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TVS Motor Company

BSE: 532343|NSE: TVSMOTOR|ISIN: INE494B01023|SECTOR: Auto - 2 & 3 Wheelers
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Download Annual Report PDF Format 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '19    Mar 18

DIRECTORS'' REPORT TO THE SHAREHOLDERS

The Directors have pleasure in presenting the twenty-seventh Annual Report and the audited accounts of the Company for the year ended 31st March 2019.

1. COMPANY PERFORMANCE

The Company continued to grow ahead of the industry registering sales of 37.6 lakh units of two-wheelers in 2018-19, growing by 11.6% over last year. Sale of motorcycles grew by 15% and scooters by 14.6%. Threewheeler sales grew by 57.6% in 2018-19 mainly on account of buoyant international markets. Sale of spare parts grew by 13.8%.

The Company continues to lead in customer satisfaction and has been top ranked in JD Power Two-wheeler Customer Service Index (2WCSI) since its inaugural study in 2016. The Company continues to delight its existing and new customers with product refreshes and new products. Recent new product launches like TVS NTORQ125, TVS Apache 1604V, TVS Radeon, TVS XL100 HD i-Touchstart continue to be well accepted by the customers.

Total revenue of the Company including other income increased from Rs.15,274.44 Cr in the previous year to Rs.18,217.46 Cr in the current year. Profit before tax (PBT) increased from Rs.878.64 Cr in the previous year to Rs.960.96 Cr in the current year. Similarly, Profit after tax (PAT) increased from Rs.662.59 Cr in the previous year to Rs.670.14 Cr in 2018-19.

2. FINANCIAL HIGHLIGHTS

Details

Year ended 31-03-2019

Year ended 31-03-2018

SALES

Quantitative

(Numbers in lakhs)

Motorcycles

15.59

13.55

Mopeds

8.97

8.77

Scooters

13.01

11.35

Three Wheelers

1.56

0.99

Total vehicles sold

39.13

34.66

Financials

(Rupees in crores)

Revenue from operations

17912.51

14,966.78

Other Operating Income

297.41

208.63

Other Income

7.54

99.03

Revenue excluding excise duty

18,217.46

15,274.44

Excise Duty

-

#343.22

Revenue including excise duty

18,217.46

15617.66

EBITDA

1440.79

1273.99

Details

Year ended 31-03-2019

Year ended 31-03-2018

Less:

Finance Charges & Interest (Gross) 80.56

56.62

Depreciation

399.27

338.73

Profit before tax

960.96

878.64

Provision for tax

290.82

216.05

Profit after tax

670.14

662.59

# includes excise duty upto June 2017

3. DIVIDEND

The Board of Directors of the Company (the Board) at their meeting held on 23rd October 2018, declared a first interim dividend of Rs.2.10 per share (210%) for the year 2018-19 absorbing a sum of Rs.120.28 Cr including dividend distribution tax. The same was paid on 3rd November 2018.

The Board at its meeting held on 11th March 2019 declared a second interim dividend of Rs.1.40 per share (140%) for the year 2018-19 absorbing a sum of Rs.79.70 Cr including dividend distribution tax. The same was paid on 22nd March 2019.

Thus, the total amount of both dividends for the year ended 31st March 2019 aggregated to Rs.3.50 per share (350%) on 47,50,87,114 equity shares of Rs.1/- each absorbing Rs.199.98 Cr including dividend distribution tax.

The Company has set-off its dividend distribution tax payable under Section 115-O(1A) of the Income Tax Act, 1961 against the dividend distribution tax paid by one of its subsidiary company on its dividend declared to the extent available. The Board does not recommend any further dividend for the year under consideration.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS

Two-wheeler

In the domestic market, two-wheeler industry sales grew from 202 lakh units in 2017-18 to 212 lakh units in 2018-19, registering a growth of 5% over last year. High uncertainty continues to prevail in industry. The first half of the year saw a growth of 10% in two-wheeler industry, led by growth in economy motorcycle segment. On the other hand, second half saw a decline of 0.8% led by slowdown in retail demand on account of increased insurance costs, retail finance crunch and fuel price escalation.

Scooter as a category, lost share for the first time since 2007-08. Scooters registered a marginal decline of 0.3% over 2017-18 leading to category share reduction from 33% in 2017-18 to 31.6% in the year 2018-19.

The motorcycle category grew at 8% (136 lakh units) over the last year. Within motorcycles, the premium segment grew by 13% from 18.9 lakh units in 2017-18 to 21.3 lakh units in 2018-19. Commuting segment also grew 7% from 97 lakh units in 2017-18 to 104 lakh units in 2018-19.

In the international market, two-wheeler industry had a growth of 17% over last year. Crude oil prices remained above Rs.65/ bbl for most of 2018-19 touching Rs.80/ bbl in October 2018. Consistent higher crude prices during the year drove economic growth in many international markets. Improved foreign exchange availability in Africa further aided the growth of export industry over last year. Latin America, Africa and few countries in Asia are some of the markets where demand improvement was witnessed.

Three-wheeler

Overall three-wheeler small passenger industry (3 plus 1 segment) grew by 30% in 2018-19 (from 6.4 lakh units in 2017-18 to 8.4 lakh units in 2018-19). Domestic industry grew by 3% and exports grew by 51% over 2017-18. Export market growth was a result of market recovery in Africa.

BUSINESS OUTLOOK AND OVERVIEW

Indian economic activity is expected to be at the same level of last year. Recent Government actions on improving income for farmers and lower middle class can support improved consumption.

