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Sundaram Clayton Ltd.

BSE: 520056 Sector: Auto
BSE 00:00 | 24 Apr 2020 Sundaram Clayton Ltd
NSE 05:30 | 01 Jan 1970 Sundaram Clayton Ltd

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OPEN 1470.00
52-Week high 2976.00
52-Week low 970.50
P/E 43.33
Mkt Cap.(Rs cr) 2,937
Buy Price 1451.00
Buy Qty 1.00
Sell Price 1476.00
Sell Qty 1.00
OPEN 1470.00
CLOSE 1484.80
52-Week high 2976.00
52-Week low 970.50
P/E 43.33
Mkt Cap.(Rs cr) 2,937
Buy Price 1451.00
Buy Qty 1.00
Sell Price 1476.00
Sell Qty 1.00

Sundaram Clayton Ltd. (SUNCLAYLTD) - Director Report

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Company director report

The Directors have pleasure in presenting the 56th Annual Report and the auditedfinancial statements for the year ended 31st March 2018.

(Rs. in Cr)
Particulars Year ended 31.03.2018 Year ended 31.03.2017
Sales (including Excise duty) and other income 1766.74 1589.67
EBITDA 107.62 206.57
Less: Finance Cost 33.70 28.54
Depreciation 73.08 60.64
Profit before tax before exceptional items 0.84 117.39
Add : Exceptional Item (Income) - 2.28
Profit before tax 0.84 119.67
Provision for tax (54.08)* 14.08
Profit for the year after tax 54.92 105.59
Add: Balance in Statement of Profit & Loss including General Reserve 426.15 381.03
Add: Transfer from Other Comprehensive Income 0.21 3.66
Total Comprehensive Income available 481.28 490.28
Dividend and Dividend Distribution tax 30.35 64.13
Surplus carried forward 450.93 426.15
Total 481.28 490.28

* After considering MAT credit and deferred tax asset


The Board of Directors of the Company (the Board) at their meeting held on 15th March2018 declared an interim dividend of Rs.15 per share (300%) for the year 2017-18absorbing a sum of Rs.30.35 Cr. The same was paid to the shareholders on 26th March 2018.

The Company has set-off its dividend distribution tax payable under Section 115-O(1A)of the Income Tax Act 1961 against the dividend distribution tax paid by one of itsSubsidiary Company on its dividend declared.

The Board does not recommend any further dividend for the year under consideration.


The past year 2017-18 started with the introduction of BS IV emission norms and thelandmark GST reform. GDP growth increased and India ended the year as one of the fastestgrowing large economies in the world.

The Gross domestic Product (GDP) estimates were improved but India registered a lowergrowth of 6.8% (7.1% in 2016-17) owing to its subdued performance in the first half of theyear clearly outweighing the efforts in the second half of the year.

Global economic and geo political environment continued to be volatile during 2016.TheGDP in the U.S. and EU markets registered a growth of 2.3% (1.6% in 2016) and 2.4% (1.7%in 2016).

During the year there has been an unexpected increase in demand from the customers.Considering the challenges in enhancing operational capacity and efficiency in the shortterm the Company was compelled to resort to: (a) outsourcing some incremental volumes; and(b) air-freighting the components to overseas customers.

This arrangement ensures that the customers' production lines are not affected.However these steps have resulted in an increase in cost on account of premium airfreightand outsourcing cost by Rs.157.90 Cr. for the year 2017-18.

The following table highlights the performance of the Company during 2017-18:

Particulars FY 2017-18 FY 2016-17 Variance (in %)
Sales (Tonnage) 50592 45676 11
Sale of goods (Rs. in Cr) 1543.8 1295.3 19
Domestic sales (Rs. in Cr) 903.6 793.1 14
Export sales (Rs. in Cr) 640.2 502.2 27
Profit after tax (Rs. in Cr) 54.9 105.6 (52)



The segment wise performance in the Indian automotive industry is given in thefollowing table.

Category FY 2017-18 FY 2016-17 Variance (in %)
Two Wheelers 23007690 19930489 15
Passenger Vehicles 4033667 3805557 6
Commercial Vehicles
413927 364458 14

(Source: SIAM+DICV internal estimate)

The Indian auto industry (domestic sales and exports) posted an overall growth of 14%(Source: SIAM). The Automotive and related industries witnessed several headwinds in FY2017-18 spaced throughout the year such as introduction of BSIV emission normsimplementation of the Goods and Services Tax system regulatory changes such asoverloading restrictions and compulsory air-conditioned cabins for trucks introduction ofthe e-way bill rising prices of aluminum and oil all of which hindered the industry'sperformance.


The following table highlights the North American and European truck registrationfigures in vehicle units:

(in Nos)
Market Category FY 2017-18 FY 2016-17 Growth (in %)
North America Class 8 Trucks 262398 230789 13.7
North America Class 4-7 Trucks 256247 233880 9.6
+Europe Medium & Heavy trucks 299894 299008 0.3

(Source: FTR & ACEA)

The Class 8 truck market in North America has outperformed the forecasted sales figuresfor the year. The market scenario has now shifted from ‘demand constrained market' toa ‘Supply constrained market'.

The third quarter sales in the financial year 2017-18 boosted the performance of theEuropean market.


With most of the rates rationalized and compliance system simplified the Goods andServices Tax (GST) system is expected to stabilize and the various grievances to beaddressed more efficiently. Thus it will be a conducive ecosystem for business growthwith many things being streamlined.

Higher focus on rural segment and infrastructure development as rolled out in thecentral budget 2018-19 is likely to improve demand in markets. The monsoon forecast alsobeing set favorably at normal or above normal is an enabler for growth in the agriculturalsector. The implementation of the 7th Pay commission and Bank recapitalization is expectedto spur consumption and increase credit availability in the economy.Hence the GDP growthrate in India for FY 2018-19 is likely to hover around 7.4%.Given the economic outlookthe automobiles and auto-component sectors are expected to see a growth year in FY2018-19.

Over the medium to long term growth in the auto component industry is likely to behigher than the underlying automotive industry growth given the increasing localization byOEMs higher component content per vehicle. Auto component export is another key growthdriver. The "Make in India" pitch may further boost the growth of the componentindustry.

Globally IMF expects global growth to be at 3.9% in 2018 (3.7% in 2017).Global revivalindicates better performance in the export markets.

In the U.S. macroeconomic factors indicate an upswing in the year ahead. The U.S.Federal Reserve is likely to make measured progress in hiking its benchmark interest rateson the back of strong fundamentals and in order to control inflation risks. The recent cutin the U.S corporate tax rate from 35% to 21% is expected to lead to increased investmentand stimulate economic activity. Hence the U.S GDP is likely to expand between2.8–3% in 2018. The U.S. truck market (Class 8) volumes are expected to grow at 26%in 2018. The EU GDP is expected to grow at 2.3%. With inflation under control at 1.5% theeconomy is expected to be stable with marginal growth. 10

The truck market is expected to grow along the lines of the economy like last year.With several markets expected to experience cyclical or all-time peaks the EU commercialvehicles demand (M&HCV segment) in 2018 is expected to pause and grow by less than 3%(2% in 2017).

Implementation of Goods and Services Tax Act (GST)

Effective 1st July 2017 the Company has successfully & seamlessly transitioned tonew GST regime and has passed on the benefits arising out of GST changeover to itscustomers.

Opportunities & Threats

The Company supplies aluminum castings for commercial vehicles passenger cars and twowheeler segments of the automotive industry. The revenue of the Company is derived fromMedium & Heavy Commercial Vehicles (M&HCV) (50%) followed by car industry (26%)and two wheeler industry (24%).

In the medium to long term the projected growth of domestic auto industry andambitious export plans of the Indian OEMs are likely to benefitthe Company.

In view of stringent emission norms and fuel economy regulations the thrust towardslight-weighting is bound to increase leading to higher content of aluminum in all vehicletypes. The Company is well placed to leverage these emerging opportunities. This willprovide for increased growth opportunities since the Company is already a preferredsource for aluminum castings to major OEM's in India and abroad.

India is emerging as one of the major manufacturing hubs thanks to availability ofwell-educated engineers skilled workforce good supply base and initiatives by thegovernment.

Several Indian die casting companies and OEMs are either setting up new capacities orexpanding existing capacities resulting in increased competition.

Intense competition makes it extremely difficult to seek price increases to compensatethe effects of inflation bringing the margins under severe pressure. However theCompany's supply contracts provide for periodic price adjustments indexed to theinternational prices of aluminum and this should offer some protection against volatilityof commodity prices.

Risks and concerns Economy

There are possible risks on the horizon both external and domestic. Spill-overs fromtense geo-political developments corrections in global asset prices rising oil pricestighter monetary and protectionist trade policies by developed countries could bedisruptive.

In India reform implementation risks inflationary concerns policy uncertaintybudgetary adjustments and pre-election year could pose as challenges for growth.

Industry specifi c

The Indian commercial vehicle industry is a strong indicator of the economic activityin a country and has a strong correlation with the agricultural growth infrastructuredevelopment the mining industry and is also cyclical.

