TVS MOTOR COMPANY LIMITED Board of Directors VENU SRINIVASAN Secretarial Auditors S. KRISHNAMURTHY & CO., Chairman & Managing Director Company Secretaries, SUDARSHAN VENU No. 16, Pattammal Street, Joint Managing Director Mandaveli, Chennai - 600 028. K.N. RADHAKRISHNAN Tel. : 044-42074012 Director & CEO E-mail : [email protected] H. LAKSHMANAN Shares listed with BSE Ltd., Mumbai. T. KANNAN National Stock Exchange of India C. R. DUA Ltd., Mumbai. Dr. LAKSHMI VENU Bankers PRINCE ASIRVATHAM STATE BANK OF INDIA HEMANT KRISHAN SINGH Corporate Accounts Group Branch, Chennai. RAJESH NARASIMHAN Registered Office LALITA D GUPTE "Chaitanya" No. 12, Khader Nawaz Khan Road, R. GOPALAN Nungambakkam, Chennai 600 006, Tamil Nadu, India Tel : 044-28332115 Fax : 044- 28332113 Audit Committee R. GOPALAN, Chairman CIN No. L35921TN1992PLC022845 T. KANNAN E-mail: [email protected] C.R. DUA Website: www.tvsmotor.com PRINCE ASIRVATHAM Share Transfer Agent Risk Management T. KANNAN, Chairman Sundaram-Clayton Limited, Committee SUDARSHAN VENU "Jayalakshmi Estates", 1st Floor, 29, Haddows Road, K.N. RADHAKRISHNAN Chennai - 600 006, Tamil Nadu, India. HEMANT KRISHAN SINGH Tel : 044 - 2828 4959; Fax : 044 - 2825 7121 LALITA D GUPTE Email: [email protected]; [email protected] K. GOPALA DESIKAN Plant Locations Stakeholders' HEMANT KRISHAN SINGH, Chairman 1. Post Box No. 4, Harita, Hosur - 635 109, Tamil Nadu, Relationship VENU SRINIVASAN India. Tel : 04344 - 276780 Committee SUDARSHAN VENU 2. Post Box No. 1, Byathahalli Village, C.R. DUA Kadakola Post, Mysuru - 571 311, Karnataka, India. LALITA D GUPTE Tel : 0821 - 2596561 Nomination and C.R. DUA, Chairman 3. Bhatian Village, Bharatgarh Road, Teh. Nalagarh, Remuneration T. KANNAN Solan District - 174 101, Himachal Pradesh, India. Committee H. LAKSHMANAN Tel : 01795 - 220492/93 Corporate VENU SRINIVASAN, Chairman Social Responsibility H. LAKSHMANAN Subsidiary Companies Committee PRINCE ASIRVATHAM Sundaram Auto Components Limited TVS Housing Limited Chief Financial K. GOPALA DESIKAN Officer TVS Motor Services Limited TVS Credit Services Limited Company Secretary K.S. SRINIVASAN PT. TVS Motor Company Indonesia, Jakarta Statutory Auditors V. SANKAR AIYAR & Co., TVS Motor Company (Europe) B.V., Amsterdam Chartered Accountants, 2-C, Court Chambers, TVS Motor (Singapore) Pte. Limited, Singapore 35 New Marine Lines, Sundaram Holding USA Inc., Delaware, USA 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 11 Off. Baby Nagar 1st Main Road, Standalone Financial Statements 105 Velachery, Chennai - 600 042. Tel. 044-22433462 Consolidated Financial Statements 165 E-mail : [email protected] 1 TVS MOTOR COMPANY LIMITED Financial Highlights Rupees in crores Previous GAAP Ind AS Details 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 Sales & other income including 6,857 7,749 7,875 8,694 10,788 12,195 13,363 15,618 18,217 16,455 Excise Duty Profit before interest, depreciation, 491 520 461 532 669 914 1,030 1,175 1,433 1,346 amortisation and tax* Profit before tax* 248 316 254 355 456 629 699 879 961 787 Exceptional / Extraordinary Items – – (91) (3) – – – – – (32) Profit after tax 195 249 116 262 348 489 558 663 670 592 Net fixed assets 995 1,078 1,048 1,174 1,419 1,751 2,046 2,503 2,837 3,185 Share capital 48 48 48 48 48 48 48 48 48 48 Reserves and surplus 952 1,122 1,177 1,368 1,598 1,911 2,361 2,833 3,300 3,571 Net worth 999 1,170 1,225 1,415 1,645 1,958 2,408 2,880 3,347 3,618 Total borrowings 768 831 634 528 970 924 1,107 1,189 1,400 2,022 Earnings per share (Rs.) # 4.10 5.24 2.44 5.51 7.32 10.30 11.75 13.95 14.11 12.47 Dividend per share (Rs.) 1.10 1.30 1.20 1.40 1.90 2.50 2.50 3.30 3.50 3.50 Book value per share (Rs.) # 21.04 24.62 25.78 29.79 34.63 41.22 50.69 60.63 70.46 76.16 Operating EBITDA* / turnover (%) 7.16 6.71 5.85 6.12 6.20 7.49 7.71 7.74 7.87 8.19 Operating profit before tax* / turnover (%) 3.62 4.08 3.23 4.09 4.23 5.16 5.23 5.63 5.27 4.78 Return on capital employed (%) 16.48 18.96 14.68 18.88 20.27 23.24 21.67 24.61 23.55 16.62 Return on net worth (%) 21.21 22.97 9.69 19.82 22.73 27.15 25.56 25.06 21.52 17.01 Notes: * Figures stated are before exceptional and extraordinary items. # Earnings per share and Book Value per share for all the years have been calculated after considering the bonus issue of 2010-11. Previous year's figures have been regrouped wherever necessary to conform to the current year's classification. 