The directors have pleasure in presenting the twenty-second annual
report and the audited accounts for the year ended 31st March 2014.
1. COMPANY PERFORMANCE
Despite a challenging macroeconomic environment and intense
competitive landscape, the Company sold 19.9 lakh two wheelers in line
with last year. Motorcycle sales increased by 4% and scooters by 6%.
Moped sales marginally declined mainly due to poor monsoon and decline
of two wheeler sales in Tamilnadu. Three-wheeler sales of the Company
increased by 63% in 2013-14. Sale of spare parts grew by 18%.
TVS Jupiter, the newly launched scooter bagged seven awards acclaiming
its superiority over competitive products.
The Company''s total revenue including other income increased to
Rs.7,992.06 Cr in the current year from Rs.7,193.09 Cr in the previous
year. Profit before tax and exceptional items (PBT) for the year
2013-14 significantly increased to Rs.351.26 Cr compared to Rs.254.42
Cr of the previous year. Similarly Profit after tax (PAT) for the year
2013-14 increased to Rs.261.63 Cr from Rs.116.02 Cr of the previous
year, after taking into account the extra-ordinary and exceptional
2. FINANCIAL HIGHLIGHTS
Year ended Year ended
Details 31-03-2014 31-03-2013
Quantitative (Numbers in lakhs)
Motorcycles 7.86 7.56
Mopeds 7.33 7.93
Scooters 4.74 4.46
Three Wheelers 0.80 0.49
Total vehicles sold 20.73 20.44
Financials (Rupees in crores)
Motorcycles 3061.41 2794.98
Mopeds 1470.23 1547.07
Scooters 1609.77 1441.54
Spares & Accessories and
Raw Materials 947.34 845.95
Three Wheelers 768.95 440.11
Other Operating Income 104.15 99.60
Other Income 30.21 23.84
Sales (Net of Excise duty) &
other income 7992.06 7193.09
(Rupees in crores)
EBITDA 531.95 460.62
Finance charges &
Interest (Gross) 25.40 48.04
Amortisation 23.64 27.75
Depreciation 131.65 130.41
Profit before tax and
exceptional items 351.26 254.42
Exceptional items (2.81) (91.63)
Profit before tax after
exceptional items 348.45 162.79
Extraordinary item 4.09 0.79
Profit before tax after
extraordinary item 352.54 163.58
Provision for tax 90.91 47.56
Profit for the year after tax 261.63 116.02
Balance in Statement of Profit
& Loss 323.81 284.90
Profit available for
appropriation 585.44 400.92
Dividend and Dividend
Distribution Tax 77.52 65.51
Transfer to General Reserve 26.16 11.60
Surplus carried forward 481.76 323.81
The board of directors (the board) at their meeting held on 25th
October 2013, declared a first interim dividend of Re.0.65 per share
(65%) for the year 2013-14 absorbing a sum of Rs.36.13 Cr including
dividend distribution tax. The same was paid to the shareholders on 5th
The board at its meeting held on 29th April 2014 declared a second
interim dividend of Re.0.75 per share (75%) for the year 2013-14
absorbing a sum of Rs.41.19 Cr including dividend distribution tax. The
same will be paid to the shareholders on or after 9th May 2014. Hence,
the total amount of dividend including the second interim dividend
payable, for the year ended 31st March 2014 will aggregate to Rs.1.40
per share (140%) on 47,50,87,114 equity shares of Re.1/- each.
The board does not recommend any further dividend for the year under
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
INDUSTRY STRUCTURE AND DEVELOPMENTS
Two wheeler industry continued to grow below the long term trend. The
industry recovered marginally to 7% in 2013-14 from a low growth of 2%
Macro economic environment continued to remain weak. Depressed
economic sentiments coupled with high price levels and poor income
growth continued to affect the industry.
