TVS Motor : 31st Annual Report 2022-2023 June 2023

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
	HEMANT KRISHAN SINGH
	B SRIRAM
	DR. LAKSHMI VENU
Audit Committee	R. GOPALAN, Chairman
	C. R. DUA
	T. KANNAN *
Nomination and	C.R. DUA, Chairman
Remuneration	T. KANNAN *
Committee	KUOK MENG XIONG
	LALITA D. GUPTE [Effective 25.05.2023]
Risk Management	T. KANNAN *
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	T. KANNAN *
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]

• Demise on 23.05.2023

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

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	14
Standalone Financial Statements	113
Consolidated Financial Statements	178

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TVS MOTOR COMPANY LIMITED

TVS MOTOR COMPANY LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Financial Highlights

Rupees in crores

Details		IGAAP					Ind AS
2013-142014-15	2015-162016-172017-182018-192019-202020-212021-222022-23
Sales & other income @	8,694	10,788	12,195	13,363	15,618	18,217	16,455	16,784	20,810	26,479
Profit before interest, depreciation,
amortisation and tax *	536	669	914	1,030	1,274	1,441	1,378	1,462	1,981	2,775
Profit before tax *	355	456	629	699	879	961	787	826	1,243	2,003
Exceptional / Extraordinary Items	(3)	-	-	-	-	-	(32)	-	(30)	-
Profit after tax	262	348	489	558	663	670	592	612	894	1,491
Net fixed assets	1,174	1,419	1,751	2,046	2,503	2,837	3,185	3,289	3,731	4,224
Share capital	47.51	47.51	47.51	47.51	47.51	47.51	47.51	47.51	47.51	47.51
Reserves and surplus	1,368	1,598	1,911	2,361	2,833	3,300	3,571	4,123	4,775	6,000

NOTICE is hereby given that the 31st Annual General Meeting of the Company (AGM) will be held on Monday, the 24thJuly 2023 at 3.30 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 2023, together with the Board's 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 Prof. Sir Ralf Dieter Speth (holding DIN 03318908), Director, who retires by rotation and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company."

Statutory Auditors in terms of Sections 139 and 141 of the Companies Act, 2013 and applicable rules thereunder, be and are hereby appointed as Auditors of the Company for a term of five consecutive years to hold office from the conclusion of this (31st) Annual General Meeting till the conclusion of the 36th Annual General Meeting of the Company, in place of the retiring auditors M/s V. Sankar Aiyar & Co, Chartered Accountants, who hold such office till the conclusion of the 31st Annual General Meeting, on such remuneration as may be approved by the Board of Directors on the recommendation of the Audit Committee, from time to time during their tenure of appointment, in addition to applicable taxes and reimbursement of travelling and other out of pocket expenses incurred by them.

RESOLVED FURTHER THAT the Board of Directors and Audit Committee thereof, be and are hereby authorized to decide and finalize the terms and conditions of appointment, including remuneration of the Statutory Auditors and to do all such acts as may be necessary, proper and expedient to give effect to this resolution."

Net worth	1,416	1,646	1,959	2,409	2,881	3,348	3,619	4,171	4,822	6,048
Total borrowings	528	970	924	1,107	1,189	1,400	2,022	1,106	1,601	2,245
Earnings per share ($)	5.51	7.32	10.30	11.75	13.95	14.11	12.47	12.88	18.81	31.38
Dividend per share ($)	1.40	1.90	2.50	2.50	3.30	3.50	3.50	3.50	3.75	5.00
Book value per share ($)	29.81	34.65	41.23	50.71	60.64	70.47	76.18	87.79	101.50	127.30
Operating EBITDA (%)	6.35	6.36	7.29	7.06	7.74	7.87	8.19	8.53	9.44	10.14
Profit before tax* / Turnover (%)	4.10	4.24	5.20	5.30	5.66	5.28	4.79	4.93	5.98	7.59
Return on capital employed (%)	18.88	20.27	23.24	21.67	24.61	23.55	16.62	17.15	20.68	25.25
Return on net worth (%)	19.82	22.73	27.15	25.56	25.06	21.52	17.01	15.72	19.87	27.43

Notes:

• Sales includes Excise duty upto June 2017.

* Figures stated are before exceptional and extraordinary items.

1. To consider passing the following resolution as an ordinary resolution:
   "RESOLVED THAT Mr Sudarshan Venu (holding DIN 03601690), Director, who retires by rotation and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company."
2. To consider passing the following resolution as an ordinary resolution:
   "RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (including any statutory modification(s) or re-enactment(s) thereof) and based on the recommendations of the Audit Committee and the Board of Directors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, having Firm Registration No.004207S allotted by The Institute of Chartered Accountants of India, who have confirmed their eligibility and have also given their consent for appointment as

SPECIAL BUSINESS

5. 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 $ 8,00,000/- (Rupees eight lakhs only) plus applicable taxes and reimbursement of travelling and other out of pocket expenses incurred by them, payable to M/s C S Adawadkar & Co, Practicing Cost Accountants, having Firm Registration No. 100401 allotted by The Institute of Cost Accountants of India, who were

appointed as Cost Auditors of the Company for the financial year ending 31st March 2024 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
4th May 2023	Company Secretary

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Notes:

A Statement pursuant to Section 102 of the Companies Act, 2013 (the Act, 2013), setting out the material facts in respect of the special business to be transacted at the Annual General Meeting (AGM), as listed out in the Notice, is annexed hereto.

