In a short span of 72 hours, the board of Sundaram Clayton Ltd met twice, with its chairman emeritus Venu Srinivasan taking over as chair at the second meeting, and reversing a decision made at the first meeting.
On Friday, the board of the TVS Group firm had accepted the resignation of company secretary P.D. Dev Kishan, citing "personal reasons." However, the board rescinded the decision on Monday, at a hastily convened meeting scheduled with a notice sent out on Sunday night. Srinivasan, 73, also took over as Sundaram Clayton chair from retired bureaucrat R Gopalan, raising questions about decision-making at the company, part of the South Indian business conglomerate.
According to two executives aware of the matter, Srinivasan's daughter and the company's managing director Lakshmi Venu had earlier voiced corporate governance concerns with Gopalan. Specifically, she wanted to know why company secretary Kishan was not a full-time employee of Sundarayam Clayton. She also questioned why Kishan reported to Gopala Desikan, chief financial officer of TVS Holdings Group, rather than to her, the executives said on the condition of anonymity.
TVS Holdings is chaired by Venu Srinivasan and its managing director is his son Sudarshan Venu. Gopalan is a director on its board.
On Friday, the Sundaram Clayton board accepted Kishan’s resignation and appointed M. Muthulakshmi as the new company secretary. On Sunday evening, Venu Srinivasan sought a board meeting of Sundaram Clayton, and on Monday, in a rare U-turn, informed the exchanges that its earlier decision on Kishan's exit had been reversed.
According to one of the two executives cited above, three of the four independent directors—P. Kaniappan, Chittranjan Dua and Sasikala Varadachari—approved the appointment of the new company secretary on Friday, but one of them changed stance on Monday. Additionally, Gopalan, who had skipped the Friday meeting, approved the continuation of Kishan as company secretary at Monday’s board meeting.
An email and text message sent to Gopalan went unanswered. Emails sent to Venu Srinivasan, Lakshmi Venu and Kishan also went unanswered.
There are two questions any stakeholder would ask, said Sharmila Gopinath, an independent corporate governance consultant. "First, what really happened over the weekend, during which period the company secretary, who had resigned citing personal reasons, was reinstated? Second, what made the chairman emeritus return to his job and role four years after leaving?”
In May 2022, when Lakshmi Venu took over as managing director, her father Venu Srinivasan had expressed confidence.
“Lakshmi’s focus and dedicated efforts over the last 10 years have seen the company do a turnaround in quality, profitability and building relationship with OEMs,” he had said. “We are confident that under her leadership, Sundaram-Clayton will see its rise globally.”
Srinivasan’s son, Sudarshan Venu, is the chairman and managing director of TVS Motor Co. and managing director of TVS Holdings Ltd, while Lakshmi, is the managing director of Sudarshan Clayton and vice-chairman of Tractors and Farm Equipment Ltd. Mallika Srinivasan is chairman and managing director of TAFE.
Kishan took over as company secretary of Sundaram Clayton in August 2023 following an internal rejig. The company carved out its die-casting manufacturing business into a separate company, which took the name Sundaram Clayton, while the original parent rebranded itself as TVS Holdings Ltd.
Sundaram Clayton reported a 60% jump in revenue to ₹2,259.3 crore last year, while cutting its losses from ₹121.7 crore to ₹1.6 crore in the year ended March 2025. The company continues to be in the red, primarily due to its US subsidiary, Sundaram Holding USA Inc., which operates the manufacturing facility in South Carolina.
Sundaram Clayton manufactures auto components for trucks, passenger cars, and two-wheelers, and counts BMW and Hyundai among its clients.