TVS Motor : 30th Annual Report 2021-2022 June 2022

TVS MOTOR COMPANY LIMITED

Board of Directors	PROF. SIR RALF DIETER SPETH
	Chairman
	VENU SRINIVASAN
	Chairman Emeritus & Managing Director
	SUDARSHAN VENU
	Managing Director
	K.N. RADHAKRISHNAN
	Director & CEO
	C. R. DUA
	R. GOPALAN
	LALITA D. GUPTE
	T. KANNAN
	KUOK MENG XIONG
	H. LAKSHMANAN
	HEMANT KRISHAN SINGH
	DR. LAKSHMI VENU
Audit Committee	R. GOPALAN, Chairman
	C. R. DUA
	T. KANNAN
Nomination and	C.R. DUA, Chairman
Remuneration	T. KANNAN
Committee	H. LAKSHMANAN
Risk Management	T. KANNAN, Chairman
Committee	SUDARSHAN VENU
	K.N. RADHAKRISHNAN
	LALITA D. GUPTE
	HEMANT KRISHAN SINGH
	K. GOPALA DESIKAN
Stakeholders'	HEMANT KRISHAN SINGH, Chairman
Relationship	VENU SRINIVASAN
Committee	SUDARSHAN VENU
	C.R. DUA
	LALITA D. GUPTE
Corporate	VENU SRINIVASAN, Chairman
Social Responsibility	H. LAKSHMANAN
Committee	R. GOPALAN
Chief Financial	K. GOPALA DESIKAN
Officer
Company Secretary	K.S. SRINIVASAN
Statutory Auditors	V. SANKAR AIYAR & Co.,
	Chartered Accountants,
	2-C, Court Chambers,
	35 New Marine Lines, Mumbai - 400 020.
	Tel. : [phone]
	E-mail : [e-mail]
Cost Auditor	A.N. RAMAN
	Cost Accountant,
	No. 10 P, Muthukumaraswami Salai,
	Off. Baby Nagar 1st Main Road,
	Velachery, Chennai - 600 042.
	Tel. [phone]
	E-mail : [e-mail]

Secretarial Auditors S. KRISHNAMURTHY & CO., Company Secretaries,

No. 16, Pattammal Street, Mandaveli, Chennai - 600 028. Tel. : [phone]

E-mail : [e-mail]

Shares listed with BSE Ltd., Mumbai.

National Stock Exchange of India Ltd., Mumbai.

Bankers

STATE BANK OF INDIA

Corporate Accounts Group Branch, Chennai.

Registered Office

"Chaitanya" No. 12, Khader Nawaz Khan Road, Nungambakkam, Chennai 600 006, Tamil Nadu, India Tel : [phone] Fax : [phone]

CIN No. L35921TN1992PLC022845 E-mail:[e-mail] Website: www.tvsmotor.com

Share Transfer Agent

Integrated Registry Management Services Private Limited 2nd Floor, Kences Towers, No. 1, Ramakrishna Street, North Usman Road, T Nagar, Chennai-600 017

Tel: [phone]; Fax: [phone]

Email:[e-mail], [e-mail] Plant Locations

1. Post Box No. 4, Harita, Hosur - 635 109, Tamil Nadu, India. Tel : 04344 - 276780
2. Post Box No. 1, Byathahalli Village,
   Kadakola Post, Mysuru - 571 311, Karnataka, India. Tel : 0821 - 2596561
3. Bhatian Village, Bharatgarh Road, Teh. Nalagarh, Solan District - 174 101, Himachal Pradesh, India. Tel : 01795 - 220492/93

Subsidiary Companies

Sundaram Auto Components Limited

TVS Housing Limited

TVS Motor Services Limited

Intellicar Telematics Private Limited

TVS Credit Services Limited

TVS Electric Mobility Limited

TVS Motor (Singapore) Pte. Limited, Singapore

The Norton Motorcycle Co Limited, United Kingdom

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

PT TVS Motor Company Indonesia, Jakarta

Swiss E-Mobility Group (Holding) AG, Switzerland

The GO Corporation, Switzerland

TVS Digital Pte. Ltd, Singapore

CONTENTS	Page Nos.
Financial Highlights	2
Notice of Annual General Meeting	3
Directors' Report to the shareholders	13
Standalone Financial Statements	105
Consolidated Financial Statements	170

1

Rupees in crores

IGAAPInd AS

2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22

7,875 8,694 10,788 12,195 13,363 15,618 18,217 16,455 16,784 20,810

461 536 669 914 1,030 1,274 1,441 1,378 1,462 1,981

254 355 456 629 699 879 961 787 826 1,243

(91) (3) - - - - - (32) - (30)

