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EQUITY - MARKET SCREENER

TVS Motor Company Ltd
Industry :  Automobiles - Motorcycles / Mopeds
BSE Code
ISIN Demat
Book Value()
532343
INE494B01023
94.087771
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
TVSMOTOR
33.06
30012.07
EPS(TTM)
Face Value()
Div & Yield %
19.11
1
0.55
 

As on: Jan 22, 2022 07:09 AM

The Directors have pleasure in presenting the twenty ninth annual report and the audited accounts for the year ended 31st March 2021.

1. COMPANY PERFORMANCE

The Company registered sales of 29.3 lakh units of two wheelers in 2020-21.

2020-21 tested the strength of the very fundamentals of India, its institutions, administrative and healthcare system and even its social, moral and economic fibre. The choices between lives and livelihood needed to be made every day, by individual citizens, organizations, institutions and the entire administrative system. The nationwide 42 day lockdown a key response, led to GDP contraction of 24% in the first quarter. But with the easing of the active cases and the Government intervening with multiple initiatives, recovery in Quarter 2 was ahead of estimates with a 7% GDP decline instead of the estimated 11% decline. The Q3 & Q4 saw the GDP return to positive territory, posting gains of 0.5% and 1.6%, bringing the full year to a 7.5% decline.

The domestic two wheeler industry declined by 13% in 2020-21 over 18% decline during 2019-20. The two wheeler industry saw sharp changes in growth momentum over the quarters. Q1 2020-21 contracted due to the pandemic with a 74% decline and when the markets opened up, registered 0% growth in Q2, 13% in Q3 and 24% growth in Q4.

Compared to 2W industry decline of 13%, Company's performance in domestic was at 10% decline in sales volume of 2020-21.

In the International Business, exports of two wheelers in 2020-21 were at 7.6 lakh units with a growth of 12% over 2019-20. Company exited the month of March 2021 with an all-time high of 1,05,282 two wheelers exports resulting in Q4 volume of 2,84,098 with a growth of 74%. Three-wheeler exports during the year reached 1.15 lakh units with a decline of 29% over 2019-20.

Sales revenue of spare parts grew by 1% in domestic and 41% in exports.

In course of the transition to BS VI compliant technology, TVS Motor was the first and only company to launch dual Fi platforms catering to consumer use cases - Eco Thrust Fuel injection (ETFi) for enhanced fuel efficiency and Race Tuned Fuel injection (RTFi) for enhanced throttle response. Across the portfolio, consumer insights were converted to thoughtful improvements that went beyond BS VI, like ride modes for Apache or additional underseat storage for Jupiter. This enhanced portfolio was also taken to consumers in a much loved corporate campaign "Hum Banaye Jo Aapka Dil Chahe !", this focused on TVS DNA of customer centric innovation.

Continuing with customer centric innovation beyond the BS VI transitions, saw new launches like TVS NTORQ 125 super squad edition, RTR 200 4V with riding modes, Jupiter ZX Disc intelliGo and TVS XL100 Win Edition. During the year 2020-21, Company's products bagged 10 awards, of which Moped won 5 awards, Motorcycles won 3 awards and Scooter 2 awards.

The Company also ensured systematic, company-wide initiatives to control costs, prioritize capex, improve productivity and above all improve health of cash flows across the extended enterprise, unlocking significant potential for velocity and financial returns.

Total income of the Company including other income was $ 16,783.51 Cr in the current year 2020-21 as against $ 16,455.44 Cr in the previous year. Profit before tax (PBT) was $ 826.24 Cr in the current year as against $ 754.41 Cr in the previous year (after exceptional item of $ 32.33 Cr). Similarly, Profit after tax (PAT) was $ 612.04 Cr in the current year as against $ 592.25 Cr in 2019-20.

The Company has always recognized its social responsibility as an integral and critical part of its value system. The response to CoVID-19 needed to be widespread and collective. The Company and its CSR arm, the Srinivasan Services Trust (SST) undertook the following initiatives:

• 10 lakh masks, 1.5 lakh gloves were handed to Government agencies.

• 12.5 lakh Food Packets were distributed.

• 30,000 man-hours of community service.

• 4122 Villages covered with sanitization drives across states.

• Donated Disinfectant Mist Spray Cannon mounted truck to the Corporation of Chennai.

• Contributed to PM CARES fund, CM Funds of Tamil Nadu and Karnataka.

Towards the employees & their families:

• Crisis Management task force deployed to ensure business continuity plans.

• 2000+ employees were seamlessly migrated to work from home with no loss of productivity.

• TVSM Health Centre has been operating 24/7.

• Employees & families provided sensitization about safe practices at home.

• Best Practice SOPs designed and deployed for resumption of operations.

Towards the extended enterprise:

• The supplier / dealer claim payment settlements were expedited.

• Significant benefits in the form of interest waiver schemes were introduced.

• Training for Suppliers, Indian and International dealers and almost 25,000 of their staff on best practices and SOPs in order to prepare for the opening of dealerships post lockdown.

Towards consumers:

• Service Workshops and Road Side Assistance (RSA) programs were kept operational.

• Over 100 service camps conducted for frontline law & order and healthcare professionals.

• Ongoing communication on how to take care of the 2-wheeler through the lockdown(s).

• 100% ongoing adherence to strict Sanitization Protocol for all dealership facilities.

2. FINANCIAL HIGHLIGHTS

Details Year ended 31-03-2021 Year ended 31-03-2020
SALES
Quantitative
Motorcycles 13.42 13.63
Mopeds 6.26 6.51
Scooters 9.61 10.75
Three Wheelers 1.24 1.74
Total vehicles sold 30.53 32.63

 

Financials

(Rupees in Crores)

Revenue from operations 16750.54 16423.34
Other Income 32.97 32.10
Profit / loss before Depreciation,
Finance Costs, Exceptional
items and Tax Expense 1461.52 1377.96
Less:
Depreciation / Amortization /
Impairment 493.68 489.03
Profit /loss before Finance Costs,
Exceptional items and
Tax Expense 967.84 888.93
Less: Finance Costs 141.60 102.19
Profit /loss before Exceptional items and Tax Expense 826.24 786.74
Less: Exceptional items 32.33
Profit /loss before Tax Expense 826.24 754.41
Less:
Tax Expense (Current & Deferred) 214.20 162.16
Profit /loss for the year 612.04 592.25
Comprehensive Income / (loss) 107.09 (118.23)
Total 719.13 474.02
Less: Dividend on
Equity Shares 166.28 166.28
Less: Dividend Distribution Tax 33.75
Balance carried forward 552.85 273.99

3. DIVIDEND

The Board of Directors of the Company (the Board) at their meeting held on 28th January 2021, declared a first interim dividend of $ 2.10 per share (210%) for the year 2020-21 absorbing a sum of $ 99.77 Cr. The same was paid on 12th February 2021.

The Board at its meeting held on 24th March 2021 declared a second interim dividend of $ 1.40 per share (140%) for the year 2020-21 absorbing a sum of $ 66.51 Cr. The same was paid on 9th April 2021.

Thus, the total amount of both dividends for the year ended 31st March 2021 aggregated to $ 3.50 per share (350%) on 47,50,87,114 equity shares of $1/- each absorbing $ 166.28 Cr. From 1st April 2020, the dividend income earned by the shareholders will be taxable in their hands at the rates applicable to them.

The Board does not recommend any further dividend for the year under consideration. The dividend pay-out is in accordance with the Company's Dividend Distribution Policy..

The Board is not considering any transfer of amount to General Reserves for the year under review, as it is not mandatorily required.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS

Two-wheeler

The domestic two wheeler industry recorded a sale of 15.1 Mn units in 2020-21, a decline of 13% from 17.4 Mn units of 2019-20. It witnessed a decline of 74% in Q1. However, for the rest of the year, the industry revived and grew by 11% compared to same period previous year. This growth was primarily led by a resilient rural economy which was less affected due to the pandemic, supported by good monsoon and agriculture growth.

The scooter industry declined by 20%, with 4.5 Mn units sold in 2020-21 over 5.6 Mn units in 2019-20. The category share declined to 29.7% in 2020-21 from 32% in 2019-20. This was primarily led by higher spread of CoVID-19 cases in urban areas, stringent lockdown norms and implementation of work from home.

