Sundaram Clayton : Annual Report 2022

Board of Directors

1. GOPALAN Chairman

VENU SRINIVASAN

Chairman Emeritus & Managing Director

Dr. LAKSHMI VENU

Managing Director

K GOPALA DESIKAN

Director & Group Chief Financial Officer

KAMLESH GANDHI

VICE ADMIRAL P J JACOB (Retd.)

RAJESH NARASIMHAN

1. SANTHANAKRISHNAN V SUBRAMANIAN SASIKALA VARADACHARI SUDARSHAN VENU
   R VIJAYARAGHAVAN

Audit Committee

VICE ADMIRAL P J JACOB (Retd.)

Chairman

1. GOPALAN
2. SANTHANAKRISHNAN

1. SUBRAMANIAN

Nomination and Remuneration Committee

1. SANTHANAKRISHNAN Chairman

VICE ADMIRAL P J JACOB (Retd.)

V SUBRAMANIAN

R VIJAYARAGHAVAN

Risk Management Committee

1. GOPALAN Chairman
   Dr. LAKSHMI VENU
   VICE ADMIRAL P J JACOB (Retd.),
   K GOPALA DESIKAN

Stakeholders' Relationship Committee

1. VIJAYARAGHAVAN Chairman

Statutory Auditors

M/s. RAGHAVAN, CHAUDHURI & NARAYANAN

Chartered Accountants,

No. 17/12, II Floor, Casa Capitol,

Wood Street, Ashoknagar,

Bengaluru - 560 025.

E-mail : sathya@nca-india.com

Cost Auditor

A N RAMAN

Cost Accountant,

No.10, P. Muthukumaraswami Salai,

Off. Baby Nagar 1st Main Road,

Velachery, Chennai - 600 042.

Tel. : 044-2243 3462

E-mail : anraman@gmail.com

Secretarial Auditor

B CHANDRA

Practising Company Secretary AG 3, Ragamalika,

No. 26, Kumaran Colony Main Road, Vadapalani, Chennai 600 026

E-mail : bchandraandassociates@gmail.com

Shares listed with

BSE Limited, Mumbai

National Stock Exchange of India Limited, Mumbai

Share Transfer Agent

Integrated Registry Management Services

Private Limited,

Registered Office:

2nd Floor, Kences Towers,

No.1, Ramakrishna Street,

North Usman Road,

T Nagar, Chennai - 600 017

Bankers

STATE BANK OF INDIA

Corporate Accounts Group Branch

Chennai

Registered Office

"Chaitanya"

No. 12, Khader Nawaz Khan Road, Nungambakkam, Chennai - 600 006, Tamil Nadu, India.

Tel. : 044 - 2833 2115

Fax : 044 - 2833 2113

CIN : L35999TN1962PLC004792

E-mail : corpsec@sundaramclayton.com

Website: www.sundaram-clayton.com

Plant Locations

Padi

Chennai - 600 050, Tamil Nadu, India. Tel. : 044 - 2625 8212

Mahindra World City

Plot No. AA5, VI Avenue

Auto Ancillary SEZ, Mahindra World City,

Chengalpattu, Kancheepuram District - 603 004,

Tamil Nadu, India.

Tel. : 044 - 4749 0049

Oragadam

Plot No.B-14, SIPCOT

Industrial Growth Centre,

Sriperumbudur Taluk,

Kancheepuram District - 602 105

Tamil Nadu, India.

Tel. : 044 - 6710 3300

Hosur

Hosur - Thally Road

Belagondapalli

Hosur - 635 114, Tamil Nadu, India.

Tel. : 04347 - 233 445

Subsidiary Companies

TVS Motor Company Limited

Sundaram-Clayton (USA) Limited, USA

Sundaram-Clayton DCD Limited

Sundaram Holding USA Inc., USA

Sundaram Auto Components Limited

TVS Housing Limited

TVS Motor Services Limited

Intellicar Telematics Private Limited

TVS Credit Services Limited

TVS Electric Mobility Limited

TVS Motor (Singapore) Pte. Limited, Singapore

The Norton Motorcycle Co Limited, United Kingdom

TVS Motor Company (Europe) B.V., Amsterdam

PT TVS Motor Company Indonesia, Jakarta

Swiss E-Mobility Group (Holding) AG, Switzerland

The GO Corporation, Switzerland

TVS Digital Pte Ltd., Singapore

Dr. LAKSHMI VENU

S SANTHANAKRISHNAN

Corporate Social Responsibility Committee

VENU SRINIVASAN

Chairman

Dr. LAKSHMI VENU

VICE ADMIRAL P J JACOB (Retd.)

President and Chief Executive Officer

VIVEK S JOSHI

Company Secretary

R RAJA PRAKASH

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Sixtieth Annual General Meeting of the Company (AGM) will be held on Tuesday, 28th June 2022 at 10.35 A.M. [Indian Standard Time (IST)] through Video Conferencing / Other AudioVisual Means to transact the following businesses:

ORDINARY BUSINESS

1. To consider passing the following resolution as an ordinary resolution:
   RESOLVED THAT the standalone and consolidated audited financial statements for the year ended 31st March 2022, together with the Directors' Report and the Auditors' Report thereon as circulated to the Members and presented to the meeting be and are hereby approved and adopted.
2. To consider passing the following resolution as an ordinary resolution:
   RESOLVED THAT Dr. Lakshmi Venu (holding DIN 02702020), Director, who retires by rotation and being eligible, offers herself for re-appointment, be and is hereby re-appointed as a Director of the Company.
3. To consider passing the following resolution as an ordinary resolution:
   RESOLVED THAT Mr Sudarshan Venu (holding DIN 03601690), Director, who retires by rotation and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company.
4. To consider passing the following resolution as an ordinary resolution:
   RESOLVED THAT the re-appointment of M/s Raghavan, Chaudhuri & Narayanan, Chartered Accountants, Bengaluru, having Firm Registration No. 007761S 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 this annual general meeting till the conclusion of the 65th Annual General Meeting, as recommended by the Audit Committee and approved by the Board of Directors of the Company, in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, be and is hereby approved.
   RESOLVED FURTHER that approval be and is hereby accorded for the payment of statutory audit fees of $ 40 lakhs (Rupees Forty lakhs only) plus reimbursement of out of pocket expenses and applicable taxes excluding services in the nature of limited review, statutory certifications and other professional work, to M/s Raghavan, Chaudhuri & Narayanan, Chartered Accountants, Bengaluru, for the financial year 2022- 23 and the Board of Directors of the Company be and are hereby authorized to increase and pay such statutory audit fees as recommended by the Audit Committee and as they may deem fit for the remaining tenure of their re-appointment.

SPECIAL BUSINESS

5. To consider passing the following resolution as an ordinary resolution:

RESOLVED THAT pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014

(including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the remuneration of $ 5,00,000 (Rupees Five Lakhs only), in addition to reimbursement of all applicable taxes, travelling and out-of-pocket expenses, payable to Mr A N Raman, practising cost accountant, holding Membership No. 5359, allotted by The Institute of Cost Accountants of India, who was re-appointed as cost auditor of the Company for the year 2022-23 by the Board of Directors of the Company, as recommended by the Audit Committee, be and is hereby ratified.

Registered office: "Chaitanya"

No.12, Khader Nawaz Khan Road, Nungambakkam, Chennai - 600 006.

Notes:

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act, 2013), in respect of the special businesses to be transacted at the AGM, as set out in the Notice is annexed hereto.

1. Pursuant to the Circular No. 2/2022 dated 5th May 2022 read with Circular No. 20/2020 dated 5th May 2020, issued by the Ministry of Corporate Affairs and all other relevant circulars issued from time to time, and SEBI/HO/CFD/CMD2/CIR/P/2021/697 dated 22nd December 2021 issued by the Securities and Exchange Board of India ("SEBI Circular") and in compliance with the provisions of the Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), physical attendance of the Members is not required at a common venue and AGM be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC / OAVM.
2. Pursuant to the Circular No. 14/2020 dated 8th April, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives as Members to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-Voting.
3. The Members can join the AGM through VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

1. The attendance of the Members attending the AGM through VC / OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act, 2013.
2. Pursuant to the provisions of Section 108 of the Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations, and the Circulars issued by the Ministry of Corporate Affairs dated 5th May, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as voting at the meeting will be provided by NSDL.
3. In line with MCA Circular No. 17/2020 dated 13th April, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.sundaram-clayton.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
4. AGM has been convened through VC / OAVM in compliance with applicable provisions of the Act, 2013, read with Circulars issued by MCA and SEBI from time to time.

Unclaimed Dividend

1. In terms of Section 124 of the Act, 2013, the dividend declared by the Company, for earlier years, which remain unclaimed for a period of seven years will be transferred on due dates to the Investor Education and Protection Fund (IEPF), established by the Central Government. The particulars of due dates for transfer of such unclaimed dividends to IEPF are furnished in the Report on Corporate Governance, forming part of the Annual Report.
2. Members who have not encashed their dividend warrants in respect of the above period are requested to make their claim(s) by surrendering the un-encashed warrants immediately to the Company.
   Pursuant to The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is providing / hosting the required details of unclaimed amount referred to under Section 124 of the Act, 2013 on its website and also on the website of MCA viz., www.iepf.gov.in.

General

10. With a view to serving the Members better and for administrative convenience, Members who hold shares in identical names and in the same order of names in more than one folio are requested to write to the Company to consolidate their holdings into one folio.

11. Members may also note that the Annual Report will also be available on the Company's website viz., www.sundaram-clayton.com for their download.

Members holding shares in electronic form

1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members are requested to submit their PAN to the Depository Participant(s) (DP) with whom they are maintaining their demat accounts.
2. Members are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC Code, Mandates, Nominations, Power of Attorney, Change of Address / Name / e-mail Address / Contact Numbers, etc., to their DP.
3. Electronic copy of the Annual Report and the Notice of the AGM inter-alia indicating the process and manner of e-Voting are being sent to all the Members whose e-mail IDs are registered with the Company / DPs for communication purposes.

Members holding shares in physical form

1. Members can submit their PAN details to the Company / Share Transfer Agent (STA).
2. Members are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, Mandates, Nomination as per Section 72 of the Act, 2013 by filling Form SH-13, Power of Attorney, Change of Address / Name / e-mail Address / Contact Numbers, etc., with the Company / STA. Blank forms (SH-13) will be shared on request.
3. Members holding shares in physical form, in their own interest, are requested to dematerialize the shares to avail the benefits of electronic holding / trading.

Voting

1. The businesses set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. The Members may cast their votes using electronic voting system from a place other than the venue of the meeting ('remote e-Voting').
2. In case of joint holders attending AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
3. In terms of Section 108 of the Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended ('the Rules') and Regulation 44 of the Listing Regulations, the Company has provided facility to exercise votes through electronic voting system to the Members holding shares as on 21st June 2022 being the "Cut-offDate"("Cut-Off" for the purpose of Rule 20(4)(vii) of the Rules) fixed for determining voting rights of the Members entitled to participate in the remote e-Voting process through the platform provided by NSDL viz., www.evoting.nsdl.com. The voting rights of the Members / Beneficial Owners will be reckoned on the Equity Shares held by them as on Cut-off date.