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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Sundaram Brake Lining Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Fifty First Annual Report of the Company together with Audited Accounts for the year ended 31^st March 2025.

FINANCIAL RESULTS:

The financial performance of your company is stated hereunder: ('' In Lakhs)
Particulars	2024-25	2023-24
Revenue from Operations	35,221.30	35,235.87
Profit before exceptional item, interest, depreciation and tax	1,613.75	2,129.26
Less : Interest	402.89	336.40
Profit before exceptional item, depreciation and tax	1,210.86	1,792.86
Less : Depreciation	596.76	638.37
Profit / (Loss) before tax and exceptional items	614.10	1,154.49
Add : Exceptional item	-	-
Profit before tax	614.10	1,154.49
Less : Provision for Taxation
Current Tax	102.51	198.67
Prior Period Tax	9.65	(19.65)
Deferred Tax Liability / (Asset) (net)	(15.34)	(33.89)
Profit after tax	517.28	1,009.36
Add : Surplus / (Deficit) brought forward	2,562.00	1,597.12
Less: Transfer to Other Comprehensive Income	(9.24)	(44.48)
Less: Dividend distributed to Shareholder	(78.69)	-
Surplus Carried over	2,991.35	2562.00

DIVIDEND:

Your Directors recommend a final dividend of '' 1.5 (15%) per fully paid up equity share of the face value of '' 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 31^st March, 2025, as it is not mandatorily required.

AUTOMOBILE INDUSTRY SCENARIO-2024-25

The Indian Automotive Industry produced nearly 31 Million vehicles and grew 9.1% while medium and heavy commercial vehicle production remained flat with only 0.5% growth and around 0.39 million vehicles produced.

SBL''S SALES PERFORMANCE

Your Company''s net sales during the year 2024-25 was '' 34,916 lakhs as compared to the previous year '' 34,960 lakhs. While your Company increased export revenue by nearly 12%, there was a decrease of slightly over 7% in domestic sales. The composites business has benefitted from your company''s ability to invest in its nascent growth and does not yet contribute meaningfully to the overall sales of your company.

DOMESTIC:

Your company''s decrease in turnover results mainly from the domestic OEM segment (14.6%) and is largely driven by general election effects and tail-end spending infrastructure spending in 2024-25. In the independent aftermarket there was an increase of 8.9% from the last financial year but your Company''s additional channel of directly served large stockist grew to '' 2,002 lakhs from '' 1,766 lakhs in 2024-25 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 serves the domestic independent aftermarket mechanics and fleets.

EXPORTS:

Export sales registered a growth of 11.93%. Your Company''s primary North American export markets showed strong growth that is expected to continue and strengthen in FY 2025-26. 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. Your company has also introduced Commercial Vehicle lined shoe assembly for customers in North America & Australia. We remain alert to the trade landscape and tariff impacts.

Net foreign exchange earned by your company in the year under review was Rs. 14,464 lakhs as against Rs. 12,867 lakhs in 2024-25.

OUTLOOK FOR 2025-26

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 favorable to your company''s positioning as the preferred supplier of OE friction.

The reciprocal tariff imposed in the US created a temporary lull in business activity as enterprises attempted to understand the contours of the changing landscape and navigate the uncertainty created by the changing rates. Your company has, however, taken actions to mitigate the same, by engaging with customers and setting expectations, expanding business across other countries, and launching novel products to mitigate long-term impacts.

Your company is also aggressively expanding its range and presence in the Indian aftermarket which is expected to fuel growth in 2025-26 and beyond.

Your company has also started developing niche Industrial and Railway friction products which have received initial customer approvals and bulk commercial production will start by 4th Quarter of FY 2025-26

Composite sales are expected to have a meaningful impact in this financial year as long lead-time products in automotive and aviation begin to bear fruit.

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 is valid 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 domestic EV market and export industrial and railway friction. 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 2024-25 was '' 661.89 lakhs as against Rs. 619.93 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.

DEPOSITORY SYSTEM

Your Company''s shares are in compulsorily tradable securities in electronic form. As on 31^st March 2025, Equity Shares 38,68,586 representing 98.32% of the paid-up share are in dematerialised form and Equity Shares 65,989 representing 1.68% of the paid-up share are in physical form.

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, 2025 forms part of this Annual Report.

BOARD MEETINGS

The Board of Directors met 4 (four) times during the financial year ended 31^st March, 2025 i.e., 28^th May, 2024, 09^th August, 2024, 11^th November, 2024 and 11^th February, 2025. 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 31^st March, 2025 are given in the Corporate Governance report which is forming part of this Annual Report.

PASSING OF RESOLUTION BY CIRCULATION

The Company resorts to circular resolutions only in exceptional or urgent circumstances. All such resolutions are duly recorded and ratified at the subsequent meetings of the Board or the respective Committees. During the financial year 2024-25, the Board of Directors passed three circular resolutions, all of which were taken on record in the following Board meeting.

BOARD OF DIRECTORS

As on March 31,2025, your Board comprises of six (6) Directors with an optimum combination of Executive and Non-Executive Directors. Out of six (6), three (3) are Independent Directors including an Independent Woman Director, two (2) Non-Executive Non-Independent Directors and an Executive Director of the Company.

CHANGE IN DIRECTORS - APPOINTMENT, CHANGE IN DESIGNATION AND RESIGNATION

1. Mr. KSD Sambasivam, Non Executive Independent Director retired on 31^st July, 2024. He was a member of the Audit Committee, Nomination Remuneration Committee, Chairman of Stakeholders Relationship Committee.

2. Mr. M.CT.P. Chidambaram was appointed as the Independent Director in the Board meeting held on 28^th May 2024. His appointment was further approved by the Shareholders in the 50^th AGM of the Company held on 24^th July 2024.

RETIREMENT BY ROTATION AND RE-APPOINTMENT

Pursuant to Section 152(6)(c) of Companies Act, 2013, during the financial year, Ms. Shripriya Mahesh Ramanan, Non-Executive Non Independent Director of the Company, being liable to retire by rotation, retired by rotation at the 50^th Annual General Meeting of the Company held on 24^th July, 2024 and being eligible, was re-appointed.

Further, Pursuant to Section 152(6)(c) of Companies Act, 2013, Ms. Shobhana Ramachandran, Non-Executive Non Independent Director of the Company who retires by rotation and being eligible for re-appointment, offers herself for re-appointment as a Director of the Company and the same is being placed before the 51^st Annual General Meeting for approval of shareholders of the Company.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2025, are as follows:

Mr. Krishna Mahesh, Managing Director

Mr. V Srinivasan, Chief Financial Officer

Mr. J R Vishnu Varthan, Company Secretary & Compliance Officer CHANGE IN KEY MANAGERIAL PERSONNEL

During the financial year ended 31^st March, 2025, Mr. Y Sathyan, Company Secretary and Compliance Officer of the Company resigned with effect from 28^th May, 2024. Mr. J. R. Vishnu Varthan who is a qualified Company Secretary was appointed as the Company Secretary and Compliance Officer of the Company with effect from 29^th May, 2024.

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 2024-25 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 2024-25 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 31^st March, 2025 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, 2025 and of the Profit/Loss of your Company for the year ended on that date.

ii. 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;

iii. that they had prepared the annual accounts on a going concern basis;

iv. 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

v. 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 31^st March, 2025 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/sebi-24-25.php

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 2024-25. The Secretarial Audit Report for the Financial Year 2024-25 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 proposed to be appointed by the Shareholders as the Secretarial Auditor of the Company for the period of 5 years from the FY 2025-2026 to 2029-2030 at the meeting of Board of Directors held on 25^th May, 2025. The Company had received required declarations/ consents from the Secretarial Auditors confirming that they have been Peer Reviewed and are eligible to be appointed as Secretarial Auditors.

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. 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 were 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 2024-25, 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 2024-25:

â¢ 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.

â¢ Resizing air compressors to reduce power consumption.

â¢ Initiative taken to reducing the sizes of the Dust control unit thereby reducing the power consumption.

â¢ Improving heat insulation in Curing presses across all the plants.

â¢ Redesign of layout, regrouping and resizing machines to reduce the power & manpower requirements is continuing.

â¢ In the financial year 2024-25, the Company has sourced 66% 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

â¢ Benchmarked and developed Drum Brake Linings for Medium & Heavy Commercial Vehicle applications for Domestic Aftermarket.

â¢ Developed Drum Brake Linings for Heavy Duty Defence Vehicle OEM applications

â¢ Developed two-wheeler disc pads for Domestic Aftermarket

â¢ Developed disc pads for All-wheel-disc brake MCV OEM bus and truck applications

â¢ Developed disc pads for EV bus (noise sensitive) OEM applications

â¢ Developed copper-free (N-level pads for Heavy Commercial Vehicle Export application to meet Regulatory requirements

â¢ Developed rubber-based CV linings for special export applications

â¢ Developed high-copper woven clutch facings for Domestic aftermarket premium applications

â¢ Developed friction pads for industrial and railway applications for export

â¢ Developed body parts in carbon fibre composite materials for export market two wheeler applications.

â¢ Developed high strength and high wear resistant parts in FRP composite materials for industrial application.

â¢ Developed FRP body parts for Domestic HCV application

â¢ Developed structural parts in carbon Fiber composite material for domestic market Two wheeler application.

(2) Benefits derived as a result of the above

â¢ Continued recognition of in-house R&D by Department of Scientific and Industrial Research (DSIR), Government of India

â¢ Obtained approval and commercialized drum brake linings, disc pads and clutch facings for various OEM and Aftermarket applications

(3) Future Plan of action

â¢ Development of Disc pads and Drum brake linings for various passenger and commercial vehicle applications in Domestic OEM, Aftermarket & Export Markets to meet Euro 7 regulations.