Higher year-end inventory across trade and higher product costs due to escalated commodity prices of last year and advanced safety regulation implementation from April 2019 can impact the industry growth in the initial part of the year.

Majorly, industry will undertake a significant change in migrating from BSIV to BSVI emission norms commencing from April 1, 2020. Hence, in second half of 2019-20, BSVI transition will pose some challenges and the Company is gearing itself to meet the same.

Changing trade policies of USA, Brexit and unforeseen challenges in Chinese economy can lead to escalation of uncertainty in global economic growth. Crude prices are expected to remain at the increased level of Q4 2018-19 during 2019-20 and may lead to higher costs for customers and OEMs.

The trend of increased crude prices and improved exchange to local currency is expected to aid export market growth especially in oil dependent economies.

Consequently, the growth in two-wheeler industry during 2019-20 is expected to be around 6-8% over 2018-19.

New Product Launches and Initiatives

Strategic partnership with BMW Motorrad

The Company has a strategic partnership with BMW Motorrad to develop and manufacture sub-500cc bikes both for domestic and global markets. In December 2018, the Company also achieved a milestone of rolling out the 50,000 unit of the BMW 310cc motorcycle.

TVS NTORQ 125:

Launched in February 2018, designed for Gen-Z, TVS NTORQ 125 provides a revolutionary riding experience with cutting edge style, 125cc performance and technology. The first ever Bluetooth connected scooter made TVS NTORQ a one of its kind product in this segment.

TVS NTORQ125 became one of the fastest growing scooters crossing 1 lakh sales within 6 months of launch. The product continues to delight the customers and has garnered several accolades during the year 2018-19.

TVS Apache:

TVS Apache series crossed 3-million-global-customers milestone in September 2018. Through the years, TVS Apache has stood for providing an unrivalled experience backed by its rich racing pedigree, technological firsts and stylish design. The brand has, over a decade, developed a host of premium offerings, ranging from 160cc to 310cc, creating aspiration along every step of evolution.

TVS Apache RTR160 4V, the latest addition to the Apache portfolio launched in March 2018, also crossed 1 lakh sales within 6 months of launch. The motorcycle continues to resonate with enthusiasts across the country, thus exponentially increasing the loyal Apache tribe.

During the year 2018-19, the following new products and variants were launched.

TVS Jupiter Grande:

Launched in 2013, TVS Jupiter has now reached the 3 million mark. TVS Jupiter Grande is the perfect mix of style & substance. It brings in modern & contemporary style with a host of new features such as LED headlight with position lamp, digital-analogue speedometer, an exclusive Starlight Blue colour, and a luxurious cross-stitched maroon seat. It also comes with machined alloy wheels, disc brakes and adjustable shocks to elevate the riding experience. The appealing chrome side panels and body coloured pillion handle further accentuates the style quotient.

All this and more makes the Jupiter Grande edition a true example of brand Jupiter''s philosophy, ''Zyada ka Fayda'', offering functionality & delight to the Indian commuter.

TVS Radeon:

Designed specifically for the new crop of progressive and discerning millennial commuters residing in the middle India, TVS Radeon offers a unique combination of sturdy metal build, robust style and plush comfort. The very attractive TVS Radeon boasts of multiple first-in-class features and superior handling while not compromising on strength and reliability.

TVS Radeon stands for the ambitions of a confident selfmade Indian man. Within 7 months of its launch, the motorcycle has witnessed good customer acceptance from the target audience across the country as well as received critical acclaim and multiple awards.

TVS XL100 HD i-Touchstart:

XL100 has been a very successful brand since its inception in 2015. XL100 portfolio is now very robust with XL100 Comfort, XL100 HD & recently launched XL100HD iTS. The vehicle aims to partner customers in their success by providing more utility and now more convenience through i-touch start feature, mobile charging option, Duragrip tyre and heavy duty wheel assembly. It is also available in a unique Mineral Purple colour in addition to the regular colours.

TVS King Duramax 225 LC:

TVS King Duramax 225 LC is a pioneering three-wheeler development from the Company, offering a strong value proposition for the cost conscious customer through the adoption of advanced Liquid Cooled technology. Apart from delivering higher power, torque and double engine life, Duramax offers superior features like brightest headlamps, attractive soft top, USB charger, dual lockable water proof utility box and elevates the style quotient with beige dashboard, premium dual tone seats and OE fitted wheel caps.

Domestic Sales

The Company achieved sales of 31.4 lakh units of two-wheelers in the domestic market. With these sales, the Company registered a growth of 9% in 2018-19 over last year.

In domestic motorcycles, the Company achieved sales of 10.1 lakh units and registered a growth of 10.7% over 2017-18. TVS Apache continued the trend with 16% growth over last year. TVS Radeon was well received in the market and has significantly contributed to increased sales in commuter motorcycles. The brand crossed sales of 1 lakh units within 7 months of launch.

In domestic scooters, the Company achieved sales of 12.4 lakh units and registered a growth of 12.9% over 2017-18. The growth was largely supported by TVS NTORQ125 which has not only been well received by customers but has also won several accolades during the year.

The Company has strong distribution network of authorized dealers across India and continuously seeks to increase its reach.

Exports sales - two-wheeler and three-wheeler

The Company''s two-wheeler exports in 2018-19 were at 6.22 lakh units and witnessed an improvement with a growth of 26.4% over 2017-18.

The Company''s three-wheeler exports in 2018-19 were at 1.4 lakh units and recorded a 70.3% growth over 2017-18.