The motorcycle industry declined by 11% over last year. The category share of motorcycle grew by 1.9% to 66.3% in 2020-21. The premium motorcycle sales declined by 14% from 1.61 Mn units in 2019-20 to 1.39 Mn units in 2020-21 maintaining category share at 9.2%. The commuter motorcycle category share grew 1.5% to 51.5% while volumes declined by 11% to 7.8 Mn units in 2020-21 from 8.7 Mn units in 2019-20.

In international market, two wheeler industry declined by 7% in 2020-21 over 2019-20. Industry was adversely impacted by the CoVID-19 related lockdowns of the demand markets and also by supply side factors which impaired the speed to restore export supplies due to CoVID-19 during Q1. However stable price of crude oil, steady rates and availability of forex and continued growth in Africa propelled the growth of exports in the remaining quarters of 2020-21.

Three-wheeler

Overall three wheeler small passenger industry (3 plus 1 segment) declined by 41% in 2020-21 (from 7.46 lakh units in 2019-20 to 4.42 lakh units in 2020-21). Domestic industry declined by 77% and exports market declined by 22% in 2020-21 over last year.

BUSINESS OUTLOOK AND OVERVIEW

Directors are optimistic about the future but are concerned about the evolving CoVID-19 scenario across the country and it's effects on consumer demand.

The second wave of rising cases could adversely impact customer sentiment, however a more measured approach, by regulators, adopting more targeted, localized responses and increased vaccination should see minimized disruption and a swift recovery in the economy. Post normalization, it is also expected that travel and tourism will bounce back in 2021-22 as most of the surveys indicate customers willingness to travel once normalcy returns. This is likely to result in a 10-11% growth in service sector.

On the rural front, 2021-22 is likely to witness a normal monsoon and hence agriculture is expected to grow by 3.5%-4%. Since much of the sale of two wheelers are in semi urban and rural areas, two wheeler industry could see some benefit from this.

Despite the rising second wave of active cases, the Company remains confident that adverse impact would be lower and bounce back swifter. This outlook of cautious optimism is built upon, on one hand, the Company's own supply chain preparedness and on the other, a belief that the administrative responses would be far more measured, targeted and widespread vaccination drive to "Break the Chain".

Social Distancing and Work From Home practices will continue. These new long-term practices of social distancing could see consumer preferences change towards personal mobility leading to new demand in the Two wheeler industry. The Company is cognizant of this opportunity, and well poised to leverage this opportunity with its superior product offerings across the widest range of personal mobility needs.

Export of two wheelers is likely to see a growth during the year fueled by consumption growth and stable economic & political situation in all operating geographies. Stable crude oil prices will have a positive impact on export market growth in oil dependent economies of Africa and LATAM.

Strategic partnership with BMW Motorrad

The Company has a strategic partnership with BMW Motorrad to develop and manufacture sub-500cc bikes both for domestic and global markets. The Company has produced 83,592 units of BMW 310cc motorcycle till date.

New Product Launches and Initiatives

During the year 2020-21, the following new products and variants were launched.

TVS Jupiter:

TVS Jupiter, reached 4 Mn+ happy customers during FY'20-21.

To continue the journey of providing "Zyada ka Fayda" ZX Disc intelliGO and a sheet metal wheel variant was introduced in this period.

TVS Jupiter ZX Disc intelliGO was launched in February 2021, making it the first 110cc scooter to have Stop-go technology (idle stop / start). TVS Jupiter ZX Disc intelliGO further enhances the Zyada philosophy by reinstating Zyada Convenience, Zyada Mileage and also enhancing technologically advanced imagery. The non alloy wheel variant was launched in October 2020, catering to more price sensitive customers who are looking for affordability and utility led features and has received positive response across markets.

To sustain the strong brand association and to establish Jupiter offers better features and higher value than others in the segment campaign named, 'Har Scooter se Zyada' was aired with high frequency during festive season and was again promoted in Q4 for sustained mind share.

TVS Apache:

TVS Apache Series has been a pioneer in race performance and introduced many industry firsts and best-in-class offering. As a brand, keeping in view of the evolving customer needs, it has proudly upheld the tradition this year as well. The Apache series achieved global sales milestone of 4 Million in the month of October 2020.

The customer experience is further enhanced by the presence of exquisite brand experience program with Apache Owners Group (AOG), APP (Apache Pro Performance), Apache Riding Experience (ARE), TVS Racing Training School, Women's Training and Selection and One Make Championship, which continue to develop aspiration. The brand witnessed it's never seen before increase in customer experience program with 172 activities in just 4 active months. Leading the 200cc sports segment with its technological prowess, the TVS Apache RTR 200 4V was introduced with ride modes. This is not just an industry first but also a technology usually seen in 650cc and above motorcycles. The three ride modes are "Sport, Urban and Rain", with varying acceleration and ABS response; all from the same engine. Another development this year was upgrade of Apache RTR 160 4V with 17.63 PS of power, making it the most powerful 160cc motorcycle.

Leading the two wheeler industry with another big breakthrough, was the launch of first ever Augmented Reality experience by a two wheeler OEM- TVS ARIVE. This app allows customers to view the TVS Apache series motorcycles right before their eyes, from the place of their choice. Adding to that it offers detailed information about the machine with the options of booking a test ride and placing an order, instantly.

TVS XL100 HD i-TouchStart:

TVS XL100 HD i-TouchStart crossed a new milestone of 4 million customers since its launch in 2015. The year 2020 was the 40th anniversary year of TVS mopeds and a special edition variant - "Win Edition" was launched to mark this celebration.

Win edition was launched with many appealing style features including a new color 'Delight Blue', chrome finish mirrors, metal shield for the platform, diamond pattern seats and chrome style elements. HeavyDuty series has been the most popular one among XL customers and the new edition would add more interesting style option for them to choose from. This variant comes with useful features like easy on-off combo switch and USB mobile charging. Also, the Company has introduced entry level variants with kick start to provide affordable option to the customers with BS VI technology benefits.

TVS iQUBE:

Launched in January 2020, TVS iQUBE marked the foray of Company into the Electric Vehicle segment. The TVS iQUBE is a smart mobility solution that promises to deliver a convenient, personalized, connected and future mobility experience. It comes equipped with SmartXonnect, advanced features like Geo-fencing, Ride Statistics, Telematics, Remote charge assist and Navigation assist along with 117 connected features. With a top speed of 78 kmph, a range of 75 Km in a single charge and features like Q-Park assist, the TVS iQUBE redefines style, comfort and riding experience. A dedicated public charging ecosystem spanning across 10 dealerships in Bengaluru further enhances customer ease and experience.

With TVS iQUBE, the Company also leveraged digital channels for vehicles booking and sales. A digitally enabled purchase process allows seamless home charging unit installations providing a truly hassle-free experience to the customers. The product has seen extremely encouraging response from the customers. With the increased focus on

Electric Vehicles, the TVS iQUBE is a strong contender in this space in the times to come.

TVS NTORQ:

TVS NTORQ was launched in February 2018 and it was Company's first 125cc product in the Scooter segment. Designed for Gen-Z, TVS NTORQ provides a revolutionary riding experience with cutting edge technology, style and performance.

Keeping the core customers in mind, this product has been provided with many technologically superior features like Bluetooth connectivity- the first ever scooter to have this feature.

TVS NTORQ became one of the fastest growing scooters crossing 1 lakh sales within 6 months of launch. The product continues to delight customers and has garnered several accolades since its inception.

In October 2019, TVS NTORQ Race Edition was introduced in the market and it found exceptional resonance with customers. It is currently the only scooter with a Race Tuned Fuel Injection system with Best-in-class Performance in its category.

In FY 2020-21, TVS NTORQ introduced a special variant in the portfolio

- Super Squad Edition, in association with Marvel Studios, inspired from the epic characters of the Marvel Avenger's series

- a first of its kind association in the two wheeler industry in India. This resulted in significant growth of the brand (13% growth from July-March over LY) and the variant currently contributes to 30% of the overall portfolio in just 6 months of launch.

Domestic Sales

The Company achieved sales of 21.6 lakh units of two wheelers in the domestic market compared to sales of 24.1 lakhs in 2019-20. The Company outperformed the broader Industry which declined by 13%.

In domestic motorcycles, Company achieved sales of 6.3 lakh units and registered a decline of 17% over 2019-20. The TVS Apache, grew better than the Premium motorcycle industry with sale of 3.3 lakh units, posting a decline of only 11% while the Premium Motorcycle industry declined by 14% in 2020-21 against 2019-20.

In domestic scooters, Company achieved sales of 9.2 lakh units and registered a decline of 10% over 2019-20. However, Scooters volume growth was higher than Industry supported by product interventions in Jupiter and launch of Super Squad edition in TVS NTORQ.