â¢ Development of riveted disc pads (patent applied) that offer improved performance, better Total Cost of Ownership and sustainability for domestic and export markets

â¢ Development of Woven Clutch Facings for commercial vehicle applications in Domestic OEM & Export Markets

â¢ Development of specialized resins with improved thermal stability for various product applications

â¢ Reduction in Raw material costs through yield improvement, process optimization, and development of alternative sources & materials.

â¢ Improvement in process technology, in order to augment production capacity with minimum capital outlay.

(4) Expenditure on R&D

('' in Lakhs)
S. No	Particulars	Financial Year 2024-25
a	Capital	-
b	Revenue	661.89
c	Total	661.89
d	Total R & D expenses as % of total turnover	1.88%

C. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1. Efforts in brief, made towards technology absorption, adaptation and innovation

â¢ Process optimization for Quality Improvement through Thermo Electric Heating System (TEHS)/ Electric Heating System (EHS) - each curing mould is closely controlled by individual heating system in place of centralized heating system.

â¢ Process Cycle-time optimisation through detailed study of curing process

â¢ Product and Process improvement by benchmarking the product against fellow global leaders

â¢ Development of recycling process for waste re-use.

2. Benefits derived as a result of the above efforts

â¢ Development of superior and competitive products for Export and Domestic markets

â¢ Quality upgradation and optimal use of resources leading to savings

â¢ Reduction in pollution, improving sustainability of environment

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

('' in Lakhs)
S. No.	Particulars	Financial Year
		2024-25	2023-24
A	Foreign Exchange earned	14,464.01	12,867.35
B	Foreign Exchange used	3,916.15	3,985.26
C	Net Foreign Exchange earned (A-B)	10,547.86	8,882.09

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 2024-25, 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 2024-25, 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%20dealing%20with%20related%20party%20transactions.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:

â¢ Company Performance;

â¢ Risk management;

â¢ Corporate Ethics;

â¢ Performance of the Individual Directors; and

â¢ 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 Selfevaluation 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 51^st 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 31^st March, 2025. 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 SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the FY 2024-25.

REVISION IN THE FINANCIAL STATEMENTS AND BOARDS REPORT

There was no revision of financial statements and the Board''s Report.

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 2024-25.

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 2025 and the same is enclosed as part of Annual Report.

PERSONNEL

Employee relations have been very cordial during the financial year ended 31st March, 2025. 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 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.

Mar 31, 2024

The Directors have pleasure in presenting the Fiftieth Annual Report of the Company together with Audited Accounts for the year ended 31^st March 2024.

FINANCIAL RESULTS:

The financial performance of your company is stated hereunder:		(Rs. In Lakhs)
Particulars	2023-24	2022-23
Revenue from Operations	35,235.87	35,483.84
[Net Sales - 35,021.70 (PY: 35,310.04)
Other Operating Revenue - 214.17 (PY: 173.80)]
Profit before exceptional item, interest, depreciation and tax	2,129.26	442.64
Less : Interest	336.40	371.57
Profit before exceptional item, depreciation and tax	1,792.86	71.07
Less : Depreciation	638.37	610.82
Profit / (Loss) before tax and exceptional items	1,154.49	(539.75)
Add : Exceptional item	-	-
Profit before tax	1,154.49	(539.75)
Less : Provision for Taxation
Current Tax	198.67	-
Prior Period Tax	(19.65)	-
Deferred Tax Liability / (Asset) (net)	(33.89)	(61.59)
Profit after tax	1,009.36	(478.16)
Add : Surplus / (Deficit) brought forward	1,597.12	2,119.23
Less: Transfer to Other Comprehensive Income	(44.48)	(43.95)
Surplus Carried over	2,562.00	1,597.12

DIVIDEND:

Your Directors recommend a final dividend of '' 2.00 (20%) per fully paid up equity share of the face value of '' 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 31^st 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 '' 35,022 lakhs as compared to the previous year '' 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 4^th 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 '' 8,882.09 lakhs as against '' 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:

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 '' 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)

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

CASH FLOW STATEMENT

BOARD MEETINGS

The Board of Directors met 5 (five) times during the financial year ended 31^st March, 2024 i.e., 26^th May, 2023, 11^th August, 2023, 10^th November, 2023, 28^th December,2023 and 09^th 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 31^st 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 23^rd 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 22^nd 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 27^th February 2024.

RETIREMENT BY ROTATION AND RE-APPOINTMENT

Pursuant to Section 152(6)(c) of Companies Act, 2013, during the financial year, Ms. Shobhana Ramachandran, Non-Executive Non Independent Director of the Company, being liable to retire by rotation, retired by rotation at the 49^th Annual General Meeting of the Company held on 28^th July, 2023 and being eligible, was re-appointed.

Further, Pursuant to Section 152(6)(c) of Companies Act, 2013, Ms. Shripriya Mahesh Ramanan, NonExecutive 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 50^th Annual General Meeting for approval of shareholders of the Company.

ii. CHANGE IN KEY MANAGERIAL PERSONNEL

During the financial year ended 31^st March, 2024 there were no changes in Key Managerial personnel in the Company.

AUDIT COMMITTEE

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

MANAGEMENT DISCUSSION & ANALYSIS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 31^st 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 31^st 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

htlps://www.tvsbrakelinings.com/images/assets/pdl?SEBI/Disclosures%20under%20regulation%2030%20(8)%20of%20SEBI%20LODR/2023-24/Drali%20Annual%20Return%2031.03.2024.pdf

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 28^th 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 4^th August, 2017. They have been carrying out their Audit as per the Plan submitted to and approved by Audit Committee.

COST AUDIT

QUALIFICATIONS IN AUDIT REPORTS

There are no qualifications in Statutory Auditors'' Report and in Secretarial Auditors'' Report.

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 ENERGYa) Energy conservation measures taken during 2023-24:

â¢ Resizing air compressors to reduce power consumption.

â¢ Initiative taken to reducing the sizes of the Dust control unit thereby reducing the power consumption.

â¢ Improving heat insulation in Curing presses across all the plants.

â¢ Redesign of layout, regrouping and resizing machines to reduce the power & manpower requirements is continuing.

â¢ 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

â¢ Benchmarked and developed Drum Brake Linings for Medium & Heavy Commercial Vehicle applications for Domestic Aftermarket.

â¢ Developed Drum Brake Linings for Heavy Duty Defence Vehicle OEM applications

â¢ Developed two-wheeler disc pads for Domestic Aftermarket

â¢ Developed disc pads for All-wheel-disc brake LCV bus OEM application

â¢ Developed disc pads for EV bus (noise sensitive) OEM applications

â¢ Developed copper-free (N-level) disc pads for Heavy Commercial Vehicle Export application to meet upcoming Regulatory requirements

â¢ Developed rubber-based CV linings for special export applications

â¢ Developed high-copper woven clutch facings for Domestic aftermarket premium applications

â¢ Developed body parts in carbon fibre composite materials for export market two wheeler applications.

â¢ Developed high strength and high wear resistant parts in FRP composite materials for industrial application.

â¢ Developed FRP body parts for Domestic HCV application

â¢ Developed structural parts in carbon Fiber composite material for domestic market Two wheeler application.

(2) Benefits derived as a result of the above

â¢ Continued recognition of in-house R&D by Department of Scientific and Industrial Research (DSIR), Government of India

â¢ Obtained approval and commercialized drum brake linings, disc pads and clutch facings for various OEM and Aftermarket applications

(3) Future Plan of action

â¢ Development of Disc pads and Drum brake linings for various passenger and commercial vehicle applications in Domestic OEM, Aftermarket & Export Markets

â¢ Development of Woven Clutch Facings for commercial vehicle applications in Domestic OEM & Export Markets

â¢ Development of specialized resins with improved thermal stability for various product applications

â¢ Reduction in Raw material costs through yield improvement, process optimization, and development of alternative sources & materials.

â¢ Improvement in process technology, in order to augment production capacity with minimum capital outlay.

(4) Expenditure on R&D

('' in Lakhs)
S. No	Particulars	Financial Year 2023-24
a	Capital	-
b	Revenue	619.93
c	Total	619.93
d	Total R & D expenses as % of total turnover	1.74%

C. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1. Efforts in brief, made towards technology absorption, adaptation and innovation

â¢ 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.

â¢ Process Cycle-time optimisation through detailed study of curing process

â¢ Product and Process improvement by benchmarking the product against fellow global leaders

â¢ Development of recycling process for waste re-use.

2. Benefits derived as a result of the above efforts

â¢ Development of superior and competitive products for Export and Domestic markets

â¢ Quality upgradation and optimal use of resources leading to savings

â¢ Reduction in pollution, improving sustainability of environment

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

('' in Lakhs)
S. No.	Particulars	Financial Year
		2023-24	2022-23
A	Foreign Exchange earned	12,867.35	11,442.72
B	Foreign Exchange used	3,985.26	7,303.59
C	Net Foreign Exchange earned (A-B)	8,882.09	4,139.13

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RISK MANAGEMENT AND POLICY

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)

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 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/Policv%20on%20Related%20Partv%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

â¢ Company Performance;

â¢ Risk management;

â¢ Corporate Ethics;

â¢ Performance of the Individual Directors; and

â¢ Performance of the Committees, viz., Audit Committee, Nomination and Remuneration Committee (NRC) and Corporate Social Responsibility Committee & Stakeholders'' Relationship Committee (SRC).

