TVS MOTOR COMPANY LIMITED 29Th ANNUAL REPORT 2020-21
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TVS MOTOR COMPANY LIMITED 29th ANNUAL REPORT 2020-21 TVS MOTOR COMPANY LIMITED Board of Directors VENU SRINIVASAN Secretarial Auditors S. KRISHNAMURTHY & CO., Chairman & Managing Director Company Secretaries, PROF. SIR RALF DIETER SPETH No. 16, Pattammal Street, (w.e.f. 24th March 2021) Mandaveli, Chennai - 600 028. SUDARSHAN VENU Tel. : 044-42074012 Joint Managing Director E-mail : [email protected] K.N. RADHAKRISHNAN Shares listed with BSE Ltd., Mumbai. Director & CEO National Stock Exchange of India PRINCE ASIRVATHAM Ltd., Mumbai. C. R. DUA Bankers R. GOPALAN STATE BANK OF INDIA LALITA D GUPTE Corporate Accounts Group Branch, Chennai. T. KANNAN Registered Office KUOK MENG XIONG th "Chaitanya" No. 12, Khader Nawaz Khan Road, (w.e.f. 24 March 2021) Nungambakkam, Chennai 600 006, Tamil Nadu, India H. LAKSHMANAN Tel : 044-28332115 Fax : 044- 28332113 HEMANT KRISHAN SINGH CIN No. L35921TN1992PLC022845 DR. LAKSHMI VENU E-mail: [email protected] Audit Committee R. GOPALAN, Chairman Website: www.tvsmotor.com PRINCE ASIRVATHAM Share Transfer Agent C. R. DUA Integrated Registry Management Services Private Limited T. KANNAN 2nd Floor, Kences Towers, No. 1, Ramakrishna Street, Nomination and C.R. DUA, Chairman North Usman Road, T Nagar, Chennai-600 017 Remuneration T. KANNAN Tel: 044-2814 0801-03; Fax: 044-2814 2479 Committee H. LAKSHMANAN Email:[email protected], [email protected] Plant Locations Risk Management T. KANNAN, Chairman 1. Post Box No. 4, Harita, Hosur - 635 109, Tamil Nadu, Committee SUDARSHAN VENU K.N. RADHAKRISHNAN India. Tel : 04344 - 276780 LALITA D GUPTE 2. Post Box No. 1, Byathahalli Village, HEMANT KRISHAN SINGH Kadakola Post, Mysuru - 571 311, Karnataka, India. K. GOPALA DESIKAN Tel : 0821 - 2596561 Stakeholders' HEMANT KRISHAN SINGH, Chairman 3. Bhatian Village, Bharatgarh Road, Teh. Nalagarh, Relationship VENU SRINIVASAN Solan District - 174 101, Himachal Pradesh, India. Committee SUDARSHAN VENU Tel : 01795 - 220492/93 C.R. DUA Subsidiary Companies LALITA D GUPTE Sundaram Auto Components Limited Corporate VENU SRINIVASAN, Chairman TVS Housing Limited Social Responsibility PRINCE ASIRVATHAM TVS Motor Services Limited Committee H. LAKSHMANAN Intellicar Telematics Private Limited Chief Financial K. GOPALA DESIKAN TVS Credit Services Limited Officer TVS Motor (Singapore) Pte. Limited, Singapore Company Secretary K.S. SRINIVASAN The Norton Motorcycle Co Limited, United Kingdom Statutory Auditors V. SANKAR AIYAR & Co., TVS Motor Company (Europe) B.V., Amsterdam Chartered Accountants, PT. TVS Motor Company Indonesia, Jakarta 2-C, Court Chambers, Sundaram Holding USA Inc., Delaware, USA 35 New Marine Lines, Mumbai - 400 020. Tel. : 022-22004465 CONTENTS Page Nos. E-mail : [email protected] Financial Highlights 2 Cost Auditor A.N. RAMAN Cost Accountant, Notice of Annual General Meeting 3 No. 10 P, Muthukumaraswami Salai, Directors' Report to the shareholders 15 Off. Baby Nagar 1st Main Road, Standalone Financial Statements 95 Velachery, Chennai - 600 042. Tel. 044-22433462 Consolidated Financial Statements 155 E-mail : [email protected] 1 TVS MOTOR COMPANY LIMITED Financial Highlights Rupees in crores Previous GAAP Ind AS Details 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 Sales & other income @ 7,749 7,875 8,694 10,788 12,195 13,363 15,618 18,217 16,455 16,784 Profit before interest, depreciation, amortisation and tax * 520 461 536 669 914 1,030 1,274 1,441 1,378 1,462 Profit before tax * 316 254 355 456 629 699 879 961 787 826 Exceptional / Extraordinary Items – (91) (3) – – – – – (32) – Profit after tax 249 116 262 348 489 558 663 670 592 612 Net fixed assets 1,078 1,048 1,174 1,419 1,751 2,046 2,503 2,837 3,185 3,289 Share capital 48 48 48 48 48 48 48 48 48 48 Reserves and surplus 1,122 1,177 1,368 1,598 1,911 2,361 2,833 3,300 3,571 4,123 Net worth 1,170 1,225 1,416 1,646 1,959 2,409 2,881 3,348 3,619 4,171 Total borrowings 831 634 528 970 924 1,107 1,189 1,400 2,022 1,106 Earnings per share ($) 5.24 2.44 5.51 7.32 10.30 11.75 13.95 14.11 12.47 12.88 Dividend per share ($) 1.30 1.20 1.40 1.90 2.50 2.50 3.30 3.50 3.50 3.50 Book value per share ($) 24.63 25.78 29.81 34.65 41.23 50.71 60.64 70.47 76.18 87.79 Operating EBITDA (%) 6.98 6.09 6.35 6.36 7.29 7.06 7.74 7.87 8.19 8.53 Profit before tax * / turnover (%) 4.10 3.24 4.10 4.24 5.20 5.30 5.66 5.28 4.79 4.93 Return on capital employed (%) 18.96 14.68 18.88 20.27 23.24 21.67 24.61 23.55 16.62 17.15 Return on net worth (%) 22.97 9.69 19.82 22.73 27.15 25.56 25.06 21.52 17.01 15.72 Notes: @ Sales includes Excise duty upto June 2017. * Figures stated are before exceptional and extraordinary items. 