Your Directors have pleasure in presenting the Fiftieth Annual Report of the Company together with Audited Accounts for the year ended 31st March 2024.
FINANCIAL RESULTS:
The financial performance of your company is stated hereunder:
(Rs In Lakhs)
Particulars
DIVIDEND:
Your Directors recommend a final dividend of Rs 2.00 (20%) per fully paid up equity share of the face value of Rs 10 per share. Payment of Dividend is subject to the approval of Shareholders at the ensuing Annual General Meeting.
Your Directors do not propose to transfer any amount to reserves for the FY ended 31st March, 2024, as it is not mandatorily required.
AUTOMOBILE INDUSTRY SCENARIO-2023-24
The Indian Automotive Industry recorded a production of 284.27 lakhs vehicles and 9.46% growth with the medium and heavy Commercial vehicle production hitting 3.91 lakhs vehicles and 3.10% growth.
SBL?S SALES PERFORMANCE
Your Company?s net sales during the year 2023-24 was Rs 35,022 lakhs as compared to the previous year Rs 35,310 lakhs. While your Company increased the export turnover by 13.90%, there was a drop of 8% in Domestic segment.
DOMESTIC:
Your company?s decrease in turnover results mainly from the domestic OEM segment (10.50%) and is largely driven by the reduction in vehicle production during the 4th quarter of 2023-24. In the independent aftermarket there was a decrease of 1.30% from the last financial year but your Company?s additional channel of directly served large stockist grew to Rs. 1764 lakhs from Rs. 500 lakhs in 2022-23 and is expected to grow substantially in the coming years. Your Company is taking actions to increase its sales to both wholesale distributors (who serve small retailers) and direct to large stockists and thus better serve the domestic independent aftermarket mechanics and fleets.
EXPORTS:
Export sales registered a growth of 13.90%. Your Company?s primary North American export markets showed strong growth that is expected to continue and strengthen in FY 2024-25. Supply chain threats due to disruptions in Red sea or straits or straits of Mallaca can affect both raw material receipt and customer deliveries and your Company is taking measures to reduce the impact of emergent situations and minimize customer impact. Your Company has successfully introduced premium copper free commercial vehicle brake pads in North America and is seeing good market acceptance and adoption.
Net foreign exchange earned by your company in the year under review was Rs 8,882.09 lakhs as against Rs 4,139.13 lakhs in 2022-23.
OUTLOOK FOR 2024-25
The consensus is that the Indian Economy will grow broadly in line with last year?s rate and any electoral impact will be transient and overshadowed by state transport fleet upgradation.
Macroeconomic indicators, announced Government investment intent, and Vehicle manufacturers sentiment are positive and the Indian automotive industry is expected to continue its growth path in the coming years. The medium and heavy commercial vehicle sales growth is expected to sustain and will prove favourable to your company?s positioning as the preferred supplier of OE friction.
Your company is also aggressively expanding its range and presence in the Indian aftermarket which is expected to fuel growth during 2024-25 and beyond.
RESEARCH AND DEVELOPMENT:
Your company?s R&D facility located in Padi continues to be recognized as an approved R&D unit by the Department of Scientific & Industrial Research (DSIR), Ministry of Science & Technology, Government of India, New Delhi, and the recognition has been renewed up to 31.03.2027.
During the year under review, the focus of the department was on increasing range in CV & PV pads, capacity and efficiency in CV linings, and new product development in the 2W market. Energy cost optimization efforts continued in the year under review and will be accelerated in the coming year.
The total expenditure for R&D incurred in 2023-24 was Rs 619.93 lakhs as against Rs. 826.91 lakhs in the previous year.
SHARE CAPITAL
During the year under review, your company has not issued any type of Shares. Hence there is no change in the share capital of the company.
TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven consecutive years from the date of transfer of such amount to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.
During this year, no shares / Dividends amounts were liable to be transferred to the IEPF authority. Further, Members/ claimants whose shares, and / or unclaimed dividend which have been transferred pertaining to the earlier financial years to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund of dividend by making an application to the IEPF Authority in Form IEPF-5 (available on http:// www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time.