Opportunities and Threats

India''s growing middle class with rising disposable incomes supported by low inflation in past few years sets a growth potential for two-wheeler industry. Increasing need for commuting will continue to push the two wheeler penetration levels higher.

Aspirational lifestyle and availability of vehicle financing options are propelling demand for premium two-wheelers. It has been a consistent trend over past few years.

In recent times, competitive pressures including pricing discounts have become prevalent. The competitive pressures are expected to heighten until BSVI changeover on April 1, 2020. The Company will be well prepared through competitive products and actions that create sustained value.

The Company is also continuously evaluating and capturing opportunities in international markets. Company''s revenues from international sales have been on consistent growth on the back of successful product launches, robust partners and entry into new international markets.

Green mobility and target to become energy independent are the major factors for recent policy push in India. The Company is committed to support this initiative by developing suitable technology, products and business solutions.

Strong presence of the Company in all segments of two wheeler industry, planned new launches and expanded network of dealers will help the Company to consolidate its gain further and grow ahead of the Industry in the coming years.

RISKS AND CONCERNS

Good monsoon aids growth in domestic two-wheeler demand due to a significant share from rural markets. Any negative deviation from normal monsoon is a cause of concern.

Effect of price increase due to safety norms implemented from April 1, 2019 in domestic two-wheelers above 125cc will be seen only in first half of 2019-20.

Uncertainty of demand due to upcoming emission regulation will be high in second half of 2019-20. In order to leapfrog from BSIV to BSVI emission norms in domestic market from April 1, 2020, product readiness, supply chain readiness and dealership readiness will be crucial.

International factors such as geo-political scenarios and rising crude oil prices are being continuously monitored for both risks and opportunities.

The Company recognizes these risks and has developed action plans to mitigate the risks suitably.

RISK MANAGEMENT POLICY

The Board has established a robust Risk Management framework to identify, monitor and minimize risks as well as to identify business opportunities.

Risk evaluation and management is an ongoing process. As a process, risks associated with the business are identified and prioritized based on the Company''s overall risk appetite, strategy, severity and probability of occurrence.

The risk function is looked after by a team reporting to the CEO of the Company. Process owners are identified for each risk and metrics are developed for continuous monitoring and minimization of risk.

The Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. The Company''s Risk Management Committee is overseeing all the risks that the organization faces such as strategic, financial, market, IT, legal, regulatory, reputational and other risks and recommends suitable action. Risk mitigation policy has been approved by the board.

OPERATIONS REVIEW

Total Quality Management (TQM)

TQM continues to be the backbone of the Company''s approach for sustainable growth through customer satisfaction. Continuous monitoring of performance measures and immediate actions to address such identified gaps have strengthened the process across the Company.

TVS way permeation has been a key focus area last year for the long term sustainability of the Company''s business results. Various actions were implemented towards improving the management process quality across organization. More than 100 managers have been trained to deliver consistent business results in their area through rigorous application of daily work management. This was coupled with the Company''s continued focus on problem solving through certification in lean six sigma methodologies. The workmen have participated in various theme based suggestion schemes, i.e., Quality, Safety and waste elimination. The Company has also witnessed improvement in the quality level of suggestions. This has greatly contributed towards achievement of set objectives on Quality Cost Delivery (QCD).

Migration to IATF16949

The Company was awarded IATF16949 certification by Bureau Veritas in July 2018. IATF16949 certification promotes inculcation of risk based thinking and proactive approach across all functions and at all levels.

Cost Management

The Company continues to focus on all elements of cost. Raw materials, components and conversion cost constitute major element of material cost. Focus on employee productivity and effectiveness of communication helps to reduce fixed cost of the Company.

Process improvement, waste elimination and productivity improvements across the supply chain will continue to receive greater attention. The Company will also pursue process innovation, value engineering, alternate sourcing and local sourcing to reduce material costs. In addition, continued efforts to enhance product mix are also planned.

Research and Development

The Research and Development (R&D) team continues to focus on excellence in engineering and relevant technology development. As a result of the team''s in-depth customer understanding and design innovations, TVS Radeon, a highly appealing new product has been launched and received well in the market. The team has developed in-house technologies for advanced brake systems as well as collaborated with world class suppliers to deliver the entire product range with such advanced brake systems.

Technology development for achieving lower emissions in the entire range of products towards compliance with the forthcoming BSVI emission norms has reached advanced stage and the team is working towards timely readiness of complete product portfolio in production. The team is continuously working on many advanced engine technologies for further improvements in fuel efficiency, performance and to meet future emission norms for international and domestic markets. Work on electric powertrains is being continued with a strong focus for the future requirements.

The R&D team continues their efforts in developing cutting-edge technologies that are relevant for the near and long term future requirements of the Company''s business plans. These developments are centered on customers, emerging needs of environment, safety and sustainability. The Company also collaborates with leading research establishments and educational institutions, both within and outside the country to explore and develop breakthrough opportunities.

TVS Racing continued its high performance and winning streak during the year, with 96% podium positions and 14 championship wins out of 15 participations. The racing related development and experience has enabled many of the technology and product development projects that R&D has undertaken.

Information Technology

The Company continues to implement several projects to improve its efficiency, transparency and process control across supply chain from supplier to dealer. Major focus areas are improvement of inventory turns and vehicle telematics. Various initiatives on industry 4.0 are being adopted for improving quality, productivity, traceability and waste elimination. The Company is in the process of adopting various machine learning tools for improving quality of its products and processes.

