TVS Motor Company Limited

The Company has 13 Board of Directors which includes Mr Venu Srinivasan (Chairman and MD),
Mr Sudarshan Venu (Joint Managing Director) and Mr K.N. Radhakrishnan (Director and C.E.O).
Mr K Gopala Desikan is the CFO.

TVS Motor Company Limited also has a Risk Management Committee, Stakeholders
Relationship Committee, Nomination and Remuneration Committee, CSR Committee.

V Sankar Aiyar and Company is the Statutory Auditor and S. Krishnamurty and Company is the
Secretarial Auditor of TVS Motors Company Ltd.

TVS Motors Company Ltd has its shares listed with BSE Ltd and National Stock Exchange of India
Ltd. State Bank of India, Corporate Accounts Group Branch, Chennai is the banker for TVS
Motor Company Ltd. Below are the subsidiary companies of TVS Motor Company Ltd.

Sundaram Auto Components Limited

TVS Housing Limited
TVS Motor Services Limited
TVS Credit Services Limited
PT. TVS Motor Company Indonesia, Jakarta
TVS Motor Company (Europe) B.V., Amsterdam
TVS Motor (Singapore) Pte. Limited, Singapore
Sundaram Holding USA Inc., Delaware, USA (page 1)

According to the financial highlights of the company (page 2)

 The company has shown a 16.64 % increase in sales

 9.33% increase in profit before tax
 1.05 % increase in profit after tax
 Earnings per share has increased from 13.95 crores to 14.11 crores i.e by 1.15 %
 Net worth has increased by 16.22 %
Directors’ Report to the Shareholders (Page 12)

The Board of Directors has presented the report taking into consideration the below points:

The company maintained its performance in terms of growth by showing an increase in sales of
11.6% for two wheelers, 15% for motorcycles and 14.6% for scooters as compared to last year.
The company continues to lead customer satisfaction and its new products are well accepted by
the customers.

The total amount of dividends for the year ended 31 st March 2019 aggregated to Rs. 3.5 per
share on 47,50,87,114 equity shares of Rs. 1 each.

TVS Motors Company Limited had a strategic partnership with BMW Mottorrad. In December
2018, the company achieved a milestone of rolling out 50,000 units of the BMW 310 cc
motorcycle.

Many people in the country belong to the middle class category. Need for commuting is
increasing. As per the board of directors, this will lead to an increase in demand for two
wheelers. The company considers this as an opportunity to increase its demand for vehicles.
Increase in pricing discounts is a threat for the company. However, the company will be
prepared for this by producing competitive products.

Green mobility and target to become energy independent are the major factors for recent
policy push in India and the company is committed to support this initiative by developing
suitable technology product. The company is also monitoring the changes in crude oil prices as
this is a risk as well as an opportunity to the company.

TVS Motors Company Limited has a Risk Management Committee and the team directly reports
to the CEO. This team looks after all the risks that the company faces in terms of strategic,
financial market, IT, legal etc and recommends a solution for the same so that this can be
avoided or minimized.

(Page 15) From operations review, the company has a Total Quality Management (TQM) team
which is the backbone of the company’s approach for the sustainable growth through customer
satisfaction. It has the Cost Management Team to control the elements of cost, the Research
and Development team and the Information Technology team.

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.
Director’s Responsibility Statement (page 17)

The Director’s Responsibility Statement mentions that the annual accounts for the financial
year ended 31 March 2019 is prepared by following the accounting standards with proper
explanation relating to material departures. The report gives a true and fair view of the state of
affairs of TVS Motor Company Limited.

The directors have prepared the annual documents on a going concern basis.

Auditors’ Certificate on Compliance of the Provisions of the Code of Corporate Governance.

(Page 74). The compliance of conditions of Corporate Governance is the responsibility of
Company’s Management. TVS Motors Company Limited’s statutory auditor V. Sankar Aiyar and
Company has certified that TVS Motor Company Limited has complied with these conditions of
Corporate Governance.

The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) of TVS Motors Company
Limited have certified that (page 75) they have reviewed the financial statements. The
statements are prepared based on the Indian Accounting Standards. They have also certified
that the statements are not misleading, they present a true and fair view of the company’s
affairs, and the company has not entered into any fraudulent transactions during the year.

Also the Company Secretary in Practice ( S Krishnamurthy and Company ) have certified (page
76) that none of the board of TVS Motors Company Ltd have been debarred or disqualified
from being appointed or continuing as Directors of the Company by the SEBI or MCA.

Secretarial Audit Report (Page 77)

S Krishnamurthy and Company issued the report

 On verification of books, papers maintained by the company for the year ended 31 st
March, 2019
  Compliance certificates that were taken on record by the Board of Directors and
 Representations made, documents and information shown by the company or its
officers during the conduct of the audit.

The auditors have reported that in their opinion the company has complied with the necessary
statutory provisions. The company has also complied with FEMA, SEBI regulations.

The auditors were informed that, during / in respect of the year, The Company was not
required to comply with the following laws / rules / regulations / standards and consequently
was not required to maintain any books, papers, minute books or other records or file any
forms / returns under:
(i) Foreign Exchange Management Act, 1999, and the rules and regulations made there under to
the extent of Foreign Direct Investment;

(ii) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993, regarding the Companies Act, 2013, and dealing with clients;

(iii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations [‘SEBI ICDR’], 2009 which was replaced by the ‘SEBI ICDR’ 2018 (with effect from
10th November 2018);

(iv) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998 which
was replaced by the The Securities and Exchange Board of India (Buy-Back of Securities)
Regulations, 2018 (with effect from 11th September 2018);

(v) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008;

(vi) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(vii) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014; and

(viii)Secretarial Standards - 4 on report of the Board of Directors (Non mandatory).

It is also reported that the Company has adequate systems as per the size and operations to
monitor and ensure compliance of laws, rules and regulations.