PUBLIC DEPOSITS
Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.
CASH FLOW STATEMENT
In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended 31st March, 2024 forms part of this Annual Report.
BOARD MEETINGS
The Board of Directors met 5 (five) times during the financial year ended 31st March, 2024 i.e., 26th May, 2023, 11th August, 2023, 10th November, 2023, 28th December,2023 and 09th February, 2024. The gap between the Board meetings was within the maximum period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended and notified from time to time. Detailed statement of attendance of directors at the Board Meetings and other meeting of all Committees held during the financial year ended 31st March, 2024 are given in the Corporate Governance report which is forming part of this Annual Report.
PASSING OF RESOLUTION BY CIRCULATION
During the financial year, there was no resolution by circulation was passed by the Board of Director or Committees of the Board.
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: i. CHANGE IN DIRECTORS - APPOINTMENT, CHANGE IN DESIGNATION AND RESIGNATION
1. Mr. T Kannan, Non Executive Independent Director passed away on 23rd May, 2023. He was a member of the Audit Committee and the Chairperson of the Corporate Social Responsibility committee.
2. Mr. P S Raman, Non Executive, Independent director resigned with effect from 22nd January, 2024 since he was appointed as the Attorney General of State of Tamil Nadu.
3. Mr. G R Chandramouli, Non Executive Non Independent Director has resigned with effect from 27th February 2024.
RETIREMENT BY ROTATION AND RE-APPOINTMENT
PursuanttoSection152(6)(c)ofCompaniesAct,2013,duringthefinancialyear,Ms.ShobhanaRamachandran, Non-Executive Non Independent Director of the Company, being liable to retire by rotation, retired by rotation at the 49th Annual General Meeting of the Company held on 28th July, 2023 and being eligible, was re-appointed.
Further, Pursuant to Section 152(6)(c) of Companies Act, 2013, Ms. Shripriya Mahesh Ramanan, Non-Executive Non Independent Director of the Company who retires by rotation and being eligible for reappointment, offers herself for re-appointment as a Director of the Company and the same is being placed before the 50th Annual General Meeting for approval of shareholders of the Company.
ii. CHANGE IN KEY MANAGERIAL PERSONNEL
During the financial year ended 31st March, 2024 there were no changes in Key Managerial personnel in the Company.
AUDIT COMMITTEE
Pursuant to Section 177(8) of Companies Act, 2013, the Company had constituted an Audit Committee. The particulars of composition of the Audit Committee, meetings held during the year and other particulars have been detailed in the Corporate Governance Report forming part of this Annual Report.
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS
The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations which were unaccepted by the Board of Directors of the Company during the year under review.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule - V thereof, the Management Discussion and Analysis report has been annexed to the Board?s Report as ANNEXURE - V and forms a part of the Annual Report.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received declarations from all the Independent Directors who are occupying the Board as on the end of financial year 2023-24 confirming that they continue to meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made under there at. The format of the said Disclosure is given as ANNEXURE - IV which forms part of this Annual Report.
NOMINATION AND REMUNERATION POLICY
The Company believes that a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on Director?s appointment, remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The key highlights of the policy forms part of this Report. The entire Nomination and Remuneration Policy may be accessed on the Company?s website at https://www.tvsbrakelinings.com/sebi.php
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy establishing vigil mechanism to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company?s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of Vigil mechanism is available on the Company?s website https://www.tvsbrakelinings.com/images/assets/pdf/SEBI/Vigl%20Mechanism-Whistle%20Blower%20Policy.pdf No complaint has been received from any employee since inception of the vigil mechanism.
MATERIAL CHANGES & COMMITMENTS
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2023-24 of the Company to which the financial statements relate and date of the report.
