Directors'' report to the Shareholders
 
 The directors have pleasure in presenting the nineteenth annual report
 and the audited accounts for the year ended 31st March 2011.
 
 1.  FINANCIAL HIGHLIGHTS
 
 Details                                  Year ended      Year ended
 
                                          31-03-2011      31-03-2010
 
 QUANTITATIVE                                (Numbers in lakhs) 
 
 Sales:
 
 Motorcycles                                   8.33            6.38
 
 Mopeds                                        7.05            5.71
 
 Scooters                                      4.66            3.10
 
 Three wheelers                                0.39            0.15
 
 Total vehicles sold                          20.43           15.34
 
 FINANCIAL                                     (Rupees in crores)
 
 Motorcycles                               2,748.88        2,046.23
 
 Mopeds                                    1,235.34          952.48
 
 Scooters                                  1,340.69          822.03
 
 Spares and accessories                      540.22          421.84
 
 Three wheelers                              314.35          120.53
 
 Other income                                119.18          121.57
 
 Sales (net of excise duty) and
 other income                              6,298.66        4,484.68
 
 EBITDA                                      466.00          303.62
 
 Interest and finance charges (net)           46.99           63.17
 
 Amortisation                                 63.67           61.75
 
 Depreciation                                107.25          102.53
 
 Profit before tax                           248.09           76.17
 
 Provision for tax (including deferred
 tax and fringe benefit tax)                  53.51          (11.84)
 
 Profit for the year (after tax)             194.58           88.01
 
 Surplus brought forward                      34.12           33.02
 
 Profit available for appropriation          228.70          121.03
 
 APPROPRIATIONS
 
 First Interim dividend                       23.76           16.63
 
 Second Interim dividend payable              28.51           11.88
 
 Tax on dividend paid                          3.95            2.83
 
 Provision for dividend tax                    4.26            1.53
 
 Transfer to general reserve                  32.75           54.04
 
 Surplus carried forward                     135.47           34.12
 
 2.  DIVIDEND
 
 The board of directors of the Company at their meeting held on 20th
 January 2011, declared first interim dividend of Re.0.50 per share
 (50%) for the year 2010-11 absorbing a sum of Rs.27.71 Cr including
 dividend distribution tax. The same was paid to the shareholders on 1st
 February 2011.
 
 The board of directors of the Company at their meeting held on 29th
 July 2011 declared a second interim dividend of Re.0.60 per share (60%)
 for the year 2010-11 absorbing a sum of Rs.32.77 Cr including dividend
 distribution tax. Hence, the total amount of dividend including the
 second interim dividend payable, for the year ended 31st March 2011
 will aggregate to Rs.1.10 per share (110%) on 47,50,87,114 Equity
 shares of Re.1/- each.
 
 The board of directors of the Company do not recommend any further
 dividend for the year under consideration.
 
 3.  PERFORMANCE
 
 During the year under review, the Company for the first time achieved
 annual two wheeler sales of two million, a growth of 32% from 1.52 mn
 units sold in the previous year, driven by growth across all segments
 of two wheelers. The sales of three wheelers significantly increased
 from 14,702 Nos.  in 2009-10 to 39,257 Nos. in 2010-11.
 
 During the year, the Company strengthened its portfolio of two wheelers
 by launching Apache RTR 180 equipped with Anti-lock Brake System (ABS)
 and Max 4R motor cycle.
 
 The Company''s total revenue including other income grew from
 Rs.4,484.68 Cr in the previous year to Rs.6,298.66 Cr in the current
 year. The profit before tax (PBT) of Rs. 248.09 Cr for the year was
 higher by 226% than the previous year''s PBT of Rs.76.17 Cr. The profit
 after tax (PAT) of Rs.194.58 Cr for the year was higher by 121% than
 the previous year''s PAT of Rs.88.01 Cr.
 
 The Company expects to grow further in the two wheeler segment, with
 additional sales coming from the new products launched during the year
 and the exports of three wheelers.  The Company is well positioned to
 improve business performance during the year 2011-12.
 