2 TVS MOTOR COMPANY LIMITED NOTICE OF ANNUAL GENERAL MEETING the Companies Act, 2013 (the Act, 2013) (including any NOTICE is hereby given that the 29th Annual General Meeting statutory modification(s) or re-enactment(s) thereof, for the of the Company (AGM) will be held on Thursday, the 29th July time being in force) and the Companies (Appointment and 2021 at 1.30 P.M. [Indian Standard Time (IST)] through Video Qualifications of Directors) Rules, 2014 and the applicable Conferencing / Other Audio-Visual Means (VC / OAVM) facility provisions of the Securities and Exchange Board of India to transact the following businesses: (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the recommendation of the ORDINARY BUSINESS Nomination and Remuneration Committee and the Board of Directors, Mr Kuok Meng Xiong (holding DIN 09117910), 1. To consider passing the following resolution as an ordinary who was appointed as an Additional Director and Non- resolution: Executive Independent Director effective 24th March 2021 RESOLVED THAT the standalone and consolidated audited and who holds office upto the date of this AGM, and in st financial statements for the year ended 31 March 2021, respect of whom the Company has received a notice in together with the Directors' Report and the Auditors' Report writing from a shareholder under Section 160 of the Act, thereon as circulated to the Members and presented to the 2013, consent of Members be and is hereby accorded for meeting be and are hereby approved and adopted. his appointment as a Non-Executive and Independent 2. To consider passing the following resolution as an ordinary Director of the Company, for a term of five consecutive resolution: years w.e.f. 24th March 2021 whose office shall not be RESOLVED THAT Mr Sudarshan Venu (holding DIN liable to retire by rotation during the period, and to receive 03601690), Director, who retires by rotation and being remuneration by way of profit related commission, if any, eligible, offers himself for re-appointment, be and is hereby within the permissible limit in terms of Section 197 of the re-appointed as a Director of the Company. Act, 2013, as determined by the Board, from time to time including reimbursement of expenses and fees for 3. To consider passing the following resolution as an ordinary participation in the meetings of the Board and / or resolution: Committees in terms of applicable provisions of the Act, RESOLVED THAT Mr K N Radhakrishnan (holding DIN 2013. 02599393), Director, who retires by rotation and being RESOLVED FURTHER THAT the Board be and is hereby eligible, offers himself for re-appointment, be and is hereby authorised to do all acts and take all such steps as may re-appointed as a Director of the Company. be necessary, proper or expedient to give effect to this SPECIAL BUSINESS resolution. 4. To consider passing the following resolution as an ordinary 6. To consider passing the following resolution as an ordinary resolution: resolution: RESOLVED THAT subject to the provisions of Sections RESOLVED THAT pursuant to Section 148 of the 152, 160, 161 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Companies Act, 2013 (the Act, 2013) and the Companies Auditors) Rules, 2014 (including any statutory (Appointment and Qualifications of Directors) Rules, 2014 modification(s) or re-enactment(s) thereof, for the time (including any statutory modification(s) or re-enactment(s) being in force) remuneration of $ 6 Lakhs (Rupees six thereof, for the time being in force) and Regulation 17 of lakhs only) in addition to reimbursement of all applicable Securities and Exchange Board of India (Listing Obligations taxes, travelling and out-of-pocket expenses, payable to and Disclosure Requirements) Regulations, 2015, and as Mr A N Raman, Practising Cost Accountant, holding recommended by the Nomination and Remuneration Membership No. 5359, allotted by The Institute of Cost Committee and the Board of Directors of the Company, Accountants of India, who was re-appointed as Cost Auditor Prof. Sir Ralf Dieter Speth (holding DIN 03318908) who of the Company for the year 2021-22 by the Board of was appointed as an Additional Director and Non Executive Directors of the Company, as recommended by the Audit Non Independent Director effective 24th March 2021 and Committee be and is hereby ratified. who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received By order of the Board of Directors a notice in writing from a shareholder under Section 160 of the Act, 2013, be and is hereby appointed as a Director of the Company, liable to retire by rotation.