SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Ff ELECTRONICS TVS Electronics Limited Sixteenth Annual Report 2001 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net TVS TVS Electronics Limited ELECTRONICS Board of Directors Bankers Managers to Deposit Schemes Venu Srinivasan State Bank of India Harita Finance Limited Chairman Industrial Finance Branch, "Jayalakshmi Estates" Gopal Srinivasan Anna Salai, Chennai. 24, Haddows Road, Whole-time Director State Bank of India Chennai 600 006. T K Balaji Industrial Finance Branch, Phone:91-44-8277155 H Lakshmanan Residency Road, Bangalore. Website: www.harita.com S R Vijayakar State Bank of Mysore Registered Office Srini Nageshwar Industrial Estate Branch, "Jayalakshmi Estates" S Shreenivasa Rao Hirehalli, Tumkur. 24, Haddows Road, R R Nair Chennai 600 006. State Bank of Travancore K Dhruva Phone:91-44-8272233 Directors Residency Road Branch, Bangalore. Factory K S Ramesh Tumkur Plant Director & CEO State Bank of Mysore Pandithanahalli, Vice President - Finance Industrial Finance Branch, Bangalore. Tumkur 572 168. S Swaminathan Phone : 91-816-243270,112, 113 Canara Bank Company Secretary Fax:91-816-243278 Thousandlights Branch, S Venkatakrishnan Chennai 600 006 Chennai Plant & Auditors Administrative Office Sundaram & Srinivasan Technical Collaborators 34, Developed Plots, Chartered Accountants, Citizen Watch Company Limited, South Phase, Industrial Estate, 23, C P Ramaswamy Road, Japan. Guindy, Chennai 600 032. Alwarpet, Victron B.V., Phone: 91-44-2325506 Chennai 600018. The Netherlands. 2325509,2331411 Audit Committee Lantech Computer Co. Fax No.: 91-44-2327577 Taiwan. Website: www.tvs-e.com Srini Nageshwar S R Vijayakar H Lakshmanan Contents Page No. Shareholders'/Investors' Financial Highlights 2 Grievance Committee Notice 3 Venu Srinivasan Management Discussion and Analysis Report 7 Gopal Srinivasan Directors' Report 11 T K Balaji Report on Corporate Governance 16 Shares Listed at Auditors' Report 23 Madras Stock Exchange Ltd. Balance Sheet 26 The Stock Exchange, Mumbai Profit & Loss Account 27 Bangalore Stock Exchange Ltd. Schedules 28 The Stock Exchange, Ahmedabad Company Profile 41 Cash Flow Statement 42 The Calcutta Stock Exchange Association Limited Statement under Sec. 212 of the The Delhi Stock Exchange Companies Act, 1956 44 Association Limited Subsidiaries Cochin Stock Exchange Ltd. ICL Foundries Limited 46 National Stock Exchange of Sundram Telematics Limited 51 India Ltd. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net TVS ELECTRONICS TVS Electronics Limited Financial Highlights Rs. in Lakhs 1991-92 1992-93 1993-94 1994-95 1995-96 1996-97 1997-98 1998 1999 2000 2001 ai*>. Particulars Jun-May Jun-May JurvMay Miter Apr-Mar Apf-Mar Apr-War Apr-Dec Jan-Dec Jan-Dec Jan-Dec # @ 1 Total Revenue 4,583 5,357 6^73 8,209 9,437 11,631 11,445 8,464 17,014 22,431 21613 2 Exports 108 81 104 49 367 2,354 1,862 1,403 2,125 2,205 2942 3 RSD (Rev. &Cap.) Expenditure 50 64 58 61 48 59 101 84 210 453 407 4 Profit before Tax 62.01 59.16 261.26 380.03 154.63 205.56 426.66 149.90 312.55 507.51 182.87 5 Profit after Tax 62,01 59.16 261.26 380.03 154.63 178.56 301,66 108.90 228.55 384.51 162.87 6 Book value per share (Rs) 6.35 6.77 8.70 10.61 18.18 18.24 18.91 19.00 19,35 20.74 20.94 7 Earnings per share (Rs) 0.43 0.41 1.83 3.19* 0.91 1.05 1.77 0.85* 1.34 2.26 0.96 8 PBT% of Total Revenue 1.35% 1.10% 4.16% 4.63% 1.64% 1.77% 3.73% 1.77% 1.84% 2.26% 0.85% 9 PAT % of Total Revenue 1.35% 1.10% 4.16% 4.63% 1.64% 1.54% 2.64% 1.29% 1.34% 1.71% 0.75% 10 PBDfT% of Total Revenue 18.42% 16.04% 15.37% 11.53% 9.01% 7.30% 8.05% 7.87% 5.89% 6.40% 5,67% 11 ROCE%(PBT/CE) 19.32% 20.14% 24.63% 20.22%' 12.78% 13.49% 12.19% 9.71%* 8.88% 11.76% 8.26% 12 R4D(Rev.ACap.) Expenditure %ol Revenue 1,09% 1.19% 0.93% 0.75% 0.51% 0.51% 0,89% 1.00% 1.24% 2.02% 1.89% 13 fixed Assets Turnover (No. of tines) 2,98 3.84 5.00 8.24' 7.75 9,64 9.81 7.99* 11.37 9.32 8.55 ROCE is profit before interest and taxation (PBIT) divided by Capital Employed (CE). Fixed assets turnover is total turnover divided by net fixed assets as at the end of the year, PBT is profit before tax, PAT is profit after tax. PBDTT is Profit before Depreciation, Interest and Tax. Figures under column 1,2 & 3 have been rounded off. # -10months §-9montns *-Armuafeed www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net TVS TVS