 4.  BONUS SHARES
 
 During the year, the Company issued and allotted 23,75,43,557 equity
 shares of Re.1/- each as bonus equity shares on 10th September 2010 in
 the ratio of 1:1 to the eligible shareholders of the Company as on the
 record date, i.e, 9th September 2010 by capitalizing an equivalent
 amount standing to the credit of the general reserve account of the
 Company as approved by the shareholders through postal ballot on 30th
 August 2010.
 
 As a result, the Company''s paid up equity share capital now stands at
 Rs. 47.51 Cr. The said issue, allotment and listing of bonus equity
 shares were completed within the stipulated period of two months of its
 declaration by the board of directors in terms of SEBI (Issue of
 Capital and Disclosure Requirements) Regulations, 2009.
 
 5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Two wheeler industry continued its impressive growth during 2010-11.
 The industry registered a growth of 27% with all segments recording an
 impressive growth.
 
 The Company recorded an overall growth of 32% in two wheeler sales.
 This was driven by an impressive 50% growth in scooter segment, 23%
 growth in moped segment and 31% growth in the motorcycle segment.
 Launch of Apache RTR180 ABS has reinforced the Company''s position in
 the Premium segment of the motorcycle market. TVS Wego in the big
 scooter segment has contributed considerably to the sales and the
 scooter segment was further strengthened with the launch of Scooty
 Babelicious series. The Company launched the Max 4R series to serve the
 load carrying need of the customers. The Company launched TVS Jive in
 the Executive segment, which forms 60% of the motorcycle category.
 During the year, the three wheeler sales have increased from 14,702
 nos. in 2009-10 to 39,257 nos. in 2010-11. Sales of spare parts grew by
 28%.
 
 INDUSTRY STRUCTURE AND DEVELOPMENTS
 
 The overall two wheeler sales increased by 27% from 10.5 mn numbers in
 2009-10 to 13.32 mn numbers in 2010-11. This growth was mainly
 propelled by a 24% growth in motorcycles from 8.4 mn numbers to 10.5 mn
 numbers. Scooters grew by an impressive 42% from 1.5 mn numbers to 2.1
 mn numbers.  Mopeds registered a growth of 23% from 0.57 mn numbers to
 0.70 mn numbers. Exports of two wheeler have grown by 34%.  The Petrol
 Passenger three wheeler industry (3 plus 1 segment) grew by 36% during
 2010-11 to reach 4 lakh units. Domestic market grew by 21% to reach
 (1.6 lakh numbers) and Export market grew by 48% (2.5 lakh numbers).
 
 In motorcycle category, the Executive segment grew by 26% and the
 Premium segment by 38%. Absence of adequate retail finance in all areas
 continued to affect the Economy segment and it grew only by 12%.
 
 Industry sales of two wheelers (Domestic plus Export)
 
                                2009-10              2010-11
 Particulars          Sales   Growth  Category   Sales   Growth Category
                      in mn     in %     share   in mn    in %    share
                      (nos.)                     (nos.)
 
 Motorcycles           8.44      24       80%    10.50     24     79%
 
 Un-Geared scooters    1.49      28       14%     2.12     42     16%
 
 Mopeds                0.57      27        6%     0.70     23      5%
 
 Total two wheelers   10.50      25      100%    13.32     27    100%
 
 BUSINESS OUTLOOK AND OVERVIEW
 
 Tight liquidity, high interest cost and inflation are likely to result
 in lower GDP growth for the country during 2011-12 compared to previous
 year. The two wheeler industry is also consequently expected to grow at
 a lower rate of 12% to 14% compared to 27% growth recorded in the
 previous year.  Commodity cost which showed a mild upward bias in the
 first half may come down in the second half of the year.
 
 COMPANY PERFORMANCE
 
 New Product Launches and Initiatives
 
 During the year 2010-11, the following new products and variants were
 launched.
 
