric Ltd was changed to TVS Infotech Ltd with effect from October 13, 2000. During the year 2000-2001, the company subscribed to the entire share capital of their new subsidiary, namely TVS International Inc, Michigan, USA. During the year 2001-02, the TVS International Inc commenced their operations. Also, the company opened a sales office in China. During the year, the company set up a project at Pondicherry for manufacture of small forgings, which will initially seek to cater to the automotive industry, especially two wheelers. This project commenced their operations during the year 2002-03. During the year 2003-04, the company set up a factory in Haiyan Economic Development Zone (HEDZ), Haiyan County, Jiaxin city, Zhejiang Province in South China to manufacture and sell High Tensile Fasteners to the Chinese automobile industry. The project was implemented through a 100% subsidiary company named Sundram Fasteners (Zhejiang) Limited. This is the first project set up by an Indian engineering industry in China. Also, TVS Autolec Ltd was amalgamated with the company during the year. In December 2003, the company acquired the precision forging business of Dana Spicer Europe Ltd, UK for a total consideration of USD 2.64 million. The facility was acquired through a wholly owned subsidiary, namely Cramlington Precision Forge Ltd, UK. In February 2004, TVS Autolec Ltd increased their holding in RBI Autoparts Sdn Bhd, Malaysia from 30% to 70%. Consequent to amalgamation of TVS Autolec Ltd with the company, RBI Autoparts Sdn Bhd, became a subsidiary of the company. During the year 2004-05, Aplomb Investments Ltd, a subsidiary company, increased their stake in Upasana Engineering Ltd and made the company as a wholly owned subsidiary company. Also, Aplomb Investments Ltd acquired 50.20% of equity share capital of Upasana Components Ltd. During the year, Upasana Engineering Ltd and Upasana Components Ltd were amalgamated with Aplomb Investments Ltd with effect from April 1, 2004. During the year, Sundram Non-Conventional Energy Systems Ltd became a subsidiary of the company, consequent to the combined shareholding of Sundram Fasteners Investments Ltd and Aplomb Investments Ltd. Also, the company set up a new Research and Development Centre at Padi to design, develop, and test tools, products and processes relating to manufacture of fasteners. During the year 2005-06, the company formed a subsidiary, namely Sundram Bleistahl Ltd for setting up a 100% export oriented unit at Hosur, Tamilnadu, to manufacture sintered valve guides and valve seats. The company holds 76% of the Equity capital of the subsidiary, whereas Bleistahl Produktions GmbH and Co KG holds 24%. The company acquired 100% share capital of Peiner Umformtechnik GmbH, Germany, from Textron Deutscheland Beteilingungs GmbH, Germany. Thus, Peiner Umformtechnik GmbH became a wholly owned subsidiary company with effect from 1 January 2006. During the year, the company acquired leasehold land in the Special Economic Zone, Mahindra Worldcity near Chennai to set up projects for manufacture of a range of products mainly for export markets. RBI Autoparts Sdn Bhd, Malaysia, the subsidiary company was renamed as Sundram RBI Sdn Bhd. Also Aplomb Investments Ltd, a subsidiary of the company was renamed as Upasana Engineering Ltd with effect from January 17, 2006. During the year 2006-07, TVS International Inc, Michigan, USA ceased to be a subsidiary of the company. The company Certificated of Honour for excellence in export from Automotive Component Manufacturers Associations for 2005-06. Also, the The Pondicherry unit received ACMA Silver Trophy for Excellence in Manufacturing from ACMA for 2005-06. During the year 2007-08, the company commissioned the facilities at Pantnagar, Uttarakhand for manufacturing high tensile fasteners, power metal parts, water pumps and oil pumps. The commercial production of fasteners was commenced in December 2007 and the production of powder metal parts and water and oil pumps was commenced during the last quarter of the financial year 2007-08. In September 2007, the company's project in the Special Economic Zone, Mahindra Worldcity near Chennai for manufacture of hubs and shafts for automotive gear boxes commenced commercial production. Also, the company acquired sixty acres of dry land at Thandalachery near Chennai to set up a new project for high pressure moulding and machining of castings. The project will be in operation during the financial year 2009-10. During the year 2008-09, the company acquired 52.94% equity share capital of Sundram Non-Conventional Energy Systems Ltd, a subsidiary of Sundram Fasteners Investments Ltd and Upasana Engineering Ltd, wholly owned subsidiaries of the company. Consequent to the acquisition of the equity shares, Sundaram Non-Conventional Energy Systems Ltd became the direct subsidiary of the company. Also, the company formed a new subsidiary company, namely Peiner Logistik GmbH to carry on logistic activity in Germany. On 4 June 2015, Sundram Fasteners announced that it has acquired 49.16% stake in TVS Infotech Limited from Sundram Fasteners Investments Limited, a wholly owned subsidiary of the company. TVS Infotech (an unlisted company) is engaged in information technology business providing Enterprise Solutions for core industries like manufacturing, automotive and distribution. On 3 November 2015, Sundram Fasteners announced that it has transferred its shares in Windbolt GmbH, Germany for a consideration