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

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 31^st 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.

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

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

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.

Mar 31, 2017

DIRECTORS'' REPORT TO THE SHAREHOLDERS

The Directors have pleasure in presenting the Forty Third Annual Report of the Company together with Audited Financial Statements for the year ended 31^st March 2017.

FINANCIAL HIGHLIGHTS

The Ministry of Corporate Affairs (MCA) vide Notification dated 16^th February 2015, notified the Companies (Indian Accounting Standards) Rules 2015, (hereinafter referred as Ind AS). As a standalone entity Ind AS would be applicable to the Company only w.e.f 1^st April 2017. However, Your Company being an associate of T.V.Sundram Iyengar & Sons Private Limited, who have adopted Ind AS with effect from 1^st April 2016, Your Company was required to present Ind AS compliant reporting with effect from 1^st April 2016. Hence Your Company has adopted Ind AS from Financial Year 2016-17 & Annual Financial Statements for 2016-17 are presented in accordance with Ind AS.

SUMMARY OF FINANCIAL RESULTS: (Rs. in lakhs)

Details	Year ended	Year ended
Details	31.03.2017	31.03.2016
Revenue from Operations	24,652.34	24,626.83
Profit before interest, depreciation and tax	937.00	875.16
Less : Interest	252.59	290.12
Profit before depreciation and tax	684.41	585.04
Less : Depreciation	541.25	554.39
Profit before tax and exceptional items	143.16	30.65
Add : Exceptional item	-	-
Profit before tax	143.16	30.65
Less : Provision for Taxation
Current Tax	-	-
Prior Period Tax	-	-
Deferred Tax Liability / (Asset) (net)	(32.67)	71.6
Profit after tax	175.83	(40.95)
Add : Surplus / (Deficit) brought forward	1.40	22.35
General Reserve	-	20.00
Surplus Carried over	177.23	1.40

DIVIDEND

Though there is an improvement in the performance of the Company in the year under review, given the uncertain domestic and global macro-economic climate, the Board of Directors would like to ensure stability and improvement in the earnings before payment of dividend is resumed.

OPERATIONS & EXPORTS

The gross sales for the year 2016-17 were at Rs.242.43 crores as against Rs.242.81 crores in the previous year. Net Foreign Exchange earned by your company in the year under review was Rs 76.06 crores as against Rs.82.22 crores in 2015-16.

Your Company continued the efforts for cost reduction and the steps taken for reduction in Power & Fuel continue to give benefits.

Your Company recognizes that the path to sustained profitability must come from both increased sales and reduction in costs and those will be the key focus in the year ahead.

As a part of strategy to match the Employees'' cost to production value, Voluntary Retirement Scheme (VRS) was implemented in August 2016 and there was an outgo of Rs.154 lacs as VRS compensation. This will be compensated by reduction in costs in the years to come.

On the export front, there is considerable uncertainty about the impact of potentially protectionist trade policies in our key US market. The domestic market faces uncertainty from the fate of the upcoming monsoon as well as a significantly changed tax policy. While we must welcome the potential establishment of a single Indian market a mere seventy years after independence, the multiple tax bands and potential for abuse thereof is regrettable. We expect the long term impact of reduced administrative burden of outdated excise and octroi duties and taxes to be positive but are concerned about the short term impact on aftermarket sales.

Your Company continues to enjoy the status of Star Export House in accordance with the provisions of the Foreign Trade Policy 2009 - 2014, with a Certificate of Recognition issued by the Office of the Zonal Joint Director General of Foreign Trade, Chennai, which is valid up to 31st March 2018.

Your Company continues to take steps for adding new customers and new products both in Domestic and Export markets.

RESEARCH AND DEVELOPMENT

Your Company''s R&D facility located in Padi has been enjoying recognition 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 is valid up to 31^st March 2018.

During the year under review, thrust was given for development of new products, viz., Commercial Vehicle Linings & Clutch Facings both for new and existing customers.

Efforts for achieving reduction in energy costs were continued in the year under review.

The total expenditure for R&D incurred in 2016-17 was Rs.7.69 crores as against Rs.5.94 crores in the previous year.

OUTLOOK FOR 2017-18

With expectation of normal monsoon and implementation of GST, it is expected that economy may pick up momentum of growth and your company hopes to reap the benefits of growth in automobile sector.

While the results of any protectionist tariff in our key markets, the potential for delays or disruptions from the introduction for GST are causes for concern, the efficient and effective execution of your company''s plans to lower costs and increase sales will play a large role in the results for the coming year.

PUBLIC DEPOSITS

Your Company does not hold any deposit from the public.

BOARD MEETINGS

The Board of Directors of the Company met Five times during the financial year.

Audit Committee and Stakeholders'' Relationship Committee of the Board of Directors met five times and four times respectively during the year.

DIRECTORS

Mr. K Mahesh, Director of the Company who retires by rotation and being eligible for re-appointment offers himself for re-appointment as Director of the Company subject to the approval by the Shareholders of the Company by an Ordinary Resolution.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from all Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6) of the Act. The format of the Disclosure is given as Annexure I.

VIGIL MECHANISM

The Company 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 has been denied access to the Audit Committee. The policy of Vigil mechanism is available on the Company''s website www.tvsbrakelinings.com. No complaint has been received from any employee since inception of the vigil mechanism.

MATERIAL CHANGES & COMMITTMENTS

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year (FY 2016-17) of the company to which the financial statements relate and date of the report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies Act 2013, Your Directors confirm :

1. that in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) have been followed;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. that they had prepared the annual accounts on a going concern basis;

5. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. 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.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES / JV AND INFORMATION ABOUT SUBSIDIARY / JV / ASSOCIATE COMPANY

There is no Subsidiary or Associate Company or JV and hence these are not applicable.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return in Form No. MGT 9 as a part of this Annual Report is given in Annexure II.

STATUTORY AUDITORS

M/s.Sundaram & Srinivasan, Chartered Accountants, who were appointed as Statutory Auditors for a transitional period of 3 years till the conclusion of the 43^rd AGM, will retire at the conclusion of the AGM scheduled on 4^th August 2017, in line with the provisions of the Companies Act, 2013 for retirement of auditors by rotation.

In view of this, the Board of Directors have recommended the appointment of M/s. Brahmayya & Co., Chartered Accountants, Chennai having registration number 000511S as Statutory Auditors of the Company for a period of 5 years, (subject to ratification at the AGM every year till the conclusion of the 48^th AGM) for shareholders'' approval at the 43rd AGM.

The Company has received consent from M/s. Brahmayya & Co., Chartered Accountants, Chennai to serve as Statutory Auditors of the company, if they are so appointed.

They have also furnished necessary certificate under Section 139 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 conveying their eligibility for appointment of statutory auditors of the Company.

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

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. V Suresh, Practicing Company Secretary to undertake the Secretarial Audit. The Secretarial Audit Report for the Financial Year 2016-17 is annexed to this report as an Annexure III.

QUALIFICATIONS IN AUDIT REPORTS

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

(a) by the Statutory auditor in his report; and

(b) by the Company Secretary in practice in his Secretarial audit Report.

Not applicable as there are no qualifications in Statutory Auditors'' Report and in Secretarial Auditors'' report. 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 31^st December 2014 issued by the Ministry of Corporate Affairs, Govt. of India.

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

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken during 2016-17:

- Appropriate tailoring of motor power to reduce the Electrical energy consumption.

- Optimization of the heating and insulation methods of the individual cavities to reduce cost of energy per piece.

- Study initiated to refine press cycle times to reduce the energy required per cycle

(b) Impact of the above measures:

- The measures taken above have helped in reducing electrical energy and Fuel cost and would continue to help in reducing the energy cost in the months to come.

B. TECHNOLOGY ABSORPTION

Research & Development (R & D)

(1) Specific areas in which R&D carried out by the Company

(a) Developed and obtained OEM approval for Drum Brake Linings for Heavy Truck and Bus applications.

(b) Developed and obtained OEM approval for Drum Brake Lining for Light commercial vehicle applications.

(d) Developed & improved an affordable vehicle data acquisition system - DEFCON (Driver''s Experience of Friction Conditions) and collected actual field duty cycle data for understanding and improving our new and existing product performance.

(2) Benefits derived as a result of the above

(a) Continued recognition of in-house R&D by Department of Scientific and Industrial Research, Government of India (valid up to 31.03.2018).

(b) Reduction in Raw material costs through up gradation in quality and yield improvement.

(c) Resolved noise and poor braking complaints reported by customers on competitor linings which helped the company to get new business.

(3) Future plan of action

(a) Development of Disc Pads and Drum Brake Linings for various new vehicle application for Domestic OEM & Export Market.

(4) Expenditure on R&D (Rs. in lakhs)

Sl. No.	Particulars	Financial Year
Sl. No.	Particulars	2016-17	2015-16
a	Capital	10.99	26.00
b	Recurring	757.58	567.91
c	Total	768.57	593.92
d	Total R & D expenses as % of total turnover	3.4	2.6

C. Technology absorption, adaptation and innovation

1. Efforts in brief, made towards technology absorption, adaptation and innovation

(a) SBL developed Embedded Granular Material Matrix Technology for meeting end user NVH (Noise, Vibration & Harshness) requirements without compromising performance and life.

(b) Process optimization for Quality Improvement.

2. Benefits derived as a result of the above efforts

(a) Development of superior and competitive products for export and domestic markets.