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the requirement under Sections 134(3) (c) and 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended 31st March, 2024 the Board of Directors hereby confirms that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures wherever applicable; i. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2024 and of the Profit/Loss of your Company for the year ended on that date. i. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; ii. that they had prepared the annual accounts on a going concern basis; iii. the Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively and iv. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES / JV AND INFORMATION ABOUT SUBSIDIARY / JV / ASSOCIATE COMPANY
There are no Subsidiary or Associate Company or JV companies and hence these disclosures are not applicable.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.tvsbrakelinings.com/images/assets/pdf/SEBI/Disclosures%20under%20regulation%2030%20(8)%20of%20SEBI%20LODR/2023-24/Draft%20Annual%20Return%2031.03.2024.pdf
STATUTORY AUDITORS
The Annual Accounts of the Company including its Balance Sheet, Statement of Profit and Loss and Cash Flow Statement including the Notes and Schedules to the Accounts have been audited by M/s. Brahmayya & Co, Chartered Accountants, Chennai. The Independent Auditors? Report given by the Auditors on the financial statements of the Company is forming part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report which requires any explanation / comments by the Board.
SECRETARIAL AUDITORS
Pursuant to the Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. V. Suresh Associates, Practicing Company Secretaries, Chennai as the Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation / comments by the Board. The Secretarial Audit Report is forming part of this Annual Report.
M/s. V. Suresh Associates, Practicing Company Secretaries, Chennai has been re-appointed as the Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2024-25 at the meeting of Board of Directors held on 28th May, 2024.
INTERNAL AUDITORS
Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the Companies Act, 2013, M/s. Sundaram and Srinivasan, Chartered Accountants, Chennai are the Internal Auditors of the Company, who were originally appointed in the Board meeting held on 4th August, 2017. They have been carrying out their Audit as per the Plan submitted to and approved by Audit Committee.
The Audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each quarter in consultation with the Audit Committee. These audits are based on risk based methodology and inter alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the financial year for corrective action. The Audit Committee oversees the work of Internal Auditors.
COST AUDIT
Cost Audit is not applicable to the Company from the Financial Year 2014-15 based on the amended Companies (Cost Audit & Record) Rules 2014 dated 31st December 2014 issued by the Ministry of Corporate Affairs, Govt. of India.
QUALIFICATIONS IN AUDIT REPORTS
There are no qualifications in Statutory Auditors? Report and in Secretarial Auditors? Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
The auditors of the Company have stated that during the course of their audit, there was no material fraud by the Company or on the Company by its officers or employees noticed or reported in Independent Auditors? Report which forms part of this Report. Hence, no requirement arises to report the same to Audit Committee or Board of Directors of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year 2023-24, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014
A. CONSERVATION OF ENERGY a) Energy conservation measures taken during 2023-24:
Replacing plant-scale furnace oil fired thermopacs with individual electrically powered mould heating to proactively address rising energy prices and emissions. These improvements are being replicated at all of our factories.
Resizing air compressors to reduce power consumption.
Initiative taken to reducing the sizes of the Dust control unit thereby reducing the power consumption.
Improving heat insulation in Curing presses across all the plants.
Redesign of layout, regrouping and resizing machines to reduce the power & manpower requirements is continuing.
In the financial year 2023-24, the Company has sourced 45% of its energy requirement through procurement of Renewable Energy (Wind & Solar)
(b) Impact of the above measures:
The measures taken above have helped in reducing fuel cost for the machines where it has been implemented and will reduce the overall energy cost for SBL, in the years to come. Steps are being taken to source more than 75% of the energy requirement through procurement of Renewable Energy (Wind & Solar).
B. TECHNOLOGY ABSORPTION Research & Development (R&D)
(1) Specific areas in which R&D carried out by the company
Benchmarked and developed Drum Brake Linings for Medium & Heavy Commercial Vehicle applications for Domestic Aftermarket.
Developed Drum Brake Linings for Heavy Duty Defence Vehicle OEM applications
Developed two-wheeler disc pads for Domestic Aftermarket
Developed disc pads for All-wheel-disc brake LCV bus OEM application
Developed disc pads for EV bus (noise sensitive) OEM applications
Developed copper-free (N-level) disc pads for Heavy Commercial Vehicle Export application to meet upcoming Regulatory requirements
Developed rubber-based CV linings for special export applications
Developed high-copper woven clutch facings for Domestic aftermarket premium applications
Developed body parts in carbon fibre composite materials for export market two wheeler applications.
