Directors Report of TVS Srichakra Ltd.
Mar 31, 2018
Your Company recorded a net profit of Rs, 117.34 crores for the year ended 31st March, 2018 as against Rs,149.69 crores for the previous year on a consolidated basis.
HIGHLIGHTS ON PERFORMANCE OF SUBSIDIARY AND ASSOCIATES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
Your Company''s wholly owned subsidiary TVS Srichakra Investments Limited (TSIL) recorded a net loss of Rs, 26.82 lakhs (PY Rs, 576 lakhs). During the year interest on Optionally Convertible Debentures (OCDs) was waived.
During the year, ZF Electronics TVS (India) Pvt. Limited (ZFTVS), an associate Company, recorded a total revenue of Rs, 49.07 Crores (PY Rs, 46.43 Crores), ZFTVS made an EBITDA of Rs, 1.12 Crores (PY Rs, (0.35) Crores) and incured a net loss of Rs, 2.45 Crores (PY Rs, 3.82 Crores), mainly due to increase in cost of raw materials. Subsequently, ZFTVS has become a wholly owned subsidiary of TSIL with effect from 4th June, 2018 and the name was changed to TVS Sensing Solutions Private Limited (TSSPL) on 5th July, 2018. TSSPL is identifying business development opportunities and cost reduction actions for turning around and continuing its past track record of profitability.
DIVIDEND
The Board of Directors has recommended a dividend of Rs, 40/- (400%) per equity share of Rs, 10/- each for the financial year ended 31st March, 2018 amounting to Rs, 36.92 crores (inclusive of dividend distribution tax of Rs, 6.30 crores). The dividend payment is subject to approval of members at the ensuing Annual General Meeting.
The Dividend Distribution Policy of the Company is available on the Company''s website: http://www.tvstyres.com/policy/ DIVIDEND%20DISTRIBUTION%20POLICY.pdf
FINANCE
Your Company was able to continue its sustained efforts in judicious management of working capital through regular monitoring receivables, inventories and other working capital parameters. The Cash and cash equivalent as at 31st March, 2018 was at Rs, 6.63 crores.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
No loan or guarantee covered under the provisions of Section 186 of the Companies Act, 2013 (âthe Actâ) has been given by your Company.
Particulars of investments made by your Company are furnished in the notes to the financial statements.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
As per Section 125 of the Companies Act, 2013, after completion of seven years from the date of transfer to unpaid dividend account, the unclaimed dividend amount has to be transferred to the Investor Education and Protection Fund Authority (IEPF Account). Accordingly, the unclaimed dividend amount for the financial year 2009-10 became due for transfer to IEPF Authority. The Company sent letters to those shareholders, who have not encashed their dividend amount. Despite the reminder letters sent to such shareholders, an amount of Rs.17,33,280/- remained unclaimed and the same was transferred to IEPF Account on 15.4.2017.
TRANSFER OF UNCLAIMED DIVIDEND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY (IEPF Authority)
Pursuant to the provisions of IEPF Rules / Securities and Exchange Board of India (SEBI) notification, all shares in respect of which dividend has not been paid or claimed for a period of seven consecutive years, shall be transferred by the Company to the designated Demat Account of the IEPF Authority (''IEPF Account''). In this regard, the Company has sent letters to the shareholders concerned and also published notice in the newspapers as per the IEPF Rules. Accordingly, the Company had transferred 90,195 equity shares to the IEPF Account on 30.11.2017
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Committee constituted as per Section 135 of the Companies Act, 2013 comprises of Ms. Shobhana Ramachandhran, Mr. P Vijayaraghavan and Mr. Rasesh R Doshi. Details of role and functioning of the Committee are given in the Corporate Governance Report.
The Company''s Corporate Social Responsibility (CSR) activities / projects are focused towards promoting general health care, providing safe drinking water, empowering women by providing education and employment enhancing vocation skills and by setting up day care centers, ensuring environmental sustainability and conservation and maintenance of natural resources, protection of natural heritage, sports, arts and culture. The CSR policy may be accessed at the Company''s website at the link: http://www.tvstyres.com/policy/CSR%20POLICY.pdf
The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013. The âAnnual Report on CSR Activitiesâ is annexed to the Board''s Report as Annexure 1.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are re-enforced on an on-going basis. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.
BUSINESS RISK MANAGEMENT
The Business risks identified by the Company are regularly reviewed by Senior Management and the key risks are revised and modified as per the changing scenario. The Board reviews the key risks identified and mitigation plan initiated by the Company on a quarterly basis.
VIGIL MECHANISM
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Regulationsâ) is implemented through the Company''s Whistle Blower Policy to report any serious actual or suspected frauds, concerns relating to financial matters / reporting, unethical or illegal conduct or actual or possible violation of Code of Conduct / Ethical Standards and provides adequate safeguard against victimization of persons who use such mechanism. The policy has been uploaded on the website of the Company: http://www.tvstyres.com/policy/WHISTLE%20BLOWER%20POLICY.pdf.
During the year, no instances were reported under this mechanism and details pertaining to Vigil mechanism / Whistle Blower Policy are explained in the Corporate Governance Report.
SUBSIDIARY COMPANY(S)
The audited accounts of the subsidiary company TVS Srichakra Investments Limited have been consolidated with the Company as on 31st March, 2018.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statement (CFS) of the Company and its subsidiary company(s) is prepared in accordance with the Act, relevant rules, Accounting Standards and as stipulated in the Regulations. The audited financial statement including the CFS along with all relevant documents and the Auditors'' Report, form a part of this Annual Report and may be accessed on the Company''s website www.tvstyres.com.
A statement containing the salient features of the financial statement of subsidiary / associate company(s) is provided in Form AOC 1 as Annexure 2 to the Directors Report.
The financial statement of the subsidiary company(s) may also be accessed on the Company''s website www.tvstyres.com. These documents will also be available for inspection during normal business hours on working days at the Registered Office of the Company. A copy of the financial statements of the subsidiary shall be provided free of cost to the shareholders up on request.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Act, your Directors state that:
a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and
f) 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.
DIRECTORS Directors liable to retire by rotation
Mr. R Naresh (DIN : 00273609), Director on the Board is liable to retire by rotation at the 35th Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.
Brief resume of the Director seeking re-appointment along with other details required are provided in the notice of 35th AGM of the Company. Appropriate resolution for his re-appointment is being placed for approval of the members at the ensuing AGM. The Board of directors on the recommendation of Nomination and Remuneration Committee recommends his re-appointment as Director.
Independent Directors
The term of office of Mr. M S Viraraghavan and Mr. H Janardana Iyer, as Independent Directors, is upto 31st March, 2019 and Mr. Rasesh R Doshi, as an Independent Director is upto 23rd May, 2019. The Board of Directors, on recommendation of the Nomination and Remuneration Committee has recommended re-appointment of Mr. M S Viraraghavan, Mr. H Janardana Iyer, and Mr. Rasesh R Doshi, as Independent Directors of the Company for a second term of 5 (five) consecutive years on the expiry of their current term of office.
The Board based on the recommendation of the Nomination and Remuneration Committee has recommended that Mr. V Ramakrishnan be appointed as an Independent Director of the Company by the members for a term of 5 (five) consecutive years.
