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TVS Motor Company
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Download Annual Report PDF Format 2015 | 2014 | 2013 | 2012 | 2011
Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 The directors have pleasure in presenting the twenty-third annual
 report and the audited accounts for the year ended 31st March, 2015.
 
 1. COMPANY PERFORMANCE
 
 The Company achieved higher than the industry growth in 2014-15,
 registering sales of 24.1 lakh two wheelers, growing by 20.9% over last
 year. Sale of Motorcycles increased by 21% and scooters by 47.7%. Moped
 sales grew at a modest 3.6%. Three-wheeler sales of the Company
 increased by 35% in 2014-15. Sales of spare parts grew by 19.7%. This
 performance was achieved despite a challenging year characterized by
 slow economic activity, successive crop failures and severe competitive
 intensity.
 
 TVS Jupiter, StaR City , Scooty Zest and Apache won several national
 and international awards clearly signaling a very strong customer
 acceptance and strong portfolio.
 
 Total revenue of the Company including other income increased from
 Rs.7,996.15 Cr in the previous year to Rs.10,130.83 Cr in the current
 year. Profit before tax (PBT) for the year 2014-15 increased
 significantly to Rs.456.16 Cr from Rs. 352.54 Cr in the previous year.
 Similarly Profit After Tax increased from Rs.261.63 Cr achieved in the
 previous year after considering the exceptional items to Rs.347.83 Cr
 in 2014-15.
 
 2. FINANCIAL HIGHLIGHTS
 
                                            Year ended        Year ended 
 Details                                    31-03-2015        31-03-2014
 
 SALES
 Quantitative                                        (Numbers in lakhs)
 
 Motorcycles                                     9.51              7.86
 
 Mopeds                                          7.59              7.33
 
 Scooters                                        7.00              4.74
 
 Three Wheelers                                  1.08              0.80
 
 Total vehicles sold                            25.18             20.73
 
 Financials                                          (Rupees in crores)
 
 Motorcycles                                  3815.09           3061.41
 
 Mopeds                                       1553.20           1470.23
 
 Scooters                                     2433.07           1609.77
 
 Spares & Accessories and
 
 Raw Materials                                1095.27            947.34
 
 Three Wheelers                               1023.51            768.95
 
 Other Operating Income                        178.08            108.24
 
 Other Income                                   32.61             30.21
 
 Sales (Net of Excise duty) &
 
 other income                                10130.83           7996.15
 
                                                     (Rupees in crores)
 
 EBITDA                                        668.91            536.04
 
 Finance Charges &
 Interest (Gross)                               27.42             25.40
 
 Amortisation                                   32.00             23.64
 
 Depreciation                                  153.33            131.65
 
 Profit before tax before
 exceptional items                             456.16            355.35
 
 Exceptional items                                  -            (2.81)
 
 Profit before tax after
 exceptional items                             456.16            352.54
 
 Provision for Tax                             108.33             90.91
 
 Profit for the year after tax                 347.83            261.63
 
 Balance in Statement of
 Profit and Loss                               481.76            323.81
 
 Profit available for appropriation            829.59            585.44
 
 Appropriations:
 
 Dividend and Dividend
 
 Distribution Tax                              107.51             77.52
 
 Transfer to General Reserve                        -             26.16
 
 Surplus carried forward                       722.08            481.76
 
                                               829.59            585.44
 
 3. DIVIDEND
 
 The board of directors of the Company (the board), at their meeting
 held on 3rd February, 2015, declared a first interim dividend of
 Re.0.75 per share (75%) for the year 2014-15 absorbing a sum of
 Rs.41.95 Cr including dividend distribution tax. The same was paid to
 the shareholders on 13th February 2015.
 
 The board at its meeting held on 29th April, 2015 declared a second
 interim dividend of Rs.1.15 per share (115%) for the year 2014-15
 absorbing a sum of Rs. 65.56 Cr including dividend distribution tax.
 The same will be paid to the shareholders on or after 9th May, 2015.
 Hence, the total amount of dividend including the second interim
 dividend payable, for the year ended 31st March, 2015 will aggregate to
 Rs.1.90 per share ( 190%) on 47,50,87,114 Equity Shares of Re.1/- each.
 