2 TVS MOTOR COMPANY LIMITED NOTICE OF ANNUAL GENERAL MEETING Notes: NOTICE is hereby given that the 28th Annual General Meeting The Explanatory Statement pursuant to Section 102 of the of the Company (AGM) will be held on Wednesday, the Companies Act, 2013 (the Act, 2013), in respect of the 29th July 2020 at 10.00 A.M. [Indian Standard Time (IST)] special businesses to be transacted at the AGM, as set out through Video Conferencing / Other Audio Visual Means to in the Notice is annexed hereto. transact the following businesses: 1. In view of the outbreak of CoVID-19 pandemic, social distancing norms is being followed and the continuing ORDINARY BUSINESS restriction on movement of persons at several places in 1. To consider passing the following resolution as an ordinary the country and pursuant to the Circular No. 14/2020 resolution: dated 8th April 2020, Circular No.17/2020 dated 13th th RESOLVED THAT the standalone and consolidated audited April 2020 and Circular No. 20/2020 dated 5 May 2020 financial statements for the year ended 31st March 2020, issued by the Ministry of Corporate Affairs (MCA) and together with the Directors' Report and the Auditors' Reports Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated thereon as circulated to the Members and presented to the 12th May, 2020 issued by the Securities and Exchange meeting be and are hereby approved and adopted. Board of India ("SEBI") and in compliance with the provisions of the Act, 2013 and the SEBI (Listing 2. To consider passing the following resolution as an ordinary Obligations and Disclosure Requirements) Regulations, resolution: 2015 ("Listing Regulations"), physical attendance of the RESOLVED THAT Dr. Lakshmi Venu (holding DIN Members at the AGM venue is not required and AGM 02702020), Director, who retires by rotation and being can be held through video conferencing (VC) or other eligible, offers herself for re-appointment, be and is hereby audio visual means (OAVM). Hence, Members can attend re-appointed as a Director of the Company. and participate at the ensuing AGM through VC/OAVM. SPECIAL BUSINESS 2. Pursuant to the aforesaid Circulars, the facility to 3. To consider passing the following resolution as a special appoint proxy by Members under Section 105 of the resolution: Act, 2013 to attend and cast vote for the Members is not available for this AGM as the physical attendance RESOLVED THAT subject to the provisions of Section 152 of Members has been dispensed with. However, Body and other applicable provisions of the Companies Act, Corporates are entitled to appoint authorised 2013 and Regulation 17 of SEBI (Listing Obligations and representatives as its Member to attend the AGM through Disclosure Requirements) Regulations, 2015, (as VC / OAVM and participate thereat and cast their votes amended), Mr H Lakshmanan (holding DIN 00057973), a through e-Voting. Non-Executive Director, aged 86 years, who retires by rotation and being eligible, offers himself for re-appointment, 3. The Members can join the AGM through the VC/OAVM be and is hereby re-appointed as a Director of the Company. mode 15 minutes before and after the scheduled time of the commencement of the AGM by following the 4. To consider passing the following resolution as an ordinary procedure mentioned in the Notice. The facility of resolution: participation at the AGM through VC/OAVM will be made RESOLVED THAT pursuant to Section 148 of the available to the members on "first come first served" Companies Act, 2013 read with the Companies (Audit and basis. This will not include large Shareholders Auditors) Rules, 2014 (including any statutory (Shareholders holding 2% or more of the total number modification(s) or re-enactment(s) thereof, for the time of shares of the Company as on the cut off date as being in force) remuneration of $ 6 Lakhs (Rupees six defined), Promoters, Institutional Investors, Directors, lakhs only) in addition to reimbursement of all applicable Key Managerial Personnel, the Chairpersons of the Audit taxes, travelling and out-of-pocket expenses, payable to Committee, Nomination and Remuneration Committee Mr A N Raman, Practising Cost Accountant, holding and Stakeholders' Relationship Committee, Auditors etc. Membership No. 5359, allotted by The Institute of Cost who are allowed to attend the AGM without restriction Accountants of India, who was re-appointed as Cost Auditor on account of "first come first served" basis. of the Company for the year 2020-21 by the Board of Directors of the Company, as recommended by the Audit 4. Members attending the AGM through VC/OAVM will be Committee be and is hereby ratified.