Brief resume of the Independent Directors seeking appointment / re-appointment along with other details required are provided in the notice of 35th AGM of the Company. Appropriate resolution for their re-appointment is being placed for approval of the members at the ensuing AGM. The Board recommends their appointment / re-appointment as Independent Directors.
The Company has received declarations from all the Independent Directors of the Company and Mr. V Ramakrishnan confirming that they meet the criteria of independence prescribed under the Act and the Regulations.
Familiarization Programme for Independent Directors
The Company has done various programmes to familiarize Independent Directors with the Company, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.
Periodic presentations are made at the Board and Committee meetings on business and performance of the Company. Details of the familiarization programme for Independent Directors are explained in the Corporate Governance Report.
Board Evaluation
As per provisions of the Companies Act, 2013 and Regulation 17(10) of the Regulations, the evaluation process for the performance of the Board, its committees and individual Directors was carried out internally. The performance evaluation of the Chairman and Non-Independent Directors was carried out by Independent Directors. More details are available in the Corporate Governance Report.
The evaluation process considers attendance of Directors at Board, Committee and Annual General Meeting, effective participation, domain knowledge etc.
Directors / Key Managerial Personnel appointed or resigned during the year
The members of the Company at their 34th Annual General Meeting have approved the re-appointment of Mr. R Naresh, Managing Director (designated as Executive Vice Chairman) of the Company liable to retire by rotation, for a term of three (3) years with effect from 16.6.2017.
The Board of Directors based on the recommendation of the Nomination and Remuneration Committee and approval of Audit Committee, appointed Mr. K V Ganesh as Chief Financial Officer of the Company, in place of Mr. K P Rangaraj who has resigned from the services of the Company.
Mr. K V Ganesh is a Chartered Accountant and Company Secretary, having completed his graduation from Shri Ram College of Commerce (SRCC), Delhi. He also pursued Executive MBA from the Indian Institute of Management (IIM), Kolkata. He brings with him rich experience of about 3 decades in Finance & Corporate Governance, of which 19 years at CFO Level.
Appointment and Remuneration Policy
The policy on Director''s appointment and remuneration including remuneration for Senior Management and other employees and on board diversity is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP, Senior Management and other employees. The remuneration involves a balance between fixed and variable pay, reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
The policy is available at: http://tvstyres.com/policy/REMUNERATION%20POLICY.pdf and the same is reproduced in the Corporate Governance Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure 3.
Further a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in Rule 5(2) and Rule 5(3) of the aforesaid Rules forms part of this report. However, in terms of the first proviso of Section 136 of the Act, the Annual Report is being sent to the members and others entitled thereto, excluding the above information. The said information is available for inspection by members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary and the same will be furnished.
BOARD MEETING
Calendar of Meetings is prepared and circulated in advance to the Directors.
Six meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report.
AUDIT COMMITTEE
The Audit Committee comprises of Mr. M S Viraraghavan (Chairman), Mr. P Vijayaraghavan, Mr. H Janardana Iyer and Mr. Rasesh R Doshi as members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.
RELATED PARTY TRANSACTIONS
All contracts / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms'' length basis.
The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Company''s website at: http://tvstyres.com/policy/RELATED%20PARTY%20TRANSACTION%20 POLICY.pdf
There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.
Members may refer to Note 37 (b) to the Standalone Financial Statement which sets out related party disclosures pursuant to IND AS.
In accordance with Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014, Form AOC 2 is given in Annexure 4.
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 date of the report. There has been no change in the nature of business of the Company.
AUDITORS Statutory Auditor
The Members at the 34th AGM of the Company had appointed M/s. PKF Sridhar & Santhanam LLP, (ICAI Registration No. 003990S / S200018) Chartered Accountants, Chennai as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the said AGM until the conclusion of 39th AGM of the Company, subject to ratification of their appointment by the members, every year. The Ministry of Corporate Affairs vide its Notification dated 7th May, 2018, has dispensed with the requirement of ratification of Auditor''s appointment by the members, every year. Hence, the resolution relating to ratification of Auditor''s appointment is not included in the Notice of the ensuing AGM.
The Auditors'' Report does not contain any qualification.
Cost Auditor
Pursuant to Section 148 of the Companies Act 2013, the Board of Directors, on the recommendation of the Audit Committee appointed Dr. I Ashok, Cost Accountant (Membership No. M11929) as the Cost Auditor of the company for the financial year 2018 - 2019 and has recommended his remuneration to the members for ratification at the ensuing Annual General Meeting. Accordingly, the resolution seeking the same is included in the notice convening the AGM.
Dr. I Ashok has given his consent to act as Cost Auditor and confirmed that his appointment is within the limits of the Section 139 of the Companies Act, 2013. He has also certified that he is free from any disqualifications specified under Section 141 of the Companies Act, 2013.
The Cost Audit Report does not contain any qualification.
Secretarial Auditor
The Board had appointed Mr. N Balachandran (Membership No 5113), Practicing Company Secretary to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith marked as Annexure 5 to this Report. The Secretarial Audit Report does not contain any qualification.
SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under the Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under the Regulations is presented in a separate section, forming part of the Annual Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 6 to this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the annual return in Form MGT-9 is given as Annexure 7 to this Report.
BUSINESS RESPONSIBILITY REPORT
As stipulated under the Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as a part of the Annual Report.
OTHER DISCLOSURES
- No deposits were accepted by the Company from the public falling within the ambit of Chapter V of the Act.
- During the year, the Company has not issued shares with differential rights as to voting, dividend or otherwise.
- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
- T he Company has not issued shares under sweat equity / stock options scheme to its employees. There is no change in the Share capital of the Company during the financial year under review
- T he Company has zero tolerance towards sexual harassment at the workplace and to this end, has adopted a policy on prevention of sexual harassment of women at work place. During the financial year under review, no cases were reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
- Neither the Managing Director nor the Managing Director designated as Executive Vice Chairman of the Company receive any remuneration or commission from its subsidiary.
- No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future.
- No fraud has been reported by the Auditors to the Audit Committee or the Board.
- The Company continued to enjoy cordial and peaceful industrial relations with the workers and employees at all levels.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by all employees of the Company.
For and on behalf of the Board
Madurai R NARESH SHOBHANA RAMACHANDHRAN
17.7.2018 EXECUTIVE VICE CHAIRMAN MANAGING DIRECTOR
Mar 31, 2017
The Directors take pleasure in presenting the 34th Annual Report and the Company''s audited financial statement for the year ended 31st March, 2017.
Pursuant to the notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (âIND ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2016. Financial statements for the year ended and as at 31st March, 2016 have been restated to conform to IND As.
FINANCIAL HIGHLIGHTS
(Rupees in Crores)
|
Details |
Year ended 31.3.2017 |
Year ended 31.3.2016 |
|
Sales & other Income (including excise duty) |
2140.65 |
2125.57 |
|
Profit before finance cost and depreciation |
292.51 |
345.06 |
|
Less : finance Cost |
20.13 |
15.75 |
|
Depreciation |
55.67 |
42.32 |
|
Profit after finance cost and depreciation |
216.71 |
286.99 |
|
Less : provision for |
|
|
|
Income tax |
52.50 |
85.27 |
|
Deferred tax |
8.88 |
4.77 |
|
Profit after tax |
155.33 |
196.95 |
|
Surplus brought forward from previous Year |
378.42 |
236.76 |
|
Dividend paid $ |
- |
45.94 |
|
Dividend Tax paid $ |
- |
9.35 |
|
Balance carried to Balance Sheet |
533.75 |
378.42 |
$ As per IND AS dividend is to be accounted only on payment basis from the financial year 2016-17.