The global automotive industry is experiencing the situation of a cyclical demand peak.Competition has increased in the Indian market due to entry of new players and expansionplans of existing ones. The Company is aware of the increasing competition and is takingcustomer focused measures to remain competitive in the market place.

Primary aluminum experienced price inflation in 2017-18. Benchmark LME aluminum pricesgained 23% in 2017 reaching a peak of $2215 in October. That was the highest level seenin over five years. Given the developments in China and its trade war with the U.S theprices are expected to experience a correction in 2018-19.


With significant exports import of raw materials and capital goods and foreigncurrency liabilities the Company is always exposed to currency fluctuations. The Companyhas a well-defined forex hedging policy to mitigate the risks.


The stipulation and requirements of the automobile industry demands high qualityproducts. Robust quality management systems meeting international standards like IATF16949 are in place to ensure excellent product quality. However appropriate recall andproduct liability insurance in line with standard industry practice have been taken.

Just-in-time delivery is another important contractual obligation. Robust quality andproject management systems are in place to avoid delay in deliveries due to quality issuesor project implementation.

Capacity utilization

The Company adds capacity in existing and new locations to meet the projected demandof customers. The Company closely monitors the progress of customer projects/volumes andappropriately deploys the assets to protect from both underutilization and capacityshortages to meet the demand.

Risk Management

The Board has established a robust Risk Management framework to identify monitor andminimize risks as well as to identify business opportunities.

Risk evaluation and management is an ongoing process. As a process risks associatedwith the business are identified and prioritized based on the Company's overall riskappetite strategy severity and probability of occurrence. Process owners are identifiedfor each risk and metrics are developed for continuous monitoring and minimization ofrisk.

The Board is satisfied that there are adequate systems and procedures in place toidentify assess monitor and manage risks. The Company has constituted a separate RiskManagement Committee on 22nd May 2018 for overseeing all the risks that the Organizationfaces such as strategic financial market IT legal regulatory reputational and otherrisks and recommends suitable action. Risk mitigation policy has already been approved bythe Board.


The Company has a proper and adequate internal control system to ensure that all theassets of the Company are safeguarded and protected against any loss and that all thetransactions are properly authorized and recorded. Information provided to management isreliable and timely. The Company ensures adherence to all statutes.

Internal Financial Control

The Company has an established Internal Financial Control framework including internalcontrols over financial reporting operating controls and anti-fraud framework. Theframework is reviewed regularly by the management and tested by internal audit team andpresented to the Audit Committee. Based on periodical testing the framework isstrengthened from time to time to ensure adequacy and effectiveness of InternalFinancial Controls.


The Company has been using Total Quality Management (TQM) as the foundation of itsmanagement. The Company implemented the best practices like Total Productivity Management(TPM) and Lean Manufacturing (TPS) in its manufacturing facilities. It also has in placebest-in-class practices for safety pollution control work environment water and energyconservation.

Continuous improvement projects are implemented to improve the product quality andproductivity in all the manufacturing locations. The Company's journey of achievingmanufacturing excellence was recognized and rewarded by the following customers during FY2017-18.

• Cummins - Category partner – Aluminum casting

• PACCAR / DAF - Supplier of the year – Cost management

• Rotex - Best Green channel supplier


Achieving customer delight by consistently providing products of excellent quality isthe prime motto of the Company. This is achieved through state-of-art technologytraining effective quality system continuous improvement and total employee involvement.

Poka-yokes process audits use of statistical tools for process optimization andonline process controls also contribute towards improving and achieving consistency inproduct quality. The quality system is certified for IATF 16949 requirements.

TQM is a way of life in the Company. 100% employee involvement has been successfullyachieved for many years.

Employees have completed 920 projects by applying statistical tools through QualityControl Circles (QCC) in 2017-18. The average number of suggestions implemented peremployee was 60.

Cost Management

Cost Management is a continuous journey and the Company manages the same throughdeployment of costs across all departments. A cross functional team is working on projectsfocussed on Value Added/Value Engineering (VA/VE) and operational efficiency. TPM and leaninitiatives are deployed Company-wide to achieve reduction in manufacturing cost.

Information Technology

The Company uses ERP system that integrates all business processes across the Company.Suppliers and customers are also integrated into the system for better planning andexecution. During the year several dashboards were added to improve the productivityquality and reduce the cost of operations. Projects were also implemented to furtherenhance the Information Security.


The Company considers employees as vital and most valuable assets. HRD is aligned tobusiness needs to enhance business performance and results. HRD is practiced through anoverall HRD framework with its constituents as resourcing employee engagementperformance & compensation management competency based development career &succession planning and organization development. Each of these constituent has astructured approach and process to deliver.

As a part of the long term strategies of the Company collaborative education programhas been initiated with three reputed institutes to develop role-ready engineers withCompany-specifi c knowledge at the entry level.

Career development workshop is conducted to identify high potential employees. Suchemployees are groomed for taking up higher responsibilities. A reward and recognitionsystem is in place to motivate and also provide fast track growth for the high potentialemployees. Our engineers and executives are sponsored for advanced study offered by bothIndian and foreign institutions. Customized technical and leadership competencyimprovement programs are developed and delivered through reputed institutions.

The Company continuously measures and reports employee engagement every year andidentifi es improvement areas to work on. An excellent industrial relations environmentcontinues to prevail at all the manufacturing units of the Company.

As on 31st March 2018 the Company had 2354 employees on its rolls.


The Company is fully committed to the ultimate goal of employee safety. Safetymanagement is integrated with the overall EHS.

The Company has been certified under Integrated Management System combining ISO 14001and OHSAS 18001 systems and procedures.


Statements in the Management Discussion and Analysis Report describing the Company'sobjectives projections estimates and expectations may be "forward lookingstatements" within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatcould make a difference to the Company's operations include amongst others economicconditions affecting demand/ supply and price conditions in the domestic and overseasmarket in which the Company operates changes in the Government Regulations Tax Laws andOther Statutes and Incidental Factors.


In accordance with the provisions of Section 134(5) of the Companies Act 2013 (theAct 2013) with respect to Directors' Responsibility Statement it is hereby stated that-i. in the preparation of annual accounts for the financial year ended 31st March 2018the applicable Accounting Standards had been followed along with proper explanationrelating to material departures if any; ii. the Directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that werereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for the yearunder review; iii. the Directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; iv. the Directors had prepared the accounts for the financial year ended31st March 2018 on a "going concern basis"; v. the Directors had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and vi. the Directors had devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.


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

Over 22 years of service SST has played a pivotal role in changing lives of people inrural India by creating self-reliant communities that are models of sustainabledevelopment.

The Company is eligible to spend on their ongoing projects / programmes falling withinthe CSR activities specified under the Act 2013 as mandated by the Ministry of CorporateAffairs for carrying out the CSR activities.

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

As per CSR provisions of the Act 2013 the Company is required to spend Rs. 97 lakhsfor the financial year 2017-18 towards CSR initiatives. Considering the performance of theCompany the Company could not allocate sufficient resources for undertaking CSRactivities as per the limits prescribed under the Act 2013 and the Company spent Rs.25.00 Lakhs through Srinivasan Services Trust (SST) for the year 2017-18. The Company willcontinue the CSR spending for the year 2018-19 as per requirements of the Act 2013.

Presently SST is working in 5000 villages spread across Tamil Nadu KarnatakaMaharashtra Himachal Pradesh and Andhra Pradesh covering about 3092281 population and719890 families. Its major focus areas are economic development health care qualityeducation environment and infrastructure.

Achievements in the above villages are:

Economic development:

• 381801 families living in these villages have a monthly income of Rs.15000/-and above. They have financial security.

• 3846 Farmer groups have been formed with 53323 members.

• Improved agriculture practices enabled 231059 Farmers owning 251393 hectareshave increased the yields higher than the state average by 15%.

• 224805 families earn more than Rs 3500/- per month through livestock.

Women empowerment:

• Formed 9692 Self Help Groups. These groups have 143821 women as Members.

• Of the 143821 Members 140480 Members are in income generation activities.They earn a minimum income of Rs. 3000/- per month.

Health care:

• 76945 children in the age group below 5 are not malnourished.

• 452930 women are freed from anaemia.

• 404589 households made access to toilet facilities.

• The morbidity percentage reduced from 9% to 5%.

• Enrolment in anganwadis increased from 86% to 100% and attendance is 99%.

• 1688 anganwadis have met all the Integrated Child Development Services Scheme(ICDS) standards.

• 88% involvement of mother volunteers in the functioning of anganwadis. Theyvolunteer their time to ensure proper functioning.

Quality education:

• 100% enrolment of children in schools. There are no drop outs in the schools.

• Number of percentage of slow learners reduced in schools from 29% to 11%.

• Out of 1764 schools 1299 schools are now model schools.

• 114273 illiterate women out of 153493 have been made literates.

Environment and Infrastructure:

• 345140 households dispose solid waste through individual and common compostpits. 91 tons of vermi compost generated per month from wastes.