 The board does not recommend any further dividend for the year under
 consideration.
 
 5. DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of Section 134(5) of the Act 2013,
 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, 2015, 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 2013, for safeguarding the assets of the Company
 and for preventing and detecting fraud and other irregularities;
 
 iv. that the directors had prepared the accounts for the financial year
 ended 31st March, 2015 on a going concern basis;
 
 v. that the directors had laid down internal financial controls to be
 followed by the Company and that such internal financial controls are
 adequate and were operating effectively; and
 
 vi. the directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 6. CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 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
 community.
 
 SST, the CSR arm of the Company, was established in 1996. Over 19 years
 of service, SST has played a pivotal role in changing lives of people
 in many villages in rural India by creating self-reliant communities
 that are models of sustainable development.
 
 The Company is eligible to spend on their ongoing projects / programs,
 falling within the CSR activities specified under the Act 2013, as
 mandated by the Ministry of Corporate Affairs for carrying out the CSR
 activities.
 
 The CSR Committee formulated and recommended a CSR policy in terms of
 Section 135 of the Act 2013 along with a list of projects / programmes
 to be undertaken for CSR spending in accordance with the Companies
 (Corporate Social Responsibility Policy) Rules, 2014.
 
 Based on the recommendations of the CSR Committee, the board has
 approved the projects / programs carried out as CSR activities by the
 following non-profitable organizations having a track record of more
 than the prescribed years in undertaking similar programmes / projects,
 constituting more than 2% of average net profits, for the immediate
 past three financial years, towards CSR spending for the current
 financial year 2014-2015.
 
 S.No. Name of the Trust                                Amount spent
                                                        (Rs in Lakhs)
 
 1     Srinivasan Services Trust                            515.00
 
 2     Sri Sathya Sai Loka Seva Trust                       125.00
 
       Total                                                640.00
 
 Presently, 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.
 
 Of the 2,501 villages, 1,573 villages (11,69,104 population and
 2,51,234 families) have been funded by the Company over the years.
 
 Achievements in 1,573 villages are:
 
 Economic development:
 
 - 1,44,800 families living in these villages have a monthly income of
 above Rs.15,000/-. They have financial security.
 
 - 1244 farmers groups have been formed with 22,109 members.
 
 - 1,01,834 farmers owning 1,17,089 hectares have increased the yields
 higher than the state average of the crops by 15%.
 
 - 1,03,000 families earn more than Rs 3,500/- per month through
 livestock.
 
 Women empowerment:
 
 - Formed 5,091 Self Help Groups. These groups have 79,373 women as
 members.
 
 - Of the 79,373 members, 71,774 members are in income generation
 activities. They earn a minimum additional income of Rs. 2500/- per
 month.
 
 Health care:
 
 - 23,009 children in the age group below 5 are not malnourished.
 
 - 1,21,288 women are not anaemic any more.
 
 - 75,749 additional households have access to toilet facilities (from
 71,851 to 1,47,600)
 
 - The morbidity percentage reduced from 17% to 5%.
 
 - Enrolment in anganwadis increased from 86% to 100% and attendance
 is 99%.
 
 - 691 anganwadis have met all the Integrated Child Development
 Services Scheme (ICDS) standards.
 
 - 88% involvement of mother volunteers in the functioning of
 anganwadis. They volunteer their time to ensure proper functioning.
 
 Quality education:
 
 - 100% enrolment of children in schools. There are no drop outs in
 the schools.
 
 - Number of percentage of slow learners reduced in schools from 27%
 to 14 %
 
 - Out of 747 schools, 503 schools are now model schools.
 
 - 50,354 illiterate women out of 65,042 have been made literates.
 
 Environment and Infrastructure:
 
 - 1,39,280 households dispose solid waste through individual and
 common compost pits. 83 tons of vermi compost generated per month from
 wastes.
 
 - Sewage water from 1,41,186 households disposed through soak pits,
 kitchen gardens and drain.
 
 - Safe drinking water is available to 704 villages.
 
 Community takes care of their development needs. 2,484 social leaders
 are active in this effort.
 
 As required under Section 135 of the Act 2013 read with Rule 8 of the
 Companies (Corporate Social Responsibility Policy) Rules, 2014, the
 annual report on CSR containing the particulars of the projects /
 programmes approved and recommended by CSR Committee and approved by
 the board for the financial year 2014-15 are given by way of Annexure
 IV attached to this Report.
 