OPERATIONS
TVS Srichakra Ltd. witnessed a growth in revenue during the financial year 2016-2017, despite various factors affecting the overall industry.
STANDALONE FINANCIAL PERFORMANCE
Your company recorded net sales of Rs.2140.65 crore (including other income) as against Rs.2125.57 crores during the previous financial year. Your Company''s Profit before Finance Cost and Depreciation stood at Rs.292.51 crores as against Rs.345.06 crores during the previous financial year. Profit after Tax was at Rs.155.33 crores compared to Rs.196.95 crores during the previous financial year.
CONSOLIDATED PERFORMANCE
Income for the year ended 31st march, 2017 was at Rs.2135.53 crores (including excise duty) as compared to Rs.2385.83 crores for the previous year ended 31st march, 2016.
Profit Before Tax was at Rs.211.07 crores for the year ended 31st March, 2017 as against Rs.283.78 crores for the year ended 31st march, 2016.
Profit after Tax was at Rs.149.69 crores for the year ended 31st March, 2017 as against Rs.191.17 crores for the year ended 31st March, 2016.
HIGHLIGHTS ON PERFORMANCE OF SUBSIDIARY AND ASSOCIATES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
Your Company''s wholly owned subsidiary TVS Srichakra Investments Limited recorded a net loss of Rs.576 lakhs owing to finance cost on borrowings from the holding company. Your company is reviewing the interest rates and proposes to align these rates in line with its borrowing cost.
ZF Electronics TVs India pvt. Limited, an associate Company, recorded a total revenue of INR 46 crores (py INR 44 crores). the Company incurred a net loss INR 4 crores (py INR 1.1 crores), mainly due to increase in cost of raw materials. the Company, along with its Joint Venture partner, is identifying business development opportunities and aggressive cost reduction actions for turning around the Company and continuing its past track record of profitability.
DIVIDEND
In line with Regulation 43A of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (âthe Regulationsâ), your Company has formulated the Dividend Distribution policy and the same is available on the Company''s website at the link: http7/wwwtvstyres.com/policy/DIVIDEND%20DISTRIBUTION%20POLICYpdf
Based on Company''s performance, the Directors are pleased to recommend for approval of the members, a dividend of Rs.50.70 per share (507%) on 76,57,050 equity shares for the financial year ended 31st March, 2017. The dividend on equity shares, if approved by the members would result in a total cash outflow of Rs.46.72 crores including dividend distribution tax of Rs.7.90 crores as against Rs.55.30 crores including dividend distribution tax of Rs.9.35 crores in the previous year.
FINANCE
Cash and cash equivalent as at 31st march, 2017 was at Rs.9.37 crores.
The Company was able to continue its sustained efforts in judicious management of working capital, receivables, inventories and other working capital parameter through regular monitoring.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
No loan or guarantee covered under the provisions of Section 186 of the Companies act, 2013 (âthe actâ) has been given by your Company.
Particulars of investments made by your Company is furnished in the notes to the financial statements.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
as per section 125 of the companies act, 2013, after completion of seven years from the date of transfer to unpaid dividend account, the unclaimed dividend amount has to be transferred to the investor education and protection fund (iepf). accordingly, the unclaimed dividend amount for the financial year 2008-09 becomes due for transfer to iepf. the company sent letters to those shareholders, who have not encashed their dividend amount. despite the reminder letters sent to such shareholders, an amount of rs.6,60,818/- remains unclaimed and the same was transferred to iepf account on 18.11.2016.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
The Company''s Corporate Social Responsibility (CSR) activities / projects are focused towards education, health, sanitation, environment, safe drinking water and protection of national heritage, art and culture in line with the CSR policy of your Company. the CSR policy may be accessed at the Company''s website at the link: http://www.tvstyres. com/policy/CSR%20poLICY.pdf
The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013.
The CSR Committee comprises of Ms. Shobhana Ramachandhran, Mr. Rasesh R Doshi and Mr. p Vijayaraghavan. the Committee had met 3 times during the year on 11.5.2016, 19.8.2016 and 10.2.2017. Details of role and functioning of the Committee are given in the Corporate Governance report.
The âannual report on CSR activitiesâ is annexed to the Board''s report as annexure 1.
INTERNAL FINANCIAL CONTROLS
The Board and the audit Committee have been reviewing the Internal Financial controls and strengthening the same. Further audit Committee periodically reviews the Internal audit Reports and suggestions and corrective actions are implemented.
BUSINESS RISK MANAGEMENT
The Business risk identified by the Company is regularly reviewed by Senior Management and the key risks are revised and modified as per the changing scenario. The Board reviews the key risks identified and mitigation plan initiated by the Company on a quarterly basis.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
the Company has a vigil mechanism in compliance with the provisions of Section 177(10) of the Companies act, 2013 and Regulation 22 of the Regulations to report any serious actual or suspected frauds, concerns relating to financial matters / reporting, unethical or illegal conduct or actual or possible violation of Code of Conduct / Ethical Standards and provides adequate safeguard against victimization. protected disclosure can be made by the whistle blower and the policy may be accessed on the Company''s website at http7/www.tvstyres.com/policy/WHISTLE%20BLoWER%20 poLICY.pdf
During the year, no instances were reported under this mechanism and details pertaining to Whistle Blower policy are explained in the Corporate Governance Report.
PARTICULARS Of FRAUD OTHER THAN THOSE THAT ARE REPORTABLE TO THE CENTRAL GOVERNMENT REPORTED BY STATUTORY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013
The Statutory Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Act.
SUBSIDIARY COMPANY(S)
The audited accounts of the subsidiary company TVs Srichakra Investments Limited have been consolidated with the Company as on 31st March, 2017.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated financial Statements of the Company are prepared in compliance with the applicable provisions of the act, relevant rules and accounting Standards and as stipulated in the Regulations.
Pursuant to Section 129 of the Companies Act, 2013 a statement containing salient features of the financial statement of Company''s subsidiary(s)/ associates are given in form AoC 1 as annexure 2 to the DIRECTORS'' REPORT.
The audited financial statement including the consolidated financial statement of the Company together with all other documents required to be attached thereto and auditor''s Report forms part of this annual Report and may be accessed on the Company''s website: www.tvstyres.com. The financial statements of the subsidiary may also be accessed on the Company''s website: www.tvstyres.com. These documents will also be available for inspection during normal business hours on working days at the Registered Office of the Company. A copy of the financial statements of the subsidiary shall be provided free of cost to the shareholders up on request.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the act, your Directors state that:
a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and
f) 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.
DIRECTORS
Directors liable to retire by rotation
In accordance with the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mt p Vijayaraghavan (DIN: 00633205), Director, retires by rotation at this annual General meeting and being eligible, offers himself for re-appointment.