• Sewage water from 348604 households disposed through soak pits kitchengardens and drain.

• Safe drinking water is available to 3343 villages.

Community takes care of their development needs. 11639 social leaders are active inthis effort.

As required under Section 135 of the Act 2013 read with Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 the Annual Report on CSR containingthe particulars of the projects / programmes approved and recommended by CSR Committee andapproved by the Board for the financial year 2017-18 are given by way of Annexure-IVattached to this Report.


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


1. TVS Motor Company Limited;

2. Sundaram Auto Components Limited;

3. TVS Housing Limited;

4. TVS Motor Services Limited;

5. TVS Credit Services Limited;

6. TVS Two Wheeler Mall Private Limited;

7. TVS Micro Finance Private Limited;

8. Harita ARC Private Limited;

9. Harita Collection Services Private Limited;

10. TVS Commodity Financial Solutions Private Limited; 11. TVS Housing Finance PrivateLimited; 12. Sundaram-Clayton (USA) Limited USA;

13. TVS Motor Company (Europe) B.V. Amsterdam Netherlands; 14. TVS Motor (Singapore)Pte. Limited Singapore; 15. PT TVS Motor Company Indonesia Jakarta; 16. Sundaram HoldingUSA Inc Delaware USA; 17. Green hills Land Holding LLC South Carolina USA; 18.Components Equipment Leasing LLC South Carolina USA; 19. Sundaram-Clayton (USA) LLC(formerly Workspace Project LLC) South Carolina USA; and 20. Premier Land Holding LLCSouth Carolina USA.


1. Emerald Haven Realty Limited;

2. TVS Training and Services Limited; and

3. Sundram Non-Conventional Energy Systems Limited


TVS Motor Company Limited (TVSM)

TVSM is engaged in the business of manufacture of two and three wheelers. During theyear 2017-18 TVSM achieved a turnover of Rs.15618 Cr and earned a profit after tax ofRs. 663 Cr.

TVSM for the year 2017-18 declared first interim dividend of Rs.2.00 per share (200%)absorbing a sum of Rs.114.36 Cr including dividend distribution tax and a second interimdividend of Rs.1.30 per share (130%) absorbing a sum of Rs.73.27 Cr including dividenddistribution tax.

Hence the total amount of dividend for the year ended 31st March 2018 aggregated toRs.3.30 per share (330%) on 475087114 equity shares of Re.1 each.

Sundaram Auto Components Limited (SACL)

Sales of SACL grew 20% from Rs.480.9 Cr in the previous year to Rs.575.7 Cr in the year2017-18. Increase in business from the Company Autoliv and Daimler were the key growthdrivers.

SACL also entered into the area of component manufacturing of two-wheeler electricvehicle through orders obtained from Ather Energy and also cleared major customer auditsfor Ather energy MACE (for supplies to Maruti Suzuki) Grupo Antolin Rane TRW and PSACitroen.

SACL earned a Profit Before Tax of Rs.24.52 Cr during the year 2017-18 as against Rs.34.94 Cr including exceptional items of Rs. 9.84 Cr in the previous year.

SACL at its meeting held on 2nd March 2018 declared an interim dividend of Rs.1.45 pershare (14.5%) on 35925000 equity shares of Rs.10/- each fully paid up absorbing a sumof Rs. 6.27 Cr including dividend distribution tax for the year ended 31st March 2018.

Equity Share Capital of SACL as on 31st March 2018 increased to Rs.35.92 Cr fromRs.14.55 Cr in the previous year.

During the year SACL allotted 21370000 equity shares of Rs.10 each at a premium ofRs.70 per share to TVS Motor Company Limited (TVSM) on rights basis in multipletranches.

SACL proposes to demerge its automobile trading division alongwith its relevant assetsand liabilities to TVS Motor Services Limited (TVS MS).

Accordingly the Board of SACL at its meeting held on 26th April 2018 approved a Schemeof Demerger. Since both SACL and TVS MS are wholly owned subsidiaries of TVSM sharesissued by TVS MS based on the valuation of the demerging division to TVSM towards thetransfer of the automobile trading division from SACL to TVS MS in accordance with theScheme of Demerger will not change the status of both subsidiaries.

TVS Housing Limited (TVSH) / Emerald Haven Realty Limited (EHRL)

During the year TVS Housing Limited has earned a profit of Rs. 0.05 Cr on disposal ofexisting land bank.

EHRL through one of its subsidiary is developing 18 acres of land in KolapakkamChennai. The 1st phase consists of 352 apartments and 34 villas and the construction ofthe same has been completed. 72% of the apartments and 65% of the villas have been sold.Constructions of the other phases have commenced.

EHRL has also entered into a platform deal with a private equity investor to invest innew projects. Out of the platform deal 9.5 acres of land has been acquired near Porur inChennai. The building plan approval process for the land is in progress and the Companyexpects to launch the project in first half of 2018-19.

EHRL through its another subsidiary has invested in a 2 acre land parcel in RadialRoad Chennai and the project to construct 279 apartments has been launched. During theyear EHRL has also acquired 6.5 acre parcel of land in OMR Chennai.

During the year EHRL earned a Profit Before Tax of Rs.6.56 Cr as against Rs. 5.36 Crin the previous year on a consolidated basis.

PT. TVS Motor Company Indonesia (PT TVSM)

The industry for the year 2017-18 witnessed growth of 5% over 2016-17 after 3 years ofdecline. While bebek segment and motorcycle segment suffered decline of 5% and 7%respectively matic segment grew by 8%.

For PT TVSM the total two wheeler sales increased from 26756 vehicles in 2016-17 to37096 vehicles in 2017-18 fuelled by exports. PT TVSM recorded an EBITDA loss of 3.72 MnUSD in 2017-18 compared to 3.15 Mn USD in 2016-17.

TVS Motor Company (Europe) B.V & TVS Motor (Singapore) Pte. Ltd

TVSM had earlier incorporated both these entities with a view to serve as specialpurpose vehicles for making and protecting the investments made in overseas operations ofPT TVSM.

TVS Motor Services Limited (TVS MS)

During the year under review TVSM acquired the entire equity share capital of TVS MSon 7th September 2017.

In terms of Section 2(87) of the Companies Act 2013 by this acquisition of entireequity shares of TVS MS TVS Credit Services Limited (TVS CS) & its subsidiaries alsobecame subsidiaries of the Company as mentioned below:

1. TVS Credit Services Limited

2. TVS Two Wheeler Mall Private Limited

3. TVS Micro Finance Private Limited

4. Harita ARC Private Limited

5. Harita Collection Services Private Limited

6. TVS Commodity Financial Solutions Private Limited

7. TVS Housing Finance Private Limited

TVS MS is the investment SPV of TVSM for funding TVS CS. TVSM acquired Non-CumulativeRedeemable Preference Shares (Preference Shares) of TVS MS held by the Company andLucas-TVS Limited (Lucas-TVS) on 18th December 2017 and thereby holds 100% of thePreference Share Capital of TVS MS.

TVSM settled the consideration to the Company and Lucas-TVS for the acquisition ofpreference shares by transferring its holding in equity shares of TVS CS i.e 13517547Nos of equity shares in aggregate to the said companies based on the valuation reportobtained from an Independent Valuer for acquisition of Preference Shares.

TVS MS has filed a Scheme of Arrangement (Scheme) with National Company Law Tribunal(NCLT) for redemption of Preference shares by transferring its holding in TVS CS.

As per the Scheme TVS MS will transfer its investment of 133651475 (Thirteen CroreThirty Six Lakhs Fifty One Thousand Four Hundred and Seventy Five) equity shares of Rs. 10(Rupees Ten) each in TVS CS (out of the total investment in 134741600 equity shares ofTVS CS held by TVS MS) to TVSM in proportion to the Preference Shares holding in thetotal paid-up capital of TVS MS.

On approval of the Scheme TVS CS an NBFC Company will become the direct subsidiary ofTVSM. In this connection RBI has also issued No Objection letter for change in theshareholding pattern of TVS CS being a NBFC.

TVS Credit Services Limited

TVS CS is the retail finance arm of TVSM for financing of two-wheelers. In line withits long term vision of being preferred financier with diversified and profit ableportfolio TVS CS added Consumer Durable & Used Commercial Vehicle Finance portfoliosduring the year 2017-18.

During the year 2017-18 TVS CS's overall disbursements registered a growth of 22% atRs. 4899 Cr as compared to Rs. 4007 Cr in the previous year. The assets under managementstood at Rs. 6152 Cr as against Rs. 5002 Cr during the previous year registering agrowth of 23%. Total income during the financial year 2017-18 increased to Rs. 1340.64 Crfrom Rs. 1114.80 Cr during the financial year 2016-17 an increase of 20.2% over theprevious year.

The Profit Before Tax for the year has also improved and stood at Rs. 170.14 Cr asagainst Rs. 135.56 Cr during the previous year with a growth rate of 25.5%.

The subsidiaries of TVS CS are yet to commence their operations.