 TVS Apache RTR 180 first Indian Motorcycle with ABS, is a technical
 showcase of the RTR Series. Inspired from the track, the RTR Series is
 a class definer when it comes to performance. The Racing DNA is further
 personified with the highest in class power to weight ratio and Racing
 Ergonomics, which render agility and superb handling to the RTR Series.
 
 Inspired by the new generation of young India, the Company launched the
 Scooty Pep  babelicious series with five stunning colours. Along with
 fresh graphics, this collection is meant for young women.  Scooty is
 known to be a pioneer with successful fashion editions and colour
 innovations launched in the past.  Leading the fashion trend with the
 babelicious series along with benefits of ease and lightweight, Scooty
 is further likely to consolidate its position as the most preferred
 scooter for young women.
 
 Sensing the imminent need of a sturdy and durable motorcycle the
 Company launched TVS Max4R during the year. The noticeable
 differentiator is the four shock absorbers that are fitted at the rear
 end of the motorcycle, so that the bike can easily carry heavy loads.
 
 Two wheeler operations: Domestic:
 
 The Company registered higher growth rates than the market across the
 segments. While motorcycle segment grew by 23%, TVS grew by 29%.
 
 TVS grew by 50% in the scooter segment. Entry of Wego has further
 strengthened TVS scooter portfolio. Mopeds grew by 23% with growth
 coming from both southern and non southern markets.
 
 The Company''s products are distributed by network of dealers and
 authorised service centers across India.  The Company will continuously
 seek to increase distribution reach.
 
 Exports:
 
 TVS crossed a new milestone in exports with all time high sales of 2.23
 lakh numbers. The growth of 37% over last year is driven by improved
 sales in South Asian market, Africa, Brazil and foray into Mexico.
 
 Three wheeler operations:
 
 The Company has cumulatively sold over 58,700 vehicles till March 2011
 in India and in international markets since launch.
 
 During the year 2010-11, TVS Motor launched a new customer service
 initiative TVS Service Anytime Anywhere (24x7) in three major cities,
 which is first of its kind in the industry.
 
 The Company has exported three wheelers to 18 countries.  Export of
 three wheelers provides an excellent opportunity in the current year.
 
 Opportunities and Threats:
 
 Growth in two wheeler demand will come mainly from rising population in
 target age and income groups. Increased use of personal transport would
 also be a significant demand driver. Smaller towns are expected to
 contribute more to the industry growth. TVS StaR City and TVS Sport
 motorcycles stand to gain from this. Customer acceptance and high
 customer satisfaction of TVS Jive are expected to result in higher
 sales. Buoyant rural economy is expected to drive the demand for MAX
 4R.
 
 Apache RTR 180 ABS has further strengthened the Company''s position in
 the Premium segment.
 
 The Company has a strong presence in the sub 100cc ungeared scooter
 segment. The launch of TVS Wego in the large scooter segment further
 increases the Company''s growth prospects in the scooter category.
 
 The rising interest cost, tight liquidity and high inflation may
 however impact the growth prospect during 2011-12.
 
 OPERATIONS REVIEW
 
 Quality:
 
 The Company has significantly improved the quality of all its existing
 and new products. Steps have also been taken to improve the quality of
 after-sales service. The combination of these measures has enabled the
 Company to achieve best in class customer satisfaction.
 
 Total Quality Management (TQM):
 
 The Company has adopted the philosophies of TQM as the cornerstone of
 its management. In an attempt to standardize, strengthen and deepen the
 understanding, the Company has formalized and documented these
 philosophies titled as TVS Way. The Company has continued to benefit
 from 100% participation of employees in TQM activities, for the fifth
 year in succession. The employees have completed and presented more
 than 1,600 projects through QC Circles and Cross Functional Teams for
 the year 2010-11 towards achieving Company''s objectives.
 
 During 2010-11, the Company received and implemented on an average 47
 suggestions per employee. The Company has won the first prize for
 Excellence in Suggestion Scheme from INSSAN (Indian National
 Suggestion Scheme Association) for the eighth consecutive year.
 