(b) Quality up-gradation and optimal use of resources leading to substantial savings.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. in lakhs)

Sl.	Particulars	Financial Year
No.	Particulars	2016-17	2015-16
a	Foreign Exchange earned	10,531.38	1 1,226.16
b	Foreign Exchange used	2,925.83	3,004.35
c	Net Foreign Exchange earned (a-b)	7,605.55	8,221.81

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year 2016-17, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

INTERNAL FINANCIAL CONTROLS

The Board and the Audit Committee have been reviewing the Internal Financial controls and strengthening the same. Further, Audit Committee periodically reviews the Internal Audit Reports and suggestions and corrective actions are implemented.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has not given any loan (Secured or Unsecured) and had not given any guarantee or provided any security to any person.

RISK MANAGEMENT

The Risk Management policy adopted by the Board formalizes the Company''s approach to overview and manage material business risks.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

CSR is not applicable to the Company as the average net profits of the Company for the preceding three years is NIL as the Company has incurred losses in the past years.

REASON FOR NOT SPENDING FOR CSR

CSR is not applicable to the Company as the average net profits of the Company for the preceding three years is NIL as the Company has incurred losses in the past years.

ANNUAL REPORT ON CSR

Annual Report on CSR in the prescribed format has been enclosed as Annexure IV.

RELATED PARTY TRANSACTIONS

All the related party transactions entered by the Company are normal business transactions entered in the ordinary course of business and are on arm''s length basis. The company has been following a policy of getting omnibus approval for the Related Party Transactions (RPTs) from the Audit Committee.

The actual RPTs entered were approved by the Audit Committee and by the Board at the quarterly meetings during the Financial Year 2016-17. The policy on Related Party Transactions, as approved by the Board is uploaded on the Company''s website.

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in form AOC-2 are furnished as Annexure V.

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

(a) Company Performance;

(b) Risk management;

(d) Performance of the Individual Directors; and

(e) Performance of the Committees, viz., Audit Committee, Nomination and Remuneration Committee (NRC) and Stakeholders'' Relationship Committee (SRC).

The Board upon evaluation considered that the board is well balanced in terms of diversity of experience covering all the activities of the Company.

The Board, after discussion and review, noted with satisfaction of its own performance and that of its committees and individual Directors.

RATIO OF REMUNERATION OF DIRECTOR

As per Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the details of Ratio of Remuneration to each Director to the median employee''s remuneration is furnished as Annexure VI.

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration of not less than Rs.1.02 crores during the year or Rs.8.50 lakhs per month during any part of the said year as per Section 197 of the Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to National Stock Exchange, where the company''s shares are listed.

CORPORATE GOVERNANCE

ACKNOWLEDGEMENT

Your Directors wish to thank State Bank of India and Export-Import Bank of India for their continued support and assistance.

Your Directors also wish to thank all the Customers, the Wholesalers both in India and worldwide for their continued support.

Yours Directors wish to place on record their sincere appreciation for the good work of all the employees.

For and on behalf of the Board

Place: Chennai K MAHESH KRISHNA MAHESH

Date : May 29, 2017 Chairman Managing Director

Mar 31, 2016

The Directors have pleasure in presenting the Forty Second Annual Report of the Company together with audited accounts for the year ended 31^st March 2016.

FINANCIAL RESULTS (Rs. in lakhs)

	Year ended 31.03.2016	Year ended 31.03.2015
Revenue from Operations	22,752.01	23,650.77
Profit before interest, depreciation and tax	874.81	163.85
Less : Interest	290.12	368.04
Profit before depreciation and tax	584.69	(204.19)
Less : Depreciation	554.39	688.77
Profit before tax and exceptional items	30.30	(892.96)
Add : Exceptional item	-	-
Profit before tax Less : Provision for Taxation	30.30	(892.96)
- Current Tax	-	(0.09)
- Prior Period Tax	-	(644.44)
- Deferred Tax (Liability) / Asset (net)	(3.50)	82.75
Profit after tax	26.80	(1454.74)
Add : Surplus / (Deficit) brought forward	22.35	2.09
Transfer (to) General Reserve I	-	(1475.00)
Transfer from General Reserve II	-	1475.00
Surplus Carried over	49.15	22.35

DIVIDEND

In view of small profit for the Financial year 2015-16, Your Directors are constrained to skip Dividend for the year. Your Directors assure you that various steps are being taken for improving the performance of the Company.

FLOODS IN CHENNAI

As members may be aware, there were unprecedented rainfall and floods in the 3^rd week of November 2015 and 1^st week of December 2015 in Chennai. The manufacturing facility in Padi, Chennai was affected due to the floods and with the timely response and restoration measures taken, the loss of production was minimized totally to 9 days. Insurance claims for damages to Machinery, Buildings and Inventory have been made and are in the process of being settled.

OPERATIONS

The net sales for the year 2015-16 were at Rs 227.52 crores as against Rs.236.51 crores in the previous year. Your Company had to face the following challenges in 2015-16 :

1. Sales to OE customers remained subdued with marginal decline of about 4% over previous year.

2. Additional burden on account of wage hike for workmen due to long term wage settlements for workmen in Padi, TSK Plant 1 & Plant 2.

However there was relief in the expenditure on fuel on account of continuous decline in price of furnace oil due to fall in crude prices. Steps taken to reduce consumption of power and fuel for operations also continue to yield favourable results.

EXPORTS

Your company continued its thrust in the export market segment and its focus for meeting the expectations of overseas customers in terms of timely delivery and quality.

Net Foreign Exchange earned by your company in the year under review was Rs. 82.22 crores as against Rs.77.68 crores in 2014-15.

Your Company continues to take steps for adding new customers and new products in export market.

RESEARCH & DEVELOPMENT

Your Company continues to give thrust for development of new products, viz., Commercial Vehicle Linings, Passenger Vehicle Linings & Clutch Facings both for new and existing customers.

Your company continues its efforts for implementing various initiatives for reduction in energy costs which constitute a major portion next to Raw Material costs & Employees'' costs.

The total expenditure for R&D incurred in 2015-16 was Rs.5.94 crores as against Rs.6.31 crores in the previous year. OUTLOOK FOR 2016-17

The Indian Economy is predicted to grow by 7.5% to 8% in 2016-17. While the IMD has predicted a good monsoon, its delayed arrival is a matter of concern. If the economy grows as predicted & the monsoon is good, the automotive sector should prosper and the company may be expected to do well.

PUBLIC DEPOSITS

Your Company does not hold any deposit from the public.

BOARD MEETINGS

The Board of Directors of the Company met four times during this financial year.

Audit Committee and Stakeholders'' Relationship Committee of the Board of Directors met four times during the year.

Nomination and Remuneration Committee of the Board of Directors met two times during the year and Independent Directors had their meeting one time during the year.

DIRECTORS

Mr. K Ramesh, Director of the Company who retires by rotation and being eligible for re-appointment offers himself for re-appointment as Director of the Company subject to the approval by the Shareholders of the Company by an Ordinary Resolution.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

VIGIL MECHANISM

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 has been denied access to the Audit Committee. The policy of Vigil mechanism is available on the Company''s website www.tvsbrakelinings.com.

MATERIAL CHANGES & COMMITTMENTS

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year (FY 2015-16) of the Company to which the financial statements relate and date of the report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies Act 2013, your Directors confirm :

1. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

4. that they had prepared the annual accounts on a going concern basis;

5. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. 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.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES / JV AND INFORMATION ABOUT SUBSIDIARY / JV / ASSOCIATE COMPANY

There is no Subsidiary or Associate Company or JV and hence these are not applicable.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act 201 3 and Rule 12 of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return in Form No. MGT 9 as a part of this Annual Report is given in Annexure II.

STATUTORY AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai were appointed as Statutory Auditors for a transitional period of 3 years in the Annual General Meeting held on 1^st August 2014 subject to the approval and ratification by the shareholders at each annual general meeting during the transitional period. The Company has obtained certificate under Section 141 of the Companies Act 2013 conveying their eligibility for re-appointment. The Audit Committee and the Board reviewed their eligibility and recommended the ratification of the Re-appointment for Third year from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting as Auditors of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. V Suresh, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2015-16 is annexed to this report as Annexure III.

QUALIFICATIONS IN AUDIT REPORTS

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

(a) by the Statutory auditor in his report; and

(b) by the Company Secretary in practice in his Secretarial audit report.

Not applicable as there are no qualifications in Statutory Auditors'' Report and in Secretarial Auditors'' report. COST AUDIT

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

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken during 2015-16:

- Steps taken for reduction of Electrical energy consumption for various operations by reducing the running time of motors in specific areas of operations.

- Appropriate reduction of motor horse power was done after required study, which has helped in reducing the Electrical energy consumption and power cost.

(b) Additional proposals implemented for reduction of Consumption of energy:

- Replacement of the Sodium Vapor Lamps (SVL) outside the factory with Compact Fluorescent Lamps (CFL), wherever required, was carried out during the year.

- Steps taken in reducing heat loss in operations by reducing the travel length of pipes carrying hot oil, thereby reducing the fuel consumption.

The measures taken above have helped in reducing electrical energy and Fuel cost and would continue to help in reducing the energy cost in the months to come.

B. TECHNOLOGY ABSORPTION

Research & Development (R & D)

(1) Specific areas in which R&D carried out by the Company

(a) Developed and obtained OEM approval for Drum Brake Lining for Heavy Commercial vehicle application.

(b) Developed and obtained OEM approval for Drum Brake Lining for Passenger vehicle application.

(2) Benefits derived as a result of the above

(a) Continued recognition of in-house R&D by Department of Scientific and Industrial Research, Government of India valid up to 31.03.2018

(b) Reduction in Raw material costs through up-gradation in quality and yield improvement.