Developed high strength and high wear resistant parts in FRP composite materials for industrial application.
Developed FRP body parts for Domestic HCV application
Developed structural parts in carbon Fiber composite material for domestic market Two wheeler application.
(2) Benefits derived as a result of the above
Continued recognition of in-house R&D by Department of Scientific and Industrial Research (DSIR), Government of India
Obtained approval and commercialized drum brake linings, disc pads and clutch facings for various OEM and Aftermarket applications
(3) Future Plan of action
Development of Disc pads and Drum brake linings for various passenger and commercial vehicle applications in Domestic OEM, Aftermarket & Export Markets
Development of Woven Clutch Facings for commercial vehicle applications in Domestic OEM & Export Markets
Development of specialized resins with improved thermal stability for various product applications
Reduction in Raw material costs through yield improvement, process optimization, and development of alternative sources & materials.
Improvement in process technology, in order to augment production capacity with minimum capital outlay.
(4) Expenditure on R&D
(Rs in Lakhs)
S. No
C. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
1. Efforts in brief, made towards technology absorption, adaptation and innovation
Process optimization for Quality Improvement through Thermo Electric Heating System (TEHS) - each curing mould is closely controlled by individual heating system in place of centralized heating system.
Process Cycle-time optimisation through detailed study of curing process
Product and Process improvement by benchmarking the product against fellow global leaders
Development of recycling process for waste re-use.
2. Benefits derived as a result of the above efforts
Development of superior and competitive products for Export and Domestic markets
Quality upgradation and optimal use of resources leading to savings
Reduction in pollution, improving sustainability of environment
D. FOREIGN EXCHANGE EARNINGS AND OUTGO
S. No.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE
During the year 2023-24, there have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company?s operations in future.
REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014
Change in nature of business, if any: Nil
Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year: Not Applicable
INTERNAL CONTROL AND SYSTEMS AND THEIR ADEQUACY
The Company has an adequate internal control system which is commensurate with the size, scale and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and there by strengthen the controls. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Independent Auditors? Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year, the Company has not given any loan (Secured or Unsecured) or guarantees covered under the provision of Section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements, which form part of this Annual Report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company firmly provides a safe, supportive and friendly workplace environment - a workplace where our values come to life through the underlying behaviours. Positive workplace environment and a great employee experience are integral parts of our culture.
No woman employee has been engaged by the Company. Hence the compliance under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 does not arise.
RISK MANAGEMENT AND POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has framed Risk Management Policy, which lays down the framework to define, assess, monitor and mitigate the business, operational, financial and other risks associated with the business of the Company.
All the risks associated with the business of the Company have been taken care of by taking adequate measures by the Company, which have been reviewed by the Audit committee and the Board in their meetings held from time to time.
The Company has been addressing risks impacting the Company in Management Discussion and Analysis Report which forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of Directors have framed a policy on CSR as recommended by the CSR committee duly constituted and the said policy is available on the Company?s website https://www.tvsbrakelinings.com/images/assets/pdf/SBL%20CSR%20Policy.pdf The composition and terms of reference of the CSR Committee are detailed in the Corporate Governance Report, which forms part of this Annual Report.
The disclosure on Corporate Social Responsibility initiatives during the financial year has been provided in ANNEXURE - III which forms part of this Annual Report.
RELATED PARTY TRANSACTIONS
During the financial year, all the related party transactions entered by the Company were ordinary business transactions in the ordinary course of business and on arm?s length basis and there were no transactions requiring approval of the Shareholders. However, prior approval of the Audit Committee was sought for entering into the Related Party Transactions as required under Companies Act, 2013 read with rules made thereunder and Regulation 23 (2) of SEBI Listing Regulations, 2015. Further, the details of Related Party Transactions entered into by the Company pursuant to each of the omnibus approvals given are also placed before the Audit Committee for its review on a quarterly basis.
During FY 2023-24, there were no material related party transactions in terms of Regulation 23 of the SEBI Listing Regulations, 2015.
Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out in the ANNEXURE - II to the report.