Industry sales of two wheelers (Domestic plus Export)
Motorcycles continued with the low growth phase of last year and grew
at 4% (124.6 lakh numbers) from a low of 0.1% (119.5 lakh numbers) in
2012-13. Propelled by new launches and favourable customer preferences,
growth in scooters was high at 23% (36.9 lakh numbers) from 14% (30.14
lakh numbers). Scooters as a category continued to gain share from
motorcycles in the total two wheeler industry. Mopeds declined by 8%
over last year.
Industry sales of three wheelers (Domestic plus Export)
The petrol passenger three wheeler industry (3 plus 1 segment)
increased by 5% during 2013-14 to 4.55 lakh units. This was mainly due
to 17% increase in exports (from 3.00 lakhs in 2012-13 to 3.51 lakhs in
2013-14). Domestic sales declined by 23% (from 1.35 lakhs in 2012-13 to
1.04 lakhs in 2013-14) as new permits were not released by the State
BUSINESS OUTLOOK AND OVERVIEW
Low growth of GDP is expected to continue. Uncertain monsoon is an
added concern. Inflation and consumer sentiments do not induce great
confidence either. Added to this, geo-political uncertainty in parts of
Asia and Europe may affect commodity prices. Consequently the Company
expects modest growth for the two wheeler industry during the year
New Product Launches and Initiatives:
During the year 2013-14, the following new products and variants were
TVS Sport that stands for style and mileage was introduced in a new
colour called Indigo Streak. In November 2013, Econometer was
introduced in TVS Sport, which gave the rider extra control for fuel
efficient riding. TVS Sport is the first motorcycle to have it in the
TVS Phoenix 125:
TVS Phoenix was introduced in a stunning new Dual Tone Alpine White
Color with Stylish Graphics. The new colour of TVS Phoenix is
complemented by fully digital speedometer, backlit in premium amber, a
digital fuel gauge, low battery reminder, trip meter, service reminder,
soft touch grips and soft touch switch gears. Features like aircraft
inspired decals, roto petal disc brakes, LED pilot lamp, all black
engine, alloy wheels and stitched dual texture high density comfort
cushion seat with premium upholstery increase the style quotient of the
In October 2013, TVS Apache RTR 160 that stands for high performance
was redesigned to race in five new monotone colours - White, Red,
Yellow, Black and Titanium- Grey. Racing Stripes running over pure bled
colors make this full bodied track prodigy look more Athletic and
Aerodynamic. Its linear and minimalistic design defines the hard
angles, sculpted lines and muscular build.
TVS Jupiter was launched in September 2013 with next generation 110cc
CVT-i Engine, best-in-class mileage and many class-leading features.
With TVS Jupiter, riding comfort of scooters enters a new dimension.
This innovative mobility embodies a combination of class-leading
features and style unprecedented in the two-wheeler segment. Its
superior vehicle design and ergonomics make it a scooter which gives
you ''more'' in every aspect. TVS Jupiter comes with 15 class- leading
features, 5 out of these are unique to TVS. It is a reliable,
contemporary looking scooter with a masculine form highlighted by
stylish body panels. With the launch of TVS Jupiter, the Company marked
its entry into the male segment. And now the Company can leverage a
complete scooter portfolio. TVS Jupiter became the most awarded scooter
ever with 7 awards viz., Viewers Choice Two Wheeler of the Year &
Scooter of the Year by NDTV Car and Bike, Scooter of the Year by Bike
India, Top Gear, DNA and Motoring.
Two wheeler operations: Domestic
Category shift from motorcycles to scooters continued in 2013-14 also,
bringing more male buyers into the category. The shift in the scooter
consumer preferences towards bigger scooters resulted in drop of TVS
Scooty sales. Launch of TVS Jupiter has addressed this issue. Overall
sales of scooters in the domestic market increased by 6%.
Motorcycle sales marginally increased during the year. The scenario is
expected to improve further in 2014-15 due to launch of new StaR City .