As part of continuous improvement and technology benchmarking, the Company''s IT systems were audited by external experts and recommendations were implemented. To enhance information security, various new IT security tools were implemented, and periodic audits are conducted by external experts and necessary control measures are taken.

The Company is ISO 27001:2013 certified for all manufacturing units and sales offices. Business continuity plan for major business and design applications has been implemented and tested. The Company is certified for ISO 22301 for Business continuity. The Company has been certified for CMM level 3 for its software development process.

The Company has also leveraged the digital technology to improve the quality and quantum of customer reach. Using social listening, the Company is improving its customer engagement in a more effective and efficient way.

INTERNAL CONTROL AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely. Company ensures adherence to all statutes.

RETURN ON NET WORTH

Particulars

Standalone

Consolidated

2017-18

2018-19

2017-18

2018-19

Return on Net worth (%)

25.06

21.52

25.67

22.46

The return on Net worth of 2018-19 is not strictly comparable with previous year, since 2017-18 includes notional fair valuation gain of Rs.58.70 Cr on investments held by the Company and a one-time gain on sale of investments to the tune of Rs.18.97 Cr, which after adjusting the above notional / one-time gain works out to 22.12 % as against 21.52 % of 2018-19.

Consolidated Return on Net worth is not comparable due to inclusion of subsidiaries in the middle of previous financial year.

INTERNAL FINANCIAL CONTROL

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy, accuracy and completeness of accounting records, timely preparation of reliable financial information and effectiveness of Internal Financial Controls.

Occupational Health & Safety (OHS)

The Company bagged two prestigious awards namely the Corporate Social Responsibility Award and Corporate Excellence Award at the CII - ITC Sustainability Awards 2018 held in Delhi. CII-ITC Sustainability Awards recognize and reward excellence in businesses that are seeking ways to be more sustainable and inclusive in their activities.

The Company has also bagged two International Achievement Awards for Quality & Business Excellence and Green Era Award for Sustainability. The event was held in Lisbon, Portugal in February 2019. These International Achievement Awards recognizes Company''s firm commitment to Quality and its true global sustainability. Towards IT & IOT initiatives, fence-line monitoring of ambient air quality was introduced for 8 parameters in Hosur Plant. The forms and returns under applicable Environmental Acts and Rules were made online.

Towards increasing the share of renewable energy over the years, the Company has invested in group captive mode to the tune of 35 MW wind power. Also, roof top solar power of 5.0 MW, solar water heating of 400 KW & solar air heating of 46 KW were implemented. With this Clean Development Mechanism (CDM), the renewable power contributes to 60% in overall share of power. These initiatives of renewable energy resulted in CO2 emissions reduction of about 50,000 tons during 2018-19.

In process design, efforts have been taken to minimize the generation of waste by introduction of clean technologies viz., water based Cathod Electro Deposition (CED) process; powder coating, etc. The new paint plant has been incorporated with a dry booth to overcome the usage of water. Two-wheeler paint plants in Hosur and Mysuru have Volatile Organic Compounds (VOC) abatement in paint baking oven through Regenerative Thermal Oxidizer (RTO). The waste heat from RTO is recovered and used back in the process.

The automation and advanced treatment processes have been implemented in Effluent treatment, Evaporator and Sewage treatment facilities. The waste water recycling capacity has been increased by about 450 Kilo litres daily. The chemical sludge from waste water treatment plants and paint sludge generated during paint application are used for co-processing in cement industry.

The Company''s manufacturing plants are certified under ISO 14001: 2015 standards. The Company is also promoting the certification for key stakeholders, suppliers, dealers and contractors. The certification is tracked and monitored at regular intervals through enterprise resource planning software. The online system triggers are sent to suppliers on re-certification.

The Company has successfully completed 4th surveillance audit (Second year) in 4th recertification audit process of Occupational Health & Safety system through implementation of BS OHSAS18001:2007 standard in Hosur & Mysuru plants. This year, Nalagarh plant was successfully added for OHSAS-18001 certification after implementing the system.

During this year, as a part of continual improvement in safety, around 663 proactive hazard control measures have been implemented across Hosur, Mysuru and Nalagarh Plants. The Plant Safety Rating System (PSRS) score improved from 211 to 237. The Company has achieved a reduction of 35% in frequency rate of accidents. Around 10 lakh man-hours have been completed with zero injury during civil construction activities at Hosur site last year.

Towards building a sustainable safety culture, periodical safety trainings have been organized and 10,098 employees were covered. For promoting safety, the entire month of March 2019 was celebrated as ''Safety Month'' with various competitions. Around 600 employees including contractors have actively participated and won several prizes. On the National Safety day celebration on 4th March 2019, many of the Company''s suppliers/service providers were awarded for excellence in safety last year. Also as a part of Buckle up & Strap up - Road Safety campaign, various promotional activities were conducted last year.

HUMAN RESOURCE DEVELOPMENT (HRD)

Constituents of Human Resources Development framework followed at the Company include Workforce planning, Employee engagement, Performance & Compensation management, Learning and Development, Career & Succession planning and Organization Development. Towards sustenance and delivering improved results, these constituents have a structured approach, policies and standard operating procedures which are reviewed and updated periodically.

Current and future skill-based competency development are planned and executed through both in-house programs and globally acclaimed programs, continuing education, challenging project assignments and job rotations.

The Company continues to maintain its record of good industrial relations without any interruption in work. As on 31st March 2019, the Company had 5,121 employees on its rolls.

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, amongst 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.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 (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 2019, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

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 annual accounts for the financial year ended 31st March 2019 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 are operating effectively; and

vi. that 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 in 1996 with the vision of building self-reliant rural community.