 Cost management:
 
 The Company continues its rigorous focus on its costs through an
 effective deployment system. Value engineering and aggressive global
 sourcing projects are being pursued to reduce material costs and also
 to partially neutralize input material cost increases.
 
 Research and Development (R&D):
 
 The Company''s strong R&D team is supported by modern computer aided
 laboratory, capable of developing new and innovative products. It has
 state-of-art facilities for engine testing, noise, vibration and
 harshness (NVH) measurements and life testing. At present, more than
 600 engineers are working on development of new products and in other
 advanced areas of technology. The Company works with leading
 technological research laboratories and institutions.  The Company is
 also working on development of fuel-efficient technologies and CO2
 reduction technologies to remain ahead of needs of consumers and
 environment regulations.
 
 R&D has developed and launched a new 110cc 4 stroke ungeared scooter
 with disc brake system for export market.  R&D has developed and
 launched a new 150cc 4 stroke liquid cooled engine for Indonesian
 Market. R&D has also developed and launched a 180cc 4 stroke motorcycle
 with ABS technology.
 
 R&D team has so far published 72 technical papers in national and
 international conferences.
 
 Information technology:
 
 The Company has been using enterprise wide system to integrate all the
 business processes within the Company as well as integrating suppliers''
 and dealers'' business processes. Several projects have been implemented
 during the year to improve productivity and quality. The Company also
 uses Product Lifecycle Management to reduce the new product development
 lead time, control cost and improve quality. During the year, the
 Company has developed applications and dashboards to monitor and
 improve product quality using early watch and alert system.
 
 Dealer Management System (DMS) - developed by the Company has been
 extended to all dealers of the Company.  DMS also helps the Company to
 exchange information between the Company and dealers online and
 provides business intelligence for undertaking initiatives to improve
 sales, service, product development and customer satisfaction.
 
 RISKS AND CONCERNS
 
 The fragility in global economic recovery is a major concern.  Apart
 from the political unrest in some countries, tight monetary stance, the
 contagion of hardening crude and commodity prices in international
 markets are expected to impact Indian economy significantly. Any
 failure of monsoon could trigger significant supply constraints further
 fuelling inflation and interest rates. The success of new launches is
 important to maintain the momentum for the Company.
 
 Government of India has indicated that with effect from 1st October
 2011, the current DEPB scheme applicable to exports of two wheeler and
 three wheeler may be replaced by a duty drawback scheme. Industry
 expects the new scheme to adequately protect the current benefits to
 ensure continued competitiveness in the global markets.
 
 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,
 recorded and reported.
 
 HUMAN RESOURCE DEVELOPMENT
 
 Human Resource Development is focussed and aligned to business needs
 towards improved performance and business results through the HR
 roadmap evolved over the years.  The key components of the roadmap are
 - Employee engagement, resourcing, performance and compensation
 management, Competency based development, Career and succession
 planning and Organisation building.
 
 The Company continues to be an employer of choice in most engineering
 schools and polytechnics in the country. The online performance
 management system has been streamlined across plants and locations
 including the field staff. Learning Management System (LMS) was
 leveraged fully for the functional competencies at entry level roles in
 the engineering streams. Competency assessment and development through
 various training programs have improved the capability of engineers for
 their delivery on the job. Skill Training Centre focusing on training
 and enhancement of fundamental skills have been expanded to other
 processes such as painting, welding, maintenance and material handling.
 Talent review conducted as a part of the talent management process has
 improved the rigour in identifying potential and providing individual
 development plans. Towards leadership development, the key competencies
 have been identified and exclusive assessment and development workshops
 conducted to cover top 200 of the senior management team.
 
 The Company continues to maintain its record on industrial relations
 without any interruption in work.
 
 As on 31st March 2011, the Company had 4,589 employees on its rolls.
 
 ENVIRONMENT, HEALTH AND SAFETY (EHS)
 
 The Company bagged the Parivartan Sustainability Leadership Award for
 2011. This award is for Water Conservation Thought Leadership to
 recognize Indian companies, which have embraced sustainability in their
 business operations and supply chain and have shown leadership by
 taking initiatives for making their products, processes and facilities
 sustainable.
 