The Company''s products are distributed through network of authorized
dealers across India. The Company has strong distribution network in
the 2W industry and it continuously seeks to increase its distribution
The Company''s two wheeler exports increased by 14% in 2013-14 due to
demand expansion, better product mix and improvement in distribution
network in some major export markets.
Tie-up with BMW Motorrad
The Company entered into a long-term ''co-operation agreement'' with BMW
Motorrad. This agreement inter alia is to source technological know-how
for jointly developing and producing high-end motorcycles, that will
cater to the segment below 500 cc. Program of the project is on
Three wheeler operations
Sale of three wheelers grew by 63%. The Company will consolidate the
gains during 2014-15. Three Wheeler diesel version was test marketed
during 2013-14. The results are satisfactory and will be rolled out
Opportunities and Threats
Even though Indian economy has been experiencing a slow growth phase,
the long term prospects for 2W industry continue to be attractive.
A slew of new launches of motorcycles and scooters in 2014-15 are
expected to further strengthen the presence of the Company in
motorcycles category and consolidate its position in scooter category.
RISKS AND CONCERNS
Revival of economic reforms and good monsoon are essential for recovery
in economic growth and improved consumer sentiment. The success of
planned launches in the motorcycle and scooter category and
consolidation of Jupiter achieving steady state sales are important to
maintain the momentum for the Company.
Total Quality Management (TQM)
In continuation of the TQM journey so far, the Company continues to
spread this message across the organization. In line with continuous
improvement, more than 150 employees have been certified for TQM
problem solving process. This helped to complete 310 projects during
the last year.
During 2013-14, while Total Employee Involvement (TEI) was at 100%,
more than 1,450 projects were implemented across Quality, Cost and
Delivery by Quality Control Circle teams. Quality of suggestions
improved by 25% over the last year and overall implemented suggestions
stood at 60 per employee. These achievements were recognized by INSSAN
(Indian National Suggestion Scheme Association) and awarded Excellence
in Suggestion Scheme at national level in this segment.
Total cost management is a continuous journey and the Company manages
the same through deployment of costs to users. The Company will
continue to pursue value engineering and alternate sourcing to reduce
material costs during this year.
Research and Development
The Company''s strong Research and Development (R&D) team is
continuously working towards design and development of exciting new
products for our customers. Aided by modern CAD / CAE resources and
state-of-art facilities for engine and vehicle design, development and
testing, Noise, Vibration and Harshness (NVH) measurements, R&D
constantly develops new and innovative features. R&D team is also
working on the development of fuel-efficient and environment friendly
technologies. The Company also collaborates with leading research
laboratories and educational institutions for developing future
In 2013-14, the R&D team delivered a new Scooter ''TVS Jupiter'' with
stunning style, class leading mileage and many first in class features.
TVS Jupiter has become the ''Most Awarded'' scooter, recognised as class
leading by all major auto magazines. Further, the R&D team has
successfully delivered a motorcycle specifically tailored for African
The R&D team has so far published 86 technical papers in national and
The Company has been using ERP for integrating its various business
processes within the Company and its business partners. The Company
continued to implement several projects in supply chain to improve its
efficiency and transparency. Data acquisition systems have been
provided in the shop floor to improve overall equipment effectiveness.
A digital framework for measuring customer satisfaction and related
actions to improve the customer satisfaction have been implemented.
As part of continuous improvement and to enhance information security,
periodical audits are conducted by experts and control measures are
taken. During the year, the Company enhanced the scope of ISO
27001:2005 certification and got it re-certified. Business continuity
plan for major business critical applications has been implemented.
INTERNAL CONTROL AND THEIR ADEQUACY
The Company has a proper and adequate internal control system to ensure
that all the assets of the Company are safeguarded and protected
against any loss and that all the transactions are properly authorized
and recorded. Information provided to management is reliable and
timely and statutory obligations are adhered to.