1. Pursuant to the MCA Circular No. 10/2022 dated 28th

December 2022 read with MCA Circulars No. 2/2022 and 20/2020 dated 5th May 2022 and 5th May 2020 respectively, issued by the Ministry of Corporate Affairs

(MCA) and all other relevant circulars issued from time to time, and SEBI Circulars No. SEBI/HO/CFD/PoD-2/ P/CIR/2023/4 and SEBI/HO/CFD/CMD2/CIR/P/2021/

697 dated 5th January 2023 and 22nd December 2021 respectively, issued by the Securities and Exchange Board of India (SEBI) and in compliance with the provisions of the Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), physical attendance of the

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TVS MOTOR COMPANY LIMITED

TVS MOTOR COMPANY LIMITED

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.

1. 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 and cast their votes through e- Voting.
2. 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.
3. 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.
4. Pursuant to the provisions of Section 108 of the Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation
   44 of the Listing Regulations, and the Circulars issued by the Ministry of Corporate Affairs dated 5th May, 2020, the Company is providing facility of remote e-Voting to its Members in respect of the business as to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as voting at the meeting will be provided by NSDL.
5. In line with MCA Circular No. 17/2020 dated 13th April, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.tvsmotor.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the remote e-Voting facility) i.e. www.evoting.nsdl.com.
6. AGM has been convened through VC / OAVM in compliance with applicable provisions of the Act, 2013,

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read with Circulars issued by MCA and SEBI from time to time and the Company will provide one-way live webcast of the proceedings of the AGM, in terms of Regulation 44 of the Listing Regulations, being one of the top 100 listed Companies as at 31st March 2023.

Unclaimed Dividend

1. In terms of Section 124 of the Act, 2013, the dividend declared by the Company, for earlier years, which remain unclaimed for a period of seven years will be transferred on due dates to the Investor Education and Protection Fund (IEPF), established by the Central Government. The particulars of due dates for transfer of such unclaimed dividends to IEPF are furnished in the Report on Corporate Governance, forming part of the Annual Report.
2. Members who have not encashed their dividend warrants in respect of the above period are requested to make their claim(s) by surrendering the un-encashed warrants immediately to the Company.
   Pursuant to The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is providing / hosting the required details of unclaimed amount referred to under Section 124 of the Act, 2013 on its website and also on the website of MCA viz., www.iepf.gov.in.

General

1. With a view to serve the Members better and for administrative convenience, Members who hold shares in identical names and in the same order of names in more than one folio are requested to write to the Company to consolidate their holdings into one folio.
2. Members may also note that the Annual Report will also be available on the Company's website viz., www.tvsmotor.com for their download.

Members holding shares in electronic form

1. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members are requested to submit their PAN to the Depository Participant(s) (DP) with whom they are maintaining their demat accounts.
2. Members are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC, Mandates, Nominations, Power of Attorney, Change of Address / Name / e-mail Address / Contact Numbers, etc., to their DP.
3. Electronic copy of the Annual Report and the Notice of the AGM inter-alia indicating the process and manner of e-Voting are being sent to all the Members whose e- mail IDs are registered with the Company / DPs for communication purposes.

Members holding shares in physical form

1. Members can submit their PAN details to the Company/ Share Transfer Agent (STA).
2. Members are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC, Mandates, Nomination as per Section 72 of the Act, 2013 by filling Form SH-13, Power of Attorney, Change of Address / Name / e-mail Address / Contact Numbers, etc., with the Company / STA. Blank forms (SH-13) will be sent by e-mail.
3. Members holding shares in physical form, in their own interest, are requested to dematerialize the shares to avail the benefits of electronic holding / trading.

Voting

1. The businesses set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. The Members may cast their votes using electronic voting system from a place other than the venue of the meeting ('remote e-Voting').
2. In case of joint holders attending AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
3. In terms of Section 108 of the Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, ('the Rules') and Regulation 44 of the Listing Regulations, the Company has provided facility
   to exercise votes through electronic voting system to the Members holding shares as on 17th July 2023 being the "Cut-off Date" ("Cut- Off" for the purpose of Rule 20(4)(vii) of the Rules) fixed for determining voting rights of the Members entitled to participate in the remote e-Voting process through the platform provided by NSDL viz., www.evoting.nsdl.com.
   The voting rights of the Members / Beneficial Owners will be reckoned on the Equity Shares held by them as on Cut-off date. Members as on the Cut-off date only shall be entitled to avail the facility of remote e-Voting or voting at the meeting.

The instructions for remote e-Voting and voting at the meeting are as under:

The remote e-Voting period begins on 21st July 2023 at 9:00 A.M. (IST) and ends on 23rd July 2023 at 5:00 P.M. (IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date, may cast their vote by remote e-Voting. The remote e-Voting module shall be disabled by NSDL for voting thereafter. Members who have not cast their vote on any of the resolutions using

the remote e- Voting facility can vote on those resolutions during the AGM. Once the vote on a resolution is cast by the Member, the member shall not be allowed to change it subsequently.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

1. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
   In terms of SEBI Circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility.
   Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders	1. Existing IDeAS user can visit the e-
holding securities in	Services website of NSDLViz. https:/
demat mode with	/eservices.nsdl.com	either on a
NSDL.	Personal Computer or on a mobile.
	On the e-Services home page click
	on the "Beneficial Owner" icon under
	"Login" which is available under
	'IDeAS' section , this will prompt you
	to enter your existing User ID and
	Password. After	successful
	authentication, you will be able to
	see e-Voting services under Value
	added services. Click on "Access to
	e-Voting" under e-Voting services
	and you will be able to see e-Voting
	page. Click on company name or e-
	Voting service provider i.e. NSDL
	and you will be re-directed to e-Voting
	website of NSDL for casting your
	vote during the remote e-Voting
	period or joining virtual meeting &
	voting during the meeting.

1. If you are not registered for IDeAS e-Services, option to register is
   available at https:// eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com / SecureWeb/IdeasDirectReg.jsp
2. Visit the e-Voting website of NSDL. Open web browser by typing the

following	URL:	https://
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