 Efforts in material stewardship and 4R measures have helped to
 effectively manage the waste generated across the operations.
 Significant reduction in generation of paint sludge has been achieved
 through introduction of robot in painting operation. Introduction of
 advanced waste-water treatment technologies, simplification of
 treatment processes and optimization of chemical dosing through
 automation have resulted in reduction of chemical sludge generation.
 
 A number of energy saving initiatives viz., optimal utilization of
 different equipments; heat loss elimination and efficiency improvements
 in the ovens and boilers; optimisation of higher rating motors and
 pumps and LED based street lights have resulted in reduction of
 specific fuel by 5% and specific power by 7% in comparison to previous
 year.
 
 Rigor in implementing hazard control measures and effective safety
 training to all new recruits have further improved the safety standards
 in the Company.
 
 The Company has been recertified second time under Environmental
 Management System (ISO14001:2004) and Occupational Health and Safety
 Management System (OHSAS 18001:2007).
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Srinivasan Services Trust (SST), co-sponsored by the Company with the
 vision of building self reliant rural community, was established in
 1996. Over 15 years of service, SST 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 1,000 villages, spread across Tamil Nadu,
 Karnataka, Maharashtra, Gujarat and Himachal Pradesh. Its major focus
 areas are: Economic Development, Health, Education, Environment and
 Infrastructure.  Its significant achievements are:
 
 - Through partnership with the community helped to form over 2,635 Self
 Help Groups (SHG).
 
 - The Infant Mortality Rate and Maternal Mortality Rate reduced to 2
 /1000 live births and 25 / one lakh births.
 
 - 100% enrolment of children in schools and over 36,000 adult women
 made literate.
 
 - Proper solid and liquid waste management practices adopted in 662
 villages.
 
 - Over 1,62,000 hectares of degraded forests reforested and 13,000
 hectares of dry lands covered by watershed development activities.
 
 - Over 39,657 families have taken up income generating activities. They
 earn an additional income from Rs.2,000/- to Rs.4,000/- per month.
 
 - SHG members have a group saving of Rs.10.01 Cr.
 
 - Over 61,600 of the families living in these villages have a monthly
 income around Rs.10,000/- per family.
 
 Over 200 persons are involved in the activities, consisting of
 employees, volunteers, field directors, doctors, etc.
 
 Charitable organisations, voluntary institutions, commercial entities
 have also joined the Company as ''Partners in Progress''.
 
 CAUTIONARY STATEMENT
 
 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
 factors.
 
 6.  SUBSIDIARY COMPANIES
 
 As on date of this report, the following are the subsidiaries of the
 Company:
 
 Name of the Company                       Subsidiary of
 
 Sundaram Auto Components Limited
 
 TVS Energy Limited
 
 TVS Housing Limited                       TVS Motor Company Limited
 
 TVS Motor Company (Europe) B.V.
 
 TVS Motor (Singapore) Pte. Limited
 
 PT. TVS Motor Company Indonesia           TVS Motor (Singapore) Pte.
                                           Limited
 
 TVS Wind Power Limited
                                           TVS Energy Limited
 TVS Wind Energy Limited
 
 During the year under review, the Company acquired the entire paid up
 capital of Rs.5 lakhs of TVS Housing Limited (TVS Housing) and thereby
 TVS Housing became a wholly owned subsidiary of the Company effective
 21st June 2010.
 
 During the year under review, the subsidiary company viz., TVS Energy
 Limited subscribed to the equity capital of TVS Wind Power Limited (TVS
 Wind Power) and TVS Wind Energy Limited (TVS Wind Energy) amounting to
 Rs. 4.10 Cr and Rs. 10.15 Cr respectively, constituting 73% of the paid
 up equity capital of these special purpose vehicles (SPVs).
 