Electronics Limited ELECTRONICS Notice to the Shareholders RESOLVED THAT Mr Srini Nageshwar who retires by rotation and being eligible for re- NOTICE is hereby given that the sixteenth annual general meeting of the company will be held at appointment be and is hereby re-appointed as Music Academy, New No.168 (Old No. 306), a director of the company. T T K Road, Chennai - 600 014, on Wednesday, the 5th June 2002 at 10.30 A.M to transact the 6. To consider and if thought fit to pass with or following business: without modification the following resolution as an ordinary resolution: ORDINARY BUSINESS RESOLVED THAT the retiring auditors, 1. To consider and if thought fit to pass with or without modification the following resolution as M/s. Sundaram & Srinivasan, Chartered an ordinary resolution: Accountants, Chennai, be and are hereby re-appointed as auditors of this company to RESOLVED THAT the audited balance sheet as at 31s1 December, 2001 and the profit and hold office from the conclusion of this meeting loss account of the company for the year ended till the conclusion of the next Annual General on that date, together with the Directors' Report Meeting of the company on such remuneration and the Auditors' Report thereon as presented as may be fixed in this behalf by the Board of to the meeting be and the same are hereby Directors of the company. approved and adopted. 2. To consider and if thought fit to pass with or SPECIAL BUSINESS without modification the following resolution as an ordinary resolution: 7. To appoint Sri R R Nair as Director of the Company who retires under Section 260 of the RESOLVED THAT pursuant to the Companies Act, 1956 and to pass the following recommendation of the directors, dividend of 7.5% for the year ended 31st December 2001 resolution with or without modification as an amounting to Re 0.75 per share, absorbing a ordinary resolution. sum of Rs 127.69 lakhs be and is hereby RESOLVED THAT Sri R R Nair be and is declared on 1,70,25,318 equity shares of hereby appointed as a Director of the company Rs. 10 each fully paid up, and that the same liable to retire by rotation. be paid to the shareholders, whose names appear on the company's register of members th 8. To consider and if thought fit to pass with or on 29 May, 2002. without modification the following resolution as 3. To consider and if thought fit to pass with or an ordinary resolution: without modification the following resolution as an ordinary resolution: RESOLVED THAT subject to the provisions of Section 198, 269, 309 and 310 and other RESOLVED THAT Mr H Lakshmanan who applicable provisions, if any, of the Companies retires by rotation and being eligible for Act, 1956, read with Schedule XIII thereto, re-appointment be and is hereby the appointment of Mr Gopal Srinivasan as re-appointed as a director of the company. Whole-time Director for a period of 5 years with 4. To consider and if thought fit to pass with or effect from 5th December, 2001 without without modification the following resolution as remuneration be and is hereby approved. an ordinary resolution: RESOLVED THAT MrT K Balaji who retires by For and on behalf of the Board rotation and being eligible for re-appointment VEND SRINIVASAN be and is hereby re-appointed as a director of Registered Office: Chairman the company. "Jayalakshmi Estates" 5. To consider and if thought fit to pass with or New No.24, (Old No.8) without modification the following resolution as Haddows Road, Chennai 600 006 an ordinary resolution: 29th March, 2002 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net TVS Electronics Limited ISK--TI s 1 A member entitled to attend and vote at the Born on 14th August, 1933, Mr H Lakshmanan meeting is entitled to appoint one or more is a Company Executive with vast experience. proxies to attend and vote instead of himself He joined the TVS Group in 1953. He rose to and the proxy or proxies so appointed need the position of Executive Director of not be a member or members as the case M/s. Sundaram-Clayton Limited in 1982 and may be of the company. The instrument continues to hold the position. He has rich appointing the proxy and the power of experience and expertise and knowledge in attorney or other authority, if any, under areas such as banking, financing, HR related which it is signed or a notarialiy certified activities and Business Administration.