Exports sales - two-wheeler and three-wheeler

The Company's two wheeler exports in 2020-21 were 7.64 lakh units and witnessed an improvement with a growth of 12% over 2019-20.

Three wheeler exports during the year reached 1.15 lakh units and recorded a decline of 29% over 2019-20.

Opportunities

The CoVID-19 pandemic is causing paradigm shifts in consumer behavior affecting many industries including the automobile Industry. Social distancing norms followed across the globe due to CoVID-19, could become the new normal. People may move away from use of shared / public transport solutions. This changed preference would lead to enhanced need for a personal mobility solution. This could emerge as an area of opportunity for two wheelers.

The move towards alternative-energy based mobility solutions is needed and has been receiving considerable policy support. In light of the revised priorities post CoVID-19, the speed and extent of the policy support may alter, modifying the rate of change.

The Company will be closely studying such factors and is well poised to leverage this space through appropriate offerings across its wide stable of technology, products and business solutions. The EV portfolio of the Company today has TVS iQUBE which had been very well received in Bengaluru. The TVS iQUBE was then launched in New Delhi as well, basis the strong pre-launch online interest evinced by the customers from New Delhi. Across its 2 cities there is a 8-week order-book and the Company is looking to service the same expeditiously. Through the year, The TVS iQUBE footprint will expand to 20 more Indian cities. The portfolio also is set to expand to newer formats including a 3W version.

RISKS AND CONCERNS Domestic Business:

The Government has already started the vaccination drive and has covered some of the vulnerable sections, frontline responders, senior citizens and individuals with co-morbidities. The stated intent is to inoculate 30% of the population by September. However, a widespread second wave could result and contribute to delay of this plan. While, it is expected that the response to the second wave will be very measured, targeted and localized, there will be economic implications / impact of the counter measures. This could include:

1. Impact from the demand side: Consumption may take a hit. The uncertainty of the date and speed of resolution, might further weaken the overall consumer sentiment and affect demand. The severity of impact is likely to be higher, at the lower to mid income level, who form bulk of the commuter 2W consumers.

2. Impact from the supply side: Labour reverse migration leading to non-availability of manpower at tier-2 and tier-3 suppliers affecting the supply of parts and daily operations. The transit per se of goods should not be impacted, but some localized hubs may see lockdowns impacting productivity. The Company has taken appropriate steps to minimize the impact of such risks based on learnings from last year.

3. Semi-conductor availability: The increase in demand for consumer goods and unexpected growth in auto sector had led to supply shortfall of semi-conductors and the lead time for these goods have increased from 3 months to 18 months. These semi-conductors form a critical component in two wheelers too. The shortfall of semiconductors is likely to continue and pose as a risk in meeting the production demand.

International Business:

1. Container availability - Due to continued high traffic container movement from China to North America and Europe post CoVID-19 outbreak, there has been shortages of containers at Indian ports. This clubbed with increased exports from India is posing further shortage of space availability or availability at higher costs. This situation is expected to continue and result in delayed supplies to global customers.

2. Some of the Company's target markets/countries might witness a rapid spread of CoVID-19 second wave thereby lowering economic activity. A sustained drop in commodity prices and exports could reduce foreign exchange income in some of the export countries. The effect of second wave is already seen in LATAM, Bangladesh and Tanzania which are important export destinations. The Company has looked at options to minimize the impact by leveraging opportunity in less affected countries and by launching new products and leveraging financing solutions for customers.

3. Country specific Socio economic political factors. The Company keenly tracks progress of country specific factors which could impact its ability to service its consumers like: a. Ban of two wheeler imports in Srilanka - Sri Lankan Government banned import of all motor vehicles (except special category of vehicles) since March 2020. This import ban is put in place to preserve the foreign currency reserve. b. Political turmoil in Myanmar: Exports from India and PT TVS, Indonesia to Myanmar is affected due to the current political situation there. This is expected to affect the exports.

RISK MANAGEMENT POLICY

Company's risk management framework is well embedded and continually reviewed by the Risk Management Committee. It enables the Board, to identify, evaluate and monitor principal risks and where possible, actively mitigate the risks that could affect the achievement of the Company's target.

As a process, risks associated with the business are identified and prioritized based on the Company's overall risk appetite, strategy, severity and probability of occurrence.

The Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. The Company's Risk Management Committee is overseeing all the risks that the organization faces such as strategic, financial, market, IT, legal, regulatory, reputational and other risks and recommends suitable action. Risk mitigation policy has been approved by the board.

OPERATIONS REVIEW

Total Quality Management (TQM)

Total Quality Management (TQM) remained key focus in the organization during the pandemic to mitigate the business risks during uncertain industry environment in the first half of the year and to drive the organization towards growth path in the second half.

In Daily Work Management (DWM), emphasized culture of speed and rigor in execution during the pandemic through 'new normal' way of working with Daily management by senior leadership team on revenue achievement, working capital management and CoVID-19 risk mitigation. Taskforce-based approach in specific geography / products helped in retaining market share during the year inspite of challenges in the market. Strengthened Cross functional management, 5S and permeation of 'Focus on process for results' in front-end towards dealer transformation. The Company's plant in Himachal Pradesh received 'Award for Excellence in Consistent TPM Commitment.' Total Employee Involvement culture was significantly permeated towards profitability of the organization by promoting 'Profit Improvement Plan'. Both workmen, Executives & Managers significantly focused on implementing cost reduction towards operational improvements and waste elimination to support and enable lower spending during the year. Theme of 'waste elimination' in areas of inventory management and asset management helped the Company to improve its working capital management.

Cost Management

The Company continues to focus on all the elements and drivers of cost. Raw materials, components and conversion cost constitute major element of material cost. The Company pursued process innovation, value engineering, alternate sourcing and import substitution / localization to reduce material costs. During the year, focused working capital management and improved operating performance helped the Company to generate significant free cash flow. These proceeds are being used to reduce the debt. Rigorous focus on lean trade stock with the dealers also enhanced the financial health of the channel partners by reducing non-value adding costs and improving speed and freshness across the entire supply chain. Waste elimination, productivity improvements and process improvements through multiple means including small scale automation will continue across the supply chain during 2021-22.

In the area of fixed cost, similar systematic approach of deployment of cost reduction is being done, with significant and increasing digitalization of internal processes to eliminate cost and enhance speed.

Research and Development

The year 2020-21 witnessed launch of products with many segment firsts from the Company. TVS Apache 200 4V was launched with Ride Modes with technical breakthrough in offering functionality with Mechanical Throttle Body. The engine ride modes, ABS modes and adjustable suspension, adjustable control levers stand as good examples of R&D's pursuit of innovations that enhance customer experience with the products of the Company. The complete product range for both domestic and international markets has received upgrades and refreshes, with proliferation of the TVS SmartXonnect technology offering connected experience on many more offerings.

The R&D team continues their efforts in developing cutting-edge technologies that are relevant for the near and long-term requirements of the Company's business plans. These developments are centered on customers, emerging mobility needs, providing advanced safety systems and sustainability. The Company continues to leverage global talent through several co-operations with Indian and global expert organizations.

Research is intensified in chosen fields of science and engineering in order to be future ready.

TVS Racing, an arm of the Research and Development department, had a very successful season 2020. India's oldest factory racing team, has seen consistent investment towards significant engineering advancement of motorcycles and scooters, used for racing. The technology and engineering advancements implemented in the Racing products are developed through research projects by the internal R&D team, leading to a swift transfer of such advancements to the mass production products. The TVS Racing team garnered 100% podium finish in the 24 races participated and won 10 out of 10 championships.

Information Technology

The Company continues to implement several projects to improve its efficiency, transparency and process control across supply chain from supplier, plant, dealer and ultimately consumer. Major focus areas are improvements at factory, retail management and improving customer experience at dealerships. Various initiatives on industry 4.0 are being adopted for improving quality, productivity, traceability and waste elimination.