Occupational Health & Safety (OHS)
The Company has won the First prize in State Safety Awards for
longest accident free period from the Government of Tamil Nadu. The
Company also obtained re-certification for continual improvement in
Occupation Health Safety System through implementation of
Apart from ''on the job'' safety, ''off the job'' safety was also focused
regularly through various road safety campaigns and education.
HUMAN RESOURCE DEVELOPMENT
Human resource development framework has its constituents as Employee
engagement, Resourcing, Performance & Compensation management,
Competency based development, Career & succession planning and
Organisation building. Each of these constituents has a structured
approach and processes to deliver consistent results.
Leadership development continues to be one of the key initiatives of
the Company. Through a structured talent review process, leadership
development to identified talents through job rotation, challenging
project assignments and exposure to globally acclaimed programs are
taken up on a regular basis.
The Company continues to maintain its record of good industrial
relations without any interruption in work. As on 31st March 2014, the
Company had 4,684 employees on its rolls.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board at its meeting held on 25th October 2013, constituted a
Corporate Social Responsibility Committee with Mr Venu Srinivasan as
the Chairman of the Committee, Mr Prince Asirvatham and Mr H Lakshmanan
CSR activities have already been textured into the Company''s value
system through Srinivasan Services Trust (SST), established by the
group companies in 1996 with the vision of building self-reliant rural
SST over 18 years of service, has played a pivotal role in changing
lives of people in rural India by creating self-reliant communities
that are models of sustainable development.
At present, SST is working in 2,501 villages spread across Tamil Nadu,
Karnataka, Maharashtra, Himachal Pradesh and Andhra Pradesh. Its major
focus areas are - Economic development, Health care, Quality education,
Environment and Infrastructure. Its significant achievements are:
- Through partnership with the community, over 5,300 Self Help Groups
(SHG) were formed.
- 100% enrolment in schools, 0% drop-outs, 93% students pursue higher
studies and over 60,145 adult women were made literate.
- Illiteracy amongst women reduced from 47% to 12%.
- 1,75,205 hectares under afforestation.
- 12,938 hectares covered for soil and water conservation.
- Proper solid and liquid waste management practices adopted in 1,418
- SHG members have a group saving of Rs.25.57 Cr.
- Over 1,47,136 of the families living in these villages have a monthly
income of around Rs.15,000/- per family.
- 1,296 villages have access to safe drinking water.
- Enriching 2,501 villages across 5 states. Creating the most effective
synergies for socio-economic development in India.
Statements in the management discussion and analysis report describing
the Company''s objectives, projections, estimates and expectations may
be forward looking statements within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that could make a
difference to the Company''s operations include, among others, economic
conditions affecting demand/supply and price conditions in the domestic
and overseas market in which the Company operates, changes in the
government regulations, tax laws and other statutes and incidental
5. SUBSIDIARY COMPANIES
The following are the subsidiaries of the Company:
1. Sundaram Auto Components Limited
2. TVS Housing Limited
3. TVS Motor Company (Europe) B.V.
4. TVS Motor (Singapore) Pte. Limited
5. PT. TVS Motor Company Indonesia
6. Sundaram Business Development Consulting (Shanghai) Company Limited
The Company has disinvested 7,35,00,000 equity shares of Rs.10/- each
of TVS Energy Limited (TVS Energy), constituting 90.46% of paid up
capital in TVS Energy to and in favour of Green Infra Limited (GIL),
Consequently, TVS Energy and its two subsidiaries, namely TVS Wind
Energy Limited and TVS Wind Power Limited, ceased to be subsidiaries of
the Company, effective at the close of business hours of 16th August
The Company continues to hold the required percentage of equity shares
of Green Infra BTV Limited (name changed from TVS Energy Limited) for
the purpose of fulfilling the norms of captive consumption.
6. PERFORMANCE OF SUBSIDIARIES
PT.TVS Motor Company Indonesia (PT TVS)
During 2013-14, PT TVS sold 19,200 vehicles registering a growth of 3%
as against 18,600 vehicles sold last year. While its domestic sales
grew by 12%, the exports were lower by 3%. During the year, PT TVS
exported 10,300 two wheelers.