 7. FINANCIAL PERFORMANCE & POSITION OF SUBSIDIARIES & ASSOCIATE
 COMPANIES
 
 The following companies and bodies corporate are the
 subsidiaries/associates of the Company:
 
 Subsidiaries
 
 - Sundaram Auto Components Limited, Chennai;
 
 - TVS Housing Limited, Chennai;
 
 - PT. TVS Motor Company Indonesia, Jakarta;
 
 - TVS Motor Company (Europe) B.V., Amsterdam;
 
 - TVS Motor (Singapore) Pte. Limited, Singapore; and
 
 - Sundaram Business Development Consulting (Shanghai) Company Limited,
 Shanghai.
 
 Associates
 
 - Emerald Haven Realty Limited, Chennai; and
 
 - Green Infra Wind Energy Theni Limited, New Delhi.
 
 Sundaram Auto Components Limited (SACL)
 
 During the year, SACL, a wholly owned subsidiary of the Company,
 achieved a turnover of Rs.415 Cr in Plastics component business. SACL
 earned a profit after tax of Rs.25.32 Cr during the year 2014-15.
 
 SACL was awarded the best supplier System Rating by Visteon CCS for
 the year 2014-15. During the year, SACL secured new businesses for
 manufacture of exterior painted parts and assemblies, safety critical
 air bag cover parts, interior assemblies and Heating, Ventilating and
 Air-Conditioning (HVAC) parts.
 
 During the year, SACL productionized 140 new parts for various
 customers.
 
 SACL on 28th January, 2015, declared an interim dividend of Rs.3.50 per
 share (35%) for the year 2014-15 absorbing a sum of Rs.485.10 lakhs
 including dividend distribution tax.
 
 SACL on 23rd April, 2015 recommended a final dividend of Rs.2.50 per
 share (25%) for the year 2014-15, for approval of shareholders,
 absorbing a sum of Rs.346.49 lakhs including dividend distribution tax.
 
 Hence, the total amount of dividend including the final dividend
 recommended, for the year ended 31st March, 2015 will aggregate to Rs.6
 per share (60%) on 1,15,50,000 equity shares of Rs.10/- each absorbing
 a sum of Rs.831.59 lakhs including dividend distribution tax.
 
 TVS Housing Limited (TVSH) /
 
 Emerald Haven Realty Limited (EHRL)
 
 During the year, TVSH has successfully completed phase 1 of the
 projects at its Nedungundram land at Chennai.
 
 EHRL is the developer of the Nedungundram project of TVSH.
 
 Construction of apartments have been completed and will be handed over
 to the buyers by June 2015. In Phase 2 of the Nedungundram project,
 villas are being developed and will be completed by June 2016.
 
 PT.TVS Motor Company Indonesia (PT TVS)
 
 During the year, motorcycle industry in Indonesia declined by 3%. The
 decline was more pronounced in the last quarter of the financial year
 when the industry plunged by 17% due to weak consumer sentiments
 arising out of poor commodity prices and the credit squeeze on hire
 purchase. The scooter category grew by 6% triggered by new product
 launches to end the year with a share of 70%. The sports motorcycle
 category and bebek category declined by 10% and 25% respectively.
 
 PT TVS introduced two variants of 125cc sports motorcycle designed for
 specific customer segment during the later part of the year. During
 2014-15, PT TVS sold 23,300 vehicles as against 19,200 vehicles sold
 during 2013-14, thereby registering a growth of 21%. While the domestic
 sales remained flat, exports grew by 40%. PT TVS continued its focus on
 exports and exported more than 14,000 units to ASEAN, Middle East and
 African countries.
 
 During 2014-15, the loss at EBITDA level was marginally lower at USD 8
 Mn compared to loss of USD 9 Mn recorded during 2013-14. During
 2015-16, PT TVS plans to launch a new 200cc sports motorcycle and a new
 variant of its 110cc Dazz scooter with fuel injection system.
 
 During the year under review, the Company has made an additional
 investment of USD 4 Mn in 4,00,000 ordinary shares of USD 10 each
 (Rs.24.92 Cr) in PT TVS.
 