This year saw the organisation contend with a rapid transformation of working conditions, to facilitate and accommodate a greater proportion of WFH (Work From Home). The Company was able to ensure data and information security while minimizing loss of productivity by rapidly evolving policies and deploying tools like VPN networks, MS TEAMS, that facilitated collaboration and ensure employee productivity. While production will still need people at the plants, in all other areas, the Company has evolved to be able to adapt and deal with any future situation which needs an evolving responsive blend of work practices blending WFH, Work From Anywhere (WFA) with the traditional office model. In 2020-21, the Company launched TVS A.R.I.V.E, aimed at transforming customer experience of virtual exploration of two wheelers, through an innovative mobile application. The Augmented Reality Interactive Vehicle Experience (A.R.I.V.E) app allows an in-depth product exploration and purchase experience using AR technology, from the convenience of the homes. This first in its segment app will offer a superior, holistic and engaging experience for its customers. As part of continuous improvement and technology benchmarking, the Company's IT systems were audited by external experts and recommendations were implemented. The Company has enhanced information security by adopting new cyber security tools. The Company has engaged one of the major consulting firms to do benchmark study on cyber security framework and implemented controls based on recommendations. The Company has enhanced security by implementing multi-layered firewalls and deployed security control centres. The Company has formed a cyber-security governance council consisting of senior management and industry experts for improving its cyber security.

The Company is ISO 27001:2013 certified for all manufacturing units and sales offices. Business continuity plan for major business and design applications has been implemented and tested. The Company is certified for ISO 22301 for business continuity. The Company has been certified for CMM level 3 for its software development process.

In 2020-21, the Company established a data management and governance office and has begun a systematic program to drive discipline in how data is managed and governed in the 21st century. In addition, a study to understand potential implications of the impending personal data protection bill has been conducted, to ensure seamless compliance and necessary actions have been identified to be undertaken in FY 2021-22. During the year, the Company expanded the use of data engineering, reports with live data and Machine learning (ML) based decisions across its products and business functions. In customer & commercial processes, data engineering and power BI based visualizations have been built to provide real-time insights and actionable recommendations. Real-time dashboards have been created for connected vehicles and operations. Additionally, ML engines and computer vision frameworks pilots are deployed at multiple points of the organisation to expedite the digital transformation of internal processes.

INTERNAL CONTROL AND THEIR ADEQUACY

The Board is accountable for evaluating and approving the effectiveness of the internal controls, including financial, operational and compliance controls. Company has a proper and adequate internal control system to ensure that all its assets are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. The internal control system is subject to continuous improvement, with system effectiveness assessed regularly. Information provided to management is reliable and timely. Company ensures the reliability of financial reporting and compliance with laws and regulations.

Company is strengthening the controls by leveraging technology and centralizing processes, enhancing monitoring and maintaining effective tax and treasury strategies. The Audit Committee continues to monitor the effectiveness of internal control over the use of new technologies that impact the Financial controls and reporting enterprise risk. The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by an Independent audit firm as well as internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

KEY FINANCIAL RATIOS

As required under Regulation 34 of the Listing Regulations, there was a significant change in Debtors turnover ratio and Debt equity ratio. Details of changes are:

Ratios UOM

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Debtors Turnover Ratio Times 15.57 12.19 13.96 11.35
Debt Equity Ratio Times 0.06 0.44 2.46 2.85
Return on Net worth % 15.72 17.01 16.72 19.36

The ratios in the current year have improved compared to the previous year, primarily reflecting better operational performance and reduction in borrowing.

Return on Networth was adversely affected mainly due to impact of CoVID-19 during the first quarter of the financial year.

NON-CONVERTIBLE DEBENTURES

The Company had issued and allotted 5,000 unsecured, redeemable, non-convertible debentures (NCD) of face value of $ 10 Lakhs each on 15th May 2020 aggregating to $ 500 Crores at 7.5% p.a. and redeemable at the end of 3rd year. The NCDs were listed with National Stock Exchange of India Limited (NSE) on 19th May 2020.

Environment, Occupational Health & Safety:

Company's manufacturing facilities have been certified under Integrated Management System (IMS). ISO 14001 (Environment Management System) and ISO 45001 (Occupational Health & Safety Management System) standards and, are integrated into a common system making it leaner and more efficient.

Company has reduced 21% specific water consumption with respect to previous year. Company's approach was "Demand side Water management" which best utilizes the available water. The water management framework has - water resource management, water distribution & supply management, management of water by end-users and finally waste water management.

The renewable power contributes to 84% in overall share of power. Out of which 76% of energy utilized from Wind power and 8% of energy trapped from Solar. These initiatives of renewable energy resulted in emissions reduction of CO2 58,812 tons during 2020-21.

In process design, efforts have been taken to minimize the generation of waste by introduction of cleaner technologies. With continuous safety improvements, average Plant Safety Rating System score has improved. Proactive hazard control measures have been implemented, which resulted in reduction of first aid injuries. Towards sensitizing employees on safety, around 58,000 hours of safety training was provided covering employees of all categories.

During lockdown due to pandemic, the Company's Occupational Health Centre (OHC) provided 24x7 support to employees and their families. Counselling was done to patients and family members through online and tele-consultation. The medical team assisted employees and their families for hospitalisation across India and for home care.

Post lockdown, all employees were screened while onboarding to duty. Homeopathy medicines, immunity boosting medicines were distributed to all employees. Towards creating awareness about CoVID-19, online sessions were conducted with experts. Also, an on-going campaign to drive CoVID-19 appropriate behaviour by all employees is being conducted, via awareness videos, newsletters, intranet and posters.

The Company has announced that it would cover the cost of vaccination for all employees and their families. 45 year plus employees have been reached out to with special camps in sync with local health authorities. This is not only an individual health practice but as a duty, as a member of the community, to build collective immunity and help "BREAK THE CHAIN".

HUMAN RESOURCE DEVELOPMENT (HRD)

Constituents of Human Resources Development framework followed at the Company include Workforce planning, Employee engagement, Performance & rewards, Learning and Development, Career & Succession planning and Organization Development. Towards sustenance and delivering improved results, these constituents have a structured approach, policies and standard operating procedures which are reviewed and updated periodically. Current and future Skill-based competency development are planned and executed through both in-house programs and globally acclaimed programs, continuing education, challenging project assignments and job rotations.

TVS Institute of Quality & Leadership (IQL) was certified as a Corporate University in 2018, by Global Council of Corporate Universities. This institute set on 75 acres campus near Attibele, Karnataka, focuses on cultural capabilities, collective capabilities, supporting strategy delivery and enhancing sustainability.

Towards collective capability and supporting strategy, IQL adapted the concept of Community of Practice (CoP) in the least 4 years. During 2020-21, three CoPs were launched for Operations Research (OR), Reliability Engineering and TRIZ (Inventive problem methodology). These CoPs contributed significantly for tangible and intangible business impact. Skills training center in IQL supported the ramping-up of production volumes by training the freshers for the Company's plants and also for suppliers. Skills training center trained 2584 person in the areas of assembly, fabrication, painting, CKD for IB.

With the constrains of pandemic, IQL organized virtual Learning Convention 2021 with Learning Conference and Learning Showcase. The conference was organized with 4 themes of panel discussion namely Social Learning to drive Business excellence, Competency to drive Retail excellence, CoPs for Breakthrough Management and Accelerating Digital Transformation, with powerful key note addresses and case studies. Dr. David Greenhood, Director of Industrial Engagement, The University of Warwick, addressed the Learning Convention on the theme of "Getting Future Ready" This virtual event was attended by over 1,200 Managers and Executives.

The Company continues to maintain its record of good industrial relations without any interruption in work. As on 31st March 2021, the Company had 5,035 employees on its rolls.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report describing the Company's objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include, amongst others, Economic Conditions affecting demand/ supply and Price Conditions in the Domestic and Overseas Market in which the Company operates, changes in the Government Regulations, Tax Laws and Other Statutes and Incidental Factors.

5. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 (the Act, 2013) with respect to Directors' Responsibility Statement, it is hereby stated-i. that in the preparation of annual accounts for the financial year ended 31st March 2021, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review; iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the Directors had prepared the annual accounts for the financial year ended 31st March 2021 on a "going concern basis"; v. that the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR activities have already been textured into the Company's value system through Srinivasan Services Trust (SST), established in 1996 with the vision of building self-reliant rural community.

Over 25 years of service, SST has played a pivotal role in changing lives of people in rural India by creating self-reliant communities that are models of sustainable development. The Company is eligible to spend on their projects/ programmes, falling within the CSR activities specified under the Act, 2013, as mandated by the Ministry of Corporate Affairs for carrying out the CSR activities.

The Committee formulated and recommended a CSR Policy in terms of Section 135 of the Act, 2013 along with a list of projects / programmes to be undertaken for CSR spending in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Based on the recommendation of the CSR Committee, the Board has approved the projects / programmes carried out as CSR activities by Srinivasan Services Trust for an amount of $ 18.38 Cr for undertaking similar programmes / projects, constituting more than 2% of the average net profits of the Company, made during the three immediately preceding financial years, towards CSR spending for the financial year 2020-21.