The brief resume of the aforesaid Director and other information have been detailed in the notice convening the annual General meeting of the Company. appropriate resolution for his re-appointment is being placed for approval of the members at the ensuing annual General meeting. Your Directors recommend his re-appointment as Director of the Company.
Independent Directors Declaration
In accordance with Section 149(7) of the Companies act 2013, each Independent Director has given a written declaration to the Company confirming that he meets the criteria of independence as mentioned under the Act and the Regulations.
Familiarization Programme for Independent Directors
The Company has put in place familiarization programme for Independent Directors to familiarize them with the working environment of the Company. periodic presentations are made at the Board and Committee meetings on business and performance of the Company. Details of the familiarization programme for Independent Directors are explained in the Corporate Governance Report.
Independent Directors are more actively involved in specialized presentations of your Company''s strategic core team of Senior management.
Board Evaluation
pursuant to the provisions of the act read with the Rules issued there under and the Regulations, the Board carried out annual performance evaluation of the Board, Committees and Individual Directors. the performance evaluation of the Chairman and non-Independent Directors was carried out by Independent Directors. more details about it are available in the Corporate Governance Report.
The evaluation process considers attendance of Directors at Board, Committee and annual General meeting, effective participation, domain knowledge etc.
Remuneration Policy
The Committee has formulated a policy on Director''s appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees and on board diversity.
The remuneration policy followed by the Company ensures that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the talent. The remuneration involves a balance of fixed and variable pay reflecting short and long term performance objectives appropriate to the working of the Company. More details about the nomination and Remuneration Committee, are available in the Corporate Governance Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures relating to remuneration and other details as required under Section 197(12) of the act read with Rule 5(1) of the Companies (appointment and Remuneration of managerial personnel) Rules, 2014 are furnished in Annexure 3.
a statement showing the names and other particulars of employees drawing remuneration as prescribed under rule 5(2) and rule 5(3) of the companies (appointment and remuneration of managerial personnel) rules, 2014 forms part of this report. however, in terms of the first proviso of section 136 of the act, the annual report is being sent to the members and others entitled thereto, excluding the above information. the above is open for inspection at the registered office of the company during business hours on working days up to the date of the ensuing annual general meeting. if any member is interested in obtaining a copy thereof, such member may write to the company secretary and the same will be furnished.
BOARD MEETING
Calendar of meetings is prepared and circulated in advance to the Directors.
During the year 6 (six) Board meetings were convened and held, details of which are given in the Corporate Governance Report.
AUDIT COMMITTEE
Audit Committee comprises four members and the Chairman is an Independent Director. the members of the Committee are Mr. M S Viraraghavan (Chairman), Mr. p Vijayaraghavan, Mr. H Janardana Iyer and Mr. Rasesh R Doshi and during the year the Committee has met 4 (four) times. All the recommendations made by the Audit Committee were accepted by the Board. More details are given in the Corporate Governance Report.
INDUSTRIAL RELATIONS
During the year, the Company continued to enjoy cordial and peaceful industrial relations with the workers and employees at all levels.
RELATED PARTY TRANSACTIONS
ah related party transactions are entered on arm''s length basis, in the ordinary course of business and in compliance with the applicable provisions of the act and the regulations. there are no materially significant related party transactions made by the company, which may have potential conflict with the interest of the company at large or which warrants approval of the members.
ah transactions with related parties were reviewed and approved by the audit committee. prior approvals are granted by the audit committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm''s length basis in accordance with the provisions of section 188 of the companies act, 2013 read with the rules issued thereunder and the listing regulations.
The details of the related party transactions as per IND As 108 are set out in Note No.7 to the Standalone financial Statements forming part of this report.
Pursuant to Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules 2014, form AoC 2 is given in Annexure 4.
The Related party transaction policy as approved by the Board is available at the weblink: http://tvstyres.com/policy/ RELATED%20PARTY%20TRANSACTION%20POLICY.pdf.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred between the end of the financial year till the date of this report which affect the financial position of the Company.
AUDITORS
Statutory Auditor
As per the provision of the Section 139 of the Act, the term of office of M/s Sundaram & Srinivasan, Chartered Accountants, Madurai, (firm No:004207S) Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General meeting (AGM).
The Board of Directors place on record its appreciation for the services rendered by M/s Sundaram & Srinivasan as Statutory Auditors of the Company.
The Board of Directors recommend subject to the approval of the members at the ensuing AGM, the appointment of M/s pKF Sridhar & Santhanam, Chartered Accountants (firm Regn. No.003990S / S200018), Chennai as Statutory Auditors of the Company for a period of 5 years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 39th Annual General Meeting.
M/s pKF Sridhar & Santhanam have expressed their willingness to be appointed as Statutory Auditor and have confirmed their eligibility to the effect that their appointment, if made, would be within the limits prescribed under the Act and that they are not disqualified for appointment. They have also confirmed that they hold a valid certificate issued by the peer Review Board of the Institute of Chartered Accountants of India.
The Audit Committee and the Board recommend the appointment of M/s pKF Sridhar & Santhanam, Chartered Accountants, Chennai as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the 39th Annual General Meeting.
The Auditors'' Report to the shareholder does not contain any qualification.
Cost Auditor
The Board of Directors on the recommendation of Audit Committee has appointed Dr. I Ashok, Cost Accountant (Membership No. M11929) as Cost Auditor of the Company for the financial year 2017-18 under Section 148 of the Act and the Companies (Audit and Auditors) Rules, 2014. Dr. I Ashok have confirmed that his appointment is within the limits prescribed by the Act and is free from any disqualification specified in Section 141 and proviso to Section 148(3) of the Act.
The remuneration payable to the Cost Auditor is required to be placed before the members in a general meeting for ratification. Accordingly, the resolution seeking the same is included in the notice convening the AGM. The Cost Audit'' Report does not contain any qualification.
Secretarial Auditor
In terms of Section 204 of the Act, Mr. N Balachandran (Membership No 5113), practicing Company Secretary has been appointed to carry out the Secretarial Audit of the Company for the financial year 2016-17. The Board has received consent from Mr. n.Balachandran to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2017.
The Secretarial Audit Report for the year ended 31st March, 2017 is annexed as Annexure 5. the Secretarial Audit Report to the shareholders does not contain any qualification.
CORPORATE GOVERNANCE
A separate section on corporate governance in compliance with the Regulations together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure 6 to the DIRECTORS'' REPORT.
EXTRACT OF ANNUAL RETURN
Details forming part of the extract of Annual Return as on 31st March, 2017 in form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 is enclosed as Annexure 7 to the DIRECTORS'' REPORT.
BUSINESS RESPONSIBILITY REPORT
a separate section on Business Responsibility detailing the various initiatives taken by your Company on the environmental, social and governance front forms part of this Annual Report as required under Regulation 34(2)(f) of the Regulations.
OTHER DISCLOSURES
- The Company has not accepted deposit from the public falling within the ambit of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
- The Company has neither issued shares with differential rights as to voting, dividend or otherwise nor any sweat equity / stock options.
