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)
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
- 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
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
Your Company has recorded a double digit growth for the consecutive
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
DIRECTORS'' REPORT (Contd.)
The export business has witnessed a sizable growth during the current
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.
Your Company has increased its production through productivity
improvement and expansion activities in both Madurai and Uttrakhand
The industrial relations with staff and workers during the year under
review continue to be cordial.
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.)
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
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.
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
None of the Directors is disqualified under Section 274(1)(g) of the
Companies Act, 1956.
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.
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.
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
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.)
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.
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
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.
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
For and on behalf of the Board
Place : Chennai S NARAYANAN
Date : 26.5.2012 Chairman