amounting to EUR 19,999 to its joint venture partner, Mr. Wolfgang Naumann. As a result, the shareholding of the company in Windbolt GmbH, Germany has been reduced from 24.99% to 9.9998%. Consequently, Windbolt GmbH ceased to be an associate of the company. The Board of Directors of Sundram Fasteners at its meeting held on 18 January 2016 approved transfer of equity shares representing 100% voting share capital of Cramlington Precision Forge Limited, United Kingdom (CPFL) and Sundram Fasteners (Zhejiang) Limited, China (SFZL) (wholly-owned subsidiaries of the Company) held by the company to a new holding company to be formed in the United Kingdom, which would also be a wholly-owned subsidiary of the company, for a consideration of approximately Rs. 250 crore to be settled by way of swap of shares of the new holding company.On 3 March 2016, Sundram Fasteners informed stock exchanges that Cramlington Precision Forge Limited, United Kingdom, the company's wholly-owned overseas subsidiary, has on 1 March 2016 redeemed the company's preferential shareholding of 5,00,000 shares at par (GBP 1 each) equivalent to Rs 4.74 crore. On 7 April 2016, Sundram Fasteners informed stock exchanges that it has sold its entire shareholding in Peiner Umformtechnik GmbH, TVS Peiner Services, GmbH and PUT Grundstucks GmbH (Peiner), the wholly owned subsidiaries in Germany to AURORA Hanse Industriekapital-Beteiligungs GmbH (Hanse) for consideration of EUR 1. The German subsidiary has been impacted adversely since the recession of 2008 and has not been performing to the expectation of Sundram Fasteners. Separately, Sundram Fasteners has created a new subsidiary called Sundram International Limited, based in the United Kingdom. The new company will be used as a vehicle, as and when the opportunity arises, to acquire technology companies abroad. On 12 April 2016, Sundram Fasteners informed stock exchanges that TVS Infotech Limited has become a directly subsidiary of the company. After subscription to the rights issue of TVS Infotech, Sundram Fasteners holds 54.61% stake in TVS Infotech. TVS Infotech (an unlisted company) is engaged in information technology business providing Enterprise Solutions for core industries like manufacturing, automotive and distribution. On 27 March 2017, Sundram Fasteners acquired 16.8 lakh equity shares (24%) of Rs 10/- each from Bleistahl Produktions GmbH & Co. KG (Bleistahl), in the share capital of Sundram Precision Components Limited (SPCL) [Formerly Sundram Bleistahl Limited], a subsidiary of the company for a cash consideration at Rs 31.45 per share. The pricing for shares conforms to the valuation norms prescribed under Foreign Exchange Management Act, 1999. With this acquisition, Sundram Fasteners 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 with effect from 27 March 2017. The Board of Directors of Sundram Fasteners at its meeting held on 24 May 2017 approved the scheme of amalgamation between Sundram Precision Components Limited (SPCL), a wholly owned subsidiary with Sundram Fasteners (SFL) and their respective shareholders. SPCL 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. Sundram Fasteners crossed the milestone of posting quarterly net profit of over Rs 100 crore for the first time during the quarter ended 30 June 2018. During the year 2017-18, the Company has incurred Rs 217 crore towards capital expenditure on existing and new projects. The Company initiated sourcing of power from bio-mass based renewable source to the extent of 80 lakh units during year 2018-19. It installed roof top solar power plant of capacity 2.0 MWp which generated 14 lakhs units of solar power in FY 2018-19. During the FY 2019, the company incurred Rs 442 crore towards capital expenditure on existing and new projects. During the year 2019-20, the Company, by way of initial subscription to the Memorandum of Association, has subscribed to 10,000 equity shares of Sunfast TVS Limited' and TVS Engineering Limited'. Sunfast TVS Limited and TVS Engineering Limited were incorporated as new wholly-owned subsidiaries of the Company with effect from April 8, 2019 and February 10, 2020 respectively. During the FY2020, the company incurred Rs 304.70 Crore towards capital expenditure on existing and new projects. Sundram Precision Components Limited, a wholly-owned subsidiary was amalgamated with the Company with the Appointed Date April 11, 2019. Similarly, TVS Next Private Limited, a step-down subsidiary was amalgamated with VS Next Limited (Formerly TVS Infotech Limited), a subsidiary of the Company on April 30, 2019 with the Appointed Date. April 1, 2018 through Scheme of Amalgamation during the year 2019-20. The Hon'ble National Company Law Tribunal, Chennai bench, vide its Order dated December 6, 2021 had approved Composite Scheme of Amalgamation and Arrangement (demerger) inter alia amongst T V Sundram Iyengar & Sons Private Limited (TVSS), Sundaram Industries Private Limited (SIPL), Southern Roadways Private Limited (SRPL) and TVS Sundram Fasteners Private Limited (TPL), which was made effective on January 6, 2022. As per 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, shareholding of SRPL in Sundram Fasteners Limited (SFL) consisting of 5,07,73,280 equity shares was vested in / transferred to TVSS, which had resulted in the increase of 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). Subsequently, 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 and TPL has become the Promoter of SFL.