Sundaram-Clayton (USA) Limited

Sundaram-Clayton (USA) Limited a wholly owned subsidiary of the Company is engaged inthe business of providing Professional Employer Organisation ("PEO") services tothe employees of the Company. The Company earned revenue of USD 10167 and net incomeafter adjustment of expenses amounted to USD 390 for the year ended 31st March 2018.

Sundaram Holding USA Inc. (SHUI) & its subsidiaries

The Company along with Sundaram Auto Components Limited made an investment of USD 32 Mnin SHUI a Company established under the applicable provisions of Laws of The UnitedStates of America. SHUI's wholly owned subsidiaries are:

1. Green Hills Land holding LLC South Carolina USA

2. Component Equipment Leasing LLC South Carolina USA

3. Sundaram-Clayton USA LLC South Carolina USA (Formerly known as Workspace ProjectLLC)

4. Premier Land Holding LLC South Carolina USA

During the year 2017-18 SACL invested a sum of USD 20399250 in the ordinary sharesof SHUI and the Company invested a sum of USD 6306318 in the ordinary shares of SHUI. Ason 31st March 2018 SACL holds 75% and SCL holds 25% in the total share capital of SHUI.

SHUI has acquired land in Dorchester County USA for its plant where it willmanufacture High Pressure Die Cast and Gravity Cast parts. Construction at site is inprogress and commercial production is expected to commence towards the end of the year2018-19.

The loss for the financial year ended 31st March 2018 was USD 2278295 due topre-production expenses.


TVS Training and Services Limited (TVS TSL)

TVS TSL is engaged in the business of establishing and providing vocational trainingservices to various industries and is participating in the National Skill DevelopmentProjects. During the year the Company earned an income of Rs. 26.55 Cr and profit for theyear ended 31st March 2018 was Rs.1.33 Cr.

Sundram Non-Conventional Energy Systems Limited (SNCES)

SNCES is engaged in the business of generation of power. During the year the Companyearned a total revenue of Rs.3.64 Cr and Profit after tax was Rs.2.08 Cr.


The consolidated financial statements of the Company are prepared in accordance withthe provisions of Section 129 of the Act 2013 read with the Companies (Accounts) Rules2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (LODR) along with a separate statement containing the salient featuresof the financial performance of subsidiaries / associates in the prescribed form. Theaudited consolidated financial statements together with Auditor's Report forms part of theAnnual Report.

The audited financial statements of the subsidiary companies will be made available tothe Shareholders on receipt of a request from any Shareholder of the Company and it hasalso been placed on the website of the Company. This will also be available for inspectionby the Shareholders at the Registered Office during the business hours as mentioned in theNotice of AGM.

The consolidated Profit after tax of the Company and its subsidiaries & associatesamounted to Rs. 628.78 Cr for the financial year 2017-18.


Independent Directors (IDs)

All IDs hold office for a fixed term and are not liable to retire by rotation. At theAnnual General Meeting (AGM) held on 21st August 2014 M/s Vice Admiral P J Jacob (Retd.)V Subramanian S Santhanakrishnan R Vijayaraghavan and Kamlesh Gandhi were appointed asIDs for the first term of five consecutive years from the conclusion of the fifty-secondAGM not liable to retire by rotation and to receive remuneration by way of feesreimbursement of expenses for participation in the meetings of the Board and / orCommittees and profit related commission in terms of applicable provisions of the Act2013 within the overall limit as determined by the Board from time to time.

Mr R Gopalan was appointed as Non-Executive Independent Director effective 21st June2016 through Postal Ballot and he shall hold the office till the conclusion of the 57thAGM of the Company.

On appointment each ID has acknowledged the terms of appointment as set out in theirletter of appointment. The terms cover inter-alia duties rights to access informationdisclosure of their interest / concern dealing in Company's shares remuneration andexpenses insurance and indemnity. The IDs are provided with copies of the Company'spolicies and charters of various Committees of the Board.

In accordance with Section 149(7) of the Act 2013 all IDs have declared that theymeet the criteria of independence as provided under Section 149(6) of the Act 2013. Thedetailed terms of appointment of IDs is disclosed on the Company's website in thefollowing link:

Separate meeting of Independent Directors

During the year under review a separate meeting of IDs was held on 15th March 2018 andall the IDs were present at the Meeting.

Based on the set of questionnaires complete feedback on Non-Independent Directors anddetails of various activities undertaken by the Company were provided to IDs to facilitatetheir review / evaluation.

a) Non-Independent Directors (Non-IDs)

IDs used various criteria and methodology practiced in Industry prescribed byNomination and Remuneration Committee (NRC) for evaluation of Non-IDs M/s. VenuSrinivasan Chairman and Managing Director Dr. Lakshmi Venu and Sudarshan Venu JointManaging Directors T K Balaji K Mahesh and Gopal Srinivasan Directors Chairman of theBoard and Board as a whole.

IDs evaluated the performance of all Non-IDs individually through a set ofquestionnaires. They reviewed their interaction during the Board / Committee meetings andstrategic inputs given by them to improve the risk management internal controls andcontribution to the Company's growth.

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

b) Chairman

The IDs reviewed the performance of Chairman of the Board after taking into account hisperformance and benchmarked the achievement of the Company with industry under thestewardship of Chairman.

The IDs also placed on record their appreciation of Chairman's visionary leadership;setting tone pace and opportunity for positive change and passion for constantimprovement and admired the high standards of integrity and probity quality and adequacyof leadership of Chairman and his versatile performance.

The IDs also endorsed that the Chairman is a very accomplished leader and isexceptionally well informed about the state of economy.

c) Board

The IDs also evaluated Board's composition size mix of skills and experience itsmeeting sequence effectiveness of discussion decision making follow up action so as toimprove governance and enhance personal effectiveness of Directors.

The evaluation process focused on Board Dynamics and upon evaluation IDs concludedthat Board is well balanced in terms of diversity of experience with expert in each domainviz. Engineering Finance Legal and Administration. The Company has a Board with widerange of expertise in all aspects of business.

The IDs unanimously evaluated the pre-requisites of the Board viz. formulation ofstrategy acquisition & allocation of overall resources setting up policiesDirectors' selection process and cohesiveness on key issues and satisfied themselves thatthey were adequate.

They were satisfied with the Company's performance in all fronts and finally concludedthat the Board operates with global best practices. d) Quality Quantity and Timelinessof flow of Information between the Company Management and the Board

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

Directors retirement by rotation

In terms of the provisions of sub-section (6) read with explanation to Section 152 ofthe Act 2013 two-thirds of the total number of Directors i.e. excluding IDs are liableto retire by rotation and out of them one-third are liable to retire by rotation at everyAGM.

Dr. Lakshmi Venu and Mr Gopal Srinivasan Directors are liable to retire by rotationat the AGM and being eligible offer themselves for re-appointment.

As per the recent amendment to the SEBI (LODR) Regulations effective 1st April 2019any appointment or continuance as a Non-Executive Director who attained the age of 75years requires a special resolution of the Shareholders.

Mr K Mahesh the Non-Executive Non-Independent Director (NE-NID) of the Companypresently aged 74 years will attain 75 years of age by October 2018. His tenure asDirector of the Company would continue beyond 1st April 2019. The NRC and Board consideredand reviewed the profit le of Mr K Mahesh based on his appropriate mix of skillsexperience competency and recommended his appointment to the shareholders of the Companyfor their approval.

The Directors have recommended the re-appointment of Directors for the approval ofShareholders. Brief resume of the Directors are furnished in the Notice convening the AGMof the Company.

Key Managerial Personnel (KMP)

In terms of Section 2(51) and Section 203 of the Act 2013 Mr Venu SrinivasanChairman and Managing Director Dr. Lakshmi Venu and Mr Sudarshan Venu Joint ManagingDirectors Mr V N Venkatanathan Chief Financial Officer and Mr R Raja Prakash CompanySecretary are 'Key Managerial Personnel' of the Company as on date of this Report.

Upon reaching superannuation Mr M Muthuraj retired as the Chief Executive Officer ofthe Company on 30th April 2018.

Nomination and Remuneration Policy

The NRC of Directors reviews the composition of the Board to ensure that there is anappropriate mix of abilities experience and diversity to serve the interests of allShareholders of the Company.

Nomination and Remuneration Policy was approved by the Board at its meeting held on24th September 2014 and amended at the Board meeting held on 22nd May 2018 in terms ofSection 178 of the Act 2013. The objective of such policy shall be to attract retain andmotivate executive management and devise remuneration structure to link to Company'sstrategic long term goals appropriateness relevance and risk appetite.

NRC will identify ascertain the integrity qualifi cation appropriate expertise andexperience having regard to the skills that the candidate will bring to the Board /Company whenever the need arises for appointment of Directors / KMP / SMP.

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

Remuneration payable to Non-executive Independent Directors

The Shareholders through Postal Ballot on 22nd June 2016 approved the remuneration byway of commission not exceeding 1% of the net profit s in aggregate payable toNon-Executive and Independent Directors of the Company (NE-IDs) for every year for aperiod of 5 years commencing from 1st April 2016.