 SPVs therefore became subsidiaries of TVS Energy Limited effective 16th
 February 2011 in terms of Section 4(1)(b) of the Companies Act, 1956
 (the Act) and thereby they became subsidiaries of the Company in terms
 of Section 4(1)(c) of the Act effective that date. TVS Wind Power and
 TVS Wind Energy closed their accounts for the first year, for a short
 period from 6th January 2011 to 31st March 2011 to coincide with the
 closing of the annual accounts of the holding company, viz., 31st March
 2011.
 
 7.  CONSOLIDATED FINANCIAL STATEMENTS
 
 As required under the Listing Agreement with the Stock Exchanges, the
 consolidated financial statements of the Company and all its
 subsidiaries are attached. The consolidated financial statements have
 been prepared in accordance with the relevant Accounting Standards as
 prescribed under Section 211(3C) of the Act.  These financial
 statements disclose the assets, liabilities, income, expenses and other
 details of the Company, its subsidiaries and associates.
 
 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 under Section 212(8) of the Act, for holding companies from
 attaching annual reports of subsidiaries along with the annual report
 of the holding companies without seeking any approval of the Central
 Government. However, this is subject to fulfillment of conditions as
 stipulated in the said circular granting exemption to the holding
 company and passing of a resolution by the board in this regard.
 
 The board of directors at their meeting held on 29th April 2011 passed
 necessary resolution for complying 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 Act, 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 members, on receipt of a
 request from them. The annual accounts of the subsidiary companies will
 be available at the registered office of the Company and at the
 registered offices of the respective subsidiary companies concerned. 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 subsidiaries of 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 (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.
 
 Performance of subsidiaries:
 
 PT.TVS Motor Company Indonesia (PT.TVS)
 
 During the year, PT.TVS Motor Company Indonesia (PT.TVS) increased its
 sale of two wheelers from 15,000 nos. to 19,800 nos., registering a
 growth of about 32%. The company''s export initiatives proved successful
 as the company also exported about 4,700 nos. of vehicles to various
 countries.
 
 The turnover of the company increased from Rs. 68.31 Cr in 2009-10 to
 Rs. 85.36 Cr in 2010-11. Increased margin and control over costs helped
 PT.TVS to reduce its operating loss level to Rs.39.84 Cr compared to
 Rs.64.23 Cr incurred in the last year.
 
 PT.TVS continued its network expansion and as at the end of March 2011,
 the Company had its network across 16 provinces with 160 dealerships
 across Indonesia.  During the year under review, the Company launched a
 new re-style version of TVS Neo and a refresh of TVS RockZ.  The
 company also launched a double disc version of Apache and all these
 products are well accepted in the market.  The company was quite
 successful in launching good quality products and more than 50,000
 satisfied customers bear testimony to this fact. PT.TVS''s products have
 won several awards for its superior style, design and features from
 leading auto magazines. PT.TVS tied up with leading finance companies
 to extend retail finance to its products.
 
 During the first quarter of the current financial year 2011-12, the
 company was able to improve its sales to 7,000 nos. as against 5,700
 nos. during the corresponding period of the last year. In May 2011, the
 company launched a new 150 cc hi-technology bebek TVS Tormax motorcycle
 in the market and it is expected to bring in additional sales numbers.
 
 Sundaram Auto Components Limited (SACL)
 
 The continued growth in automotive industry has enabled SACL to record
 its improved performance this year also.
 
 During the year, SACL achieved a growth of 44% in the sale of Rubber
 and Plastics components business. SACL also earned a profit after tax
 of Rs.8.2 Cr during the year 2010-11 as against Rs.10 Cr in the
 previous year.
 
 Due to abnormal increase in price of rubber and increase in fixed
 costs, the profitability of SACL was affected and resulted in lower
 contribution and consequently lower profits during 2010-11.
 
 With the stability in commodity prices, SACL expects an improved
 performance during 2011-12.
 
 SACL was awarded National Best Partner for Business Development by
 Hyundai Mobis in recognition of outstanding performance and achievement
 in India during the year.
 
 SACL declared and paid an interim dividend of Rs.3/- per share (30%)
 for the year ended 31st March 2011.
 