Presently, SST is working in thousands of villages spread across Tamil Nadu, Karnataka, Maharashtra, Himachal Pradesh and Andhra Pradesh covering a population of about 24.50 lakhs and 6.24 lakh families. SST has focussed on the areas of economic development, health care, education, environment, social, infrastructure and water conservation actively in 3000 villages. SST will focus on 2000 more villages also, so that all these areas are covered in the next 3 years.

It may also be noted that the CSR Committee has approved the projects or programmes to be undertaken by the SST for the year 2021-22, preferably in local areas including manner of execution, modalities of utilisation of funds and implementation schedules and also monitoring and reporting mechanism for the projects or programmes, as required under the Companies Amendment Act, 2020.

The Company has also ensured that none of the projects undertaken through SST requires impact assessment, as these projects are within the threshold limit of $ 1 Cr. As required under Section 135 of the Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual Report on CSR, containing the particulars of the projects / programmes approved and recommended by CSR Committee and approved by the Board for the financial year 2020-21 are given by way of Annexure IV attached to this Report.

7. FINANCIAL PERFORMANCE OF SUBSIDIARIES & ASSOCIATES

The following companies and bodies corporate are the subsidiaries / associates of the Company:

Subsidiaries

1. Sundaram Auto Components Limited, Chennai

2. TVS Housing Limited, Chennai

3. TVS Motor Services Limited, Chennai

4. TVS Credit Services Limited, Chennai

5. TVS Two wheeler Mall Private Limited, Chennai

6. TVS Micro Finance Private Limited, Chennai

7. Harita ARC Private Limited, Chennai

8. Harita Collection Services Private Limited, Chennai

9. TVS Commodity Financial Solutions Private Limited, Chennai

10. TVS Housing Finance Private Limited, Chennai 11. Intellicar Telematics Private Limited, Bengaluru 12. TVS Motor Company (Europe) B.V., Amsterdam 13. TVS Motor (Singapore) Pte. Limited, Singapore 14. The Norton Motorcycle Co Limited, UK

15. PT TVS Motor Company Indonesia, Jakarta

16. Sundaram Holding USA Inc, Delaware, USA

17. Green Hills Land Holding LLC, South Carolina, USA

18. Components Equipment Leasing LLC, South Carolina, USA

19. Sundaram - Clayton (USA) LLC, South Carolina, USA

20. Premier Land Holding LLC, South Carolina, USA

Associates

- Emerald Haven Realty Limited, Chennai and its subsidiaries

- Ultraviolette Automotive Private Limited, Bengaluru

- Tagbox Solutions Private Limited, Bengaluru

Associates of TVS Motor (Singapore) Pte Ltd

- Tagbox Pte Limited, Singapore

- Predictronics Corp., USA

- Scienaptic Systems Inc., USA

- Altizon Inc, USA

PERFORMANCE OF SUBSIDIARIES

Sundaram Auto Components Limited (SACL)

Total income of SACL was $ 463 Cr in the current year as against $ 530 Cr in the previous year 2019-20.

SACL incurred a loss of $ 19.08 Cr including an exceptional item of $ 9.36 Cr during the year 2020-21 as against PBT of $ 6.44 Cr in the previous year.

TVS Housing Limited (TVSH)

TVS Housing Limited is a 100% subsidiary of the Company.

TVS Motor Services Limited (TVS MS)

TVS MS was initially the investment SPV of the Company, for funding TVS Credit Services Limited (TVS CS). Pursuant to order of the National Company Law Tribunal, Chennai (NCLT) TVS MS transferred its investments in equity shares of TVS CS, in the previous year, to the Company for the redemption of its preference shares held by the Company. TVS MS now holds 0.57% only in TVS CS and TVS MS continues to be a 100% subsidiary of the Company.

TVS Credit Services Limited (TVS CS)

TVS CS is the retail finance arm of the Company for financing of two wheelers.

During the year 2020-21, TVS CS's overall disbursements registered at $ 8,627 Cr as compared to $ 7,628 Cr in the previous year registering growth of 13%. During the year under review, the assets under management are around $ 11,200 Cr as against $ 9,215 Cr during the previous year registering a growth of 21%. Total income during the financial year FY 2020-21 increased to $ 2,241 Cr from $ 2,000 Cr during the financial year, an increase of 11.6% over the previous year.

The profit before tax and exceptional items for the year stood at $ 105 Cr as against $ 218 Cr during the previous year and the reduction is due to loss of business during first quarter of the year, increase in investment on recovery related initiatives and higher level of CoVID-19 related provisions. The following companies are the subsidiaries of TVS CS.

1. TVS Two wheeler Mall Private Limited

2. TVS Micro Finance Private Limited

3. Harita ARC Private Limited

4. Harita Collection Services Private Limited

5. TVS Commodity Financial Solutions Private Limited

6. TVS Housing Finance Private Limited

All the above subsidiaries are yet to commence their operations.

Intellicar Telematics Private Limited (Intellicar)

During the financial year effective 31st December 2020, the Company acquired the entire equity shares of Intellicar Telematics Private Limited (Intellicar), a start-up company and thereby it has become a wholly owned subsidiary of the Company. Intellicar provides advanced fleet management solutions through an integrated platform powered by IoT technologies coupled with strong analytics and data management capabilities. It will help accelerate the ongoing digital initiative of the Company that are targeted at delivering enhanced customer experience.

Total income of Intellicar was at $ 7.88 Cr in the current year as against $ 16.11 Cr in the previous year 2019-20. Intellicar incurred a loss of $ 4.83 Cr in the year 2020-21 as against loss of $ 0.93 Cr in the previous year 2019-20.

PT. TVS Motor Company Indonesia (PT TVS)

The Indonesian two wheeler Industry declined by 30% during the year 2020-21 at around 3.2 million units.

During the year under review, PT TVS achieved sales in three wheelers and recorded sales of 4,420 units as against 7,806 units of sales during the previous year and 58,901 nos. of two wheelers as against 53,641 nos. of last year, thereby registering a growth of 10%.

The growth in sales numbers, coupled with margin improvement enabled PT TVS to achieve a positive EBITDA of USD 3 million for the full year as against a USD 0.50 million of last year. It is also worthwhile to note that the Company achieved break even by posting operating profit for the financial year 2020-21.

TVS Motor Company (Europe) B.V

TVS Motor Company (Europe) B.V. was incorporated with a view to serve as special purpose vehicle for making and protecting the investments made in overseas operations of PT TVS.

TVS Motor (Singapore) Pte. Ltd

TVS Motor (Singapore) Pte Limited, a wholly owned subsidiary, is being leveraged to operationalize a digital technology organization focused on delivering high quality digital solutions that address real life business challenges by harnessing the power of Analytics, Artificial Intelligence, Augmented Reality, Machine Learning and Internet of Things. The solutions and offerings are focused in the areas of automotive and fintech industries that have direct relevance to the Company and its subsidiaries.

TVS Motor (Singapore) Pte Limited had made investments aggregating USD 19.52 Mn in Altizon Inc (USA) in the area of Digital Manufacturing focused on Digitizing Legacy Factories, Predictronics Corporation (USA) in the area of Digital Manufacturing focused on Predictive Maintenance, Scienaptic (USA) in the area of Credit Services focused on Credit Decisioning, Underwriting and Collections and in Tagbox (Singapore) in the area of Fleet Management focused on Granular Asset Tracking.

Despite the severe negative impact on businesses across the globe due to CoVID-19, the Company invested entities have performed very well with Predictronics, Scienaptic and Tagbox registering double digit revenue growth with improved operational metrices compared to the previous financial year. Thanks to the growth in digital technologies driven by CoVID-19, it is expected that the invested start-ups will deliver material growth in FY 2021-22 with solid financial and operational results while continuing to add value to the ongoing digital transformation initiatives in group companies.

During the year, the Company has invested a sum of SGD 35.44 Mn in the ordinary shares of TVS Motor (Singapore) Pte Limited.

The Norton Motorcycle Co Limited, UK (formerly known as Project 303 Bidco Limited)

In April 2020, The Norton Motorcycle Co. Limited UK (Norton) (formerly known as Project 303 Bidco Limited), a wholly owned subsidiary of TVS Motor (Singapore) Pte Limited concluded an asset purchase transaction which included the brand "Norton" and other associated brands, trademarks and certain other assets from Norton Motorcycle Holdings Limited (in administration) & Norton Motorcycles UK Limited (in administration).