Over 23 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.

The Company is eligible to spend on their ongoing projects/ programmes, 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 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 recommendation of the CSR Committee, the Board has approved the projects / programmes carried out as CSR activities by the following non-profitable organizations having an established track record for more than the prescribed years in undertaking similar programmes / projects, constituting more than 2% of the average net profits of the Company, made during the three immediately preceding financial years, towards CSR spending for the financial year 2018-19 amounting to Rs.13.25 Cr:

S.No.

Name of the Institution

Amount spent (Rs.in Cr)

1.

Srinivasan Services Trust (SST)

9.76

2.

Sri Sathya Sai Central Trust

2.60

3.

National Institute of Mental Health & Neuro Sciences (NIMHANS)

0.64

4.

Voluntary Health Services (VHS)

0.25

Total

13.25

Presently, SST is working in 5,000 villages spread across Tamil Nadu, Karnataka, Maharashtra, Himachal Pradesh and Andhra Pradesh covering a population of about 31 lakhs and 7 lakh families. SST has focussed on the areas of economic development, health care, education, environment and infrastructure in around 3000 villages so far. SST will focus in the other 2000 villages also, so that all the areas are covered in the next 3 years.

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 2018-19 are given by way of Annexure IV attached to this Report.

7. FINANCIAL PERFORMANCE & POSITION OF SUBSIDIARIES & ASSOCIATES

The following companies and bodies corporate are the subsidiaries / associates of the Company:

Subsidiaries

1. Sundaram Auto Components Limited, Chennai

2. TVS Housing Limited, Chennai

3. TVS Motor Services Limited, Chennai

4. TVS Credit Services Limited, Chennai

5. TVS Two wheeler Mall Private Limited, Chennai

6. TVS Micro Finance Private Limited, Chennai

7. Harita ARC Private Limited, Chennai

8. Harita Collection Services Private Limited, Chennai

9. TVS Commodity Financial Solutions Private Limited, Chennai

10. TVS Housing Finance Private Limited, Chennai

11. TVS Motor Company (Europe) B.V., Amsterdam

12. TVS Motor (Singapore) Pte. Limited, Singapore

13. PT TVS Motor Company Indonesia, Jakarta

14. Sundaram Holding USA Inc, Delaware, USA

15. Green Hills Land Holding LLC, South Carolina, USA

16. Components Equipment Leasing LLC, South Carolina, USA

17. Sundaram - Clayton (USA) LLC, South Carolina, USA

18. Premier Land Holding LLC, South Carolina, USA

Associates

- Emerald Haven Realty Limited, Chennai and its subsidiaries.

- Ultraviolette Automotive Private Limited, Bengaluru

SUBSIDIARIES / ASSOCIATES

Sundaram Auto Components Limited (SACL)

Total revenue of SACL for the year 2018-19 was Rs.601.16 Cr as against Rs.1,143.37 Cr in the previous year. The decrease was mainly due to substantial reduction of business in automobile trading division post introduction of GST, effective 1st July 2017.

SACL earned a Profit before tax of Rs.17.37 Cr during the year 2018-19 as against Rs.24.10 Cr in the previous year.

SACL declared an interim dividend of Rs.0.65 per share (6.50%) for the year ended 31st March 2019, absorbing a sum of Rs.2.82 Cr including dividend distribution tax and paid to the Company.

National Company Law Tribunal (NCLT), Chennai approved the Scheme of Arrangement for Demerger of Automobile Trading Division (the Scheme) between Sundaram Auto Components Limited (SACL) and TVS Motor Services Limited (TVS MS). TVS MS acquired automobile trading division along with its relative assets and liabilities from SACL, as on 1st April 2018. The Scheme was filed with the Registrar of Companies on 20th February 2019 and became effective from that date.

As per the Scheme, TVS MS allotted 36,33,814 equity shares of Rs.10/- each to the Company, as consideration for the transfer of automobile trading division by SACL, on 27th February 2019. Since both TVS MS and SACL are the wholly owned subsidiaries of the Company, further allotment of shares by TVS MS to the Company has not affected their wholly owned subsidiary status.

TVS Housing Limited (TVSH) / Emerald Haven Realty Limited (EHRL)

TVS Housing Limited is a 100% subsidiary of the Company.

EHRL has till date completed construction of 1.3 Mn Sq ft of residential development and the total area under development as on date is 5.0 Mn Sq ft.

During the year, EHRL launched new projects at Salamangalam, Radial Road, Porur and Kolapakkam in Chennai.

During the year, EHRL through its subsidiaries has acquired lands in Radial Road, Karapakkam and Manapakkam, and has also been appointed as a manager for residential development at Vengaivasal, Chennai and further geographically expanded to Bengaluru through a joint development.

During the year, EHRL earned a Profit before tax of Rs.7.97 Cr as against Rs.6.56 Cr in the previous year on a consolidated basis.

PT.TVS Motor Company Indonesia (PT TVSM)

The Indonesian two-wheeler Industry grew by 14% over 2017-18. Bebek and Skubek segment grew by 9% and 17% respectively, whereas motorcycle segment suffered negative growth of 12%.

For PT TVSM, the total two-wheeler sales increased from 37,096 vehicles in 2017-18 to 40,759 vehicles in 2018-19. Total 3W sales increased from 649 units in 2017-18 to 2,699 units in 2018-19. Export of 3W commenced during Q3 of 2018-19.

EBITDA loss for the year 2018-19 was USD 3 Mn. as against USD 3.72 Mn. in 2017-18.