116 262 348 489 558 663 670 592 612 894

1,048 1,174 1,419 1,751 2,046 2,503 2,837 3,185 3,289 3,731

47.51 47.51 47.51 47.51 47.51 47.51 47.51 47.51 47.51 47.51

1,177 1,368 1,598 1,911 2,361 2,833 3,300 3,571 4,123 4,775

1,225 1,416 1,646 1,959 2,409 2,881 3,348 3,619 4,171 4,822

634 528 970 924 1,107 1,189 1,400 2,022 1,106 1,601

2.44 5.51 7.32 10.30 11.75 13.95 14.11 12.47 12.88 18.81

1.20 1.40 1.90 2.50 2.50 3.30 3.50 3.50 3.50 3.75

25.78 29.81 34.65 41.23 50.71 60.64 70.47 76.18 87.79 101.50

6.09 6.35 6.36 7.29 7.06 7.74 7.87 8.19 8.53 9.44

3.24 4.10 4.24 5.20 5.30 5.66 5.28 4.79 4.93 5.98

14.68 18.88 20.27 23.24 21.67 24.61 23.55 16.62 17.15 22.77

9.69 19.82 22.73 27.15 25.56 25.06 21.52 17.01 15.72 19.87

TVS MOTOR COMPANY LIMITED

Financial Highlights

Details

Sales & other income @

Profit before interest, depreciation, amortisation and tax*

Profit before tax*

Exceptional / Extraordinary Items

Profit after tax

Net fixed assets

Share capital

Reserves and surplus

Net worth

Total borrowings

Earnings per share ($)

Dividend per share ($)

Book value per share ($)

Operating EBITDA (%)

Profit before tax * / Turnover (%)

Return on capital employed (%)

Return on net worth (%)

Notes:

• Sales includes Excise duty upto June 2017.

* Figures stated are before exceptional and extraordinary items.

2

TVS MOTOR COMPANY LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 30th Annual General Meeting of the Company (AGM) will be held on Monday, the 27th June 2022 at 2.00 P.M. [Indian Standard Time (IST)] through Video Conferencing / Other Audio Visual Means to transact the following businesses:

ORDINARY BUSINESS

1. To consider passing the following resolution as an ordinary resolution:
   RESOLVED THAT the standalone and consolidated audited financial statements for the year ended 31st March 2022, together with the Directors' Report and the Auditors' Report thereon as circulated to the Members and presented to the meeting be and are hereby approved and adopted.
2. To consider passing the following resolution as an ordinary resolution:
   RESOLVED THAT Dr. Lakshmi Venu (holding DIN 02702020), Director, who retires by rotation and being eligible, offers herself for re-appointment, be and is hereby re-appointed as a Director of the Company.

SPECIAL BUSINESS

3. To consider passing the following resolution as an ordinary resolution:

RESOLVED THAT the vacancy caused by retirement of Mr H Lakshmanan (DIN 00057973) Director, who does not offer himself for re-appointment, be not filled up.

1. To consider passing the following resolution as an ordinary resolution:
   RESOLVED THAT Mr Venu Srinivasan (holding DIN 00051523), Director, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.
2. To consider passing the following resolution as an ordinary resolution:
   RESOLVED THAT pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) remuneration of $ 8 Lakhs (Rupees eight lakhs only) in addition to reimbursement of all applicable taxes, travelling and out-of-pocket expenses, payable to Mr A N Raman, Practising Cost Accountant, holding Membership No. 5359, allotted by The Institute of Cost Accountants of India, who was re-appointed as Cost Auditor of the Company for the year 2022-23 by the Board of Directors of the Company, as recommended by the Audit Committee be and is hereby ratified.

By order of the Board of Directors

Chennai	K S SRINIVASAN
5th May 2022	Company Secretary

Notes:

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act, 2013), in respect of the special businesses to be transacted at the Annual General Meeting (AGM), as set out in the Notice is annexed hereto.

1. Pursuant to the Circular No. 2/2022 dated 5th May 2022 read with Circular No. 20/2020 dated 5th May 2020, issued by the Ministry of Corporate Affairs and all other relevant circulars issued from time to time, and SEBI/ HO/CFD/CMD2/CIR/P/2021/697 dated 22nd December 2021 issued by the Securities and Exchange Board of India (SEBI, 2013) and in compliance with the provisions of the Act, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), physical attendance of the Members is not required at a common venue and AGM can be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
2. Pursuant to the Circular No. 14/2020 dated 8th April, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised

representatives as Members to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-Voting.

1. The Members can join the AGM through VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM will be made available for 1000 members on "first come first served" basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of "first come first served" basis.
2. The attendance of the Members attending the AGM through VC / OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act, 2013.
3. Pursuant to the provisions of Section 108 of the Act, 2013 read with Rule 20 of the Companies (Management

3