 TVS Motor Company (Europe) B.V &
 
 TVS Motor (Singapore) Pte. Ltd
 
 The Company had earlier incorporated both these entities with a view to
 serve as special purpose vehicles for making and protecting the
 investments made in overseas operations of PT TVS.
 
 Considering the change in the evaluation, the Company has now initiated
 steps to voluntarily wind up TVSM Europe, subject to such regulatory
 approvals / consents as may be required, both under Indian / Foreign
 laws. The other overseas entity viz TVS Motor Singapore Pte. Ltd will
 continue to hold the investment in PT TVS.
 
 During the year under review, the Company has made an additional
 investment of Rs. 2.01 Cr in the ordinary shares of TVS Motor Singapore
 Pte. Ltd and the shares were allotted in April 2015.
 
 Sundaram Business Development Consulting (Shanghai) Company Limited
 (SBDC)
 
 SBDC was initially established to explore options of sourcing, local
 assembly of two wheeler etc in China. After a complete review of the
 proposed activities through SBDC, it was advised that local
 manufacturing operations may not be required in China. Hence, the board
 has decided to retain the Representative office in China but to close
 down the operations of SBDC.
 
 Green Infra Wind Energy Theni Ltd (GIWETL)
 
 SACL had earlier invested Rs.3 Crores (30,00,000 shares of Rs.10 each)
 representing 21.58 % out of a total share capital of Rs.13.9 crores of
 GIWETL and in terms of the provisions of AS 18, GIWETL became an
 associate of the Company.
 
 This investment by SACL was made purely to comply with the legal
 requirement to be eligible as captive consumer to draw low cost green
 energy units produced.
 
 GIWETL has an installed capacity of 7.5 MW out of which 6 MW is
 committed to SACL. During the year under review, GIWETL reported a PBT
 of Rs.1.16 Cr and pro rata share of profit is considered for
 consolidation.
 
 Financial position of all subsidiaries and associate companies are
 provided as an Annexure to consolidated financial statements.
 
 8. CONSOLIDATED FINANCIAL STATEMENTS
 
 The consolidated financial statements of the Company are prepared in
 accordance with the provisions of Section 129 of the Act 2013 read with
 the Companies (Accounts) Rules, 2014 and under the Listing Agreement
 with the Stock Exchanges along with a separate statement containing the
 salient features of the financial performance of subsidiaries /
 associates.  The audited financial statements in respect of each of its
 subsidiary companies will be made available to the shareholders, on
 receipt of a request from any shareholder them, and it has also been
 placed on the website of the Company. This will also be available for
 inspection by the shareholders at the registered office during the
 business hours.
 
 9. DIRECTORS & KEY MANAGERIAL PERSONNEL
 
 Independent Directors (IDs)
 
 During the year, M/s T Kannan, C R Dua, R Ramakrishnan, Prince
 Asirvatham and Hemant Krishan Singh, were appointed as IDs for the
 first term of five consecutive years from the conclusion of the
 twenty-second Annual General Meeting and to receive remuneration by way
 of fees, reimbursement of expenses for participation in the meetings of
 the board and / or committees and profit related commission in terms of
 applicable provisions of the Act 2013 within the overall limit approved
 by the shareholders vide their resolution passed 14th July, 2014 at the
 annual general meeting as determined by the board from time to time.
 
 On appointment, each ID has acknowledged the terms of appointment as
 set out in their letter of appointment. The appointment letter covers,
 inter alia, the terms of appointment, duties, remuneration and
 expenses, rights of access to information, other directorships, dealing
 in Company''s shares, disclosure of Director''s interests, insurance and
 indemnity. The IDs are provided with copies of the Company''s policies
 and charters of various committees of the board.
 
 All IDs have declared that they met all the criteria of independence as
 provided under Section 149(6) of the Act 2013 and Clause 49 of the
 Listing Agreement.
 
 The detailed terms of appointment of IDs are disclosed on the Company''s
 website with following link http://
 www.tvsmotor.com/pdf/Terms-of-Appointment-Independent- Directors.pdf.
 
 Separate meeting of Independent Directors:
 
 The IDs were fully kept informed of the Company''s activities in all its
 spheres.
 