TVS Motor Company (Europe) B.V & TVS Motor (Singapore) Pte. Ltd

TVSM 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 TVSM.

TVS Motor Services Limited (TVS MS)

TVS MS is the investment SPV of the Company, for funding TVS Credit Services Limited (TVS CS).

National Company Law Tribunal, Chennai (NCLT), has approved a Scheme of Arrangement (Scheme) on 16th April 2019 for the redemption of Non-cumulative Redeemable Preference Shares (NCRPS) issued by TVS MS. As per the Scheme, TVS MS will be transferring its investment in TVS CS equity shares to the NCRPS holders towards redemption. After transfer of TVS CS equity shares, the Company will hold 86% of equity shares in TVS CS.

TVS Credit Services Limited (TVS CS)

TVS CS is the retail finance arm of the Company for financing of two-wheelers. In line with its long term vision of being preferred financier with diversified and profitable portfolio, TVS CS added MSME finance portfolio during the year 2018-19.

During the year 2018-19, TVS CS''s overall disbursements registered a growth of 44% at Rs.7,067 Cr as compared to Rs.4,899 Cr in the previous year. The assets under management stood at Rs.8,335 Cr as against Rs.6,152 Cr during the previous year thereby registering a growth of 35%. Total income during the year 2018-19 increased to Rs.1,635 Cr from Rs.1,279 Cr during the financial year, an increase of 28% over the previous year.

The Profit before tax for the year has also improved and stood at Rs.216 Cr as against Rs.206 Cr during the previous year.

The following companies are the subsidiaries of TVS CS.

1. TVS Two wheeler Mall Private Limited

2. TVS Micro Finance Private Limited

3. Harita ARC Private Limited

4. Harita Collection Services Private Limited

5. TVS Commodity Financial Solutions Private Limited

6. TVS Housing Finance Private Limited

Sundaram Holding USA Inc. (SHUI) and its subsidiaries

SACL alongwith the holding company, viz., Sundaram-Clayton Limited have formed Sundaram Holding USA Inc. (SHUI), a company established under the applicable provisions of Laws of The United States of America.

SHUI''s wholly owned subsidiaries are:

1. Green Hills Land holding LLC, South Carolina, USA

2. Component Equipment Leasing LLC, South Carolina, USA

3. Sundaram-Clayton USA LLC, South Carolina, USA

4. Premier Land Holding LLC, South Carolina, USA

Commercial production would commence during 2019-20.

Ultraviolette Automotive Private Limited (UV)

The Company has invested a sum of Rs.11 Cr in the equity shares of UV and holds 25.33% of the total capital of UV as on 31st March 2019. UV is a start-up company engaged in developing electric mobility solutions.

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 Regulation 33 of the Listing Regulations along with a separate statement containing the salient features of the financial performance of subsidiaries / associates in the prescribed form. The audited consolidated financial statements together with Auditors'' Report form part of the Annual Report.

The audited financial statements of the subsidiary companies will be made available to the Shareholders, on receipt of a request from any Shareholder 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 as mentioned in the Notice of AGM.

The consolidated Profit before tax of the Company and its subsidiaries & associates amounted to Rs.1083 Cr for the financial year 2018-19 as compared to Rs.931 Cr in the previous year.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors appointment / re-appointment

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board at its meeting held on 23rd October 2018 has appointed Mrs Lalita D Gupte, as an Additional Director to comply with the requirement of having Independent Woman Director on the Board of the Company in terms of the Listing Regulations.

On the same date, Mr K N Radhakrishnan, President & CEO was appointed as an Additional Director and also as Director & CEO in the rank of Whole-time Director for a period of five years, effective 23rd October 2018, based on the recommendation of the NRC. His terms of appointment and remuneration were approved by the shareholders through Postal Ballot on 5th March 2019.

The Board at its meeting held on 30th April 2019 appointed Mr R Gopalan, as an Additional and Non-executive Independent Director of the Company, based on the recommendation of the NRC, effective 30th April 2019.

The Company is seeking approval of the shareholders for the appointment of Mrs Lalita D Gupte and Mr R Gopalan, as Independent Directors and Mr K N Radhakrishnan, as Director, at the ensuing AGM.

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 is liable to retire by rotation at every AGM. Mr Sudarshan Venu, Joint Managing Director and Mr Rajesh Narasimhan, Director, who have been the longest in office, are liable to retire by rotation at the ensuing AGM, and being eligible, offer themselves for re-appointment.

The Directors have recommended their appointment / reappointment for the approval of Shareholders. The brief profile of the Directors are furnished in the Notice convening the AGM of the Company.

Independent Directors (IDs)

All IDs hold office for a fixed term of five years and are not liable to retire by rotation.

At the AGM held on 14th July 2014, M/s T Kannan, R Ramakrishnan, C R Dua, 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 as determined by the Board from time to time.

Based on the performance evaluation by both the NRC and Board, all the aforesaid IDs were re-appointed by the shareholders through Postal Ballot on 5th March 2019 for the second term of five consecutive years from 14th July 2019 as IDs of the Company in terms of Section 149 of the Act, 2013 on the same terms of appointment and remuneration by way of fees and profit related commission, if any.

The terms cover, inter-alia, duties, rights of access to information, disclosure of their interest / concern, dealing in Company''s shares, remuneration and expenses, insurance and indemnity. The IDs are provided with copies of the Company''s policies and charters of various Committees of the Board.

In accordance with Section 149(7) of the Act, 2013, all IDs have declared that they meet the criteria of independence as provided under Section 149(6) of the Act, 2013 and Regulation 25 of the Listing Regulations.