Post-acquisition, a new state-of-the art facility is being created in Solar Park, Solihull near Coventry. The facility will focus on producing high end premium motorcycles. During FY 2020-21, Norton focussed on building new brand vision and strategy, enhancing the organisation strength, establishing supply chain network, product readiness with high quality standards, planning product and marketing strategy for future. Production and sales from new facility will commence during the first half of FY 2021-22.

Norton will continue to invest in development of new premium motorcycles, R&D and developing the dealer network across the globe.

Sundaram Holding USA Inc. (SHUI) & its subsidiaries

Sundaram Holding USA Inc. (SHUI), a company established under the applicable provisions of Laws of The United States of America, is owned by Sundaram Auto Components Ltd (SACL) (wholly owned subsidiary of the Company) and Sundaram-Clayton Limited (SCL) (holding company of the Company).

SHUI's wholly owned subsidiaries are:

1. Green Hills Land holding LLC, South Carolina, USA

2. Component Equipment Leasing LLC, South Carolina, USA

3. Sundaram-Clayton USA LLC, South Carolina, USA

4. Premier Land Holding LLC, South Carolina, USA

During the year 2020-21, SACL and SCL have invested a sum of USD 3 Mn and USD 7.4 Mn in the ordinary shares of SHUI and holds 68% and 32% respectively of the total capital of SHUI as on 31st March 2021.

Post CoVID-19 and with the US economy recovering, SHUI is preparing production and supply chain activities and is likely to commence the commercial production by first half of 2021-22.

Associates:

Emerald Haven Realty Limited (EHRL)

Chennai residential real estate market was severely impacted by CoVID-19, due to lockdown restrictions imposed, job losses, pay cuts and postponement of purchase decision by customers, impacting enquiries and absorption.

In H1 FY21, absorption fell sharply and no new projects were launched by major players leading to an increase in inventory overhang. Construction activities at the project sites were also impacted due to lockdown restrictions, non-availability of migrant workforce and raw material supply constraints. In line with the overall industry trend, EHRL faced a challenging H1 with low walk-ins, low sales and collections, higher cancellations and slowing down of construction activities across projects.

However, in H2 FY21, EHRL registered a sharp increase in sales, collections and construction activities compared to H1 83% of annual sales, 70% of annual collections and 61% of construction activities were done in H2 FY21.

The Company has completed development of 1.4 Million Sft till date and the balance area under development as on date is 4.5 Million Sft.

Subsidiaries of EHRL

1. Emerald Haven Development Limited;

2. Emerald Haven Projects Private Limited;

3. Emerald Haven Life Spaces (Radial Road) Limited;

4. Emerald Haven Realty Developers (Paraniputhur) Private Limited;

5. Emerald Haven Property Development Limited;

6. Emerald Haven Town and Country Private Limited;

7. Happiness Harmony Property Developers Private Limited; and

8. Emerald Haven Towers Limited.

Ultraviolette Automotive Private Limited (UV)

UV incurred a loss of $ 1.61 Cr in the year 2020-21 as against loss of $ 3.49 Cr in the previous year 2019-20. UV is a start-up company engaged in developing electric mobility solutions.

Tagbox Solutions Pvt Ltd, India / Tagbox Pte Ltd, Singapore (Tagbox)

Total income of Tagbox Solutions Private Ltd was at $ 6.1 Cr in the current year as against $ 4.6 Cr in the previous year 2019-20. Tagbox Solutions Private Ltd earned a PBT of $ 0.9 Cr in the year 2020-21 as against PBT of $ 0.3 Cr in the previous year 2019-20.

Total income of Tagbox Pte Ltd was at $ 0.11 Cr in the current year as against $ 0.13 Cr in the previous year 2019-20. Tagbox Pte Ltd incurred a loss of $ 1.1 Cr in the year 2020-21 as against loss of $ 0.6 Cr in the previous year 2019-20. Tagbox is a start-up company which provides an IoT based monitoring solution to predict and prevent unfavourable events, optimize reefer fleet and routes and manage inventory.

Predictronics Corp, (Predictronics) USA

Sales of Predictronics was at $ 7.8 Cr in the current year as against $ 6.6 Cr in the previous year 2019-20. Predictronics incurred a loss of $ 4.6 Cr in the year 2020-21 as against a loss of $ 5.5 Cr in the previous year 2019-20. Predictronics is a start-up company engaged in predictive analytics solution for critical assets, vertical software for industrial robots and consulting services.

Scienaptic System Inc (Scienaptic), USA

Total income of Scienaptic was at $ 26.7 Cr in the current year as against $ 18.9 Cr in the previous year 2019-20. Scienaptic incurred a loss of $ 19.3 Cr in the year 2020-21 as against loss of $ 12.0 Cr in the previous year 2019-20. Scienaptic is a start-up company engaged in AI powered Advanced underwriting decisioning platform.

Altizon Inc, (Altizon) USA

Total income of Altizon was at $ 4.1 Cr in the current year as against $ 5.3 Cr in the previous year 2019-20. Altizon incurred a loss of $ 8.6 Cr in the year 2020-21 as against loss of $ 13.9 Cr in the previous year 2019-20. Altizon is a start-up company which provides an industrial IoT helping enterprises use machine data to drive business decisions.

8. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance with the provisions of Section 129 of the Act, 2013 read with the Companies (Accounts) Rules, 2014 and Regulation 33 of the Listing Regulations along with a separate statement containing the salient features of the financial performance of subsidiaries / associates in the prescribed form. The audited consolidated financial statements together with Auditors' Report form part of the Annual Report.

The financial statements of the subsidiary companies will be made available to the Shareholders, on receipt of a request from any Shareholder and it has also been placed on the website of the Company. This will also be available for inspection by the Shareholders at the Registered Office during the business hours as mentioned in the Notice of AGM.

The consolidated Profit Before Tax of the Company and its subsidiaries & associates amounted to $ 822 Cr for the financial year 2020-21 as compared to $ 865 Cr in the previous year.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors' appointment / re-appointment / cessation

During the year under review, the Board has appointed Prof. Sir Ralf Dieter Speth (Sir Ralf) as Non-Executive Non-Independent Director (NE-NID) and Mr Kuok Meng Xiong (MX), as Non-Executive Independent Director (NE-ID) on the board at its meeting held on 24th March 2021, on the recommendation of the Nomination and Remuneration Committee.

Prof. Sir Ralf Dieter Speth (Sir Ralf)

Sir Ralf is an outstanding engineer and brings with him exemplary experience from some of the highest echelons of the global automotive industry. He has served as the Chief Executive Officer of Jaguar Land Rover (JLR), and during his stint JLR developed strategies, designs, styling, and products for making it one of the most respected automotive and luxury brands in the world. Sir Ralf is widely acclaimed for his tremendous leadership at JLR and for transforming it into the global marquee it is today. He continues to serve on the board of JLR as Vice Chairman. He began his career in BMW and did his PhD at Warwick Manufacturing Group, University of Warwick and later he joined Ford Motor Company's Premier Automotive Group (PAG) where he was responsible for product planning and quality. Later, he moved to the chemical giant Linde where he ran global operations.

Sir Ralf's passion for technology, deep knowledge and tremendous connect with the current global automotive industry including in terms of engineering, marketing, and people and his deep insights and guidance, academic knowledge and rich practical experience in automotive industry will be invaluable to the management team as the Company embraces the future of mobility. Sir Ralf will mentor the Company and its management.

Then, the Board considered his appointment as an additional and NE-NID of the Company, till the ensuing annual general meeting, and his appointment as a Director is subject to the approval of the shareholders, liable to retire by rotation.

Mr Kuok Meng Xiong (Mr MX)

Mr MX is the scion of the reputed Kuok Group in Singapore and from one of Asia's most respected business houses running Wilmar, one of the largest grain trading business, Shangri La Hotels and real estate business globally.

Mr MX is the Founder & Managing Partner of K3 Ventures, a Singapore-based venture capital investment firm. In the last 8 years, he has invested in and partnered with visionary founders of category-leading companies that drive innovation in today's world. The K3 Ventures portfolio comprises 70 companies including ByteDance, Grab, Palantir, Planet, Perfect Day, Aspiration, Genki Forest, SpaceX, Airbnb and Next Gen Foods.

Mr MX serves as a director on the boards of ByteDance (Singapore), Next Gen Foods, SoCash, Logivan, and the Anglo-Chinese Schools Foundation. He is also a Senior Advisor to TPG Capital.