- No disclosure is required under Section 67(3)(c) of the Act, in respect of voting rights not exercised directly by employees of the Company as the provisions of the said Section are not applicable. The paid up equity capital is Rs.7,65,70,500/- as on 31st march, 2017. There is no change in the Share capital of the Company during the financial year under review
- The Company consciously strives to build a work culture that promotes the dignity of all employees. The Company has adopted a policy on prevention of sexual harassment of women at work place. During the year, no cases were reported under Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013,
- There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Company''s operation in future.
ACKNOWLEDGEMENT
Your Directors are grateful to all valuable stakeholders of the Company viz. our customers, shareholders, dealers, vendors, banks and other business associates for their excellent support and help rendered during the year. The Directors also acknowledge the unstinted commitment and valued contribution of all employees of the Company.
for and on behalf of the Board
Madurai R NARESH SHOBHANA RAMACHANDHRAN
24.5.2017 EXECUTIVE VICE CHAIRMAN MANAGING DIRECTOR
Mar 31, 2016
The Directors have pleasure in presenting the 33rd Annual Report and the audited accounts for the year ended 31st March, 2016.
FINANCIAL HIGHLIGHTS (Rs. in crores)
|
Details |
Year ended 31.3.2016 |
Year ended 31.3.2015 |
|
Sales & Other Income |
2082.06 |
1899.71 |
|
Profit before finance cost and depreciation |
344.54 |
209.34 |
|
Less : Finance Cost |
14.78 |
29.89 |
|
Depreciation |
42.35 |
39.88 |
|
Profit after finance cost and depreciation |
287.41 |
139.57 |
|
Less : Provision for |
||
|
Income tax |
85.27 |
35.00 |
|
Deferred tax |
4.93 |
0.78 |
|
Profit after tax |
197.21 |
103.79 |
|
Surplus brought forward from Previous Year |
236.68 |
164.04 |
|
Appropriations : |
||
|
Dividend payable |
45.94 |
25.88 |
|
Dividend Tax payable |
9.35 |
5.27 |
|
Transfer to General Reserve |
- |
- |
|
Balance carried to Balance Sheet |
378.60 |
236.68 |
OPERATIONS
TVS Srichakra Ltd., witnessed a modest growth in revenue during FY 2016, due to various factors affecting the automobile sector.
On a standalone basis, your Company recorded net sales of Rs.2082.06 crore (including other income) as against Rs.1899.71 crore during the previous financial year. Your Company registered an impressive growth in Profit Before Finance Cost and Depreciation at Rs.344.54 Cr as against Rs.209.34 Cr during the previous financial year. Profit After Tax stood at Rs.197.21 Cr compared to Rs.103.79 Cr during the previous financial year.
HIGHLIGHTS OF CONSOLIDATED ACCOUNTS
Consolidated income for the year ended 31st March, 2016 increased by Rs. 180.09 Crores to Rs.2360.60 crores as compared to Rs.2180.51 crores for the previous year ended 31st March, 2015.
Consolidated net sales for the year ended 31st March, 2016 were Rs. 2339.16 Crores as against Rs. 2176.43 Crores for the year ended 31st March, 2015, representing a growth of 7%.
Consolidated profit before tax was Rs. 283.30 Crores for the year ended 31st March, 2016 as against Rs.137 Crores for the year ended 31st March, 2015.
Consolidated profit after tax was Rs.190.58 Crores for the year ended 31st March, 2016 as against Rs.97.81 Crores for the year ended 31st March, 2015.
DIVIDEND
The Board of Directors have during the year ended 31st March, 2016, declared and paid two interim dividends, of Rs. 30/- per share (300% on the face value of Rs.10/- per share) each, aggregating to Rs. 60/- per share (600% on the face value of Rs.10/- per share) on 76,57,050 equity shares and decided that the interim dividends declared by the Board during the year 2015-16 be treated as final dividend.
FINANCE
Your Company was able to continue its sustained efforts in judicious management of working capital, receivables, inventories and other working capital parameter through regular monitoring. The cash and cash equivalent as at the end of 31st March, 2016 was at Rs.12.30 Crores.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
No loan or guarantee covered under the provisions of Section 186 of the Companies Act, 2013 (âthe Actâ) has been given by your Company.
Particulars of investments made by your Company is furnished in the notes to the financial statements CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
Over the years your Company has been involved in a number of community - focused activities, in the areas of health, education and preservation of the Countryâs rich culture and heritage. In continuation with it the CSR programmes / projects of your Company focus on specific areas of education, environment, health and sanitation which are in line with CSR Policy of your Company and Schedule VII of the Act.
Your Company also undertook other need based initiatives in compliance with Schedule VII to the Act.
Report on programmes / projects undertaken during the year is contained in âAnnual Report on CSR Activitiesâ given in Annexure 1
INTERNAL CONTROL SYSTEMS
Commensurate with the size of the Company well defined and adequate internal control system operating effectively throughout the year in place. The systems are periodically reviewed for identifying deficiencies and formulation of plans to improve efficiency at all levels.
The Company continued to implement the suggestions and recommendations made by the internal auditor to improve the control environment and corrective actions are presented to the Audit Committee of the Board.
BUSINESS RISK MANAGEMENT
The Business risk identified by the Company is regularly reviewed by Senior Management and the key risks are revised and modified as per the changing scenario. The Board reviews the key risks identified and mitigation plan initiated by the Company on a quarterly basis.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Companyâs vigil mechanism deals with fraud and mismanagement and provides adequate safeguard against victimization. The policy provides protected disclosure to the whistle blower and during the year no instances were reported under this mechanism.
Details pertaining to Whistle Blower Policy are explained in the Corporate Governance Report and are available in the website of the Company (www.tvstyres.com)
Particulars of Fraud other than those that are reportable to the Central Government reported by Statutory Auditor under Section 143(12) of the Companies Act, 2013
No fraud has been reported by the Statutory Auditor under Section 143(12) of the Act.
SUBSIDIARY COMPANIES
The audited accounts of the following subsidiaries have been consolidated with the Company as on 31st March, 2016.
a) TVS Srichakra Investments Limited
b) TVS Europe Distribution Limited and its subsidiaries
During the year under review, your Company sold its investments in TVS Europe Distribution Limited due to strategic reasons. Consequently, TVS Europe Distribution Limited ceased to be a subsidiary of your Company. In accordance with the applicable Accounting Standards, Listing requirements and applicable provisions of the Companies Act, 2013, the accounts of TVS Europe Distribution Limited was consolidated up to the effective date of sale of Companyâs investments.
INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS
The Companies (Indian Accounting Standards) Rules, 2015 was notified by Ministry of Corporate Affairs (MCA) on 16th February, 2015. Pursuant to the above, your Company will adopt IND AS from 1st April, 2016 with comparatives for the period ended 31st March, 2016.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared in accordance with the applicable provisions of the Act, relevant Accounting Standards issued by the Institute of Chartered Accountants of India and as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (âthe Regulationsâ)
Statement containing the salient features of the financial statement of Companyâs subsidiary(s) as referred to sub-section 3 of Section 129 of the Companies Act, 2013 in Form AOC 1 is given in Annexure
The Standalone / Consolidate Financial statements along with all relevant documents and the Auditorsâ Report form part of this Annual Report, in terms of Section 136 of the Act. The above documents are available at Companyâs website and can be accessed at www.tvstyres.com.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Act, your Directors would like to state that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) 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.