The Indonesian motorcycle industry grew by 9% during the year. While
bebek category continued to decline by 11%, the Skubek category which
offers greater convenience and imagery over the bebeks, continued its
growth at 12% and now accounts for 63% of the total two wheeler market.
During the year, PT TVS launched its first skubek model TVS Dazz which
was well received in the market and has sold more than 5,000 vehicles
During the year, PT TVS plans to launch a new 125cc sports motorcycle
and a new 125cc superior Skubek which will further enhance the image of
PT TVS. The launch of Skubek ensured PT TVS has complete range of two
wheelers and will increase the dealer network and improve tie up with
retail finance companies.
PT TVS continued its focus on exports and exported more than 10,000
units. During the year under review, PT TVS successfully made an entry
into Myanmar market and plans to expand its presence in new markets
like Laos, Cambodia, Malaysia and Turkey in the current year apart from
improving its presence in the existing markets.
TVS Motor Company (Europe) B.V (TVSM Europe)
TVSM Europe has assigned all the assets and liabilities to an another
wholly owned subsidiary of the Company viz., TVS Motor (Singapore) Pte
Limited on 31st March 2014 as a part of closure of its operations.
Accordingly a provision for diminution in the value of investment of
Rs.33.09 Cr (last year Rs.91.63 Cr) has also been provided for in the
books of the Company for winding up TVSM Europe.
Sundaram Auto Components Limited (SACL)
During the year, SACL achieved a turnover of Rs.292 Cr in Plastics
component business. SACL earned a profit after tax of Rs.10.71 Cr
during the year 2013-14.
Focused improvement in energy saving and material productivity resulted
in improvement in contribution compared to previous year. During the
year, SACL also produced 78 new parts for various customers.
SACL was awarded the Best Supplier Kaizen award by L&T for the year
2013-14. During the year, SACL increased its customer base with new
business for producing air bag covers, fuel filters and other interior
parts for four wheelers.
SACL declared an interim dividend of Rs.2.50 per share (25%) of face
value of Rs.10/- each for the year ended 31st March 2014.
Investment in subsidiaries
During the year under review, the Company has made an additional
investment of Rs.49.82 Cr in Class B shares viz., non-cumulative,
non-convertible and redeemable preference shares of PT TVS. The Company
has also made investment of Rs.0.44 Cr in equity capital of Sundaram
Business Development Consulting (Shanghai) Company Limited.
7. CONSOLIDATED FINANCIAL STATEMENTS
As required under the Listing Agreement with the Stock Exchanges, the
consolidated financial statements of the Company are attached.
The Ministry of Corporate Affairs (MCA) vide its circular No. 2 in file
No. 51/12/2007-CL-III dated 8th February 2011 has granted general
exemption from attaching annual reports of subsidiaries along with the
annual report of the holding companies without seeking any approval of
the Central Government, subject to the conditions laid down therein.
The board of directors, at their meeting held on 29th April 2014,
passed necessary resolution confirming compliance with all the
conditions enabling the circulation of annual report of the Company
without attaching all the documents, referred to in Section 212(1) of
the Companies Act, 1956, of the subsidiary companies to the
shareholders of the Company.
The annual accounts, reports and other documents of the subsidiary
companies will be made available to the stakeholders, on receipt of a
request from them, at the registered office of the Company during the
business hours on any working day of the Company. If any member or
investor wishes to inspect the same, it will be available during the
business hours of any working day of the Company.
A statement giving the following information in aggregate of each
subsidiary including its subsidiaries consisting of (a) capital (b)
reserves (c) total assets (d) total liabilities (e) details of
investment (except in case of investment in the subsidiaries) (f)
turnover (g) profit before taxation (h) provision for taxation (i)
profit after taxation and (j) proposed dividend has been attached with
the consolidated balance sheet of the Company in compliance with the
conditions of the said circular issued by MCA.