Sundram Fasteners Ltd Chairman Speech

Sundram Fasteners Ltd Company History

Sundram Fasteners Limited, a part of USD 8.5 billion TVS Group Company, is one of the leading auto component manufacturers in India. The Company is primarily engaged in manufacture and sale of bolts and nuts, water pumps, sintered products, cold extruded components, hot and warm forged parts, radiator caps and other parts which have applications mainly in automobile industry. Sundram Fasteners Ltd was incorporated on December 10, 1962 as a Private Limited Company under the name, 'Kasjax Engineering Ancillaries Pvt. Ltd.' and name was changed to 'Sundram Fasteners (P) Ltd.' on July 3, 1965. In year 1982, the Company introduced new products in technical collaboration with Neumeyer, Germany. They signed another technical collaboration agreement with Sinter Metalwerke, Germany, to manufacture 2000 TPA automotive powder metal components. In year 1992, Company set up an export oriented unit for manufacture of radiator caps oil filler caps and petrol filler caps for General Motors USA. Also, Odin Metal Powders Ltd was amalgamated with the company. In the year 1993, a project for manufacture of socket head cap screws was set up at Pondicherry. In the year 1994, they entered into the power generation by installing a 2 MW Wind Farm at Muppandal in Tamil Nadu. In the year 1997, the company singed an agreement with General Motors, USA for supplying their entire requirement of radiator caps. They set up a warehouse in Tory (Michigan) which being on-line with all GM plants dispatches supplies the moment an order is placed. During the year 1998-99, the company entered into a technical collaboration agreement with Dura Automotive Group, USA for the manufacture of gear shifters and parking brake assemblies for automobiles. They commenced their manufacturing of Gear Shifters at their unit in Padi, Tamilnadu. During the year 1999-2000, the company acquired the 51.09% of the equity capital of Autolec Industries. Also, the name of subsidiary Sundram Numeric Ltd was changed to TVS Infotech Ltd with effect from October 13, 2000. During the year 2000-2001, the company subscribed to the entire share capital of their new subsidiary, namely TVS International Inc, Michigan, USA. During the year 2001-02, the TVS International Inc commenced their operations. Also, the company opened a sales office in China. During the year, the company set up a project at Pondicherry for manufacture of small forgings, which will initially seek to cater to the automotive industry, especially two wheelers. This project commenced their operations during the year 2002-03. During the year 2003-04, the company set up a factory in Haiyan Economic Development Zone (HEDZ), Haiyan County, Jiaxin city, Zhejiang Province in South China to manufacture and sell High Tensile Fasteners to the Chinese automobile industry. The project was implemented through a 100% subsidiary company named Sundram Fasteners (Zhejiang) Limited. This is the first project set up by an Indian engineering industry in China. Also, TVS Autolec Ltd was amalgamated with the company during the year. In December 2003, the company acquired the precision forging business of Dana Spicer Europe Ltd, UK for a total consideration of USD 2.64 million. The facility was acquired through a wholly owned subsidiary, namely Cramlington Precision Forge Ltd, UK. In February 2004, TVS Autolec Ltd increased their holding in RBI Autoparts Sdn Bhd, Malaysia from 30% to 70%. Consequent to amalgamation of TVS Autolec Ltd with the company, RBI Autoparts Sdn Bhd, became a subsidiary of the company. During the year 2004-05, Aplomb Investments Ltd, a subsidiary company, increased their stake in Upasana Engineering Ltd and made the company as a wholly owned subsidiary company. Also, Aplomb Investments Ltd acquired 50.20% of equity share capital of Upasana Components Ltd. During the year, Upasana Engineering Ltd and Upasana Components Ltd were amalgamated with Aplomb Investments Ltd with effect from April 1, 2004. During the year, Sundram Non-Conventional Energy Systems Ltd became a subsidiary of the company, consequent to the combined shareholding of Sundram Fasteners Investments Ltd and Aplomb Investments Ltd. Also, the company set up a new Research and Development Centre at Padi to design, develop, and test