Mr MX started his career at the Group's Shangri La Hotels, expanding it to Europe, West Asia and Sri Lanka. He started the venture firm K3 where he has led early investments in most of the world's leading startups in technology field and many Asian unicorns.

Mr MX strengths include his experience of helping build and manage a hotel chain, as well as growing up in a family that values relationships over short-term monetary gains. While recommending his co-option on the board as NE-ID, NRC considered his experience with digital technology and start up would be more helpful to sourcing as well as for investments by the Company in digital start-ups.

Mr MX achievements at young age and his varied insights would be helpful to the Company's diversification as he ceded several companies in the last 10 years and his appointment on the board would certainly be a great asset to the Company and he would bring a unique mix of strong corporate values and a clear vision of the future digital world. Then, the Board considered his appointment as an Additional Director of the Company, till the ensuing annual general meeting, and appointment as a NE-ID for a period of five consecutive years effective 24th March 2021 is subject to the approval of the shareholders, not liable to retire by rotation. The Company is seeking approval of the shareholders for the appointment of Prof. Sir Ralf Dieter Speth, as NE-NID and Mr Kuok Meng Xiong, as NE-ID for a term of five consecutive years effective 24th March 2021, at the ensuing AGM.

During the year under review, Mr Rajesh Narasimhan, tendered his resignation as a Non-Executive Non-Independent director of the Company with effect from the close of business hours on 24th March 2021 due to his various business commitments and increased responsibilities within the group.

The board also noted that post resignation / appointment of NE-NID / NE-ID, the composition of the Board is in compliance with half of the Board consisting of Non-Executive Independent Directors, as required under the Listing Regulations.

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act, 2013 two-thirds of the total number of Directors i.e., excluding IDs, are liable to retire by rotation and out of them, one-third is liable to retire by rotation at every annual general meeting. Mr Sudarshan Venu and Mr K N Radhakrishnan, Directors are liable to retire by rotation, at the ensuing AGM, and being eligible, offer themselves for re-appointment.

The Directors have recommended their appointment / re-appointment for the approval of shareholders. Brief resume of the Directors are furnished in the Notice convening the AGM of the Company.

Independent Directors (IDs)

All IDs hold office for a fixed term of five years and are not liable to retire by rotation.

On 5th March 2019, the IDs viz., M/s. T Kannan, C R Dua, Prince Asirvatham and Hemant Krishan Singh were reappointed for the second term of 5 consecutive years from 14th July 2019. Mrs Lalita D Gupte and Mr R Gopalan, were appointed as Additional and Non-executive Independent Directors for a term of 5 years by the board at its meeting held on 23rd October 2018 and 30th April 2019 respectively and the same were approved by the shareholders at the AGM held on 22nd July 2019. The terms of appointment of IDs include the remuneration payable to them by way of fees and profit related commission, if any. The Company is seeking approval of the shareholders for the appointment of Mr Kuok Meng Xiong as NE-ID for a term of five consecutive years effective 24th March 2021, at the ensuing AGM.

The terms of IDs cover, inter-alia, duties, rights of access to information, disclosure of their interest / concern, dealing in Company's shares, remuneration and expenses, insurance and indemnity. The IDs are provided with copies of the Company's policies and charters of various Committees of the Board.

In accordance with Section 149(7) of the Act, 2013, all IDs have declared that they meet the criteria of independence as provided under Section 149(6) of the Act, 2013 and Regulation 25 of the Listing Regulations and the Board confirms that they are independent of the management. The detailed terms of appointment of IDs is disclosed on the Company's website in the link as provided in page no. 85 of this Annual Report.

All the IDs have registered with the databank of Independent Directors developed by the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Companies Act, 2013 and obtained ID registration certificate and renewed the same for five years / life time, as the case may be.

Separate meeting of Independent Directors

During the year under review, a separate meeting of IDs was held on 22nd March 2021.

Based on the set of questionnaires, complete feedback on Non-Independent Directors and details of various activities undertaken by the Company were provided to IDs to facilitate their review / evaluation.

a) Non-Independent Directors (Non-IDs)

IDs used various criteria prescribed by the Nomination and Remuneration Committee (NRC) for evaluation of Non-IDs viz., M/s Venu Srinivasan, Chairman and Managing Director, Sudarshan Venu, Joint Managing Director, K N Radhakrishnan, Director & CEO, H Lakshmanan, Dr. Lakshmi Venu and Rajesh Narasimhan, Directors and also of Chairman of the Board and the Board as a whole.

IDs evaluated the performance of all Non-IDs individually, through a set of questionnaires. They reviewed the Non-IDs interaction during the Board / Committee meetings and thoughtful inputs given by them to improve the cyber security framework, supplier management and contribution to the Company's growth.

IDs were satisfied fully with the performance of all Non-IDs.

b) Chairman

The IDs reviewed the performance of Chairman of the Board after considering his performance vis-a-vis benchmarking the performance of the Company with industry under the stewardship of Chairman.

The IDs also placed on record, their appreciation of Chairman's timely and proactive interventions for making progress on production, sales and managing the financial relationships with distributors in an exceptionally difficult and unpredictable year battered by pandemic. IDs have also commended the transparency and commitment to governance and he stayed ahead in setting high standards for the Company.

They also commended his strenuous push for the acquisition of British iconic brand "Norton" despite the pandemic and the disturbances caused to the entire operations of the Company. They also recorded their appreciation for his exceptional competence in handling such critical situation and the Company has done very well both in governance and performance even during strained times.

IDs have also applauded the organized & timely response to the community and social initiatives during CoVID-19 times.

c) Board

The IDs also evaluated Board's composition, size, mix of skills and experience, its meeting sequence, effectiveness of discussion, decision making, follow up action, so as to improve governance and enhance personal effectiveness of Directors. The evaluation process focused on Board Dynamics. The Company has a Board with wide range of expertise in all aspects of business and outstanding diversity of the Board with the presence of varied personalities from diverse fields viz., Engineering, Management, Legal, Administration, Accounting and Finance. The Board upon evaluation concluded that it is well balanced in terms of diversity of experience with expert in each domain viz., Automotive, Leadership / Strategy, Finance, Legal & Regulatory and Governance. They also expressed their satisfaction on the presentations on major litigations, supplier advances, International Business risk, Status update on investment in start-ups, Cyber security threat that have been fairly made to all IDs with open door discussions. IDs recorded that they were always kept involved through open and free discussions and provided additional inputs in emerging areas being forayed into by the Company and high levels of Corporate Governance in all management discussion and decisions were maintained.

The IDs unanimously evaluated the prerequisites of the Board viz., formulation of strategy, acquisition & allocation of overall resources, setting up policies, directors' selection processes and cohesiveness on key issues and satisfied themselves that they were adequate.

They were satisfied with the Company's performance in all fronts and finally concluded that the Board operates with best practices.

d) Quality, Quantity and Timeliness of flow of information between the Company, Management and the Board

All IDs have expressed their overall satisfaction with the support received from the management and the excellent work done by the management during the year under review and also that the relationship between the top management and Board is smooth and seamless.

The information provided for the meetings were clear, concise and comprehensive to facilitate detailed discussions and periodic external presentations on specific areas well supplemented the management inputs. The emerging e-technology was duly incorporated in the overall review of the board.

Key Managerial Personnel (KMP)

Mr Venu Srinivasan, Chairman and Managing Director, Mr Sudarshan Venu, Joint Managing Director, Mr K N Radhakrishnan, Director & CEO, Mr K Gopala Desikan, Chief Financial Officer and Mr K S Srinivasan, Company Secretary are KMPs of the Company in terms of Section 2(51) read with Section 203 of the Act, 2013 as on date of this Report.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of Directors (NRC) reviews the composition of the Board to ensure an appropriate mix of abilities, experience and diversity to serve the interests of all stakeholders of the Company.

Nomination and Remuneration Policy was approved by the Board at its meeting held on 23rd September 2014 and amended from time to time to maintain consistency with statutory amendments to be reflected in the policies to make it uptodate and more comprehensive.

The objective of such policy shall be to attract, retain and motivate executive management and devise remuneration structure to link to Company's strategic long term goals, appropriateness, relevance and risk appetite.

NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the Board / Company, whenever the need arises for appointment of Directors / KMP.

Criteria for performance evaluation, disclosures on the remuneration of Directors, criteria of making payments to Non-Executive Directors have been disclosed as part of Corporate Governance Report attached herewith.