(3) Future plan of action

(a) Development of Disc pads and Drum brake linings for various new vehicle application for Domestic OEM & Export Market.

(b) Development of Driver Experience of Friction Conditions (DEFCON) project - Android based software for smart phone (Vehicle data acquisition system) development and collecting field data for understanding and improving our new and existing products.

(4) Expenditure on R&D

(Rs. in lakhs)

Sl. No.	Particulars	Financial Year
Sl. No.	Particulars	2015-16	2014-15
a	Capital	26.00	14.63
b	Recurring	567.91	616.82
c	Total	593.92	631.45
d	Total R & D expenses as % of total turnover	2.6 %	2.7%

C. Technology absorption, adaptation and innovation

1. Efforts in brief, made towards technology absorption, adaptation and innovation

a) Exposure to advance methodology for problem solving in product and process development.

b) Process optimization for Quality Improvement.

c) Product and Process improvement by reverse engineering the product.

2. Benefits derived as a result of the above efforts

a) Development of products for export and domestic markets

b) Quality up-gradation and optimal use of raw material leading to substantial savings.

c) The R&D efforts have resulted in development of better products, more new products and quality improvement of existing products for domestic and export markets.

D. FOREIGN EXCHANGE EARNINGS AND OUTFLOW (Rs. in lakhs)

Sl. No.	Particulars	Financial Year
Sl. No.	Particulars	2015-16	2014-15
a	Foreign Exchange earned	11,226.16	10,791.95
b	Foreign Exchange used	3,004.35	3,024.23
c	Net Foreign Exchange earned (a-b)	8,221.81	7,767.72

DEPOSITS

Not applicable as the company has not accepted any deposits.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year 2015-16, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

INTERNAL FINANCIAL CONTROLS

The Board and the Audit Committee have been reviewing the Internal Financial controls and strengthening the same. Further Audit Committee periodically reviews the Internal Audit Reports and suggestions and corrective actions are implemented.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has not given any loan (Secured or Unsecured) and had not given any guarantee or provided any security to any person.

RISK MANAGEMENT

The Risk Management policy adopted by the Board formalizes the Company''s approach to overview and manage material business risks.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

CSR is not applicable to the Company as the average net profits of the Company for the preceding three years is NIL as the Company has incurred losses.

REASON FOR NOT SPENDING FOR CSR

As the average net profits of the Company for the preceding three years is NIL and there have been losses, the Company has not spent on CSR during the FY 2015-16.

ANNUAL REPORT ON CSR

Annual Report on CSR in the prescribed format has been enclosed as Annexure IV.

RELATED PARTY TRANSACTIONS

All the related party transactions entered by the Company are normal business transactions entered in the ordinary course of business and are on arm''s length basis. The Company has been following a policy of getting omnibus approval for the Related Party Transactions (RPTs) from the Audit Committee.

The actual RPTs entered were approved by the Audit Committee and by the Board at the quarterly meetings during the Financial Year 2015-16. The policy on Related Party Transactions, as approved by the Board is uploaded on the Company''s website.

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in form AOC-2 are furnished as Annexure V.

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

(a) Company Performance;

(b) Risk management;

(d) Performance of the Individual Directors; and

(e) Performance of the Committees, viz., Audit Committee, Nomination and Remuneration Committee (NRC) and Stakeholders'' Relationship Committee (SRC)

The Board upon evaluation considered that the board is well balanced in terms of diversity of experience covering all the activities of the Company.

The Board, after discussion and review, noted with satisfaction of its own performance and that of its committees and individual Directors.

RATIO OF REMUNERATION OF DIRECTOR

As per Section 197 (12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the details of Ratio of Remuneration to each Director to the median employee''s remuneration is furnished as Annexure VI.

PARTICULARS OF EMPLOYEES

The information on employee who was in receipt of remuneration of not less than Rs.60 lakhs during the year or Rs.5 lakhs per month during any part of the said year as required under Section 197 of the Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in the Annexure VII.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to National Stock Exchange, where the company''s shares are listed.

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. A report on Corporate Governance is included as a part of this annual report as Annexure VIII.

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 is forming part of this Annual report.

The Managing Director and the Chief Financial officer of the Company have certified to the Board, that the financial statements and other matters are 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 31^st March 2016.

ACKNOWLEDGEMENT

Your Directors wish to thank State Bank of India and Export-Import Bank of India for their continued support and assistance.

Your Directors also wish to thank all the Customers, the Wholesalers both in India and worldwide for their continued support.

Yours Directors wish to place on record their sincere appreciation for the good work of all the employees.

For and on behalf of the Board

Place: Chennai K MAHESH KRISHNA MAHESH

Date : May 24, 2016 Chairman Managing Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fortieth Annual Report of the Company together with the audited accounts for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31.03.2014 31.03.2013

Revenue from Operations 24,661.64 23,166.84

Profit before interest, depreciation and tax 775.97 668.89

Less: Interest 292.66 299.81

Profit before depreciation and tax 483.31 369.08

Less: Depreciation 810.92 779.77

Profit before tax & exceptional items (327.61) (410.69)

Add: Exceptional item - Write-back of excess depreciation charged in earlier years reversed 339.71 --

Profit before tax 12.10 (410.69)

Less: Provision for taxation

- Current Tax (0.05) (0.25)

- Prior Period Tax (409.29) (45.86)

- Deferred Tax (Liability) / Asset (net) (124.40) 16.00

Profit after tax (521.64) (440.80)

Add: Surplus / (Deficit) brought forward 123.73 564.53

Transfer from General Reserve - II 400.00 Â

Surplus carried over 2.09 123.73

In view of the operating loss incurred by the Company for the financial year 2013-14, Your Directors are constrained to skip Dividend for the year. Your Directors assure you that various steps are being taken for improving the performance of the Company.

OPERATIONS

As could be seen from the attached accounts, the net sales for the year were at Rs.246.62 crores as against Rs. 231.67 crores in the previous year.

Main Challenges faced in the year under review:

1. Continued sluggish demand in Domestic OE Market in Heavy, Medium Duty & Light Duty Commercial Vehicles.

2. Continued non-availability of Power during peak hours (6p.m to 10 p.m) forcing use of expensive third party power & running of diesel generators pushing the cost of power for operations impacting bottom line.

EXPORTS

Your company continued its thrust in the export market segment.

Your company continued its focus for meeting the expectations of overseas customers in terms of timely delivery & quality.

Net Foreign Exchange earned by Your Company in the year under review was Rs.82.10 crores as against Rs.59.23 crores in 2012-13.

Your Company continues to take steps for adding new customers in export market which will help mitigate the risk factors by eliminating reliance on a few customers.

RESEARCH & DEVELOPMENT

Your Company''s R&D Facility located in Padi enjoys the status of Recognised R&D unit by the Department of

Scientific & Industrial Research, Ministry of Science & Technology, Government of India, New Delhi.

Your Company continues to give thrust for development of new products viz Commercial Vehicle Linings/ Passenger Vehicle Linings & Pads & Clutch Facings both for new and existing customers .

Your company continues its efforts for implementing various initiatives for reduction in energy costs which constitute a significant portion next to Raw Material costs.

The total expenditure for R&D incurred in 2013-14 was Rs.7.89 crores as against Rs.5.38 crores in the previous year.

OUTLOOK FOR 2014-15

Due to continuation of sluggishness in Commercial Vehicles segment which is the main breadwinner for your company, the outlook for 2014-15 remains weak and with formation of stable Central government and expectations of new initiatives to turnaround the economy, we may witness the growth in the Auto Industry after about six months which may revive domestic demand.

PUBLIC DEPOSITS

Your Company does not hold any deposit from the Public.

DIRECTORS

Mr K Mahesh, Chairman & Managing Director submitted letter relinquishing his position for personal reasons, as Managing Director of the Company in the Board Meeting held on 26-05-2014. The Board with regret accepted his relinquishing the position as MD.

Mr K Mahesh, will continue in his capacity as Chairman of the Company and give his valuable guidance and advice to the company.

The Board wishes to place on record its deepest appreciation of dedicated efforts and leadership of Mr K Mahesh and immense contribution made by him as Managing Director since inception in building SBL from scratch to the current stature.

Mr Krishna Mahesh, Joint Managing Director has been designated by the Board as Managing Director of the Company effective 27-05-2014.

Mr T Kannan, Mr P S Raman, Mr Ashok V Chowgule, Mr K S Ranganathan and Mr K S D Sambasivam , Independent Directors on the Board of the Company who hold office up to this Annual General Meeting are proposed to be appointed as Independent Directors on the Board pursuant to Section 149(10) of the Companies Act, 2013.

Mr K Ramesh, Director, retires by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

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

The details regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 217 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure I which forms part of this report.

PARTICULARS UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

The particulars required to be disclosed under Section 217 (2A) of the Companies Act, 1956 in respect of particulars of employees drawing annual / monthly remuneration of Rs.60 lakhs / Rs.5 lakhs respectively are furnished in Annexure II of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA)of the Companies Act, 1956, your Directors confirm:

(a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) that the appended annual accounts for the year ended 31st March 2014 are on a going concern basis.

CORPORATE SOCIAL RESPONSIBILTY COMMITTEE

As required under Section 135 of the Companies Act, 2013, the Board of Directors in its meeting held on 26-05-2014, has constituted Corporate Social Responsibility Committee consisting of Mr Ashok V Chowgule as Chairperson, Mr T Kannan and Mr K Mahesh as members.

The CSR Committee will evolve the CSR Policy of the Company and the same will be deliberated and approved by the Board in due course.

