The Directors are pleased to present their Twenty Ninth Report and
 audited statement of accounts for the year ended 31st March, 2012.
 
 FINANCIAL HIGHLIGHTS                                    (Rs. in crore)
 
                                             31.3.2012       31.3.2011
 
 Net Sales & Other Income                      1409.30         1097.26
 
 Profit before Depreciation & Tax                75.55           72.99
 
 Less : Depreciation                             20.79           15.82
 
 Provision for Tax - Current                     12.00           15.50
 
 - Deferred                                       3.00            2.50
 
 Net Profit                                      39.75           39.17
                                              
 Add : Surplus brought forward 
 from Previous Year                              86.63           62.62
 
 Profit available for 
 appropriation                                  126.38          101.79 
 Appropriations
 
 - Dividend to Equity Shareholders               10.34            9.57
 
 - Dividend Tax                                   1.67            1.59
 
 - Transfer to General Reserve                    4.00            4.00 
 
 Balance Carried Forward                        110.37           86.63
 
 DIVIDEND
 
 The Directors are pleased to recommend a dividend of Rs.13.50 per
 equity share of Rs.10/- each (i.e. 135%) for the financial year ended
 31st March, 2012 absorbing a sum of Rs.1201.39 lakhs, including tax on
 dividend, for the approval of the shareholders, at the ensuing Annual
 General Meeting.
 
 DOMESTIC MARKET
 
 Your Company has recorded a double digit growth for the consecutive
 third year.
 
 Original Equipment (OE) segment continued to maintain the leadership in
 the OE business. The significant increase in the business is due to
 product with newer technology, which has once again helped your
 Organization to retain pioneer status in new technology introduction.
 
 Sluggishness in the After Market (AM) segment continued during the
 current year also due to supply exceeding the demand in the market
 place. Excess supply was due to expansion activities carried out by all
 the type companies expecting a sizable growth in the OE segment,
 similar to the last two years, which did not happen. Your Company has
 taken focused improvement activities through external consultants and
 working aggressively to regain the market share.
 
 To supplement the above, your Company continued with the aggressive
 brand building activities and also launched new TV Commercials. The
 initial response indicates a positive sign and your Company''s Brand
 Building exercise and promotional activities would reap benefits for
 the After Market team to substantially increase its market share in the
 coming years.
 
 
 DIRECTORS'' REPORT (Contd.)
 
 OVERSEAS MARKET
 
 The export business has witnessed a sizable growth during the current
 year.
 
 Key initiatives taken by your Company during the current year include
 appointment of new distributors; focused customer service activities
 existing markets and participation in the Tyre Expo.
 
 MANUFACTURING
 
 Your Company has increased its production through productivity
 improvement and expansion activities in both Madurai and Uttrakhand
 Plants.
 
 INDUSTRIAL RELATIONS
 
 The industrial relations with staff and workers during the year under
 review continue to be cordial.
 
 HUMAN RESOURCES
 
 During the year, your Company took lot of Employee Engagement
 initiatives like QC awards, Fun at Work, etc.
 
 A number of training programs have been organized by your Company
 during the year, which include a 3 day out- bound training program on
 Team Building, Organizational Intervention Program for improving
 Thinking and Communication skills, a Development Program on Negotiation
 Strategies and Decision Making, Employee Bonding initiatives, etc.
 
 DIRECTORS'' REPORT (Contd.)
 
 SUBSIDIARY
 
 During the year, your Company has formed a subsidiary in United
 Kingdom, namely, TVS Europe Distribution Limited for expanding its
 business in Europe. The said subsidiary has acquired another Company
 called Universal Components UK Limited.
 
 In terms of Accounting Standard 21 prescribed by the Institute of
 Chartered Accountants of India / Companies (Accounting Standards)
 Rules, 2006, the accounts of the subsidiaries are consolidated with the
 accounts of the Company and the consolidated accounts forms part of
 this report.
 
 As per general circular No. 2/2011 and notification
 No.51/12/2007-CL-III dated 8.2.2011, the accounts of the subsidiary
 Companies have not been attached to the accounts of your Company.
 
 The copy of the Annual Reports of the Subsidiary Companies will be made
 available to shareholders on request and will also be kept for
 inspection by any shareholder at the Registered Office of your Company,
 and its subsidiary Company.
 
 DIRECTORS
 
 Mr Sitaram Rao Valluri and Mr P Vijayaraghavan retire at the ensuing
 Annual General Meeting of the Company and being eligible, offers
 themselves for re-appointment.
 