 TVS Energy Limited (TVS Energy)
 
 During the year, TVS Energy successfully commissioned the Wind Energy
 project with a capacity of 9.35 MW at Gandamanur in Theni district,
 Tamil Nadu for captive consumption and 14.4 MW at Vagaikulam in
 Tirunelveli district, Tamil Nadu for sale of energy to Tamil Nadu
 Generation and Distribution Corporation Limited (TANGEDCO) under
 Renewable Energy Certificate (REC) scheme.
 
 It has registered the 14.40 MW project under REC scheme with the
 National Load Despatch Centre (central agency) and under Generation
 Based Incentive scheme with Indian Renewable Energy Development Agency
 Limited. Its entire revenue of Rs.2.79 Cr from operations was on
 account of wheeling of energy generated from 9.35 MW project to the
 captive consumer.
 
 It has also promoted two SPVs namely TVS Wind Energy and TVS Wind Power
 as its subsidiaries for setting-up of 10.5 MW Wind Energy Capacity in
 Theni district, Tamil Nadu for wheeling energy to Captive Consumers. It
 has also signed agreements with Engineering Procurement and
 Construction (EPC) supplier for setting-up this Wind Energy Capacity.
 
 Investment in subsidiaries:
 
 During the year under review, the Company made additional investment in
 its subsidiary, PT.TVS to the tune of Rs.59.56 Cr in non cumulative,
 non convertible and redeemable shares of PT. TVS.
 
 The Company also invested a sum of Rs.14.25 Cr in the equity capital of
 TVS Energy Limited during the year under review.
 
 8.  DIRECTORS
 
 In terms of the Articles of Association of the Company, Mr K S Bajpai
 and Mr C R Dua, directors of the Company, are liable to retire by
 rotation at the ensuing annual general meeting of the Company, and
 being eligible, offer themselves for re-appointment.
 
 The brief resume of these directors and other information have been
 detailed in the notice convening the annual general meeting of the
 Company. Appropriate resolutions for their re-appointment are being
 placed for approval of the shareholders at the ensuing annual general
 meeting.  The directors recommend their re-appointment as directors of
 the Company.
 
 9.  AUDITORS
 
 M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, the
 statutory auditors of the Company, retire at the ensuing annual general
 meeting and are eligible for re-appointment.
 
 The Company has received a letter from them, stating that the
 appointment, if made, will be within the prescribed limit under Section
 224(1B) of the Act.
 
 10.  COST AUDITOR
 
 The board of directors, subject to the approval of the Central
 Government, appointed Mr A N Raman, a Cost Accountant within the
 meaning of the Cost & Works Accountants Act, 1959 and holding a valid
 certificate of practice No.5359, as a Cost Auditor for conducting the
 Cost Audit for the financial year 2011-2012. The audit committee of
 directors recommended his appointment subject to the compliance of the
 requirements as stipulated in circular no.15/2011 dated 11th April 2011
 issued by MCA.
 
 The Company has received a letter from the Cost Auditor, stating that
 the appointment, if made, will be within the prescribed limit under
 Section 224(1B) of the Act. The Central Government has also accorded
 its approval for the appointment.
 
 The Company filed the Cost Audit Report in terms of Cost Accounting
 Records (Motor Vehicles) Rules, 1997 for the financial year 2009-2010
 on 17th September 2010 which was due to be filed with the MCA on or
 before 30th September 2010.
 
 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 in 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 (V) of
 the Listing Agreement pertaining to CEO / CFO certification for the
 financial year ended 31st March 2011.
 
 12.  STATUTORY STATEMENTS
 
 Conservation of energy, technology absorption and foreign exchange
 earnings and outgo As per the requirements of Section 217(1)(e) of 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 members of the
 Company.  Any member interested in obtaining a copy of the said
 Annexure may write to the Company Secretary at the registered office of
 the Company.
 
 Public Deposits
 
 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 2011.
 
 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 2011, the applicable Accounting Standards had been
 followed and that there are 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 2011 on a going concern basis.
 
 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
 
 July 29, 2011                                                Chairman