NOMINATION & REMUNERATION COMMITTEE

As required under Section 178 of the Companies Act, 2013, the Board of Directors in its meeting held on 26-05-2014 has constituted Nomination & Remuneration Committee consisting of Mr K S Ranganathan as Chairperson, Mr Ashok V Chowgule and Mr K S D Sambasivam as members.

The Nomination & Remuneration Committee will discharge its functions as per the requirements specified under the Section 178 of the Companies Act & amended Clause 49 of the Listing Agreement.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Board of Directors in its meeting held on 26-05-2014 has constituted a Stakeholders'' Relationship Committee consisting of Mr K S D Sambasivam as Chairperson, Mr K S Ranganathan and Mr Krishna Mahesh as members.

STATUTORY AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the Fortieth Annual General Meeting and are eligible for reappointment for a further transitional period of 3 years in accordance with Section 139(2) of the Companies Act, 2013.

M/s Sundaram & Srinivasan, Chartered Accountants hold valid peer review certificate issued by Peer Review Board of the Institute of Chartered Accountants of India, which is a mandatory requirement under Clause 41(1)(h) of the Listing Agreement with Stock Exchanges.

COST AUDITORS

The Cost Audit is applicable to certain product groups being manufactured by the Company. The Board of Directors in the meeting held on 26.05.2014 has reappointed M/S Raman & Associates as Cost Auditors for the Financial Year 2014-15.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013, the Board of Directors has in its meeting held on 26-05-2014 appointed Mr V Suresh, Practising Company Secretary holding certificate of practice number 6032 issued by Institute of Company Secretaries of India as Secretarial Auditor for the Financial year 2014-15.

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by Mr V Suresh, Practicing Company Secretary at specified periodicity and the reports are being submitted to stock exchanges.

CORPORATE GOVERNANCE

As a listed company, in accordance with the provisions contained in the Listing Agreement with Stock Exchanges, your company has continued compliance with Corporate Governance norms. A report on Corporate Governance along with a certificate of compliance from the Auditors in Annexure III forms part of this Report.

HUMAN RESOURCE DEVELOPMENT

The Industrial Relations in all the five plants of the Company continued to be cordial. As a part of HR initiatives,

Employees Training and Development are being given the necessary focus.

GENERAL

Your Directors wish to thank M/s State Bank of India, Export-Import Bank of India & HDFC Bank for their

continued support and assistance.

Your Directors also 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.

(On behalf of the Board)

Madurai K MAHESH

May 26, 2014 Chairman and Managing Director

Mar 31, 2013

The Directors have pleasure in presenting the Thirty Ninth Annual Report of the Company together with the st audited accounts for the year ended 31 March 2013.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31.03.2013 31.03.2012

Revenue from Operations 23,218.22 25,570.82

Profit before interest, depreciation and tax 668.89 2,264.44

Less: Interest 299.81 386.39

Profit before depreciation and tax 369.08 1,878.05

Less: Depreciation 779.77 762.50

Profit before tax & extraordinary items (410.69) 1,115.55

Add: Extraordinary income - Compensation received for short supply of power (168.77)

Less: Extraordinary item - Amount paid to a bank 1,400.00

Profit before tax (410.69) (115.68)

Less: Provision for taxation

- Current Tax (0.25) (0.25)

- Prior Period Tax (45.86)

- Deferred Tax Asset (net) 16.00 172.39

Profit after tax (440.80) 56.46

Add: Surplus/(Deficit) brought forward 564.53 650.91

Total available for appropriation 123.73 707.37

APPROPRIATIONS

General Reserve - I 5.65

General Reserve - II

Dividend for the year 118.04

Tax on Dividend 19.15

Surplus carried over 123.73 564.53

Total 123.73 707.37

In view of the operating loss incurred by the Company for the financial year 2012-13, Your Directors are constrained to skip Dividend for the year. Your Directors assure you that various steps are being taken for improving the performance of the Company.

OPERATIONS

As could be seen from the attached accounts, the net sales for the year were lower at Rs 232.52 crores as against Rs. 255.71 crores in the previous year.

Main Challenges faced in the year under review:

1. The domestic market witnessed the decrease in the sales due to significant declines in vehicle sales especially in Heavy and Medium Commercial Vehicles Segment. Consequently the domestic turnover in 2012-13 was Rs.142.97 crores as compared to Rs.169.88 crores in 2011-12. Significant economic difficulty in Europe limited export growth potential to these markets

2. The limited flexibility of existing plant and machinery means that the 16% fall in Domestic turnover due to OE slowdown had a disproportionate effect on margins due to under recovery of Fixed Overheads.

3. The increase in spend for Power & Fuel was significantly higher @ 15.9% in 2012-13 when compared to 12.4% in 2011-12. This continued increase was caused by escalating scheduled & unscheduled interruptions in power supply, increase in power tariff, and increased diesel prices.

EXPORTS

Your company continued its thrust in the export market segment.

Performance in Export front was encouraging with the export sales at Rs.87.42 crores in 2012-13 as against 83.66 crores in the previous year. During the year , commercial supplies of Commercial Vehicles linings was commenced to a reputed customer based in USA. The sales on account of this customer is expected to grow in the years to come.

Net Foreign Exchange earned by Your Company in the year under review was Rs.59.23 crores as against Rs.55.39 crores in 2011-12.

Your Company continues to take steps for adding new customers in export market which will help mitigate the risk factors by eliminating reliance on a few customers.

RESEARCH & DEVELOPMENT

Your Company''s R&D centre located in Padi enjoys the status of Recognised R&D unit by the Department of Scientific & Industrial Research , Ministry of Science & Technology ,Government of India , New Delhi.

As a part of the strategy for growth in the years to come, Your Company continues to give thrust for development of new products viz Commercial Vehicle Linings/ Passenger Vehicle Linings & Pads & Clutch Facings.

Significant efforts have been made to increase both power & fuel efficiency and production flexibility and the fruits of these efforts should become apparent in the next two years

The total expenditure for R&D incurred in 2012-13 was significantly higher at Rs.5.38 crores as against Rs.3.50 crores in the previous year.

OUTLOOK FOR 2013-14

Your Directors are cautiously optimistic about the outlook for 2013-14. With inflation showing signs of cooling and expectation of interest rates softening , the Automobile sector especially, commercial vehicles segment may perform better which may in turn contribute for better performance of Your Company. The reopening of mines and the Governmental support for increased bus purchases are also expected to contribute to this performance.

PUBLIC DEPOSITS

Your Company does not hold any deposit from the Public.

DIRECTORS

th The Board of Directors of the Company, has at the meeting held on 6 February 2013, appointed Mr Krishna

th Mahesh as the Joint Managing Director of the Company with effect from 6 February 2013 for a term of three

th years. His appointment is subject to approval by shareholders at 39 Annual General Meeting of the Company.

Mr K Ramesh, Mr T Kannan, Mr K S D Sambasivam, Directors, retire by rotation at this Annual General Meeting and, being eligible, offer themselves for reappointment.

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

The details regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 217 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure I which forms part of this report.

PARTICULARS UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

None of the employees was in receipt of annual / monthly remuneration of Rs. 60 lakhs / Rs. 5 lakhs respectively, during the year and hence the particulars required to be disclosed under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, Your Directors confirm:

(a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

st

(d) that the appended annual accounts for the year ended 31 March 2013 are on a going concern basis.

STATUTORY AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the Thirty Ninth Annual General Meeting and are eligible for reappointment.

M/s Sundaram & Srinivasan, Chartered Accountants hold valid peer review certificate issued by Peer Review Board of the Institute of Chartered Accountants of India, which is a mandatory requirement under Clause 41(1)(h) of the Listing Agreement with Stock Exchanges.

COST AUDITORS

The Cost Audit is applicable to certain product groups being manufactured by the Company. M/s Raman & Associates, Cost Accountants were appointed as Cost Auditors for the Financial Year 2012-13. The Board of Directors in the meeting held on 29.05.2013 have reappointed M/s Raman & Associates as Cost Auditors for the Financial Year 2013-14.

SECRETARIAL AUDIT

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by a practicing company secretary at specified periodicity and the reports are being submitted to stock exchanges.

CORPORATE GOVERNANCE

As a listed company, in accordance with the provisions contained in the Listing Agreement with Stock Exchanges, your company has continued compliance with Corporate Governance norms. A report on Corporate Governance along with a certificate of compliance from the Auditors in Annexure II forms part of this Report.

HUMAN RESOURCE DEVELOPMENT

The Industrial Relations in all the five plants of the Company continued to be cordial. As a part of HR initiatives, Employees Training and Development are being given the necessary focus.

GENERAL

Your Directors wish to thank M/s State Bank of India, Export-Import Bank of India & HDFC Bank for their continued support and assistance.

Your Directors also 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.