NE-IDs devote considerable time in deliberating the operational and other issues of theCompany and provide valuable advice in regard to the management of the Company from timeto time and the Company also derives substantial benefitthrough their expertise andadvice.

Evaluation of the Independent Directors and Committees of Directors

In terms of Section 134 of the Act 2013 and the Corporate Governance requirements asprescribed under SEBI (LODR) Regulations 2015 the Board reviewed and evaluatedIndependent Directors and its Committees viz. Audit & Risk Management CommitteeNomination and Remuneration Committee Corporate Social Responsibility Committee andStakeholders' Relationship Committee based on the evaluation criteria laid down by theNRC.

The Board concurred with the recommendations made by the NRC on the evaluation ofNon-IDs based on the views expressed at the IDs' meeting held on 15th March 2018.

Hence the Board carried out the evaluation of IDs (excluding the ID being evaluated)and the Board appointed Committees through a set of questionnaires.

Independent Directors

The performance of all IDs assessed against a range of criteria such as contribution tothe development of business strategy and performance of the Company understanding themajor risks affecting the Company clear direction to the management and contribution tothe Board cohesion. The performance evaluation has been done by the entire Board ofDirectors except the Director concerned being evaluated.

The Board noted that all IDs have understood the opportunities and risks to theCompany's strategy and are supportive of the direction articulated by the management teamtowards consistent improvement.


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

• Audit and Risk Management Committee for overseeing financial reporting;

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

• Stakeholders' Relationship Committee for redressing investors grievances; and

• Corporate Social Responsibility Committee for overseeing CSR initiatives andinclusive growth.

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

The Board was satisfied with overall effectiveness and decision making of allCommittees. The Board reviewed each Committee's terms of reference to ensure that theCompany's existing practices remain appropriate. Recommendations from each Committee areconsidered and approved by the Board prior to implementation.

Risk Management Committee

The Company occupied the position as one of the Top 500 listed companies as at 31stMarch 2018. The Board constituted a separate Risk Management Committee on 22nd May 2018 asrequired under the amended SEBI (LODR) Regulations. The details of composition ofCommittee and its charter is discussed in the Corporate Governance Report attached to thisReport.

Number of Board meetings held

The number of Board meetings held during the financial year 2017-18 is provided as partof Corporate Governance Report attached to this Report.


Statutory Auditors

The Company at its fifty fifth AGM held on 19th July 2017 appointed M/s RaghavanChaudhuri & Narayanan Chartered Accountants having Firm Registration No. 007761Sallotted by The Institute of Chartered Accountants of India as Statutory Auditors of theCompany to hold of3 ce for the first term of five consecutive years from the conclusionof the said AGM subject to rati3 cation at every AGM at such remuneration in addition toapplicable taxes out of pocket expenses travelling and other expenses as may be mutuallyagreed between the Board of Directors of the Company and the Auditors. In terms of theabove provisions M/s Raghavan Chaudhuri & Narayanan Chartered Accountants havecompleted their first year in the first term of five consecutive years.

The Companies Amendment Act 2017 has dispensed with the rati3 cation of StatutoryAuditor's appointment at every AGM.

The Statutory Auditors of the Company were appointed for a period of five years in thelast AGM held on 19th July 2017 to hold office till the conclusion of the 60th AGM. Hencethey will continue as Statutory Auditors for the year 2018-19 also.

The Company has obtained necessary certificate under Section 141 of the Act 2013conveying their eligibility for being Statutory Auditors of the Company for the year2018-19.

The Auditors' Report for the financial year 2017-18 does not contain any qualification reservation or adverse remark and the same is attached with the annual financialstatements.

Secretarial Auditor

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

As required under Section 204 of the Act 2013 the Secretarial Audit Report for theyear 2017-18 of Ms B Chandra Practising Company Secretary Chennai is attached to thisReport. The said Secretarial Audit Report does not contain any qualifi cation reservationor other remarks.

The Board at its meeting held on 22nd May 2018 has re-appointed Ms B ChandraPractising Company Secretary Chennai having Registration No. 7859 allotted by theInstitute of Company Secretaries of India as Secretarial Auditor for the financial year2018-19.

Cost Auditor

In terms of the Companies (Cost Records and Audit) Amendment Rules 2014 the Boardre-appointed Mr A N Raman Cost Accountant Chennai holding Certificate of Practice No.5359 allotted by The Institute of Cost Accountants of India as Cost Auditor forconducting Audit of cost records for the financial year 2018-19.

The Company has also received necessary certificate under Section 141 of the Act 2013from him conveying his eligibility. A sum of Rs 3 lakhs has been fixed by the board asremuneration in addition to reimbursement of all applicable taxes travelling andout-of-pocket expenses payable to him and is also required to be rati3 ed by the membersat the ensuing AGM as per Section 148(3) of the Act 2013. The Company has filed the CostAudit Report of 2016-17 on 4th September 2017 in XBRL format.


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

A separate section on Corporate Governance and a certificate from the StatutoryAuditors of the Company regarding compliance of conditions of Corporate Governance asstipulated under SEBI (LODR) Regulations 2015 form part of this Annual Report.

The Chairman and Managing Director and the Chief Financial Officer of the Company havecertified to the Board on financial statements and other matters in accordance withRegulation 17(8) of the SEBI (LODR) Regulations 2015 pertaining to CEO/CFO certifi cationfor the financial year ended 31st March 2018.


In terms of Regulation 34 of the SEBI (LODR) Regulations 2015 the BusinessResponsibility Report for the year 2017-18 describing the initiatives taken from anenvironment social and governance perspectives in the prescribed format is given asAnnexure-VI to this Report.


The Company has adopted a Policy on Vigil Mechanism in accordance with the provisionsof Companies Act 2013 and Regulation 22 of SEBI (LODR) Regulations 2015 which providesa formal mechanism for all Directors Employees and other Stakeholders of the Company toreport to the management their genuine concerns or grievances about unethical behaviouractual or suspected fraud and any violation of the Company's Code of Business Conduct andEthics.

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

The Board at its meeting held on 22nd May 2018 has made an amendment to the WhistleBlower Policy for reporting any allegations of material nature on Directors / Employeeswithin a reasonable time limit from the occurrence of such events.

The policy is disclosed on the Company's website in the following


The Company has not accepted any deposit from the public within the meaning of Section76 of the Act 2013 for the year ended 31st March 2018.


Information on conservation of energy technology absorption foreign exchange etc:

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

Material changes and commitments:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the Report.

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

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

Annual Return:

Extract of Annual Return in the prescribed form is given as Annexure-II to this Reportin terms of the requirement of Section 134(3)(a) of Act 2013 read with the Companies(Accounts) Rules 2014.

Employees' remuneration:

Details of employees receiving the remuneration in excess of the limits prescribedunder Section 197 of the Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed as a statement and given inAnnexure-III. In terms of first proviso to Section 136(1) of the Act 2013 the AnnualReport excluding the aforesaid annexure is being sent to the Shareholders of the Company.The annexure is available for inspection at the Registered Office of the Company duringbusiness hours as mentioned in the Notice of AGM and any

Shareholder interested in obtaining a copy of the said annexure may write to theCompany Secretary at the Registered Office of the Company.

Comparative analysis of remuneration paid:

A comparative analysis of remuneration paid to Directors and employees with theCompany's performance is given as Annexure-V to this Report.

Details of related party transactions:

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

Details of loans / guarantees / investments made:

During the year under review the Company had not granted any loans or guaranteescovered under Section 186 of the Act 2013.

Please refer note no.3 to Notes on accounts for the financial year 2017-18 for detailsof investments made by the Company.

Reporting of fraud:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Act 2013.

Other laws

During the year under review the Company has not received any complaints of sexualharassment from any of the women employees of the Company in terms of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.


The Directors gratefully acknowledge the continued support and co-operation receivedfrom the promoters of the Company viz. T V Sundram Iyengar & Sons Private LimitedSouthern Roadways Limited Sundaram Industries Private Limited and Sundaram FinanceHoldings Limited.

The Directors thank the vehicle manufacturers vendors and bankers for their continuedsupport and assistance.

The Directors wish to place on record their appreciation of the continued excellentwork done by all the employees of the Company during the year.

The Directors specially thank the shareholders for their continued faith in theCompany.

For and on behalf of the Board of Directors
22nd May 2018 Chairman

Annexure - I to Directors' Report to the shareholders

Information pursuant to Section 134(3)(1) of the Companies Act 2013


1. Measures taken – FY 2017-18

(i) Reduced Hydraulic Power pack motor rating from 2.2 kw to 1.1 kw

(ii) Provided Thyristor controller for holding furnace of HMT Machine.

(iii) Installed Light Emitting Diode (LED) lights.

(iv) Reduced air consumption by using efficient nozzles for the auto sprayers

(v) Eliminated idle running of motors in Trim presses and SPM machines.