 The brief resume of the aforesaid Directors and other information have
 been detailed in the Notice convening the Annual General Meeting of the
 Company. Appropriate resolutions for their reappointment are being
 placed for approval of the shareholders at the ensuing Annual General
 Meeting. Your Directors recommend their reappointment as Directors of
 the Company.
 
 None of the Directors is disqualified under Section 274(1)(g) of the
 Companies Act, 1956.
 
 CORPORATE GOVERNANCE
 
 A report on Corporate Governance, along with a certificate from the
 Auditors of the Company, regarding the compliance of conditions of
 Corporate Governance, as also the Management Discussion and Analysis
 Report, as stipulated under Clause 49 of the Listing Agreement, are
 annexed to this Report.
 
 The Managing Director has confirmed and declared that all the members
 of the Board and the senior management have affirmed compliance with
 the code of conduct.
 
 SECRETARIAL AUDIT
 
 In compliance with the directives issued by the Securities and Exchange
 Board of India (SEBI), Secretarial Audit is being conducted by a
 Practicing Company Secretary at specified periodicity and the reports
 are being submitted to the Stock Exchanges.
 
 COST AUDIT
 
 Due to the demise of Mr. C Ramamoorthy, Cost Auditor, who was auditing
 the cost accounts of the Company, the Board of Directors have appointed
 Dr. I Ashok, Cost Accountant, Madurai, to carry out an audit of cost
 accounts of the Company for the year 2011-12 and the Cost Audit Report
 will be submitted to the Ministry of Corporate Affairs, Government of
 India.
 
 AUDITORS
 
 M/s Sundaram & Srinivasan, Chartered Accountants, Madurai, retire in
 accordance with the provisions of the Companies Act, 1956 and are
 eligible for re-appointment. The Company has received a letter from
 them stating that the appointment, if made, shall be within the
 prescribed limit under Section 224(1B) of the Companies Act, 1956. The
 Audit Committee and the Board recommends the re-appointment of M/s
 Sundaram & Srinivasan, Chartered Accountants, Madurai, as the Auditors
 of the Company.
 
 
 DIRECTORS'' REPORT (Contd.)
 
 PUBLIC DEPOSITS
 
 The Company has neither invited nor accepted any deposit from the
 public within the meaning of Section 58A of the Companies Act, 1956 for
 the year ended 31st March, 2012.
 
 STATUTORY STATEMENTS
 
 Conservation of energy, technology absorption and foreign exchange
 earning and outgo
 
 Information pursuant to Section 217(1)(e) of the Companies Act, 1956,
 read with the Companies (Disclosure of particulars in the Report of
 Board of Directors) Rules, 1988, are given in Annexure to the Directors
 Report.
 
 PARTICULARS OF EMPLOYEES
 
 No employee of the Company was in receipt of remuneration during the
 financial year 2011-12, in excess of the sum prescribed under Section
 217 (2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975.
 
 
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Your Directors state that the annual accounts of the Company have been
 prepared in conformity, in all material respects, with the generally
 accepted accounting standards in India and supported by reasonable and
 prudent judgments and statements so as to give a true and fair view of
 the state of affairs of the Company and of the results of the
 operations of the Company. Significant accounting policies followed and
 other disclosures are detailed in the Notes to the Accounts and forming
 part of the annual accounts.
 
 These financial statements of the Company have been audited by M/s
 Sundaram & Srinivasan, Chartered Accountants.  A reference may be made
 to their report to the members together with Annexure - A thereto,
 containing information per requirement under the Companies (Auditor''s
 Report) Order, 2003 attached with these annual accounts.
 
 Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 The internal control system of the Company is monitored by an
 independent internal audit team, which encompasses the examination and
 evaluation of the adequacy and effectiveness of the system of internal
 control. Internal Auditors, Audit Committee Members and Statutory
 Auditors have full and free access to all the information and records
 considered necessary to carry out the assigned responsibilities. The
 issues raised from time to time are suitably acted upon and followed up
 at different levels of Management.
 
 The annual accounts have been prepared on a going concern basis.
 
 ACKNOWLEDGEMENT
 
 The Directors thank the bankers, customers, dealers and vendors for
 their support and encouragement.
 
 The Directors wish to place on record their appreciation of the
 contribution made by the employees which made it possible for the
 Company to achieve these results.
 
 The Directors also thank the investors for their continued faith in the
 Company.
 
                                          For and on behalf of the Board
 
 Place : Chennai                                             S NARAYANAN
 
 Date : 26.5.2012                                               Chairman