A statement referred to in Clause (e) of sub-section 1 of Section 212
of the Act disclosing the Company''s interest in subsidiaries and other
information as required is also attached.
Mr K S Bajpai has been serving on the board since January 2003. During
his tenure of office, he has made distinct and immense contribution to
the deliberations of the meetings of the board in general and for the
growth of the Company in particular.
He is liable to retire by rotation in the AGM and is due for
re-appointment, in terms of the erstwhile provisions of the Companies
He has expressed his desire not to offer himself for appointment, owing
to his health conditions. The board does not propose to fill the
vacancy arising from the retirement of Mr K S Bajpai.
The board does hereby record its deep sense of appreciation for the
valuable services rendered by him during his tenure.
During the year, the Ministry of Corporate Affairs (MCA) has notified
majority of the provisions inter alia provisions relating to selection,
manner of appointment, roles, functions, duties, re-appointment of
independent directors (IDs) and the relevant rules under the Companies
Act, 2013 (the Act 2013) and made them effective 1st April 2014.
The existing composition of the Company''s board is fully in conformity
with the applicable provisions of the Act 2013 and Clause 49 of the
Listing Agreement having the following directors as non-executive IDs,
namely M/s T Kannan, C R Dua, Prince Asirvatham and Hemant Krishan
The board also recommends the appointment of Mr R Ramakrishnan, who has
been associated with the Company since 2009, as independent director of
the Company, since he meets the criteria of independence, in terms of
the requirements of relevant provisions under the Act 2013. On
appointment as independent director by the shareholders of the Company,
he will cease to be a non- independent director of the Company.
In terms of the provisions of Section 149(10) read with Section 149(5)
of the Act 2013, IDs are eligible to hold office for a term up to five
consecutive years on the board and eligible for re-appointment for the
second term on passing special resolutions by the Company. During the
period, they will not be liable to ''retire by rotation'' as per the
provisions of Sections 150(2), 152(2) read with Schedule IV to the Act
It is, therefore, proposed to appoint them as IDs for a consecutive
period of five years at the AGM. Necessary declarations have been
obtained from them, as envisaged under the Act 2013.
Both the Nomination and Remuneration Committee and the board also
ensured that their appointments as IDs are in compliance with the
requirements under the relevant statutes and that there were
appropriate balance of skills, experience and knowledge in the board,
so as to enable the board to discharge its functions and duties
Notices in writing signifying the intention to offer their candidatures
as IDs of the Company along with the requisite deposit have been
received from members of the Company in terms of Section 160 of the Act
In terms of the provisions of sub-section (6) read with explanation to
Section 152 of the Act 2013, two-third of the total number of directors
i.e., excluding IDs, are liable to retire by rotation and out of which,
one-third is liable to retire by rotation at every annual general
Mr H Lakshmanan, director of the Company, is, therefore, liable to
retire by rotation, at the ensuing AGM, and being eligible, offers
himself for re-appointment.
The brief resume of these directors proposed to be appointed and
re-appointed and other relevant information have been furnished in the
Notice convening the AGM. Appropriate resolutions for their appointment
/ re-appointment are being placed for approval of the members at the
The board, therefore, recommends their appointment / re-appointment as
directors of the Company.
The Company, in terms of Section 139 (1) and (2) of the Act 2013, is
required to appoint statutory auditors for a term of five consecutive
years i.e., till the conclusion of sixth annual general meeting and
ratify their appointment, during the period, in every annual general
meeting by an ordinary resolution.
The period for which any firm has held office as auditor prior to the
commencement of the Act 2013 will be taken into account for calculating
the period of five consecutive years, as per the fourth proviso to
Section 139(2) of the Act 2013 read with Rule 6(3) of the Companies
(Audit and Auditors) Rules, 2014.