The above measures have resulted in an annual saving of about Rs.0.50 Cr.

2. Proposed Measures – FY 2018-19

(i) Replacement of coolant pumps capacity from 2.2 Kw to 1.1 Kw capacity.

(ii) Timer controlled auto switch OFF/ON for Fan and lights in all the bays.

(iii) Optimization of compressor running pattern and heat treatment process.

(iv) Core shooting ON/OFF control through thermocouple.

(v) Introduction of BLDC fans with replacement of existing fans.

(vi) Compressor energy consumption reduction by air audit study.

(vii) VFD installation of Air compressors.

(viii) Thyristor controller to be installed for Pressure Die Cast Gravity DieCast (GDC) & IEX furnace.

The above measures are expected to yield an annual saving of about Rs.0.82 Cr.

3. Steps taken for utilizing alternate sources of energy:

During the year 2017-18 the Company has utilized power generated through wind andsolar energy to an extent of 185 and 22.91 lakh units.

The Company also plans to continue the utilization of wind and captive energy (216 lakhunits) during the year 2018-19.

4. Capital investment in energy conservation equipment:

In the year 2017-18 the Company has invested Rs.0.41 Cr towards solar street lightsreplacement of conventional lights to LED as "Energy Efficient" measures.

The Company is planning to invest around Rs.0.58 Cr in energy saving in 2018-19 viz.Compressor replacement day lighting systems Auto controller system and Thyristorcontroller.

B. TECHNOLOGY ABSORPTION FOR 2017-18 Research & Development (R & D)

1. Specific areas in which R & D is carried out by the Company Completedactivities and Ongoing activities:

(i) Developed new aluminum die cast products for automotive applications (ii)Established state of the art CT scan facility to reduce new product development lead time.

(iii) Developed Abrasive Flow Machining (AFM) process to improve surface finish on aspecific product – product preceding technology for the customer (iv) Improvedmaterial yield in die casting through design optimization (v) Established semi-solidcasting.

(vi) The Company is actively working on filing patents for unique processes likedistortion correction technique for heat treated components. So far the Company has filedfour patents in total.

(vii) Establish thermal design for High Pressure Die Cast (HPDC) and GDC dies tocontrol thermodynamics and kinetics during solidification.

(viii) Development of semisolid casting for identified parts to improve castingquality.

(ix) Establish water free die lubrication in one die casting cell

2. Future plan of action:

(i) Develop new process technologies to improve the product quality and performance.

(ii) Develop Advance Thixotropic Metallurgical (ATM) process technology for HPDC toimprove casting yield and quality.

(iii) Establish Scanning Electron Microscope (SEM) facility and procedure to evaluatecasting metallurgy.

Data relating to imported technology:

Technology imported during the last three years reckoned from the beginning of thefinancial year - NIL

Expenditure on R&D - Rs. 4.57 Cr


1. Export activities:

Export during the year ended 31st March 2018 amounted to Rs.640.20 Cr as againstRs.502.20 Cr for the year ended 31st March 2017.

2. Total foreign exchange earned and used (actual):

(Rs. in Cr)
Foreign exchange used 599.73
Foreign exchange earned 524.85


For and on behalf of the Board of Directors
22nd May 2018 Chairman

Annexure - V to Directors' Report to the shareholders


Sl. No. Name of the Director (M/s.) Designation Ratio to Median Remuneration % increase in remuneration
1 Venu Srinivasan CMD 1:17 -
Dr Lakshmi Venu JMD 1:42 -
Sudarshan Venu JMD 1:7 -
K Mahesh NA NA
Gopal Srinivasan NENID NA NA
T K Balaji NA NA
Vice Admiral P J Jacob - -
V Subramanian - -
S Santhanakrishnan - -
R Gopalan - -
R Vijayaraghavan - -
Kamlesh Gandhi - -
M Muthuraj CEO NA 13%
V N Venkatanathan CFO NA 4%
R Raja Prakash CS NA 8%
2 The percentage increase in the median remuneration of employees in the financial year; 5%
3 The number of permanent employees on the rolls of company; 2354
4 a. Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year 2017-18 8%
b. Average percentile increase in the managerial remuneration in the financial year 2017-18 -
There are no exceptional circumstances for increase in the managerial remuneration.
Remuneration paid during the year
5 Affirmation that the remuneration is as per the remuneration policy of the company.

2017-18 is as per the Remuneration Policy of

the Company


For and on behalf of the Board of Directors
22nd May 2018 Chairman

Annexure - VI to Directors' Report to the shareholders


[Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015]


Sundaram-Clayton Limited (SCL) is one of the largest aluminium castings manufacturer inIndia with a total revenue of Rs. 1766.74 Cr for the year 2017-18.

The Business Responsibility disclosures in this Report illustrate the Company's effortstowards creating and enduring value for all stakeholders in a responsible manner. ThisReport is aligned with National Voluntary Guidelines on Social Environmental and EconomicResponsibilities of Business (NVG) released by Ministry of Corporate Affairs and is inaccordance with Regulation 34(2)(f) of the Securities and Exchange Board of India (SEBI)(Listing Obligations and Disclosure Requirements) Regulations 2015. This Report providesan overview of the activities carried out by the Company under each of the nine principlesas outlined in NVG.


1. Corporate Identity Number (CIN) of the Company : L35999TN1962PLC004792
2. Name of the Company : Sundaram-Clayton Limited
3. Address of the Company : "Jayalakshmi Estates"
29 Haddows Road
Chennai - 600 006
Tamil Nadu India
4. Website :
5. E-mail id :
6. Financial Year reported : 2017-18
7. Sector(s) that the Company is engaged in (industrial activity code-wise) : Aluminium Castings NIC Code Description 2930 Aluminium alloy cast articles including parts and components.
8. List three key products/ services that the Company manufactures/provides (as in balance sheet) Machined and sub-assembled aluminum castings for heavy and medium commercial vehicles passenger cars and 2 wheelers (Please refer to Company's website for complete list of its products)
9. Total number of locations where business activity is undertaken by the Company:
i. Number of International Locations : One (United States of America)
The Company is setting up an overseas manufacturing facility in United States of America.
ii. Number of National Locations –
A. The Company has four manufacturing locations as under:
1. Padi Chennai – 600 050 Tamil Nadu India
Tel: 044 – 26258212; Fax: 044- 26257177
2. Mahindra World City Plot No. AA5 VI Avenue Auto Ancillary SEZ
Kancheepuram – 603 004 Tamil Nadu India
Tel : 044 - 47490049
3. Oragadam Plot No.B-14 SIPCOT Industrial Growth Centre Sriperumbudur Taluk Kancheepuram District - 602 105 Tamil Nadu India.
Tel. : 044 - 6710 3300
4. Hosur Hosur - Thally Road Belagondapalli Hosur - 635 114 Tamil Nadu India.
Tel. : 04347 - 233 445; Fax : 04347 - 233 014
B. The registered office of the Company is situated at "Jayalakshmi Estates" 29 Haddows Road
Chennai - 600 006 Tamil Nadu India
10. Markets served by the Company - European and Local/State/National/ International The Company's castings cater to the needs of select American / Indian vehicle OEM's and Tier 1. Focus of business is on truck markets.
1. Paid up Capital : Rs.10.12 Crores
2. Total Revenue : Rs. 1766.74 Crores
3. Profit after tax : Rs 54.92 Cr.
4. Total spending on Corporate Social Responsibility (CSR) as percentage of net profit s (%): Rs.25 lakhs (being less than 2% of the average net profit s for three immediately preceding financial years due to the performance of the Company)
5. List of activities in which expenditure in 4 above has been incurred: - • Eradicating hunger poverty promoting preventive healthcare and sanitation and making available safe drinking water;
• Promoting education including special education and employment enhancing vocation skills especially among children women and livelihood enhancement projects;
• Promoting gender equality empowering women and measures for reducing inequalities faced by socially and economically backward groups;
• Ensuring environment sustainability ecological balance animal welfare agroforestry conservation of natural resources and maintain quality of soil air and water;
• Rural development projects; and
• Health care activities.
1. Does the Company have any Subsidiary Company/ Companies? The Company has eleven subsidiaries in India and nine foreign subsidiaries as on 31st March 2018.
2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent Company? If yes then indicate the number of such subsidiary Company(s) Yes.
The Company positively influences and encourages its subsidiaries to adopt Business Responsibility (BR) initiatives.
All the Company's subsidiaries are guided by the Company to conduct their business in an ethical transparent and accountable manner.
It encompasses suppliers customers employees Government authorities and other stakeholders.
3. Do any other entity/entities (e.g. suppliers distributors etc.) that the Company does business with participate in the BR initiatives of the Company? If yes then indicate the percentage of such entity/entities? [Less than 30% 30-60% More than 60%] Suppliers are critical to our operations and supply chain sustainability issues can impact the operations. The Company engages with suppliers through various channels for operational issues.
The suppliers and vendors are provided awareness on environmental and social issues. The vendor meets are used as a platform to raise awareness on health & safety environmental and community initiatives of the Company.


