SUNDRAM FASTENERS LTD

Sundram Fasteners Limited, a part of USD 8.5 billion TVS Group Company, is one of the leading auto component manufacturers in India. The Company is primarily engaged in manufacture and sale of bolts and nuts, water pumps, sintered products, cold extruded components, hot and warm forged parts, radiator caps and other parts which have applications mainly in automobile industry. Sundram Fasteners Limited was incorporated on December 10, 1962 as a Private Limited Company as 'Kasjax Engineering Ancillaries Pvt. Ltd.' and later on changed to 'Sundram Fasteners (P) Ltd.' on July 3, 1965. The Company got converted to public limited company and changed its name to Sundram Fasteners Limited. In year 1982, the Company introduced new products in technical collaboration with Neumeyer, Germany. They signed another technical collaboration agreement with Sinter Metalwerke, Germany, to manufacture 2000 TPA automotive powder metal components. In year 1992, Company set up an export oriented unit for manufacture of radiator caps oil filler caps and petrol filler caps for General Motors USA. Also, Odin Metal Powders Ltd was amalgamated with the company. In the year 1993, a project for manufacture of socket head cap screws was set up at Pondicherry. In the year 1994, they entered into the power generation by installing a 2 MW Wind Farm at Muppandal in Tamil Nadu. In the year 1997, the company singed an agreement with General Motors, USA for supplying their entire requirement of radiator caps. They set up a warehouse in Tory (Michigan) which being on-line with all GM plants dispatches supplies the moment an order is placed. During the year 1998-99, the company entered into a technical collaboration agreement with Dura Automotive Group, USA for the manufacture of gear shifters and parking brake assemblies for automobiles. They commenced their manufacturing of Gear Shifters at their unit in Padi, Tamil Nadu. During the year 1999-2000, the company acquired the 51.09% of the equity capital of Autolec Industries. Also, the name of subsidiary Sundram Numeric Ltd was changed to TVS Infotech Ltd with effect from October 13, 2000. During the year 2000-2001, the company subscribed to the entire share capital of their new subsidiary, namely TVS International Inc, Michigan, USA. During the year 2001-02, the TVS International Inc commenced their operations. Also, the company opened a sales office in China. During the year, the company set up a project at Pondicherry for manufacture of small forgings, which will initially seek to cater to the automotive industry, especially two wheelers. This project commenced their operations during the year 2002-03. During the year 2003-04, the company set up a factory in Haiyan Economic Development Zone (HEDZ), Haiyan County, Jiaxin city, Zhejiang Province in South China to manufacture and sell High Tensile Fasteners to the Chinese automobile industry. The project was implemented through a 100% subsidiary company named Sundram Fasteners (Zhejiang) Limited. This is the first project set up by an Indian engineering industry in China. Also, TVS Autolec Ltd was amalgamated with the company during the year. In December 2003, the company acquired the precision forging business of Dana Spicer Europe Ltd, UK for a total consideration of USD 2.64 million. The facility was acquired through a wholly owned subsidiary, namely Cramlington Precision Forge Ltd, UK. In February 2004, TVS Autolec Ltd increased their holding in RBI Autoparts Sdn Bhd, Malaysia from 30% to 70%. Consequent to amalgamation of TVS Autolec Ltd with the company, RBI Autoparts Sdn Bhd, became a subsidiary of the company. During the year 2004-05, Aplomb Investments Ltd, a subsidiary company, increased their stake in Upasana Engineering Ltd and made the company as a wholly owned subsidiary company. Also, Aplomb Investments Ltd acquired 50.20% of equity share capital of Upasana Components Ltd. During the year, Upasana Engineering Ltd and Upasana Components Ltd were amalgamated with Aplomb Investments Ltd with effect from April 1, 2004. During the year, Sundram Non-Conventional Energy Systems Ltd became a subsidiary of the company, consequent to the combined shareholding of Sundram Fasteners Investments Ltd and Aplomb Investments Ltd. Also, the company set up a new Research and Development Centre at Padi to design, develop, and test tools, products and processes relating to manufacture of fasteners. During the year 2005-06, the company formed