Directors liable to retire by rotation
In accordance with the provisions of the Act, Mr. R Naresh (DIN: 00273609), Executive Vice Chairman, retires by rotation at this Annual General Meeting and, being eligible, offers himself for re-appointment.
The brief resume of the aforesaid Executive Vice Chairman and other information have been detailed in the notice convening the Annual General Meeting of the Company. An appropriate resolution for his reappointment is being placed for approval of the members at the ensuing Annual General Meeting. Your Directors recommend his re-appointment as Director of the Company.
Independent Directors Declaration
All the Independent Directors have submitted the declaration of independence, that they satisfy the criteria of independence as laid down in the Act and the Regulations.
Familiarization Programme for Independent Directors
The Company has put in place familiarization programme with a view to familiarize the Independent Directors about the working of the Company. The Company has arranged for a presentation by the key operating functions of the Company periodically to familiarize the Independent Directors of the product range, major customers, marketing network, manufacturing methods, etc. The details of the familiarization programme are explained in the Corporate Governance Report and are available in Companyâs website (www.tvstyres.com).
In addition, an exclusive program / presentation was arranged for all the Directors on their roles and responsibilities and also the Dos and Donâts of the new Insider Trading Regulations issued by Securities and Exchange Board of India.
Independent Directors are more actively involved in specialized strategic presentations of your Companyâs strategic core team of Senior Management.
Board Evaluation
During the year under review, performance evaluation of the Board and its Committee were carried out pursuant to the provisions of the Act and the Regulations. More details about it are available in the Corporate Governance Report.
Directors / Key Managerial Personnel appointed or resigned during the year
The Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee (NRC) re-appointed Ms. Shobhana Ramachandhran, Managing Director for a period of 5 years with effect from 25.8.2015 and the same was approved by the members at their 32nd Annual General Meeting.
The Board of Directors based on the recommendation of the Nomination and Remuneration Committee and approval of Audit Committee appointed Mr. K P Rangaraj as Chief Financial Officer of the Company, in place of Mr. G V Mahadevan who has been moved to corporate finance group and is heading the finance function there.
Mr. K P Rangaraj is a qualified Chartered and a Cost Accountant and holds a Masterâs degree in Economics and has over 26 years of experience. He has a rich professional experience in fiancé domain both in Indian and Multinational Organizations.
Remuneration Policy
The Company follows remuneration policy as approved by the NRC and the Board and its main object is to ensure that the composition of remuneration is reasonable to attract, retain and motivate the Directors, KMP and Senior Management employees. The Policy for remuneration of Directors, KMP and Senior Management Personnel forms a part of the Corporate Governance Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act and the rules made there under are furnished in Annexure 3.
A statement showing the remuneration of employees who were in receipt of remuneration as prescribed under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and will be provided to any Member on a written request to the Secretary. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled, the above is open for inspection at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.
BOARD MEETING
A calendar of Meetings is prepared and circulated in advance to the Directors.
The Board met 6 (six) times during the year, the details of which are furnished in the Corporate Governance Report.
AUDIT COMMITTEE MEETING
During the year, the Audit Committee met 4 (four) times, particulars of the meeting are given in the Corporate Governance Report.
INDUSTRIAL RELATIONS
The Company ensures that healthy, cordial and peaceful industrial relations are maintained with the workers and employees at all levels.
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company with the related parties during the financial year were in the ordinary course of business and on an armâs length basis. There are no materially significant related party contracts / arrangements / transactions which may have a potential conflict with the interest of the Company or which warrants memberâs approval.
Form AOC-2, as required under Section 134 (3)(h) of the Act, read with Rule 8 (2) of the Companies (Accounts) Rules 2014, is given Annexure 4
The Related Party Transaction Policy as approved by the Board is uploaded in the Companyâs website at the web link
http://www.tvstyres.com/policy/RELATED%20PARTY%20TRANSACTI0N%20P0LICY.pdf MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, which affect the financial position of the Company, occurred after the close of the financial year till the date of this report.
AUDITORS Statutory Auditor
M/s Sundaram & Srinivasan, Chartered Accountants, Madurai, (Firm No:004207S) Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment.
M/s Sundaram & Srinivasan have expressed their willingness to be re-appointed as Statutory Auditor and have confirmed their eligibility to the effect that their re-appointment, if made, would be within the limits prescribed under the Act and that they are not disqualified for re-appointment and the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accounts of India.
The Audit Committee and the Board recommend the appointment of M/s Sundaram & Srinivasan, Chartered Accountants, Madurai, as the Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.
Cost Auditor
Pursuant to Section 148 of the Act and the rules made there under audit of cost records maintained by the Company has to be carried out for the financial year 2016-17. The Board on the recommendation of Audit Committee has appointed Dr. I Ashok, Cost Accountant, Madurai as Cost Auditor of the Company for carrying out the cost audit of the Company for the financial year 2016-17. The Company has received consent letter from the Cost Auditor to the effect that his appointment if made will be within the limits prescribed by the Act and he does not suffer from any disqualification.
Secretarial Auditor
The Board has pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 appointed Mr. N Balachandran, Practicing Company Secretary to carry out the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report for the year ended 31st March, 2016 is annexed as Annexure 5. The report does not contain any qualification.
CORPORATE GOVERNANCE
The Company is committed to maintaining the standards on Corporate Governance and adheres to the Corporate Governance requirement as set out by SEBI. A separate section on corporate governance under the listing regulations together with a certificate from the Companyâs Auditors confirming compliance forms an integral part of this Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Act, is annexed herewith as Annexure 6
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in form MGT-9 is enclosed as Annexure 7 to the Directors Report. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the Code.
GENERAL
- During the year, your Company has not issued any shares with differential rights as to voting, dividend or otherwise nor issued sweat equity / stock options. Disclosure pertaining to voting rights not exercised directly by employees under Section 67(3)(c) is not required as the said section is not applicable to the Company. The paid up equity capital as on 31st March, 2016 was Rs.7,65,70,500/-.
- Your Company does not accept any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.
- The Company believes that women should be able to do their work in a safe and respectful environment which enhances productivity. The Company has adopted a policy on prevention of sexual harassment of women at work place. During the year, no cases were reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
- No significant or material order was passed by the courts or regulators or tribunals impacting the going concern status and Companyâs operation in future.
ACKNOWLEDGEMENT
Your Directors would take this opportunity to express their sincere appreciation for the co-operation and
support received from banks, customers, dealers and vendors. Your Directors wish to place on record their deep sense of appreciation for the committed services of the employees which made it possible for the Company to achieve these results.
Your Directors also thank the investors for their continued faith in the Company.
For and on behalf of the Board
R NARESH SHOBHANA RAMACHANDHRAN
EXECUTIVE VICE CHAIRMAN MANAGING DIRECTOR
Madurai
11.5.2016
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 32nd annual report and
the audited accounts for the year ended 31st March, 2015
FINANCIAL HIGHLIGHTS (Rs. in crores)
Year ended Year ended
Details 31.3.2015 31.3.2014
Sales & Other Income 1899.71 1672.38
Profit before finance cost and 209.34 121.15
depreciation
Less : Finance Cost 29.89 41.56
Depreciation 39.88 23.67
Profit after finance cost and 139.57 55.92
depreciation
Less : Provision for
Income tax 35.00 9.39
Deferred tax 0.78 (0.91)
Profit after tax 103.79 47.45
Surplus brought forward from 164.04 135.72
Previous Year
Appropriations :
Dividend payable 25.88 12.25
Dividend Tax payable 5.27 2.08
Transfer to General Reserve - 4.80
Balance carried to Balance Sheet 236.68 164.04
OPERATIONS
TVS Srichakra Ltd witnessed a revenue growth of 13% during FY 2015,
despite challenging economic environment and auto sector slow-down.