1. Details of Director / Official responsible for BR
a) Details of the Director / Official responsible for implementation of the BR policy/policies. S. No. Particulars Director BR Head
1. DIN 02702020 -
2. Name Dr. Lakshmi Venu C Narasimhan
3. Designation Joint Managing Director Advisor
4. Telephone 044-28272233 044-26258212
5. E-mail id

2. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N)

The National Voluntary Guidelines on Social Environmental and EconomicResponsibilities of Business released by the Ministry of Corporate Affairs has adoptednine areas of Business Responsibility. These are as follows: P1 Businesses should conductand govern themselves with Ethics Transparency and Accountability.

P2 Businesses should provide goods and services that are safe and contribute tosustainability throughout their life cycle. P3 Businesses should promote the well-being ofall employees.

P4 Businesses should respect the interests of and be responsive towards allstakeholders especially those who are disadvantaged vulnerable and marginalized.

P5 Businesses should respect and promote human rights.

P6 Businesses should respect protect and make efforts to restore the environment.

P7 Businesses when engaged in influencing public and regulatory policy should do soin a responsible manner. P8 Businesses should support inclusive growth and equitabledevelopment.

P9 Businesses should engage with and provide value to their customers and consumers ina responsible manner.


(a) Indicate the frequency with which the Board of Directors Committee of theBoard or CEO assesses the BR performance of the Company. Within 3 months 3-6 monthsAnnually More than 1 year The senior management periodically review the BR performance ofthe Company through their monthly Review Meetings. The action points that emerge from thediscussions at these meetings are reviewed in subsequent meetings to ensure their closure.

(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlinkfor viewing this report? How frequently it is published? Thie BR Report is available aspart of the Annual Report. The same can be viewed at

SECTION E: PRINCIPLE-WISE PERFORMANCE Principle 1: Ethics Transparency andAccountability

1. Does the policy relating to ethics bribery and corruption cover only theCompany? Yes/ No. Does it extend to the Group/Joint Ventures / Suppliers / Contractors /NGOs / Others?

Yes. The Company acts with integrity in accordance with its core principles of TrustValue and Service. SCL has adopted a separate Code of Business Conduct and Ethics (CoBC)which specifi cally pertains to the Company's Directors and Senior Management one levelbelow the Directors including all functional heads.

The CoBC is devised to enable the Directors and senior management personnel to striveto perform their duties with highest standards of integrity accountability condentialityand independence. A declaration of the Directors and Senior Management towards annualaffirmation to the CoBC is communicated to all stakeholders by the Chairman and ManagingDirector through the Annual Report.

SCL has a well-defined Code of Conduct (CoC) for its employees. All employees areprovided a hard copy of the CoC during induction / training. The CoC is intended to guidethe employees in treatment of one another as well as their interaction with customerssuppliers partners public officials and other stakeholders.

The principles laid down under the CoC are implemented effectively to drive ethicalbehaviour at all levels. The Company ensures compliance of ethical standards by itsvendors and contractors through appropriate clauses in its work contracts to which theyare obligated. All suppliers working closely with employees are expected in theircontracts to understand and comply with this policy.

SCL is committed to transparency in its financial reporting. SCL cooperates fully withits auditors and under no circumstances withholds information from them. A robust systemfor financial controls and processes is maintained to ensure the accuracy and timelinessof financial reporting.

The CoC is implemented and monitored on a regular basis through several mechanisms:

1. On-going training to employees

2. Whistle Blower policy

3. Prohibition of Insider Trading

4. Policy on Fair disclosure of material information

5. Regular updates to Senior Management


The code of conduct to regulate monitor and report trading by insiders adopted forregulating monitoring and reporting Insider Trading by employees and other connectedpersons.

Whistle Blower Policy provides a mechanism for stakeholders of SCL to report theirgenuine concerns or grievances concerning violations of any legal or regulatoryrequirements either under the applicable statutes including instances of unethicalbehaviour or suspected fraud or violation of CoC or ethics policy incorrect ormisrepresentation of any financial statements reports disclosures etc to the Management.There are adequate measures taken to ensure safeguards against victimisation of employeeswho avail whistle blower mechanism. There is also a provision for direct access to theChairman of the Audit Committee in exceptional cases.

SCL is committed for highly ethical practices in dealing with suppliers awardingbusiness purely based on merit strong internal control systems well defined procedureand approval work - flow for source selection and price settlements.

2. How many stakeholder complaints have been received in the past financial yearand what percentage was satisfactorily resolved by the management? If so provide detailsthereof in about 50 words or so.

During the year under review the Company has not received any complaints with regardto violation of the Code of Conduct.

PRINCIPLE 2: Product Life Cycle Sustainability

1. List upto 3 of your products or services whose design has incorporated socialor environmental concerns risks and/ or opportunities.

SCL has installed roof top solar panels to a capacity of 2.2 MW across its Chennai andHosur plants capable of producing 33 lakh units per annum. SCL has introduced reclamationof sand used in making sand cores for die cast parts.

The Company is also working to reduce the amount of die spray (release agent) on itspressure die cast dies. This will have a positive impact on fumes produced duringevaporation and also consumption of water used in diluting the liquid spray.

The Company is also enabling development of high efficiency turbochargers with itscustomers. SCL is developing process technologies that will improve the surface finish ofturbocharger parts. This in turn improves the fuel efficiency and reduces emissions fromautomobiles.

2. For each such product provide the following details in respect of resourceuse (energy water raw material etc.) per unit of product: (a) Reduction duringsourcing/production/distribution achieved since the previous year throughout the valuechain?

(b) Reduction during usage by consumers (energy water) has been achieved since theprevious year?

SCL takes up internal projects to reduce energy consumption per ton of aluminumcastings produced The Company is also pursuing the TPM process across its plants to reducewaste.

3. Does the Company have procedures in place for sustainable sourcing (includingtransportation)? If yes what percentage of your inputs was sourced sustainably?

The Company works continuously with its vendors to use returnable packaging modes(trolleys and plastic bins) to reduce usage of non-recyclable packaging wherever possible.

The Company also strives to ensure a considerable vendor count for specific commoditiesin its surrounding areas in order to reduce material movement.

The Company takes initiative every year to select a group of suppliers who are trainedfor quality up-gradation in their plant. Both in-house and outside faculty is employed todevelop suppliers by training.

4. Has the Company taken any steps to procure goods and services from local& small producers including communities surrounding their place of work? If yes whatsteps have been taken to improve their capacity and capability of local and small vendors?

The Company continues to sustain the local vendor base for various commodities rightfrom raw material to services. Specific initiatives and activities are in place to imparttraining to small scale suppliers on quality. Periodic audit is also done by the Companyat specific local supplier (& small suppliers) end so that the skills required forthem to become long-term suppliers are imparted.

In order to ensure that the Company's tier-1 suppliers are developed in accordance tothe prevailing standards the Company encourages them to go in for IATF certifi cation.Support is being done by the Company by way of various audits and other ratings fordelivery and quality.

5. Does the Company have a mechanism to recycle products and waste? If yes whatis the percentage of recycling of products and waste (separately as <5% 5-10%>10%). Also provide details thereof in about 50 words or so.

The material processed by SCL – i.e Aluminum based alloys is 100% recyclable.

Presently rejected aluminum castings (10% of production) are re-melted inside thefactory.

Aluminum swarf is sold to external agencies for recycling. Sand (2500 tons / year) usedfor making cores is recycled. Hazardous waste materials generated by the Company duringaluminium casting production are given to authorised vendors either for disposal orrecycling.

PRINCIPLE 3: Employee Wellbeing

SCL is an equal opportunity employer. The Company since its inception considersemployees as a family and practices policies and procedures which promote the welfare ofall its employees.

Recruitment process is based on merit.

SCL conducts various programs concerning wellbeing and work life balance of employees.Focused programs are also conducted keeping in view of the welfare of women employees.

SCL focuses on skill development of its workforce through regular training. Themanagement ensure continuous skill upgradation and competency development of employeesthrough its structured training and competency development programs.

The Company conducts an annual employee engagement survey termed Employee Satisfaction(ESAT) Survey addresses concerns and take actions to improve the ESAT score.

The Company provides highly subsidized food for all its employees (both regular andcontract). It has a medical insurance coverage for employees dependent children/parents.It has an in-house 24*7 medical center with qualifi ed medical practitioners.