M/s. V. Sankar Aiyar & Co., Chartered Accountants, Mumbai, who were
earlier appointed as statutory auditors of the Company, at the annual
general meeting held on 19th July 2013, are eligible to be appointed
for the remaining period of four years out of the first term of five
consecutive years in terms of the Act 2013.
The Company has obtained necessary certificate under Section 141of the
Act 2013 from the auditor conveying their eligibility for the above
appointment. The audit committee and board reviewed their eligibility
criteria, as laid down under Section 141 of the Act 2013 and
recommended their appointment as auditors for the aforesaid period.
As required under the Companies (Cost Accounting Records) Rules 2011,
the Company filed the Cost Audit Report along with Cost Compliance
Report for the financial year 2012-13 in XBRL format.
The board subject to the approval of the Central Government, has
re-appointed Mr A N Raman, practising cost accountant, holding
Membership No.5359, allotted by The Institute of Cost Accountants of
India, as Cost Auditor for conducting the Cost Audit for the financial
year 2014-15. The audit committee recommended his appointment and
remuneration subject to the compliance of all the requirements as
stipulated in circular no.15/2011 dated 11th April 2011 issued by the
The Company has also received necessary certificate under Section 141
of the Act 2013 conveying his eligibility for re-appointment. The
remuneration fixed by the board, based on the recommendation of the
audit committee is required to be ratified by the members at the AGM as
per the requirement of Section 148(3) of the Act 2013.
As required under Section 204 of the Act 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Company is required to appoint a Secretarial Auditor for auditing the
secretarial and related records of the Company and to provide a report
in this regard.
Accordingly, M/s S Krishnamurthy & Co., Company Secretaries, Chennai
have been appointed as Secretarial Auditors for carrying out the
secretarial audit for the financial year 2014-15 for attaching their
report with the Board''s report to the shareholders.
The Company has been practicing the principles of good corporate
governance over the years and lays strong emphasis on transparency,
accountability and integrity.
A separate section on Corporate Governance and a certificate from the
statutory auditors of the Company regarding compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement(s) with the Stock Exchange(s) form part of this Annual
The chairman and managing director and the executive vice president -
finance of the Company have certified to the board on financial
statements and other matters in accordance with Clause 49 (V) of the
Listing Agreement pertaining to CEO/CFO certification for the financial
year ended 31st March 2014.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
As per the requirements of Section 217(1)(e) of the Companies Act, 1956
(the Act) read with the Companies (Disclosure of particulars in the
report of board of directors) Rules 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are given in Annexure I to this report.
Particulars of employees
The particulars required pursuant to Section 217(2A) of the Act read
with the Companies (Particulars of Employees) Rules, 1975 as amended,
are given in Annexure II to this report. However, in terms of the
provisions of Section 219(1)(b)(iv) of the Act, the Directors'' Report
(excluding Annexure II) is being sent to all the shareholders of the
Company. Any shareholder interested in obtaining a copy of the said
annexure may write to the Company Secretary at the registered office of
The Company has not accepted any deposit from the public within the
meaning of Section 58A of the Act, for the year ended 31st March 2014.
Directors'' Responsibility Statement
In accordance with the provisions of Section 217(2AA) of the Act, with
respect to Directors'' Responsibility Statement, it is hereby stated -
i. that in the preparation of annual accounts for the financial year
ended 31st March 2014, the applicable Accounting Standards had been
followed and that there were no material departures;
ii. that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review;
iii. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
iv. that the directors had prepared the accounts for the financial year
ended 31st March 2014 on a going concern basis.
The directors gratefully acknowledge the continued support and
co-operation received from the holding Company i.e., Sundaram-Clayton
Limited, Chennai. The directors thank the bankers, investing
institutions, customers, dealers, vendors and sub-contractors for their
valuable support and assistance.
The directors wish to place on record their appreciation of the very
good work done by all the employees of the Company during the year
The directors also thank the investors for their continued faith in the
For and on behalf of the Board
Bengaluru VENU SRINIVASAN
29th April 2014 Chairman