The detailed terms of appointment of IDs is disclosed on the Company''s website in the following link http:// www.tvsmotor.com/pdf/Terms-of-Appointment-Independent-Directors.pdf.

Separate meeting of Independent Directors

During the year under review, a separate meeting of IDs was held on 11th March 2019 and all the IDs were present at the Meeting.

Based on the set of questionnaires, complete feedback on Non-Independent Directors and details of various activities undertaken by the Company were provided to IDs to facilitate their review / evaluation.

a) Non-Independent Directors (Non-IDs)

IDs used various criteria and methodology practiced in Industry, prescribed by NRC for evaluation of Non-IDs viz., M/s Venu Srinivasan, Chairman and Managing Director, Sudarshan Venu, Joint Managing Director, K N Radhakrishnan, Director & CEO, H Lakshmanan, Dr. Lakshmi Venu and Rajesh Narasimhan, Directors and also of Chairman of the Board and the Board as a whole.

IDs evaluated the performance of all Non-IDs individually, through a set of questionnaires. They reviewed their interaction during the Board / Committee meetings and thoughtful inputs given by them to improve the risk management, internal controls and contribution to the Company''s growth.

IDs were satisfied fully with the performance of all Non-IDs.

b) Chairman

IDs reviewed the performance of Chairman of the Board after taking into account his performance and benchmarked the achievement of the Company with industry under the stewardship of Chairman.

IDs also placed on record, their appreciation of Chairman''s visionary leadership and appreciated him as a driving force for sustaining high ethical standard and transparency in boardroom discussions and actions, and has a great ability to listen to all members and stimulate discussions to benefit the businesses and to remain contemporary and futuristic both in the Company''s operations and its processes.

They also recorded the growth story of the Company under the leadership of Chairman and significant increase in turnover & Profit and its effect on increased share price.

c) Board

IDs also evaluated Board''s composition, size, mix of skills and experience, its meeting sequence, effectiveness of discussion, decision making, follow up action, so as to improve governance and enhance personal effectiveness of Directors.

The evaluation process focused on Board Dynamics and the Board upon evaluation concluded that it is well balanced in terms of diversity of experience with expert in each domain viz., Automotive, Leadership / Strategy, Finance, Legal & Regulatory and Governance. The Company has a Board with wide range of expertise in all aspects of business.

IDs unanimously evaluated the prerequisites of the Board viz., formulation of strategy, acquisition & allocation of overall resources, setting up policies, directors'' selection processes and cohesiveness on key issues and satisfied themselves that they were adequate.

They were satisfied with the Company''s performance in all fronts and finally concluded that the Board operates with best practices.

IDs have also ensued that the skills / expertise / competence of the Board of Directors are in line with the Company''s business requirement to enable it function effectively.

d) Quality, Quantity and Timeliness of flow of Information between the Company, Management and the Board

All IDs have expressed their overall satisfaction with the support received from the management and the excellent work done by the management during the year under review and also that the relationship between the top management and Board is smooth and seamless.

Key Managerial Personnel (KMP)

Director & CEO

During the year under review, Mr K N Radhakrishnan, President & CEO was appointed as Director & CEO in the rank of Whole Time Director for a period of five years effective 23rd October 2018 and the Shareholders have approved the same through Postal Ballot on 5th March 2019.

Mr Venu Srinivasan, Chairman and Managing Director, Mr Sudarshan Venu, Joint Managing Director, Mr K N Radhakrishnan, Director & CEO, Mr K Gopala Desikan, Chief Financial Officer and Mr K S Srinivasan, Company Secretary are KMPs of the Company in terms of Section 2(51) and Section 203 of the Act, 2013 as on date of this Report.

Nomination and Remuneration Policy

NRC reviews the composition of the Board to ensure an appropriate mix of abilities, experience and diversity to serve the interests of all Shareholders of the Company.

Nomination and Remuneration Policy was approved by the Board at its meeting held on 23rd September 2014 and amended from time-to-time in terms of Section 178 of the Act, 2013. The objective of such policy shall be to attract, retain and motivate executive management and devise remuneration structure to link to Company''s strategic long term goals, appropriateness, relevance and risk appetite.

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, whenever the need arises for appointment of Directors / KMP.

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.

Remuneration payable to Non-executive Independent Directors

The Shareholders at the 25th AGM of the Company held on 11th August 2017, have renewed the payment of remuneration, by way of commission not exceeding 1% of the Net profits, in aggregate, payable to the Non-Executive

Independent Directors of the Company (NE-IDs) every year from 1st April 2018.

The Company derives substantial benefit through their expertise and advice, increased involvement in policy issues and also by devoting considerable time in deliberating the operational and other issues of the Company from time to time.

Evaluation of Directors and Committees

In terms of Section 134 of the Act, 2013 and the Corporate Governance requirements as prescribed under the Listing Regulations, the Board reviewed and evaluated all Directors (excluding the Director being evaluated) and various Committees viz., Audit Committee, Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee, based on the evaluation criteria laid down by the NRC i.e., through a set of questionnaires.

Directors

The performance of all Directors were 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 to the direction articulated by the management team towards consistent improvement.

On the basis of the report of performance evaluation of directors, the Board noted and recorded that all the directors should extend and continue their term of appointment as Directors / Independent Directors, as the case may be.

Committees

Board delegates specific mandates to its Committees, to optimize Directors'' skills and talents besides complying with key regulatory aspects.