(On behalf of the Board)

CHENNAI KRISHNA MAHESH

May 29, 2013 Joint Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the Thirty Eighth Annual Report of the Company together with the audited accounts for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31.03.2012 31.03.2011

Revenue from Operations 25,570.82 23,751.50

Profit before interest, depreciation and tax 2,264.44 2,431.27

Less: Interest 386.39 270.59

Profit before depreciation and tax 1,885.33 2,160.68

Less: Depreciation 762.50 632.57

Profit before tax & extraordinary items 1,115.55 1,528.11

Add: Extraordinary income - Compensation received under a settlement from a supplier (168.77) -

Less: Extraordinary item-Amount paid to a bank 1,400.00 700.00

Profit before tax (115.68) 828.11

Less: Provision for taxation

- Current Tax (0.25) (178.00)

- Deferred Tax Liability (net) - (20.00)

- Deferred Tax Asset (net) 172.39 -

Profit after tax 56.46 630.11

Add: Surplus/(Deficit) brought forward 650.91 666.72

Total available for appropriation 707.37 1,296.83

APPROPRIATIONS

General Reserve - I 5.65 63.01

General Reserve - II - 400.00

Dividend for the year 118.04 157.38

Tax on Dividend 19.15 25.53

Surplus carried over 564.54 650.91

Total 707.37 1,296.83

It may be noted that in view of the charge of the final amount of extraordinary expenditure to the Statement of Profit & Loss, the profit for the year is Rs. 56.46 lacs. However, Your Directors recommend a dividend of Rs. 3/- per share (30%) for the year 2011-12 out of the balance available in Surplus. Accordingly the dividend of Rs. 3/- per share for 39,34,575 equity shares of Rs.10 each fully paid up, (as compared to a dividend of Rs. 4/- per share for the previous year) will absorb a sum of Rs. 118.04 lacs excluding a dividend distribution tax of Rs. 19.15 lacs together with cess & surcharge thereon payable by the Company.

FINANCIAL STATEMENTS AS PER REVISED SCHEDULE VI

The Financial Statements and Accounts for 2011-12 have been prepared and presented as per the revised Schedule VI to the Companies Act, 1956 stipulated by Ministry of Corporate Affairs and the figures relating to the previous Financial Year 2010-11 have been restated to conform to the amended Schedule VI requirements.

OPERATIONS

As could be seen from the attached accounts, the net sales for the year were higher at Rs. 255.71 crores as against Rs. 237.52 crores in the previous year. The domestic market witnessed the increase in the sales due to better off-take in commercial vehicle sector. Consequently the domestic turnover in 2011-12 was Rs. 169.88 crores as compared to Rs. 154.47 crores in 2010-11. There was marginal increase in exports, to Rs. 83.66 crores in 2011-12 against Rs. 81.26 crores in 2010-11.

EXPORTS

Your company continued its thrust in the export market segment. Your Company could achieve a growth of 3% in export turnover as compared to the export turnover of the previous year. Your Company continues to take steps for adding new customers in export market which will help mitigate the risk factors by eliminating reliance on a few customers.

R&D RECOGNITION

Your Company's R&D Centre located in Padi, Chennai, continues to enjoy the status of Recognised R&D Unit by Department of Scientific & Industrial Research, Ministry of Science & Technology, Government of India, New Delhi and the recognition is valid till 31-03-2015.

EXTRA-ORDINARY EXPENDITURE

As reported in earlier publications and Annual Accounts, the Company had entered into the arrangements for settlement of disputes arising out of certain derivative transactions entered into on behalf of the Company with some banks. The settlements were subject to fulfilment of payment obligations arising on the Company for specified years which have now been fully met by the Company. With the discharge of all obligations in accordance with the settlement agreement, there is no further liability on this account. As per the practice followed in the past, the final amounts amounting to Rs.14 crores has been included in Extra-ordinary Expenditure .

With Your valuable support, Your Company has fully come out of the extraordinary crisis that had arisen in 2006-07 on account of Unauthorized derivative transactions and can now look forward to better times ahead.

PUBLIC DEPOSITS

Your Company does not hold any deposit from the Public.

DIRECTORS

Mr P S Raman, Mr Ashok V Chowgule and Mr K S Ranganathan, Directors, retire by rotation at this Annual General Meeting and, being eligible, offer themselves for reappointment.

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

The details regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 217 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure I which forms part of this report.

PARTICULARS UNDER SEC 217 ( 2A ) OF THE COMPANIES ACT, 1956

None of the employees was in receipt of annual / monthly remuneration of Rs. 60 lacs / Rs. 5 lacs respectively, during the year and hence the particulars required to be disclosed under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, Your Directors confirm:

(a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) that the appended annual accounts for the year ended 31st March 2012 are on a going concern basis.

STATUTORY AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the Thirty Eighth Annual General Meeting and are eligible for reappointment.

M/s Sundaram & Srinivasan, Chartered Accountants hold valid peer review certificate issued by Peer Review Board of the Institute of Chartered Accountants of India, which is a mandatory requirement under Clause 41(1)(h) of the Listing Agreement with Stock Exchanges.

COST AUDITORS

Pursuant to the notification dated 24-01-2012 of Cost Audit Branch of Ministry of Corporate Affairs , stipulating auditing of Cost Accounting Records by a Cost Accountant or a firm of Cost Accountants as mandatory from 1st April 2012, the Board of Directors in their meeting held on 23-05-2012, have appointed M/S Raman& Associates, Cost Accountants as Cost Auditors for the Financial Year 2012-13. The Cost Audit is applicable to certain product groups being manufactured by the Company.

SECRETARIAL AUDIT

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by a practicing company secretary at specified periodicity and the reports are being submitted to stock exchanges.

CORPORATE GOVERNANCE

As a listed company, in accordance with the provisions contained in the Listing Agreement with Stock Exchanges, Your Company has continued compliance with Corporate Governance norms. A report on Corporate Governance along with a certificate of compliance from the Auditors in Annexure II forms part of this Report.

HUMAN RESOURCE DEVELOPMENT

The Industrial Relations in all the five plants of the Company continued to be cordial. As a part of HR initiatives, Employees Training and Development are being given the necessary focus.

GENERAL

Your Directors wish to thank M/s State Bank of India, Export-Import Bank of India & HDFC Bank for their continued support and assistance.

Your Directors also wish to thank all the wholesalers both in India and worldwide for the significant support given by them.

Your Directors wish to place on record their sincere appreciation for the good work of all the employees.

(On behalf of the Board)

Chennai K MAHESH

May 23, 2012 Chairman & Managing Director

Mar 31, 2011

The Directors have pleasure in presenting the Thirty Seventh Annual Report of the Company together with the audited accounts for the year ended 31st March 2011.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended

31.03.2011 31.03.2010

Net Sales 23,572.65 19,933.16

Profit before interest, depreciation and tax 2,431.27 2,336.08

Less: Interest 270.59 219.44

Profit before depreciation and tax 2,160.68 2,116.64

Less: Depreciation 632.57 593.52

Profit before tax & extraordinary items 1,528.11 1,523.12

Less: Extraordinary item - Amount paid to a bank 700.00 756.00

Profit before tax 828.11 767.12

Less: Provision for taxation

-Current Tax 178.00 117.00

-Deferred Tax 20.00 33.00

Profit after tax 630.11 617.12

Add: SurplusADeficit) brought forward 666.72 695.44

Total available for appropriation 1,296.83 1,312.56

APPROPRIATIONS

General Reserve -I 63.01 61.71

General Reserve - II 400.00 400.00

Dividend for the year 157.38 157.38

Tax on Dividend 25.53 26.75

Surplus carried over 650.91 666.72

Total 1,296.83 1,312.56

DIVIDEND

Your Directors recommend a dividend of Rs 4/-per share ( 40%) for the year 201 0-11. Accordingly the dividend of Rs. 4/-per share for 39,34,575 equity shares of Rs1 0 each fully paid up, (as compared to a dividend of Rs. 4 per share for the previous year) will absorb a sum of Rs. 157.38 lakhs excluding a dividend distribution tax of Rs. 25.53 lakhs together with cess & surcharge thereon payable by the Company.

OPERATIONS

As could be seen from the attached accounts, the net sales for the year were higher at Rs. 235.73 crores as against Rs.1 99.33 crores in the previous year. The domestic market witnessed the increase in the sales due to better off-take in commercial vehicle sector. Consequently the domestic turnover in 201 0-11 was Rs. 154.47 crores as compared to Rs. 124.27 crores in 2009-1 0. There was increase in exports, as well, to Rs. 81.26 crores in 2010-11 against Rs. 75.06 crores in 2009^10.

EXPORTS

Your company continued its thrust in the export market segment. Your Company could achieve a growth of 8.3 % in export turnover as compared to the export turnover of the previous year. Your Company continues to take steps for adding new customers in the export market which will help mitigate the risk factors by eliminating reliance on a few customers.

EXPANSION AND CREATION OF ADDITIONAL CAPACITY

There has been a growing demand for Brake Linings for Heavy Commercial Vehicles from Overseas Market and with a view to cater to the demand, Your Company created additional capacity by setting up a new Plant in SEZ, Mahindra World City, Chengalpet, Kanchipuram District which commenced commercial production on 19-01-2011.

IMPORTANT MILE STONE ACHIEVED IN 2010-11

Your Directors are happy to report that your Company has achieved an important milestone by converting the last of the five manufacturing units into ASBESTOS-FREE from the commencement of the financial year 2011 -1 2.( that is effective 1st April 2011).

By going 1 00% ASBESTOS-FREE , Your Company has accomplished its long cherished objective of elimination of use of Asbestos and fulfilled its Corporate Social Responsibility.

The Board of Directors wish to place on record their appreciation of the efforts taken by all the employees of the Company for achieving this goal and also wish to convey their sincere thanks to all the customers for their valuable cooperation for making this feat possible.

EXTRA-ORDINARY EXPENDITURE

As reported in earlier publications and Annual Reports, there were disputes arising out of certain derivative transactions entered into on behalf of the Company with some banks and the disputes relating to such transactions with all banks have been settled. The Company does not foresee any problem in complying with the terms of such settlements. The net liability arising during the year and the amount paid by the Company against the same has been shown as Extra-ordinary expenditure.

PUBLIC DEPOSITS

Your Company has only one (1) deposit for a total value of Rs.0.06 lac which was not claimed by the depositor.