Remuneration payable to Non-executive Independent Directors

The Shareholders at the 25th AGM of the Company held on 11th August 2017, have renewed the payment of remuneration, by way of commission not exceeding 1% of the Net profits, in aggregate, payable to the Non-Executive Independent Directors of the Company (NE-IDs) every year. NE-IDs devote considerable time in deliberating the operational and other issues of the Company and provide valuable advice in regard to the management of the Company from time to time, and the Company also derives substantial benefit through their expertise and advice.

Evaluation of the Independent Directors and Committees of Directors

In terms of Section 134 of the Act, 2013 and the Corporate Governance requirements as prescribed under the Listing Regulations, the Board reviewed and evaluated Independent Directors and various Committees viz., Audit Committee, Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee, based on the evaluation criteria laid down by the NRC.

Board has carried out the evaluation of all Directors (excluding the Director being evaluated) and its Committees through a set a questionnaires.

Independent Directors

The performance of all IDs were assessed against a range of criteria such as contribution to the development of business strategy and performance of the Company, understanding the major risks affecting the Company, clear direction to the management and contribution to the Board cohesion. The performance evaluation has been done by the entire Board of Directors, except the Director concerned being evaluated. The Board noted that all IDs have understood the opportunities and risks to the Company's strategy and are supportive of the direction articulated by the management team towards consistent improvement.

On the basis of the report of performance evaluation of directors, the Board noted and recorded that all the directors should extend and continue their term of appointment as Directors / Independent Director, as the case may be.

Committees

Board delegates specific mandates to its Committees, to optimize Directors' skills and talents besides complying with key regulatory aspects.

- Audit Committee for overseeing financial Reporting;

- Risk Management Committee for overseeing the risk management framework;

- Nomination and Remuneration Committee for selecting and compensating Directors / Employees;

- Stakeholders' Relationship Committee for redressing investors' grievances; and

- Corporate Social Responsibility Committee for overseeing CSR initiatives and inclusive growth.

The performance of each Committee was evaluated by the Board after seeking inputs from its Members on the basis of specific terms of reference, its charter, time spent by the Committees in considering key issues, quality of information received, major recommendations / action plans and work of each Committee.

The Board is satisfied with overall effectiveness and decision making of all Committees. The Board reviewed each Committee's terms of reference to ensure that the Company's existing practices remain appropriate.

Recommendations from each Committee were considered and accepted by the Board prior to its implementation during the financial year under review.

Details of Committees, its charter and functions are provided in the Corporate Governance Report.

Number of Board meetings held:

The number of Board meetings held during the financial year 2020-21 is provided as part of Corporate Governance Report prepared in terms of the Listing Regulations.

10.AUDITORS

Statutory Auditors

The Company at its 26th AGM held on 7th August 2018 reappointed M/s V. Sankar Aiyar & Co., Chartered Accountants, Mumbai, having Firm Registration No. 109208W allotted by The Institute of Chartered Accountants of India, as Statutory Auditors of the Company to hold office, for the second term of five consecutive years from the conclusion of 26th AGM till the conclusion of 31st AGM, at such remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors. The Statutory Auditors will continue to hold office for the 4th year in the second term of five consecutive years, from the conclusion of this AGM.

The Company has obtained necessary certificate under Section 141 of the Act, 2013 conveying their eligibility for being the Statutory Auditors of the Company for the year 2021-22.

The Auditors' Report for the financial year 2020-21 does not contain any qualification, reservation or adverse remark and the same is attached with the annual financial statements.

Secretarial Auditors

As required under Section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company.

The Secretarial Audit Report for the year 2020-21, given by M/s S Krishnamurthy & Co., Company Secretaries, Chennai is attached to this Report. The Secretarial Audit Report does not contain any qualification, reservation or other remarks.

The Board at its meeting held on 27th April 2021 has re-appointed M/s. S Krishnamurthy & Co., Practising Company Secretaries, Chennai having Registration No.2215 allotted by the Institute of Company Secretaries of India as Secretarial Auditors for the financial year 2021-22.

Cost Auditor

As per Section 148 of the Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, as amended, the cost audit records maintained by the Company in respect of its engine components manufactured by the Company specified under Customs Tariff Act heading in Table B to Rule 3 of the above rules, are required to be audited by a Cost Auditor.

In terms of the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board has re-appointed Mr A N Raman, Cost Accountant holding Certificate of practice No. 5359 allotted by The Institute of Cost Accountants of India, as the Cost Auditor for conducting Cost Audit for the financial year 2021-22.

The Company has also received necessary certificate under Section 141 of the Act, 2013 from him conveying his eligibility to act as a Cost Auditor. A sum of $ 6 lakhs has been fixed by the Board as remuneration in addition to reimbursement of applicable taxes, travelling and out-of-pocket expenses payable to him, for the year 2021-22, which is required to be approved and ratified by the Members, at the ensuing AGM as per Section 148(3) of the Act, 2013.

The Company has filed the Cost Audit Report of 2019-20 on 26th August 2020 in XBRL format.

11.CORPORATE GOVERNANCE

The Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations is given as Annexure VIII to this Report.

The Director & CEO and the Chief Financial Officer (CFO) of the Company have certified to the Board on financial statements and other matters in accordance with the Regulation 17 (8) of the Listing Regulations pertaining to CEO / CFO certification for the financial year ended 31st March 2021.

12. BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34 of the Listing Regulations, the Business Responsibility Report for the year 2020-21 describing the initiatives taken from an environment, social and governance perspective, in the prescribed format is given as Annexure VII to this Report and is available on the Company's website in the link as provided in page no. 85 of this Annual Report.

13.POLICY ON VIGIL MECHANISM

The Company has adopted a Policy on Vigil Mechanism in accordance with the provisions of Companies Act, 2013 and Regulation 22 of the Listing Regulations, which provides a formal mechanism for all Directors, Employees and other Stakeholders of the Company to report to the management, their genuine concerns or grievances about unethical behaviour, actual or suspected fraud and any violation of the Company's Code of Business Conduct and Ethics.

The Code also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about grievances or violation of the Company's Code.

The Policy is disclosed on the Company's website in the link as provided in page no. 85 of this Annual Report.

14.PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Section 76 of the Act, 2013, for the year ended 31st March 2021.

15.STATUTORY STATEMENTS

Information on conservation of energy, technology absorption, foreign exchange etc:

Relevant information is given in Annexure I to this Report, in terms of the requirements of Section 134(3)(m) of the Act, 2013 read with the Companies (Accounts) Rules, 2014.

Material changes and commitments, if any, affecting the financial position of the company, having occurred since the end of the year and till the date of the Report:

There have been 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 this Report.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations.

Annual Return:

Copy of the Annual Return (Annexure II) in prescribed form is available on the Company's website in the link as provided in page no. 85 of this Annual Report, in terms of the requirements of Section 134(3)(a) of the Act, 2013 read with the Companies (Accounts) Rules, 2014.

Employee's remuneration:

Details of Employees receiving the remuneration in excess of the limits prescribed under Section 197 of the Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as a statement and given in Annexure III. In terms of first proviso to Section 136(1) of the Act, 2013 the Annual Report, excluding the aforesaid annexure is being sent to the Shareholders of the Company. The annexure is available for inspection at the Registered Office of the Company during business hours as mentioned in the Notice of AGM and any Shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Comparative analysis of remuneration paid:

A comparative analysis of remuneration paid to Directors and Employees with the Company's performance is given as Annexure V to this Report.

Details of related party transactions:

There is no material related party transactions under Section 188 of the Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

Details of loans / guarantees / investments made:

The details of loans and guarantees under Section 186 of the Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2020-21 are given as Annexure VI to this Report. On loans granted to the Employees, the Company has charged interest as per its remuneration policy, in compliance with Section 186 of the Act, 2013.

Please refer note No. 4 to Notes on accounts for details of investments made by the Company.

Reporting of fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, 2013.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards as amended from time to time.

Disclosure in terms of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has an Internal Complaints Committee as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

16.ACKNOWLEDGEMENT

The Directors gratefully acknowledge the continued support and co-operation received from the holding Company viz., Sundaram-Clayton Limited, Chennai. The Directors also thank the bankers, investing institutions, customers, dealers, vendors and sub-contractors for their valuable support and assistance. The Directors wish to place on record their appreciation of the very good work done by all the employees of the Company during the year under review.

The Directors also thank the investors for their continued faith in the Company.

For and on behalf of the Board of Directors
Chennai VENU SRINIVASAN
27th April 2021

Chairman