On a standalone basis, your Company achieved total net sales and Other
Income of Rs.1899.71 crore as against Rs.1672.38 crore during the
previous financial year. EBITDA was at Rs.209.34 crore as compared to
Rs. 121.15 crore during the previous financial year. The net profit for
the year under review was Rs.103.79 crore as against Rs.47.45 crore in
the previous fiscal, a growth of almost 118%.
During the year, the Company recovered material price increase by price
hike of its products, therefore was able to maintain its margin.
Further, weak rupee helped in higher export realization.
HIGHLIGHTS OF CONSOLIDATED ACCOUNTS
Consolidated income for the year ended 31st March, 2015 increased by
12% to Rs.2180.51 crore as compared to Rs.1939.30 crore for the
previous year ended 31st March, 2014.
Consolidated net sales for the year ended 31st March, 2015 were
Rs.2176.43 crore as against Rs.1937.51 crore for the year ended 31st
March, 2014, representing a growth of 12%.
Consolidated profit before tax was Rs.137 crores for the year ended
31st March, 2015 as against Rs.77 crores for the year ended 31st March,
2014.
Consolidated profit after tax was Rs.99.63 crores for the year ended
31st March, 2015 as against Rs.56.58 crores for the year ended 31st
March, 2014.
DIVIDEND
The Directors are pleased to recommend a dividend of Rs.33.80 per
equity share of Rs.10/- each (338%) for the financial year ended 31st
March, 2015 for the approval of the shareholders, at the ensuing Annual
General Meeting (AGM). The total outgo for the current year amounts to
Rs.31.15 crores including dividend distribution tax of Rs. 5.27 crores
as against Rs.14.33 crores including dividend distribution tax of Rs.
2.08 crores in the previous year.
SHARE CAPITAL
The paid up equity capital as on 31st March, 2015 was Rs.7,65,70,500/-.
During the year under review, the Company has not issued any shares
with differential voting rights nor granted stock options nor sweat
equity.
FINANCE
Cash and cash equivalent as at March 31,2015 was at Rs.9.42 crores. The
Company continues to focus on judicious management of its working
capital, Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
FIXED DEPOSITS
The Company has not accepted any deposit from the public within the
meaning of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014 for the year ended 31st March,
2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
The details of the investments made by the Company is given in the
notes to the financial statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
As per the provisions of the Companies Act, 2013 (the Act) and The
Companies (Corporate Social Responsibility) Rules, 2014 read with
various clarifications issued by Ministry of Corporate Affairs, the
Company has undertaken CSR activities in the areas of education,
agriculture, health and sanitation. These projects are largely in
accordance with Schedule VII of the Act and the details are contained
in the "Annual Report on CSR Activities" given in Annexure 1.
INTERNAL CONTROL SYSTEMS
The Company has engaged the services of the Internal Auditor and
continued to implement their suggestions and recommendations made by
the internal auditor to improve the control environment and corrective
actions thereon are presented to the Audit Committee of the Board.
BUSINESS RISK MANAGEMENT
Key Business Risks are identified by the Company and reviewed by the
Senior Management on a regular basis. In addition, the Board of
Directors review the key risks identified and the mitigation plan
initiated by the Company on a quarterly basis. The list of key risks is
also revisited and modified as per the changing scenario.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal
with instances of fraud and mismanagement.
The details of the Whistle Blower Policy are explained in the Corporate
Governance Report and are also posted on the Company''s website
(www.tvstyres.com).
SUBSIDIARY COMPANIES
The following companies continue as subsidiaries of the Company and
their audited accounts have been consolidated with those of the Company
as on 31st March, 2015.
a) TVS Srichakra Investments Limited
b) TVS Europe Distribution Limited and its subsidiaries
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by clause 32 of the Listing Agreement with the Stock
Exchanges, the Consolidated Financial Statements of the Company have
been prepared in accordance with relevant Accounting Standards issued
by the Institute of Chartered Accountants of India form part of this
Annual Report.
The statement containing the salient features of the financial
statement of Company''s subsidiary(s) as referred to sub-section 3 of
Section 129 of the Companies Act, 2013 in Form AOC I is given in
Annexure 2.
DIRECTORS
Directors liable to retire by rotation
Mr V Ramakrishnan, Director, will be retiring at this Annual General
Meeting and, being eligible, offers himself for re-appointment.
The brief resume of the aforesaid Director and other information have
been detailed in the notice convening the Annual General Meeting of the
Company. An appropriate resolution for his re-appointment is being
placed for approval of the shareholders at the ensuing Annual General
Meeting. Your Directors recommend his re-appointment as Director of the
Company.
Appointment of Managing Director
Ms. Shobhana Ramachandhran was re-appointed as Managing Director of the
Company, effective 25.8.2015, by the Board of Directors at their
meeting held on 23.5.2015, on such terms and conditions, for a period
of five years, as recommended by the Nomination and Remuneration
Committee, subject to the approval of the shareholders at the ensuing
Annual General Meeting of the Company.
Appointment of new Independent Director
Mr A Arumugam was appointed as Additional Independent Director subject
to approval of the shareholders.
Mr A Arumugam does not suffer any of the dis-qualifications mentioned
in sub-section 6 of Section 149 of the Companies Act, 2013 and is not
disqualified under Section 164 (2) of the Companies Act, 2013.
The brief resume of Mr A Arumugam and other information have been
detailed in the notice convening the Annual General Meeting of the
Company. Appropriate resolution for his appointment is being placed for
approval of the shareholders at the ensuing Annual General Meeting.
Necessary notice has already been received from a shareholder proposing
his candidature to be appointed as a Director not liable to retire by
rotation at the ensuing Annual General Meeting.
Your Directors recommend his appointment as an Independent Director of
the Company till 2.12.2019.
Independent Directors Declaration
All Independent Directors have submitted the declaration of
independence, as required pursuant to Section 149(7) of the Companies
Act, 2013, stating that they satisfy the criteria of independence as
laid down in Section 149(6) of the Act and clause 49 of the Listing
Agreement.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy and
other details are stated in the Corporate Governance Report.
Disclosures pertaining to remuneration
As per section 197(12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the details pertaining to remuneration in respect of
Directors / Key Managerial Personnel / Company Secretary / Employees
are given in Annexure 3.
Board Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year ten Board Meetings and five Audit Committee Meetings
were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013. For
other details please refer Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are 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 and loss
of the Company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern
basis; and
e) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) 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.
DELISTING OF COMPANY''S SHARES FROM MADRAS STOCK EXCHANGE
Madras Stock Exchange Limited (MSE), vide its letter dated 22nd
December, 2014 communicated to the Company their decision to withdraw
the admission granted to the dealings on the Exchange for the Equity
Shares of the Company for voluntary delisting and to remove the name of
the Company from the Listed Securities of the MSE, with effect from
22nd December, 2014.