The Company has adopted a policy on materiality of related party transactions and dealing with Related Party Transactions and the same is disclosed on the website of the Company, viz., https://www.tvsbrakelinings.com/images/assets/pdf/SEBI/Policy%20on%20Related%20Party%20Transactions%2001.04.2022.pdf
JUSTIFICATION FOR ENTERING INTO RELATED PARTY TRANSACTIONS
The Company?s Related party transactions have been made to meet the requirements of operations and at an arm?s length basis and have been entered in the ordinary course of business.
BOARD EVALUATION
In terms of Section 134 (3) (p) of the Companies Act, 2013 and Regulation 4(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board reviewed and evaluated its own performance from the following perspectives:
Company Performance;
Risk management;
Corporate Ethics;
Performance of the Individual Directors; and
Performance of the Committees, viz., Audit Committee, Nomination and Remuneration Committee (NRC) and Corporate Social Responsibility Committee & Stakeholders? Relationship Committee (SRC).
The Board has carried out an annual evaluation of its own performance, the directors and also Committees of the Board based on the guidelines formulated by the Nomination & Remuneration Committee under Self-evaluation method. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process.
The Board, upon evaluation, considered that the Board is well balanced and diverse and is commensurate with the business profile and size of the Company.
The Board reviewed and noted with satisfaction of its own performance and that of its Committees and individual Directors.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the first proviso to Section 136 of the Act, these reports and accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary. The said information is available for inspection by the members at the Registered Office of the Company on any working day of the Company upto the date of 50th Annual General Meeting.
The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ANNEXURE - I and forms part of this Report.
COMPLIANCE WITH CODE OF CONDUCT
The Company has framed a Code of Conduct for the Board of Directors and Senior Management personnel of the Company. All the Board of Directors and Senior Management personnel have affirmed compliance with the Code of conduct as on 31st March, 2024. The Code of Conduct is available on the Company?s website https:// www.tvsbrakelinings.com/images/assets/pdf/SEBI/Code%20of%20conduct%20For%20Directors%20and%20 Senior%20Management%20Personnel.pdf.
As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration from Mr. Krishna Mahesh, Managing Director to this effect is annexed to the Report on corporate governance which forms part of this Annual Report.
DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016
DISCLOSURE UNDER ONE-TIME SETTLEMENT
There was no instance of one time settlement with any Bank or Financial Institution
LISTING OF SHARES
The equity shares of the Company are listed on the Stock Exchange viz., National stock exchange of India Ltd (NSE). The Company paid the applicable listing fees to the Stock Exchange within the stipulated time for the financial year 2023-24.
CREDIT RATING
The Company is maintaining the existing credit rating obtained from ICRA Limited viz., ICRA BBB+ Stable for long term borrowings and ICRA A2 for short term borrowings.
CORPORATE GOVERNANCE
Your company has taken adequate steps to adhere to all the conditions laid down in SEBI (Listing obligations and disclosure requirements) regulations, 2015 with respect to Corporate Governance. Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule-V thereof, the report on Corporate Governance has been furnished in the Annual Report and forms part of the Annual Report.
A Certificate from the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance as stipulated in SEBI (Listing obligations and disclosure requirements) regulations, 2015 forms part of this Annual Report.
The Managing Director and the Chief Financial officer of the Company have certified to the Board the financial statements and other matters in accordance with the Regulation 17(8) of the SEBI (Listing obligations and disclosure requirements) regulations, 2015 pertaining to CEO/CFO certification for the financial year ended 31st March 2024 and the same is enclosed as part of Annual Report.
PERSONNEL
Employee relations have been very cordial during the financial year ended 31st March, 2024. The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year.
ACKNOWLEDGMENT
Your Directors wish to thank State Bank of India, ICICI Bank and Standard Chartered Bank for their continued support and assistance.
Your Directors wish to thank all the Customers, the wholesalers both in India and worldwide for their continued support.
Your Directors wish to place on record their sincere appreciation for the good work of all the employees of the Company.
For and on behalf of the Board
KRISHNA MAHESH
SANDHYA SUBRAMANYAM