- Audit Committee for overseeing financial Reporting;

- Risk Management Committee for overseeing the risk management framework;

- Nomination and Remuneration Committee for selecting and compensating Directors / KMPs / SMPs;

- Stakeholders'' Relationship Committee for redressing investors grievances; and

- Corporate Social Responsibility Committee for overseeing CSR initiatives and inclusive growth.

The performance of each Committee was evaluated by the Board after seeking inputs from its Members on the basis of specific terms of reference, its charter, time spent by the Committees in considering key issues, quality of information received, major recommendations / action plans and work of each Committee.

The Board is satisfied with overall effectiveness and decision making of all Committees. The Board reviewed each Committee''s terms of reference to ensure that the Company''s existing practices remain appropriate.

Recommendations from each Committee were considered and approved by the Board prior to its implementation, wherever necessary and there were no items where the board had not accepted any recommendation of any committee of the board in the relevant financial year.

Details of Committees, its charter, functions are provided in the Corporate Governance Report attached to this Report. Number of Board meetings held:

The number of Board meetings held during the financial year 2018-19 is provided as part of Corporate Governance Report prepared in terms of the Listing Regulations.

10. AUDITORS

Statutory Auditor

The Company at its twenty sixth AGM held on 7th August 2018 re-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 the second term of five consecutive years from the conclusion of 26th AGM till the conclusion of 31st AGM, at such remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Statutory Auditors will continue to hold office for the 2nd year in the second term of five consecutive years, from the conclusion of this AGM.

The Company has obtained necessary certificate under Section 141 of the Act, 2013 conveying their eligibility for being the Statutory Auditors of the Company for the year 2019-20.

The Auditors'' Report for the financial year 2018-19 does not contain any qualification, reservation or adverse remark and the same is attached with the annual financial statements.

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.

The Secretarial Audit Report for the year 2018-19, given by M/s S Krishnamurthy & Co., Company Secretaries, Chennai is attached to this Report. The Secretarial Audit Report does not contain any qualification, reservation or other remarks.

The Board at its meeting held on 30th April 2019 has re-appointed M/s. S Krishnamurthy & Co., Practising Company Secretaries, Chennai having Registration No.2215 allotted by the Institute of Company Secretaries of India as Secretarial Auditors for the financial year 2019-20.

Cost Auditor

As per Section 148 of the Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, as amended, the cost audit records maintained by the Company in respect of its engine components manufactured by the Company specified under Customs Tariff Act heading in Table B to Rule 3 of the above rules, are required to be audited by a Cost Auditor.

In terms of the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board 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 the Cost Auditor for conducting Cost Audit for the financial year 2019-20.

The Company has also received necessary certificate under Section 141 of the Act, 2013 from him conveying his eligibility to act as a Cost Auditor. A sum of Rs.6 lakhs has been fixed by the Board as remuneration in addition to reimbursement of applicable taxes, travelling and out-of-pocket expenses payable to him, which is required to be approved and ratified by the Members, at the ensuing AGM as per Section 148(3) of the Act, 2013.

The Company has filed the Cost Audit Report for 2017-18 on 5th September 2018 in XBRL format with Registrar of Companies.

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 the Listing Regulations form part of this Annual Report.

The Director & Chief Executive Officer and the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with the Regulation 17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended 31st March 2019.

12. BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34 of the Listing Regulations, the Business Responsibility Report for the year 2018-19 describing the initiatives taken from an environment, social and governance perspective, in the prescribed format is given as Annexure VII to this Report and is available on the Company''s website viz., https://www.tvsmotor.com/pdf/ BUSINESS-RESPONSIBILITY-REPORT-2019.pdf.

13.POLICY ON VIGIL MECHANISM

The Company has adopted a Policy on Vigil Mechanism in accordance with the provisions of Act, 2013 and Regulation 22 of the Listing Regulations, 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 and Ethics.

The Code also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about grievances or violation of the Company''s Code.

The Board at its meeting held on 30th April 2019 made certain amendments to the Whistle Blower Policy for reporting any allegations of material nature on any leakage of Unpublished Price Sensitive Information.

The Policy is disclosed on the Company''s website in the following link https://www.tvsmotor.com/pdf/Whistle-Blower-Policy-2019.pdf.

14. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Section 76 of the Act, 2013, for the year ended 31st March 2019.

15.STATUTORY STATEMENTS

Information on conservation of energy, technology absorption, foreign exchange etc:

Relevant information is 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.

Material changes and commitments:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations.

Annual Return:

Extract of the Annual Return in prescribed form is given as Annexure-II to this Report, in terms of the requirements of Section 134(3)(a) of the Act, 2013 read with the Companies (Accounts) Rules, 2014.

The same is available on the company''s website in the following link https://www.tvsmotor.com/pdf/Annual-Return-2019.pdf.

Employee''s 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 as mentioned in the Notice of AGM 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 material related party transactions:

There are no material related party transactions under Section 188 of the Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

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 2018-19 are given as Annexure-VI to this Report. On loans granted to the Employees, the Company has charged interest as per its remuneration policy.

Please refer note No. 3 to Notes on accounts for the financial year 2018-19, for details of investments made by the Company.

Reporting of fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, 2013.

Disclosure in terms of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has Internal Complaints Committees as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.

16.ACKNOWLEDGEMENT

The Directors gratefully acknowledge the continued support and co-operation received from the holding Company viz., Sundaram-Clayton Limited. The Directors also 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 of Directors

Chennai VENU SRINIVASAN

30th April 2019 Chairman

Source : Dion Global Solutions Limited
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