DIRECTORS

Mr. K.Ramesh and Mr T.Kannan , Directors, retire by rotation at this Annual General Meeting and, being eligible, offer themselves for reappointment.

Mr. K.S.D.Sambasivam , was appointed as an additional Director by the Board of Directors in their meeting held on 27th October 201 0. He holds office till the conclusion of 37th Annual General Meeting. The Company has received a notice from a shareholder proposing appointment of Mr. K S D.Sambasivam as a Director and the same will be considered in the 37th Annual General Meeting of the Company.

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

The details regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 21 7 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1 988, are given in Annexure I which forms part of this report.

PARTICULARS UNDER SEC 217 ( 2A ) OF THE COMPANIES ACT, 1956

None of the employees was in receipt of annual / monthly remuneration of Rs. 60 lakhs / Rs. 5 lakhs, respectively, during the year and hence the particulars required to be disclosed under the provisions of Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7 (2AA) of the Companies Act, 1 956, your Directors confirm:

(a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) that the appended annual accounts for the year ended 31st March 2011 are on a going concern basis.

AUDITORS

The Auditors, M/sSundaram & Srinivasan, Chartered Accountants, Chennai, retire at the Thirty Seventh Annual General Meeting and are eligible for reappointment.

M/s Sundaram & Srinivasan, Chartered Accountants hold valid peer review certificate issued by Peer Review Board of the Institute of Chartered Accountants of India, which is a mandatory requirement under Clause 41 (1 )(h) of the Listing Agreement with Stock Exchanges.

HUMAN RESOURCE DEVELOPMENT

The Industrial Relations in all the five plants of the Company continued to be cordial. As a part of HR initiatives, Employees Training and Development are being given the necessary focus.

CORPORATE GOVERNANCE

Asa listed company, in accordance with the provisions contained in the Listing Agreement with Stock Exchanges, your company has continued compliance with Corporate Governance norms. A report on Corporate Governance along with a certificate of compliance from the Auditors in Annexure II forms part of this Report.

SECRETARIAL AUDIT

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by a practicing company secretary at specified periodicity and the reports are being submitted to stock exchanges.

GENERAL

Your Directors wish to thank M/s State Bank of India, HDFC Bank & Export-Import Bank of India for their continued support and assistance.

Your Directors also wish to thank all the wholesalers both in India and worldwide for the significant support given by them.

Your Directors wish to place on record their sincere appreciation for the good work of all the employees.

(On behalf of the Board)

Kodaikanal K MAHESH

May 09, 2011 Chairman & Managing Director

Mar 31, 2010

The Directors have pleasure in presenting the Thirty Sixth Annual Report of the Company together with the audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31.03.2010 31.03.2009

NET SALES 19,933.16 17,133.79

Profit before interest, depreciation and tax 2,336.08 1,842.76

Less: Interest 219.44 235.43

Profit before depreciation and tax 2,116.64 1,607.33

Less: Depreciation 593.52 581.97

Profit before tax & extraordinary items 1,523.12 1,025.36

Less: Extraordinary item - Amount paid to various banks 756.00 667.05

Profit before tax 767.12 358.31

Less: Provision for taxation

-Current Tax 117.00 171.00

- Previous Years Tax - (233.00)

- Deferred Tax 33.00 (48.00)

- Fringe Benefit Tax - 17.00

Profit after tax 617.12 451.31

Add: Surplus/fDeficit) brought forward 695.44 416.25

Total available for appropriation 1,312.56 867.56 APPROPRIATIONS

General Reserve-I 61.71 45.13 General Reserve-II 400.00 -

Interim Dividend 157.38 108.54

Tax on Dividend 26.75 18.45

Surplus carried over 666.72 695.44

Total 1,312.56 867.56

PAID UP CAPITAL

As reported last year, during the financial year 2009-10, the Company issued 12,21,075 Equity shares on Rights Basis to the existing Shareholders of the Company at a price of Rs. 122/- per share (including a premium of Rs. 112/- per share) in the ratio of 9 Equity Shares of Rs. 10/- each for every 20 Equity Shares of Rs. 10/- each held in the Company on the Record Date. The issue was oversubscribed and the Directors express their gratitude to the Shareholders for their response to the Rights Issue. Upon allotment of new shares, the paid up capital of the Company increased from Rs. 2,71,35,000/= to Rs. 3,93,45,750/=. A sum of Rs. 13,67,60,400/= was received towards premium.

DIVIDEND

Your Directors consider that the interim dividend of Rs 4 per share (40%) for the year 2009-10 declared by the Board in their meeting held on 25th February 2010 and paid on 12th March 2010, would be reasonable and commensurate with the performance for the year 2009-10. Accordingly the interim dividend is considered as final dividend. The interim dividend of Rs. 4/- per share (as compared to a dividend of Rs. 4 per share on the pre- Rights Issue Capital for the previous year) has absorbed a sum of Rs. 157.38 lacs excluding a dividend distribution tax of Rs. 26.75 lakhs together with cess & surcharge thereon payable by the Company.

OPERATIONS

As could be seen from the attached accounts, the net sales for the year were higher at Rs. 199.33 crores as against Rs.171.34 crores in the previous year. The domestic market witnessed the increase in the sales due to better off-take in commercial vehicle sector. Consequently the domestic turnover in 2009-10 was Rs. 124.27 crores as compared to Rs. 104.84 crores in 2008-09. There was increase in exports as well to Rs. 75.06 crores in 2009-10 against Rs. 66.50 crores in 2008-09.

EXPORTS

Your company continued its thrust in the export market segment. Your Company could achieve a growth of 12.9 % in export turnover as compared to the export turnover of the previous year. Your Company continues to take steps for adding new customers in export market which will help mitigate the risk factors by eliminating reliance on a few customers.

EXPANSION AND CREATION OF ADDITIONAL CAPACITY

There has been a growing demand for Brake Linings for Heavy Duty Commercial Vehicles from Overseas Market and with a view to cater to the demand, Your Company has decided to create additional capacity. A New Plant is being set up in SEZ, Mahindra World City, Chengalpet, Kanchipuram District at a total estimated cost of Rs. 17.50 crores which is expected to go into commercial production in the Quarter III of the current financial year 2010-11. The cost of the said Plant shall be financed partly from loan sanctioned by Export-Import Bank of India and partly from internal resources.

EXTRA-ORDINARY EXPENDITURE

As reported in earlier publications and Annual Reports, there were disputes arising out of certain derivative transactions entered into on behalf of the Company with some banks and the disputes relating to such transactions with all banks have been settled. The Company does not foresee any problem in complying with the terms of such settlements. The net liability arising during the year and the amount paid by the Company against the same has been shown as Extra-ordinary expenditure.

PUBLIC DEPOSITS

Your Company has only one (1) deposit for a total value of Rs. 0.06 lac which was not claimed by the depositor.

DIRECTORS

Mr. P.S. Raman and Mr. Ashok V. Chowgule, Directors, retire by rotation at this Annual General Meeting and, being eligible, offer themselves for reappointment.

Mr. K.S. Ranganathan was appointed as an additional Director by the Board of Directors in their meeting held on 29th October 2009. He holds office till the conclusion of 36" Annual General Meeting. The Company has received notice from a shareholder proposing appointment of Mr. K.S. Ranganathan as a Director and the same will be considered in the 36th Annual General Meeting of the Company.

The Board of Directors in their meeting held on 24th May 2010, has appointed Mr. S. Pattappa, as an Alternate Director to Mr. K.S. Ranganathan, who has proceeded abroad for a considerable period.

Mr. K. Mahesh, Chairman & Managing Director whose current tenure as Managing Director ends on 20-09-2010, has been reappointed by the Board of Directors in their meeting held on 24th May 2010 as Managing Director for a further period of five years effective 21-09-2010. His reappointment is listed for the Shareholders approval in the 36th Annual General Meeting.

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

The details regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 21 7 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure I which forms part of this report.

PARTICULARS UNDER SEC 217 (2A) OF THE COMPANIES ACT, 1956

The particulars required to be disclosed under the provisions of Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 are furnished in Annexure II forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7 (2AA) of the Companies Act, 1956, your Directors confirm:

(a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed

(b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities

(d) that the appended annual accounts for the year ended 31st March 2010 are on a going concern basis.

AUDITORS

The Auditors, M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the Thirty Sixth Annual General Meeting and are eligible for reappointment.

M/s. Sundaram & Srinivasan, Chartered Accountants hold valid peer review certificate issued by Peer Review Board of the Institute of Chartered Accountants of India, which is a mandatory requirement under Clause 41 (1 )(h) of the Listing Agreement with Stock Exchanges.

HUMAN RESOURCE DEVELOPMENT

The Industrial Relations in all the four plants of the Company continue to be cordial. As a part of HR initiatives, Employees Training and Development are being given the necessary focus.

CORPORATE GOVERNANCE

As a listed company, in accordance with the provisions contained in the Listing Agreement with Stock Exchanges, your company has continued compliance with Corporate Governance norms. A report on Corporate Governance along with a certificate of compliance from the Auditors in Annexure III forms part of this Report.

SECRETARIAL AUDIT

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by a practising company secretary at specified periodicity and the reports are being submitted to stock exchanges.

GENERAL

Your Directors wish to thank M/s State Bank of lndia,HDFC Bank & Export-Import Bank of India for their continued support and assistance.

Your Directors also wish to thank all the wholesalers both in India and worldwide for the significant support given by them.

Your Directors wish to place on record their sincere appreciation for the good work of all the employees.

(On behalf of the Board)

Kodaikanal K MAHESH

May 24, 2010 Chairman & Managing Director

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