 During the year under review, a separate meeting of IDs was held on
 25th March, 2015 and the IDs reviewed the performance of:
 
 (i) non-IDs viz., M/s. Venu Srinivasan, Chairman and Managing Director
 Sudarshan Venu, Joint Managing Director, H Lakshmanan, and Dr Lakshmi
 Venu, directors; and
 
 (ii) the board as a whole.
 
 They reviewed the performance of Chairman after taking into account the
 views of Executive and Non-Executive Directors.
 
 They also assessed the quality, quantity and timeliness of flow of
 information between the Company''s Management and the Board that are
 necessary for the Board to effectively and reasonably perform their
 duties.
 
 All the IDs were present at the meeting.
 
 Woman director
 
 In terms of Section 149 of the Act 2013 read with the Companies
 (Appointment and Qualification of Directors,
 
 Rules, 2014 and Clause 49 of the Listing Agreement, the Company is
 required to have a woman director on its board.
 
 Dr Lakshmi Venu was appointed as additional, non-executive and
 non-independent director of the Company in terms of Section 161 read
 with Section 149 of the Act 2013, at the board meeting held on 10th
 September, 2014. She will vacate office in terms of Section 161 of the
 Act 2013 at the AGM and, being eligible, seeks herself for
 re-appointment at the ensuing AGM.
 
 The board, based on the recommendation of nomination and remuneration
 committee, has recommended her appointment as non-executive and non
 independent director, liable to retire by rotation, in accordance with
 the articles of association of the Company (AoA), at the AGM, for
 approval by the shareholders.
 
 A notice has been received from the holding company viz.,
 Sundaram-Clayton Limited, as per the provisions of Section 160 of the
 Act 2013, along with a requisite deposit amount signifying its
 intention to propose the candidature of Dr Lakshmi Venu for appointment
 as director at the AGM.
 
 Non-executive and non-independent directors (NE-Non IDs)
 
 In terms of the provisions of sub-section (6) read with explanation to
 Section 152 of the Act 2013 two-thirds of the total number of directors
 i.e., excluding IDs, are liable to retire by rotation and out of which,
 one-third are liable to retire by rotation at every annual general
 meeting.
 
 Mr Sudarshan Venu, JMD, who is liable to retire by rotation, at the
 AGM, and being eligible, offers himself for re-appointment.
 
 Executive directors
 
 Joint Managing Director (JMD)
 
 During the year, the board, at its meeting held on 10th September,
 2014, based on the recommendation of the NRC, appointed Mr Sudarshan
 Venu, who was actively involved in all spheres of the management of the
 Company and handling wider responsibilities for exploring new business
 opportunities - both in India and abroad - as JMD from the position of
 the whole-time director, subject to the approval of the shareholders at
 the AGM.
 
 The other terms and conditions of his appointment and remuneration, as
 earlier approved by the board as well as by the shareholders of the
 Company on 18th March, 2013 through postal ballot and on 14th July,
 2014 at the twenty- second annual general meeting of the Company, would
 remain unchanged.
 
 Both the NRC and the board observed that the proposed appointment of Mr
 Sudarshan Venu as JMD also satisfies the requirements of the provisions
 of sub-section (3) of Section 196 of the Act 2013 and also part I of
 Schedule V of the Act 2013, dealing with the eligibility for
 appointment of managing directors.
 
 Mr Sudarshan Venu as JMD of both the holding company, namely
 Sundaram-Clayton Limited (SCL) and the Company, would be entitled to
 draw remuneration from one or both the companies, provided that the
 total remuneration drawn from both the companies does not exceed the
 higher maximum limit admissible from any one of the Companies.
 
 Chairman and Managing Director (CMD)
 
 During the year, the board, at its meeting held on 3rd February, 2015
 re-appointed Mr Venu Srinivasan as chairman and managing director of
 the Company (CMD), effective 24th April 2015 to hold the office for a
 period of five years on such terms and conditions, subject to the
 approval of the shareholders at the AGM.
 
 Mr Venu Srinivasan was conferred an Honorary Doctorate of Management
 degree by Purdue University, USA in May 2014. The honour was conferred
 on him in recognition of his contributions in the field of management.
 