tools, products and processes relating to manufacture of fasteners. During the year 2005-06, the company formed a subsidiary, namely Sundram Bleistahl Ltd for setting up a 100% export oriented unit at Hosur, Tamilnadu, to manufacture sintered valve guides and valve seats. The company holds 76% of the Equity capital of the subsidiary, whereas Bleistahl Produktions GmbH and Co KG holds 24%. The company acquired 100% share capital of Peiner Umformtechnik GmbH, Germany, from Textron Deutscheland Beteilingungs GmbH, Germany. Thus, Peiner Umformtechnik GmbH became a wholly owned subsidiary company with effect from 1 January 2006. During the year, the company acquired leasehold land in the Special Economic Zone, Mahindra Worldcity near Chennai to set up projects for manufacture of a range of products mainly for export markets. RBI Autoparts Sdn Bhd, Malaysia, the subsidiary company was renamed as Sundram RBI Sdn Bhd. Also Aplomb Investments Ltd, a subsidiary of the company was renamed as Upasana Engineering Ltd with effect from January 17, 2006. During the year 2006-07, TVS International Inc, Michigan, USA ceased to be a subsidiary of the company. The company Certificated of Honour for excellence in export from Automotive Component Manufacturers Associations for 2005-06. Also, the The Pondicherry unit received ACMA Silver Trophy for Excellence in Manufacturing from ACMA for 2005-06. During the year 2007-08, the company commissioned the facilities at Pantnagar, Uttarakhand for manufacturing high tensile fasteners, power metal parts, water pumps and oil pumps. The commercial production of fasteners was commenced in December 2007 and the production of powder metal parts and water and oil pumps was commenced during the last quarter of the financial year 2007-08. In September 2007, the company's project in the Special Economic Zone, Mahindra Worldcity near Chennai for manufacture of hubs and shafts for automotive gear boxes commenced commercial production. Also, the company acquired sixty acres of dry land at Thandalachery near Chennai to set up a new project for high pressure moulding and machining of castings. The project will be in operation during the financial year 2009-10. During the year 2008-09, the company acquired 52.94% equity share capital of Sundram Non-Conventional Energy Systems Ltd, a subsidiary of Sundram Fasteners Investments Ltd and Upasana Engineering Ltd, wholly owned subsidiaries of the company. Consequent to the acquisition of the equity shares, Sundaram Non-Conventional Energy Systems Ltd became the direct subsidiary of the company. Also, the company formed a new subsidiary company, namely Peiner Logistik GmbH to carry on logistic activity in Germany. On 4 June 2015, Sundram Fasteners announced that it has acquired 49.16% stake in TVS Infotech Limited from Sundram Fasteners Investments Limited, a wholly owned subsidiary of the company. TVS Infotech (an unlisted company) is engaged in information technology business providing Enterprise Solutions for core industries like manufacturing, automotive and distribution. On 3 November 2015, Sundram Fasteners announced that it has transferred its shares in Windbolt GmbH, Germany for a consideration amounting to EUR 19,999 to its joint venture partner, Mr. Wolfgang Naumann. As a result, the shareholding of the company in Windbolt GmbH, Germany has been reduced from 24.99% to 9.9998%. Consequently, Windbolt GmbH ceased to be an associate of the company. The Board of Directors of Sundram Fasteners at its meeting held on 18 January 2016 approved transfer of equity shares representing 100% voting share capital of Cramlington Precision Forge Limited, United Kingdom (CPFL) and Sundram Fasteners (Zhejiang) Limited, China (SFZL) (wholly-owned subsidiaries of the Company) held by the company to a new holding company to be formed in the United Kingdom, which would also be a wholly-owned subsidiary of the company, for a consideration of approximately Rs. 250 crore to be settled by way of swap of shares of the new holding company.On 3 March 2016, Sundram Fasteners informed stock exchanges that Cramlington Precision Forge Limited, United Kingdom, the company's wholly-owned overseas subsidiary, has on 1 March 2016 redeemed the company's preferential shareholding of 5,00,000 shares at par (GBP 1 each) equivalent to Rs 4.74 crore. On 7 April 