Tvs Motor Company Limited
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TVS MOTOR COMPANY LIMITED Seventeenth Annual Report 2008-2009 TVS MOTOR COMPANY LIMITED Board of Directors Bankers VENU SRINIVASAN STATE BANK OF INDIA Corporate Accounts Group Branch, Chairman & Managing Director Greams Road, Chennai - 600 006. H. LAKSHMANAN STATE BANK OF MYSORE Industrial Finance Branch, T. KANNAN Midford Garden Road, Bangalore - 560 001. C. R. DUA Registered office K. S. BAJPAI Jayalakshmi Estates, 29 (Old No.8), Haddows Road, Chennai - 600 006. R. RAMAKRISHNAN Tel : 044 - 2827 2233 Fax : 044 - 2825 7121 PRINCE ASIRVATHAM Factories Audit Committee Post Box No. 4, Harita, Hosur - 635 109. T. KANNAN Tel : 04344 - 276780 Chairman Fax : 04344 - 276016 C.R. DUA Post Box No. 1, Byathahalli village, R. RAMAKRISHNAN Kadakola Post, Mysore - 571 311. PRINCE ASIRVATHAM Tel : 0821 - 2596560 Fax : 0821 - 2596530/2596533 Investors’ Grievance Committee Bhatian Village, Nalagarh Post & Taluk T. KANNAN Solan District - 174 101. Himachal Pradesh Chairman Tel : 01795 - 220494 VENU SRINIVASAN Fax : 01795 - 220496 R. RAMAKRISHNAN Subsidiary Companies President & CEO Sundaram Auto Components Limited, Chennai K.N. RADHAKRISHNAN TVS Motor Company (Europe) B.V., Amsterdam TVS Motor (Singapore) Pte. Limited, Singapore Executive Vice President - Finance PT. TVS Motor Company Indonesia, Jakarta S.G. MURALI Secretary K.S. SRINIVASAN Contents Page no. Financial Highlights 2 Auditors SUNDARAM & SRINIVASAN Notice to the Shareholders 3 Chartered Accountants, Directors’ Report to the Shareholders 6 23, Sir C.P. Ramaswamy Road, Report on Corporate Governance 14 Alwarpet, Chennai - 600 018. Auditors’ Report to the Shareholders 25 Listing of shares with Madras Stock Exchange Ltd., Chennai. Balance Sheet 28 Bombay Stock Exchange Ltd., Mumbai. Profit and Loss Account 29 The National Stock Exchange of India Ltd., Mumbai. Schedules 30 Share Transfer Agent Notes on Accounts 37 Sundaram-Clayton Limited Cash Flow Statement 56 New No. 22, Old No. 31 Railway Colony, 3rd Street, General Business Profile 57 Mehta Nagar, Chennai - 600 029. Statement under section 212 58 Tel : 044 - 2374 1889, 2374 2939 Auditors' Report on Consolidated Accounts 59 Fax: 044 - 2374 1889 Consolidated Accounts 60 Financial Information of Subsidiaries 80 1 TVS MOTOR COMPANY LIMITED Financial Highlights Rupees in crores DETAILS 2008-09 2007-08 2006-07 2005-06 2004-05 Sales and other income 3,741 3,310 3,921 3,306 2,955 Profit before interest, depreciation and tax 189 132 203 275 291 Profit before tax 31 35 91 168 200 Profit after tax 31 32 67 117 138 Net fixed assets 1,036 1,043 1,003 794 770 Share capital 24 24 24 24 24 Reserves and surplus 786 798 786 742 655 Networth 735 769 751 673 614 Total borrowings 906 666 634 385 187 Earnings per share (Rs.) 1.31 1.34 2.80 4.93 5.79 Dividend per share (Rs.) 0.70 0.70 0.85 1.30 1.30 Book value per share (Rs.) 30.63 32.04 31.29 28.04 25.58 2 TVS MOTOR COMPANY LIMITED Notice to the Shareholders NOTICE is hereby given that the seventeenth annual general Notes meeting of the Company will be held at ‘The Music Academy’ 1. A member entitled to attend and vote at the meeting is New No. 168 (Old No. 306) TTK Road, Chennai 600 014 on entitled to appoint one or more proxies to attend and Monday, the 17th August 2009, at 10.15 A.M to transact the vote instead of himself and the proxy or proxies so following business: appointed need not be a member or members, as the case may be, of the Company. The instrument appointing ORDINARY BUSINESS the proxy and the power of attorney or other authority, 1. To consider and if thought fit, to pass with or without if any, under which it is signed or a notarially certified modification, the following resolution as an ordinary copy of that power or authority shall be deposited at the resolution: registered office of the Company not later than 48 hours RESOLVED THAT the audited balance sheet as at 31st March before the time fixed for holding the meeting. 2009 and the profit and loss account of the Company for the 2. The explanatory statement pursuant to Section 173(2) of the year ended on that date, together with the directors' report Companies Act, 1956 in respect of the special business, as and the auditors' report thereon as presented to the meeting, set out in the notice is annexed hereto. be and the same are hereby, approved and adopted. 3. The register of members and the share transfer register will 2. To consider and if thought fit, to pass with or without remain closed for a period of 5 days from 2nd July 2009 to modification, the following resolution as an ordinary 6th July 2009 (both days inclusive) for the purpose of payment resolution: of interim dividend declared by the board of directors on RESOLVED THAT Mr C R Dua, director, who retires by 26th June 2009. rotation and being eligible for re-appointment, be and is hereby re-appointed as a director of the Company. 