 Further, in December 2014, Mayor of Busan Metropolitan City, Republic
 of Korea, His Excellency Suh Byung-soo conferred on him the Honorary
 Consul General of the Republic of Korea in Chennai. This award is one
 of the highest of its kind being awarded to a foreign national by the
 Korean. He is also the first Indian industrialist to be granted this
 honorary citizenship, in recognition of his valuable contribution in
 promoting Korea-India bilateral relations.
 
 The board, based on the recommendation of NRC, has appointed and
 recommended his reappointment and the terms of remuneration as CMD, in
 accordance with the articles of association of the Company (AoA), at
 the AGM.  Mr Venu Srinivasan as CMD of both the holding company namely
 Sundaram-Clayton Limited (SCL) and the Company would be entitled to
 draw remuneration from one or both the companies, provided that the
 total remuneration drawn from both the companies does not exceed the
 higher maximum limit admissible from any one of the Companies.
 
 The brief resume of the directors proposed to be appointed and
 reappointed and other relevant information have been furnished in the
 Notice convening the annual general meeting of the Company. Appropriate
 resolutions for their appointment / re-appointment are being placed for
 approval of the shareholders at the AGM.
 
 The directors, therefore, recommend their appointment / re-appointment
 as directors of the Company.
 
 Key Managerial Personnel (KMPs):
 
 At the board meeting held on 29th April, 2014, Mr Venu Srinivasan, CMD,
 Mr Sudarshan Venu, now JMD, Mr K N Radhakrishnan, President & Chief
 Executive Officer, Mr S G Murali Chief Financial Officer and Mr K S
 Srinivasan Company Secretary were designated as ''Key Managerial
 Personnel'' of the Company in terms of Section 203 of the Act 2013 read
 with the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014.
 
 Nomination and Remuneration Policy
 
 The Nomination and Remuneration Committee of Directors (NRC)reviews the
 composition of the board, to ensure that there is an appropriate mix of
 abilities, experience and diversity to serve the interests of all
 shareholders and the Company.
 
 During the year, in accordance with the requirements under Section 178
 of the Act 2013 and Clause 49 of Listing Agreement, the NRC formulated
 a Nomination and Remuneration Policy to govern the terms of nomination
 / appointment and remuneration of (i) Directors, (ii) Key Managerial
 Personnel (KMPs) and (iii) Senior Management Personnel (SMPs) of the
 Company. The same was approved by the board at its meeting held on 23rd
 September, 2014.  The NRC also reviews succession planning of both SMPs
 and board. The Company''s approach in recent years is to have a greater
 component of performance linked remuneration for SMPs.
 
 The process of appointing a director / KMPs / SMPs is, that when a
 vacancy arises, or is expected, the NRC will identify, ascertain the
 integrity, qualification, appropriate expertise and experience, having
 regard to the skills that the candidate will bring to the board /
 company, and the balance of skills added to that of which the existing
 members hold.
 
 The NRC will review the profile of persons and the most suitable person
 is either recommended for appointment by the board or is recommended to
 shareholders for their election. The NRC has discretion to decide
 whether qualification, expertise and experience possessed by a person
 are sufficient / satisfactory for the concerned position.
 
 NRC will ensure that any person(s) who is / are appointed or continues
 in the employment of the Company as its executive chairman, managing
 director, whole-time director shall comply with the conditions as laid
 out under Part I of Schedule V to the Act 2013.
 
 NRC will ensure that any appointment of a person as an independent
 Director of the Company will be made in accordance with the provisions
 of Section 149 read with Schedule IV of the Act 2013 along with any
 other applicable provisions and Clause 49 of the Listing Agreement.
 
 Criteria for performance evaluation, disclosures on the remuneration of
 directors, criteria of making payments to non-executive directors have
 been disclosed as part of Corporate Governance Report attached
 herewith.
 
 Evaluation of the board, committees and directors
 
 In terms of Section 134 of the Act 2013 and the Corporate Governance
 requirements as prescribed under Clause 49 of the Listing Agreement,
 the board reviewed and evaluated its own performance from the
 perspectives of Company Performance, Strategy and Implementation, Risk
 Management, Corporate ethics, based on the evaluation criteria laid
 down by the NRC.
 