2016, Sundram Fasteners informed stock exchanges that it has sold its entire shareholding in Peiner Umformtechnik GmbH, TVS Peiner Services, GmbH and PUT Grundstucks GmbH (Peiner), the wholly owned subsidiaries in Germany to AURORA Hanse Industriekapital-Beteiligungs GmbH (Hanse) for consideration of EUR 1. The German subsidiary has been impacted adversely since the recession of 2008 and has not been performing to the expectation of Sundram Fasteners. Separately, Sundram Fasteners has created a new subsidiary called Sundram International Limited, based in the United Kingdom. The new company will be used as a vehicle, as and when the opportunity arises, to acquire technology companies abroad. On 12 April 2016, Sundram Fasteners informed stock exchanges that TVS Infotech Limited has become a directly subsidiary of the company. After subscription to the rights issue of TVS Infotech, Sundram Fasteners holds 54.61% stake in TVS Infotech. TVS Infotech (an unlisted company) is engaged in information technology business providing Enterprise Solutions for core industries like manufacturing, automotive and distribution. On 27 March 2017, Sundram Fasteners acquired 16.8 lakh equity shares (24%) of Rs 10/- each from Bleistahl Produktions GmbH & Co. KG (Bleistahl), in the share capital of Sundram Precision Components Limited (SPCL) [Formerly Sundram Bleistahl Limited], a subsidiary of the company for a cash consideration at Rs 31.45 per share. The pricing for shares conforms to the valuation norms prescribed under Foreign Exchange Management Act, 1999. With this acquisition, Sundram Fasteners 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 with effect from 27 March 2017. The Board of Directors of Sundram Fasteners at its meeting held on 24 May 2017 approved the scheme of amalgamation between Sundram Precision Components Limited (SPCL), a wholly owned subsidiary with Sundram Fasteners (SFL) and their respective shareholders. SPCL 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. Sundram Fasteners crossed the milestone of posting quarterly net profit of over Rs 100 crore for the first time during the quarter ended 30 June 2018. During the year 2017-18, the Company has incurred Rs 217 crore towards capital expenditure on existing and new projects. The Company initiated sourcing of power from bio-mass based renewable source to the extent of 80 lakh units during year 2018-19. It installed roof top solar power plant of capacity 2.0 MWp which generated 14 lakhs units of solar power in FY 2018-19. During the FY 2019, the company incurred Rs 442 crore towards capital expenditure on existing and new projects. During the year 2019-20, the Company, by way of initial subscription to the Memorandum of Association, has subscribed to 10,000 equity shares of Sunfast TVS Limited' and TVS Engineering Limited'. Sunfast TVS Limited and TVS Engineering Limited were incorporated as new wholly-owned subsidiaries of the Company with effect from April 8, 2019 and February 10, 2020 respectively. During the FY2020, the company incurred Rs 304.70 Crore towards capital expenditure on existing and new projects. Sundram Precision Components Limited, a wholly-owned subsidiary was amalgamated with the Company with the Appointed Date April 11, 2019. Similarly, TVS Next Private Limited, a step-down subsidiary was amalgamated with VS Next Limited (Formerly TVS Infotech Limited), a subsidiary of the Company on April 30, 2019 with the Appointed Date. April 1, 2018 through Scheme of Amalgamation during the year 2019-20. The Hon'ble National Company Law Tribunal, Chennai bench, vide its Order dated December 6, 2021 had approved Composite Scheme of Amalgamation and Arrangement (demerger) inter alia amongst T V Sundram Iyengar & Sons Private Limited (TVSS), Sundaram Industries Private Limited (SIPL), Southern Roadways Private Limited (SRPL) and TVS Sundram Fasteners Private Limited (TPL), which was made effective on January 6, 2022. As per 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, shareholding of SRPL in Sundram Fasteners Limited (SFL) consisting of 5,07,73,280 equity shares was vested in / transferred to TVSS, which had resulted in the increase of 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). Subsequently, 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 and TPL has become the Promoter of SFL.