4. In terms of Section 205A read with Section 205C of the Companies Act, 1956, the dividends declared by the Company, 3. To consider and if thought fit, to pass with or without which remain unclaimed for a period of seven years, will be modification, the following resolution as an ordinary transferred to the Investors Education and Protection Fund resolution: (IEPF), established by the Central Government on the due RESOLVED THAT Mr T Kannan, director, who retires by dates. The particulars of due dates for transfer of such rotation and being eligible for re-appointment, be and is unclaimed dividends to IEPF are furnished in the report on hereby re-appointed as a director of the Company. corporate governance, forming part of the annual report. 4. To consider and if thought fit, to pass with or without Members who have not encashed their dividend warrants in modification, the following resolution as an ordinary respect of the above period are requested to make their resolution: claim(s) by surrendering the unencashed warrants RESOLVED THAT the retiring auditors Messrs. immediately to the Company. Sundaram & Srinivasan, Chartered Accountants, Chennai 5. Members holding shares in physical form, in their own be and are hereby re-appointed as auditors of the Company interest, are requested to dematerialise the shares to avail to hold office from the conclusion of this annual general the benefits of electronic holding / trading. meeting till the conclusion of the next annual general meeting of the Company on such remuneration as may be fixed in 6. Members are requested to notify to the Company immediately this behalf by the board of directors of the Company. any change in their address. Members holding shares in depository are requested to advise change of address to SPECIAL BUSINESS their depository participants. 5. To consider and if thought fit, to pass with or without 7. As a measure of economy, copies of the annual report will modification, the following resolution as an ordinary not be distributed at the annual general meeting. Members resolution: are, therefore, requested to bring their copies of the annual RESOLVED THAT Mr Prince Asirvatham be and is hereby report to the meeting. appointed as a director of the Company, liable to retire by 8. Members are requested to affix their signature at the space rotation. provided on the attendance slip annexed to proxy form and hand over the slip at the entrance of the meeting hall. By order of the board 9. In terms of clause 49(IV)(G) of the Listing Agreement with Hosur K S SRINIVASAN the Stock Exchanges, a brief resume of directors, who are June 26, 2009 Secretary proposed to be re-appointed / appointed in this meeting, Registered Office: nature of their expertise in specific functional areas, their “Jayalakshmi Estates” other directorships and committee memberships, their 29, Haddows Road shareholdings and relationships with other directors of the Chennai 600 006 Company, are given below: 3 TVS MOTOR COMPANY LIMITED I. Mr C R Dua Committee Born on 3rd November 1951, Mr C R Dua is the founder of S. Name of the Company Position held membership/ Dua Associates, which is one of the prominent law firms in No. chairmanship India with presence in eight cities namely Delhi, Gurgaon, 1. Cabot India Limited Director Member – Mumbai, Chennai, Bangalore, Pune, Hyderabad and Audit Committee Chandigarh. Mr Dua has successfully established and developed the firm which has the ability to focus on client 2. Gillette India Limited Director Chairman – requirements with service from various speciality practice Audit Committee groups within the organization and across offices. Member – Remuneration Today Dua Associates has over two hundred professionals Committee including fifty partners and counsel and a total strength in excess of three hundred people. For almost a quarter century, Dua 3. House of Pearl Fashions Limited Director — Associates has provided a broad range of legal, consulting and 4. Vodafone Essar Limited Director — now legal process services to a diverse Indian and international 5. Wimco Limited Director Member – clientele, including private and listed companies, government Audit Committee agencies, Fortune 500 companies and readily recognisable brand names from the U.S., Europe, Japan and ASEAN. 6. Alcoa India Private Limited Director — Mr Dua, therefore, perforce has a vast breadth of experience 7. Amit Investments Pvt.Ltd. Director — in the fields of corporate law, mergers and acquisitions, 8. Associated Corporate Director — privatizations, project finance, public issues, entry strategies, Consultants (India) Pvt.Ltd. foreign investment, corporate structuring / restructuring, 9. Becton Dickinson India Director — infrastructure projects and commercial aspects of doing Private Limited business in India. He has been actively involved in the process of regulatory reforms in India consistent with India’s 10.