 The board discussed and assessed its own composition, size, mix of
 skills and experience, its meeting sequence, effectiveness of
 discussion, decision making, follow up action, quality of information
 and the performance and reporting by the Committees viz., Audit
 Committee, Nomination and Remuneration Committee (NRC), Stakeholders
 Relationship Committee (SRC) and Corporate Social Responsibility
 Committee (CSR).
 
 The board upon evaluation concluded that it is well balanced in terms
 of diversity of experience encompassing all the activities of the
 Company.We endeavour to have a diverse board representing a range of
 experience at policy-making levels in business and technology, and in
 areas that are relevant to the Company''s global activities.
 
 The performance of individual directors including all Independent
 directors assessed against a range of criteria such as contribution to
 the development of business strategy and performance of the Company,
 understanding the major risks affecting the Company, clear direction to
 the management and contribution to the board cohesion. The performance
 evaluation has been done by the entire board of directors, except the
 director concerned being evaluated.  The board noted that all directors
 have understood the opportunities and risks to the Company''s strategy
 and are supportive of the direction articulated by the management team
 towards consistent improvement.
 
 The board also noted that corporate responsibility, ethics and
 compliance are taken seriously, and there is a good balance between the
 core values of the Company and the interests of stakeholders.The board
 satisfied with the Company''s performance in all fronts viz., new
 product development, operations, sales and marketing, finance
 management, international business, employee relations and compliance
 with statutory / regulatory requirements and finally concluded that the
 board operates effectively and is closely aligned to the culture of the
 business.
 
 The performance of each committee was evaluated by the board after
 seeking inputs from its members on the basis of the criteria such as
 matters assessed against terms of reference, time spent by the
 committees in considering matters, quality of information received,
 work of each committee, overall effectiveness and decision making and
 compliance with the corporate governance requirements and concluded
 that all the committees continued to function effectively, with full
 participation by all its members and the members of executive
 management of the Company.
 
 The board reviewed each committee''s terms of reference to ensure that
 the Company''s existing practices remain appropriate. Recommendations
 from each committee are considered and approved by the board prior to
 implementation.
 
 Number of board meetings held
 
 The number of board meetings held during the financial year 2014-15 is
 provided as part of Corporate Governance
 
 Report prepared in terms of Clause 49 of the Listing Agreement.
 
 10.AUDITORS
 
 Statutory Auditors
 
 The Company at its twenty second AGM held on 14th July 2014 appointed
 M/s V Sankar Aiyar & Co., Chartered Accountants, Mumbai, having Firm
 Registration No.  109208W allotted by The Institute of Chartered
 Accountants of India, as statutory auditors of the Company to hold
 office, for four consecutive years from the conclusion of the said AGM,
 subject to ratification at every AGM. The Auditors'' Report for the
 financial year 2014-15 does not contain any qualification, reservation
 or adverse remark and the same is attached with the annual report.
 
 The Company has obtained necessary certificate under Section 141 of the
 Act 2013 from them conveying their eligibility for being statutory
 auditors of the Company for the year 2015-16.
 
 Cost Auditors
 
 The board, subject to the approval of the Central Government, has
 re-appointed Mr A N Raman, Cost Accountant holding Certificate of
 practice No. 5359 allotted by The Institute of Cost Accountants of
 India, as a Cost Auditor for conducting Cost Audit for the financial
 year 2015-16, in terms of the Companies (Cost Records and Audit)
 Amendment Rules, 2014.
 
 The Company has also received necessary certificate under Section 141
 of the Act 2013 from him conveying his eligibility.  A sum of Rs.5
 lakhs has been fixed by the board as remuneration in addition to
 reimbursement of service tax, travelling and out-of-pocket expenses
 payable to him and is also required to be ratified by the members, at
 the ensuing AGM as per Section 148(3) of the Act 2013. The Company does
 not require to carry out Cost Audit for the year 2014-15 and thereby
 filing of Cost Audit Report does not arise.
 
 As required under the Cost (Cost Accounting Records) Rules, 2011, the
 Company has filed the Cost Audit Report for the year 2013-14 in XBRL
 format along with cost compliance Report.
 
 Secretarial Auditors
 
 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
 secretarial and related records of the Company.
 