a subsidiary, namely Sundram Bleistahl Ltd for setting up a 100% export oriented unit at Hosur, Tamilnadu, to manufacture sintered valve guides and valve seats. The company holds 76% of the Equity capital of the subsidiary, whereas Bleistahl Produktions GmbH and Co KG holds 24%. The company acquired 100% share capital of Peiner Umformtechnik GmbH, Germany, from Textron Deutscheland Beteilingungs GmbH, Germany. Thus, Peiner Umformtechnik GmbH became a wholly owned subsidiary company with effect from 1 January 2006. During the year, the company acquired leasehold land in the Special Economic Zone, Mahindra Worldcity near Chennai to set up projects for manufacture of a range of products mainly for export markets. RBI Autoparts Sdn Bhd, Malaysia, the subsidiary company was renamed as Sundram RBI Sdn Bhd. Also Aplomb Investments Ltd, a subsidiary of the company was renamed as Upasana Engineering Ltd with effect from January 17, 2006. During the year 2006-07, TVS International Inc, Michigan, USA ceased to be a subsidiary of the company. The company Certificated of Honour for excellence in export from Automotive Component Manufacturers Associations for 2005-06. Also, the The Pondicherry unit received ACMA Silver Trophy for Excellence in Manufacturing from ACMA for 2005-06. During the year 2007-08, the company commissioned the facilities at Pantnagar, Uttarakhand for manufacturing high tensile fasteners, power metal parts, water pumps and oil pumps. The commercial production of fasteners was commenced in December 2007 and the production of powder metal parts and water and oil pumps was commenced during the last quarter of the financial year 2007-08. In September 2007, the company's project in the Special Economic Zone, Mahindra Worldcity near Chennai for manufacture of hubs and shafts for automotive gear boxes commenced commercial production. Also, the company acquired sixty acres of dry land at Thandalachery near Chennai to set up a new project for high pressure moulding and machining of castings. The project will be in operation during the financial year 2009-10. During the year 2008-09, the company acquired 52.94% equity share capital of Sundram Non-Conventional Energy Systems Ltd, a subsidiary of Sundram Fasteners Investments Ltd and Upasana Engineering Ltd, wholly owned subsidiaries of the company. Consequent to the acquisition of the equity shares, Sundaram Non-Conventional Energy Systems Ltd became the direct subsidiary of the company. Also, the company formed a new subsidiary company, namely Peiner Logistik GmbH to carry on logistic activity in Germany. On 4 June 2015, Sundram Fasteners announced that it has acquired 49.16% stake in TVS Infotech Limited from Sundram Fasteners Investments Limited, a wholly owned subsidiary of the company. TVS Infotech (an unlisted company) is engaged in information technology business providing Enterprise Solutions for core industries like manufacturing, automotive and distribution. On 3 November 2015, Sundram Fasteners announced that it has transferred its shares in Windbolt GmbH, Germany for a consideration amounting to EUR 19,999 to its joint venture partner, Mr. Wolfgang Naumann. As a result, the shareholding of the company in Windbolt GmbH, Germany has been reduced from 24.99% to 9.9998%. Consequently, Windbolt GmbH ceased to be an associate of the company. The Board of Directors of Sundram Fasteners at its meeting held on 18 January 2016 approved transfer of equity shares representing 100% voting share capital of Cramlington Precision Forge Limited, United Kingdom (CPFL) and Sundram Fasteners (Zhejiang) Limited, China (SFZL) (wholly-owned subsidiaries of the Company) held by the company to a new holding company to be formed in the United Kingdom, which would also be a wholly-owned subsidiary of the company, for a consideration of approximately Rs. 250 crore to be settled by way of swap of shares of the new holding company.On 3 March 2016, Sundram Fasteners informed stock exchanges that Cramlington Precision Forge Limited, United Kingdom, the company's wholly-owned overseas subsidiary, has on 1 March 2016 redeemed the company's preferential shareholding of 5,00,000 shares at par (GBP 1 each) equivalent to Rs 4.74 crore. On 7 April 2016, Sundram Fasteners informed stock exchanges that it has sold its entire shareholding in Peiner Umformtechnik GmbH, TVS Peiner Services, GmbH and PUT Grundstucks GmbH (Peiner), the wholly owned subsidiaries in Germany to AURORA Hanse Industriekapital-Beteiligungs