Sundram Fasteners Ltd Directors Reports

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

TRANSFER TO RESERVES

The Company has transferred Rs 175.00 Crores to Reserves.

DIVIDEND

The Board had earlier during the year, declared an interim dividend of Rs 3.57/- per share (357%) for the financial year 2022-2023 and a special dividend of Rs 2.00 per share (200%) to commemorate the 60th year of incorporation of the Company absorbing a sum of Rs 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 Rs 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 Rs 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 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 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 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. 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 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.

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 Company's 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).

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.

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 Auditors' 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 Company's Nomination and Remuneration Policy on directors' 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 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 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 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) 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 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, 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 Company's 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 Rs 335.75 Crores as against Rs 369.10 Crores in the previous year. The net profit was at Rs 4.30 Crores as against Rs 9.63 Crores in the previous year.

The total revenue of CPFL, UK during the year under review was at Rs 176.55 Crores as against Rs 156.18 Crores in the previous year. The net profit was at Rs 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 Rs 64.18 Crores as against Rs 15.93 Crores in the previous year. The net profit was at Rs 1.35 Crores as against Rs 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 Rs 181.39 Crores as against Rs 165.67 Crores in the previous year. The net profit was at Rs 12.05 Crores as against Rs 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 Rs 3.94 Crores as against Rs 3.20 Crores in the previous year. The net profit was at Rs 3.59 Crores as against Rs 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 Rs 0.24 Crores as against Rs 0.36 Crores in the previous year. The net profit was at Rs 0.27 Crores as against Rs 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 Rs 82.86 Crores as against Rs 73.11 Crores in the previous year. The net profit was at Rs 10.92 Crores as against Rs 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 Rs 0.77 Crores as against Rs 0.24 Crores in the previous year. The net profit was at Rs 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 Rs 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 Rs 0.21 Crores as against Rs 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 Rs 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 Rs 849.36 Crores resulting in an overall contribution of 14.88% of the consolidated revenue as against Rs 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 Company's 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 COMPANY'S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be Company's 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 Hon'ble 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 Hon'ble 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 Company's 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.

Sundram Fasteners Ltd Company Background

Sundram Fasteners Ltd Company Management

Sundram Fasteners Ltd Listing Information

Sundram Fasteners Ltd Finished Product