 Accordingly, M/s S Krishnamurthy & Co., Company Secretaries, Chennai,
 was appointed as Secretarial Auditors for carrying out the secretarial
 audit for the financial year 2015-16.
 
 As required by Section 204 of the Act, 2013, the Secretarial Audit
 Report for the year 2014-15, given by M/s S Krishnamurthy & Co.,
 Company Secretaries, Chennai for auditing the secretarial and related
 records is attached to this report. The Secretarial Audit Report does
 not contain any qualification, reservation or other remarks.
 
 11. CORPORATE GOVERNANCE
 
 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
 Report.
 
 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 the Clause 49 (IX) of
 the Listing Agreement pertaining to CEO/CFO certification for the
 financial year ended 31st March 2015.
 
 12. POLICY ON VIGIL MECHANISM
 
 The Board at its meeting held on 23rd September 2014, adopted a Policy
 on Vigil Mechanism in accordance with the provisions of the Act 2013
 and as per the revised Clause 49 of the Listing Agreement, which
 provides a formal mechanism for all directors, employees and other
 stakeholders of the Company, to report to the management their genuine
 concerns or grievances about unethical behaviour, actual or suspected
 fraud and any violation of the Company''s Code of Business Conduct or
 Ethics policy.
 
 The Policy also provides a direct access to the Chairperson of the
 Audit Committee to make protective disclosures to the management about
 grievances or violation of the Company''s Code of Business Conduct and
 Ethics.
 
 The Policy is disclosed on the Company''s website with the following
 link http://www.tvsmotor.com/pdf/Whistle-Blower- Policy.pdf.
 
 13. PUBLIC DEPOSITS
 
 The Company has not accepted any deposit from the public within the
 meaning of Chapter V of the Act 2013, for the year ended 31st March
 2015.
 
 14.DISCLOSURES
 
 Information on conservation of energy, technology absorption, foreign
 exchange, etc
 
 Information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo are given in Annexure I to this
 report, in terms of the requirements of Section 134(3)(m) of the Act
 2013 read with the Companies (Accounts) Rules 2014;
 
 Annual Return
 
 Extract of Annual Return in the prescribed form is given as Annexure II
 to this report, in terms of the requirement of Section 134(3)(a) of Act
 2013 read with the Companies (Accounts) Rules, 2014.
 
 Employees'' remuneration
 
 Details of employees receiving the remuneration in excess of the limits
 prescribed under Section 197 of the Act 2013 read with Rule 5(2) of the
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014 are annexed as a statement and given in Annexure III. In terms of
 first proviso to Section 136(1) of the Act 2013 the Annual Report,
 excluding the aforesaid annexure is being sent to the shareholders of
 the Company. The annexure is available for inspection at the Registered
 Office of the Company during business hours and any shareholder
 interested in obtaining a copy of the said annexure may write to the
 Company Secretary at the Registered Office of the Company.
 
 Comparative analysis of remuneration paid
 
 A comparative analysis of remuneration paid to Directors and employees
 with the Company''s performance is given as Annexure V to this report.
 
 Details of related party transactions
 
 Details of material related party transactions under Section 188 of the
 Act 2013 read with the Companies (Meetings of Board and its Powers)
 Rules, 2014, are given in Annexure VI to this report in the prescribed
 form.
 
 Details of loans / guarantees / investments made
 
 The details of loans and guarantees under Section 186 of the Act 2013
 read with the Companies (Meetings of Board and its Powers) Rules, 2014,
 for the financial year 2014-2015 are given as Annexure VII to this
 report. On loans granted to the employees, the Company has charged
 interest as per its remuneration policy, in compliance with Section 186
 of the Act 2013.
 
 Please refer note No. IX to Notes on accounts for the financial year
 2014-15, for details of investments made by the Company.
 
 Other laws
 
 During the year under review, there were no cases filed pursuant to the
 provisions of Sexual Harassment of Women at Workplace (Prevention,
 Prohibition and Redressal) Act 2013.
 
 15.ACKNOWLEDGEMENT
 
 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
 under review.
 
 The directors also thank the investors for their continued faith in the
 Company.
 
                                For and on behalf of the Board
 Bengaluru                      VENU SRINIVASAN
 29th April 2015                Chairman
 
 
Source : Dion Global Solutions Limited
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