GmbH (Hanse) for consideration of EUR 1. The German subsidiary has been impacted adversely since the recession of 2008 and has not been performing to the expectation of Sundram Fasteners. Separately, Sundram Fasteners has created a new subsidiary called Sundram International Limited, based in the United Kingdom. The new company will be used as a vehicle, as and when the opportunity arises, to acquire technology companies abroad. On 12 April 2016, Sundram Fasteners informed stock exchanges that TVS Infotech Limited has become a directly subsidiary of the company. After subscription to the rights issue of TVS Infotech, Sundram Fasteners holds 54.61% stake in TVS Infotech. TVS Infotech (an unlisted company) is engaged in information technology business providing Enterprise Solutions for core industries like manufacturing, automotive and distribution. On 27 March 2017, Sundram Fasteners acquired 16.8 lakh equity shares (24%) of Rs 10/- each from Bleistahl Produktions GmbH & Co. KG (Bleistahl), in the share capital of Sundram Precision Components Limited (SPCL) [Formerly Sundram Bleistahl Limited], a subsidiary of the company for a cash consideration at Rs 31.45 per share. The pricing for shares conforms to the valuation norms prescribed under Foreign Exchange Management Act, 1999. With this acquisition, Sundram Fasteners has 100% equity stake in SPCL (prior to acquisition, the company was holding 76%) and SPCL has thus become a wholly owned subsidiary of the company with effect from 27 March 2017. The Board of Directors of Sundram Fasteners at its meeting held on 24 May 2017 approved the scheme of amalgamation between Sundram Precision Components Limited (SPCL), a wholly owned subsidiary with Sundram Fasteners (SFL) and their respective shareholders. SPCL is engaged in the manufacture of parts for motor vehicle, sintered parts such as valve guides, valve seats and other parts catering to automotive industry. Sundram Fasteners crossed the milestone of posting quarterly net profit of over Rs 100 crore for the first time during the quarter ended 30 June 2018. During the year 2017-18, the Company has incurred Rs 217 crore towards capital expenditure on existing and new projects. The Company initiated sourcing of power from bio-mass based renewable source to the extent of 80 lakh units during year 2018-19. It installed roof top solar power plant of capacity 2.0 MWp which generated 14 lakhs units of solar power in FY 2018-19. During the FY 2019, the company incurred Rs 442 crore towards capital expenditure on existing and new projects. During the year 2019-20, the Company, by way of initial subscription to the Memorandum of Association, has subscribed to 10,000 equity shares of Sunfast TVS Limited' and TVS Engineering Limited'. Sunfast TVS Limited and TVS Engineering Limited were incorporated as new wholly-owned subsidiaries of the Company with effect from April 8, 2019 and February 10, 2020 respectively. During the FY2020, the company incurred Rs 304.70 Crore towards capital expenditure on existing and new projects. Sundram Precision Components Limited, a wholly-owned subsidiary was amalgamated with the Company with the Appointed Date April 11, 2019. Similarly, TVS Next Private Limited, a step-down subsidiary was amalgamated with VS Next Limited (Formerly TVS Infotech Limited), a subsidiary of the Company on April 30, 2019 with the Appointed Date. April 1, 2018 through Scheme of Amalgamation during the year 2019-20. The Hon'ble National Company Law Tribunal, Chennai bench, vide its Order dated December 6, 2021 had approved Composite Scheme of Amalgamation and Arrangement (demerger) inter alia amongst T V Sundram Iyengar & Sons Private Limited (TVSS), Sundaram Industries Private Limited (SIPL), Southern Roadways Private Limited (SRPL) and TVS Sundram Fasteners Private Limited (TPL), which was made effective on January 6, 2022. As per Composite Scheme, on the Effective Date, SIPL and SRPL merged into TVSS thereby holding 49.53% of the paid up share capital of the Company. Further, in terms of the Scheme, the Fasteners business undertaking of TVSS, including 49.53% shareholding in the Company was demerged from TVSS and has been vested in / transferred to TPL on February 4, 2022. Consequently, effective February 4, 2022, TPL became the Promoter of the Company. In 2023-24, 2 wholly owned subsidiaries of the Company, Sunfast TVS Limited and TVS Engineering Limited got merged with the Company effective from April 1, 2023.