1 Total number of employees 2354 as at 31st March 2018
2 Total number of employees hired on temporary/contractual/ 6013 as at 31st March 2018
casual basis.
3 Number of permanent women employees 60 as at 31st March 2018
4 Number of permanent employees with disabilities Nil
5 Employee association recognised by management? The Company has an internal employees union that is recognized by the management.
Union elections are held once in 4 years as per the by-laws of the Union.
The Company maintains a good and cordial relationship with the Union.
6 Percentage of permanent employees who are members of this recognised employee association? 100% of permanent employees in the workers grade are members of the Union.
7 Number of complaints relating to child labour forced labour involuntary labour sexual harassment in the last financial year and pending as on the end of the financial year. NIL
8 What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year? SCL considers safety to be of paramount importance.
All employees are trained and oriented towards safety.
(a) Permanent Employees – 100% SCL also re-trains all its employees on a yearly basis.
(b) Permanent Women Employees – 100%
(c) Casual/Temporary/Contractual Employees – 100%
(d) Employees with Disabilities- NIL

PRINCIPLE 4: Stakeholder Engagement

1. Has the Company mapped its internal and external stakeholders?


The Company has mapped its internal and external stakeholders in a structured way andcarries out engagements with investors employees customers suppliers the governmentregulatory authorities trade unions and local community. The Company follows a system oftimely feedback and response through formal and informal channels of communication toensure that the stakeholder information remains current and updated.

2. Out of the above has the Company identified the disadvantaged vulnerable& marginalized stakeholders?

Yes the Company has identified marginalized and disadvantaged groups through needassessment in all the villages where it works by engaging with the local communities.

Such marginalized and disadvantaged communities include villages and economicallydeprived children and women who are in great need of care and protection.

3. Are there any special initiatives taken by the Company to engage with thedisadvantaged vulnerable and marginalized stakeholders?

The Company goes beyond its business activities to create social impact through itsdiverse initiatives and works towards improving lives of India's marginalized andvulnerable communities.

The Company has taken up initiatives under CSR focusing on key areas of EconomicDevelopment Health Education Infrastructure Environment and Social & CulturalDevelopment.

The Company continuously strives to achieve total inclusiveness by encouraging peoplefrom all sections of the community irrespective of caste creed or religion to benefitfromits CSR initiatives which would also be focused around communities that reside in theproximity of the Company's various manufacturing locations in the country.

PRINCIPLE 5: Human Rights

1. Does the policy of the Company on human rights cover only the Company orextend to the Group/Joint Ventures/ Suppliers/ Contractors/NGOs/Others?

The Company does not have a stated Human Rights Policy.

The Company has put in place a Code of Conduct which is applicable to all the employeesto adhere and uphold the standards contained therein.

2. How many stakeholder complaints have been received in the past financial yearand what percent was satisfactorily resolved by the management?

During the year under review the Company has not received any complaint from anystakeholders.

PRINCIPLE 6: Environmental

1. Does the policy related to Principle 6 cover only the Company or extends tothe Group/Joint Ventures/ Suppliers/ Contractors/ NGOs/others.

SCL has an environmental policy that applies to the Company only.

2. Does the Company have strategies/initiatives to address global environmentalissues such as climate change global warming etc.? Y/N.

Yes. SCL is ISO 14001 and OHSAS 18001 certified. The Company's environmental policyfocuses on eco friendliness conservation of resources water management and prevention ofpollution.

Green initiatives include:

• Green belt coverage in all manufacturing plants

• Implementation of gas fired melting furnaces

• Usage of solar power

• Sand recycling and reuse

• Zero discharge effluent treatment plants

3. Does the Company identify and assess potential environmental risks? Y/N

The Company is certified under ISO 14001: 2004 standard and has laid down procedure forRisk identifi cation assessment and mitigation.

Risk Identifi cation and Assessment

The identifi cation of risks and opportunities is through a process across allmanufacturing and supporting functions. The input for identifi cation of risks andopportunities are:

• Significant aspects due to emergency conditions legal requirements andInterested party concern.

• Internal and external issues.

• Environmental conditions.

• Needs and expectations of Interested parties.

Risk Mitigation and Monitoring

The severity of any particular risk is assessed along with the concerned departmentsqualitatively and the risk mitigation measures like adopting best available technologyimplementation of objectives improvement of compliance management process adoptingeffective engineering controls etc. are proposed and implemented.

4. Does the Company have any project related to Clean Development Mechanism? Ifso provide details thereof in about 50 words or so. Also if Yes whether anyenvironmental compliance report is filed?

The details are provided in Point No.2 of Principle 6.

The Company periodically files returns to Pollution control board as per legalrequirement.

5. Has the Company undertaken any other initiatives on - clean technologyenergy efficiency renewable energy etc. Y/N.

Yes. SCL has installed roof- top solar panels to a capacity of 2.2 MW across itsChennai and Hosur plants capable of producing 33 lakh units per annum.

Campaigns on saving electricity are made to create awareness among employees about thehurdles in power generation.

Gas-fired furnaces were adopted over conventional oil-fired furnaces in the new plant(Oragadam) to greatly reduce the environmental impact.

Power consumption is tracked and reviewed on a monthly basis.

6. Are the Emissions/Waste generated by the Company within the permissiblelimits given by CPCB/SPCB for the financial year being reported?

All emissions and waste generated by the Company are within limits as defined by TamilNadu Pollution Control Board. All statutory requirements are tracked on a monthly basis.

7. Number of show cause/ legal notices received from CPCB/ SPCB which arepending (i.e. not resolved to satisfaction) as on end of Financial Year.

No show cause notice or legal notices received.

PRINCIPLE 7: Policy Advocacy

1. Is your Company a member of any trade and chamber or association? If Yes Nameonly those major ones that your business deals with:

The Company is member of:

• Confederation of Indian Industry (CII);

• Federation of Indian Chambers of Commerce and Industry (FICCI);

• Madras Chamber of Commerce and Industry and

• Automotive Component Manufacturers Association of India (ACMA).

2. Have you advocated/lobbied through above associations for the advancement orimprovement of public good? Yes/ No; if yes specify the broad areas (Governance andAdministration Economic Reforms Inclusive Development Policies Energy security WaterFood Security Sustainable Business Principles Others)

Yes. The Company through various industry associations participates in advocatingmatters relating to advancement of the industry and public good.

The Company works closely with leading Industry Associations and Chambers of Commerceat International National State and Local levels to advocate and pursue various causesthat are in larger interests of industry economy society and the public. Fromtime-to-time these have been in areas such as economic reforms corporate governance andtransparency affirmative action education and skill development and women empowerment.

The Company has a separate wing Srinivasan Services Trust (SST) which a) Works withGovernment education departments and local panchayats to improve education; b) Introducesnew income generation activities increase in agriculture and better Livestock management;c) Coordinates between local bodies government and community to maintain a cleanenvironment; d) Provides easy access to Primary Healthcare and adoption of propersanitation hygiene and nutrition; and e) Supports government bodies in developinginfrastructure such as roads drinking water facilities and more.

PRINCIPLE 8: Inclusive Growth

1. Does the Company have specified programmes/initiatives/ projects inpursuit of the policy related to Principle 8? If yes details thereof.

Yes. Details as given in Annexure – IV of the Director's Report of 2017-18.

2. Are the programmes/projects undertaken through in- house team/ownfoundation/external NGO/government structures/any other organization?

Srinivasan Services Trust (SST) the CSR arm of the Company operates using its in-houseteam for promoting Education Economic Development Health care Quality educationEnvironment and Infrastructure.

3. Have you done any impact assessment of your initiative?

Yes. We believe that every activity should result in some impact. We have measurableparameters for all our activities in all the 5 focus areas viz. Economic developmentHealthcare Quality Education Infrastructure Development and Conservation of Environment.These are constantly checked by our internal audits system. External evaluation is alsobeing done to validate the impact.

What is your Company's direct contribution to community development projects - Amountin INR and the details of the projects undertaken?

S. No. Project Amount
1. Promoting Education Rs.25 Lakhs
2. Economic Development Health care Quality education Environment and Infrastructure
3. Providing free medical care including consultation diagnosis comprehensive treatment and follow-up to all patients totally free of charge.
4. Health care activities

4. Have you taken steps to ensure that this community development initiative issuccessfully adopted by the community?

Yes. SST enables communities to take ownership of the development effort. For thistheir participation is essential. They participate both physically and financially. SSTinvolves the community in all its efforts and makes people reach the desirable levels ofeconomic development health education and environment. By making them reach thedesirable development status the community is confident and is ready to take theresponsibility and continue with their effort.

PRINCIPLE 9: Customer Value

1. What percentage of customer complaints/consumer cases are pending as on theend of financial year.

The Company has no pending customer complaints as on the end of the financial year.

2. Does the Company display product information on the product label over andabove what is mandated as per local laws? Yes/ No/N.A./ Remarks (additional information)

SCL produces parts to the prints and specifi cations provided by the customers. TheCompany displays product information as required by the customers. This is approved bythem during the development process.

3. Is there any case filed by any stakeholder against the Company regardingunfair trade practices irresponsible advertising and/or anti-competitive behavior duringthe last five years and pending as on end of financial year. If so provide detailsthereof in about 50 words or so

There have been no cases relating to unfair trade practices irresponsible advertisingand/or anti-competitive behavior against the Company in the last five years.

4. Did your Company carry out any consumer survey/ consumer satisfaction trends?

The Company conducts an annual Customer Perception Survey (CPS). This is done using anexternal agency and the feedback report is used for making continuous improvement in theservices to meet the customer need.

For and on behalf of the Board of Directors
22nd May 2018 Chairman

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