INDUSTRIAL RELATIONS
During the year, the Company maintained healthy, cordial and peaceful
industrial relations with the workers and employees at all levels.
There are no cases reported under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the
year.
RELATED PARTY TRANSACTIONS
During the year, the Company did not enter into any material
transaction with related parties, under Section 188 of the Companies
Act, 2013. All transactions entered into by the Company with the
related parties were in the ordinary course of business and on an arm''s
length basis. Form AOC-2, as required under Section 134 (3)(h) of the
Act, read with Rule 8 (2) of the Companies (Accounts) Rules 2014, is
given in Annexure 4.
The Related Party Transaction Policy as approved by the Board is
uploaded in the Company''s website at the web link
http://www.tvstyres.com/policy/RELATED%20PARTY%20TRANSACTION%
20POLICY.pd f
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which
these financial statements relate on the date of this report.
AUDITORS
Statutory Auditor
Pursuant to the provisions of Companies Act, 2013, M/s Sundaram &
Srinivasan, Chartered Accountants, Madurai, are being appointed as
Statutory Auditors of the Company, from the conclusion of the ensuing
Annual General Meeting till the conclusion of the next Annual General
Meeting.
The Company has received a letter from them stating that the
appointment, if made, shall be within the prescribed limit under
Section 139(1) and 141 of the Companies Act, 2013. The Audit Committee
and the Board recommend the appointment of M/s Sundaram & Srinivasan,
Chartered Accountants, Madurai, as the Statutory Auditors of the
Company from the conclusion of the ensuing Annual General Meeting till
the conclusion of the next Annual General Meeting.
Cost Auditor
The Board of Directors have appointed Dr. I Ashok, Cost Accountant,
Madurai as Cost Auditor for carrying out the cost audit of the Company
for the financial year 2015-16 subject to the approval of the Central
Government.
The Company has received a letter from the said Cost Accountant,
stating that the appointment, if made, will be within the prescribed
limit under the Companies Act, 2013.
For the financial year under review, the Cost Audit Report will be
filed with the Ministry of Corporate Affairs portal within the
stipulated time in terms of Companies (Cost Accounting) Records Rules,
2011.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. N Balachandran, a
Practicing Company Secretary, to undertake the Secretarial Audit of the
Company.
The Report of the Secretarial Auditor is annexed as Annexure 5.
The Company had at the AGM held on 25th September, 2013 had transacted
a business pertaining to commission payable for a period of five years
to non-executive directors. The resolution was passed unanimously by
the shareholders at the Annual General Meeting, but the resolution was
mentioned as an Ordinary Resolution instead of Special Resolution. The
Company proposes to ratify the same at the ensuing Annual General
Meeting by passing a Special Resolution.
CORPORATE GOVERNANCE
As per clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on corporate governance practices followed by the
Company, together with a certificate from the Company''s Auditors
confirming compliance forms an integral part of this Report.
The Managing Director and the Vice President - Finance (CFO) of the
Company have certified to the Board on financial statements and other
matters in accordance with Clause 49(IX) of the Listing Agreement
pertaining to CEO / CFO certification for the financial year ended 31st
March, 2015.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section I34(3)(m)
of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts)
Rule, 2014 is annexed herewith as Annexure 6.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as Annexure 7.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 of The Companies Act
2013 and read with Rule 5 of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of employees of the
Company, will be provided upon request. In terms of Section 136 of The
Companies Act 2013 the Report and Accounts are being sent to the Members
and others entitled thereto, excluding the information on employees''
particulars which is available for inspection by the Members at the
Registered Office of the Company during business hours on working days
of the Company up to the date of the ensuing Annual General Meeting. If
any Member is interested in obtaining a copy thereof, such Member may
write to the Company Secretary in this regard.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires pre-
clearance for dealing in the Company''s shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
ACKNOWLEDGEMENT
The Directors thank the bankers, customers, dealers and vendors for
their support and encouragement.
The Directors wish to place on record their appreciation for the
contribution made by the employees which made it possible for the
Company to achieve these results.
The Directors also thank the investors for their continued faith in the
Company.
For and on behalf of the Board
R NARESH SHOBHANA RAMACHANDHRAN
EXECUTIVE VICE CHAIRMAN MANAGING DIRECTOR
Madurai
23.5.2015
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 31st annual report and
the audited accounts for the year ended 31st March, 2014
FINANCIAL HIGHLIGHTS (Rs. in crores)
Details Year ended Year ended
31.3.2014 31.3.2013
Sales & Other Income 1672.38 1519.89
Profit before finance cost and depreciation 123.82 128.65
Less : Finance Cost 44.23 57.18
Depreciation 23.67 24.22
Profit after finance cost and depreciation 55.92 47.26
Less : Provision for
Income tax 9.39 1.79
Deferred tax (0.91) 9.80
Profit after tax 47.45 35.67
Surplus brought forward from Previous Year 135.72 110.37
Appropriations :
Dividend payable 12.25 5.74
Dividend Tax payable 2.08 0.98
Transfer to General Reserve 4.80 3.60
Balance carried to Balance Sheet 196.45 135.72
OPERATIONS
Your Company witnessed a revenue growth of 13.6% from operations during
FY14, despite challenging economic environment and auto sector
slow-down.
On a standalone basis, your company achieved total net sales and Other
income of Rs.1672 crore as against Rs.1520 crore during the previous
financial year. EBITDA was at Rs.124 crore as compared to 129 crore
during the previous financial year. The net profit for the year under
review was Rs.47 crore as against Rs.36 crore in the previous fiscal, a
growth of almost 31%.
During the year, the company recovered material price increase by price
hike of its products, therefore was able to maintain its margin.
Further, weak rupee helped in higher export realization.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs.16 per equity
share of Rs.10/- each (i.e. 160%) for the financial year ended 31st
March, 2014 absorbing a sum of Rs.1433.34 lakhs, including tax on
dividend, for the approval of the shareholders, at the ensuing Annual
General Meeting.
SUBSIDIARY COMPANIES
The following companies continue as subsidiaries of the Company and
their audited accounts have been consolidated with those of the Company
as on 31st March, 2014.
a) TVS Srichakra Investments Limited
b) TVS Europe Distribution Limited
CONSOLIDATED ACCOUNTS
As required under the Listing Agreement with the Stock Exchanges, the
consolidated financial statements of the Company are attached.
The Ministry of Corporate Affairs (MCA) vide its circular No.2 in file
No.51/12/2007-CL-III dated 8th February, 2011 has granted general
exemption from attaching annual reports of subsidiaries along with the
annual report of the holding companies without seeking any approval of
the Central Government, subject to the conditions laid down therein.
The Board of Directors at their meeting held on May 24, 2014 passed
necessary resolution for complying with all the conditions enabling the
circulation of annual report of the Company without attaching all the
documents referred to in Section 212(1) of the Act, of the subsidiary
companies to the shareholders of the Company.
The annual accounts, reports and other documents of the subsidiary
companies will be made available to the members, on receipt of a
request for the same. The annual accounts of the subsidiary companies
will be available at the registered office of the Company and at the
registered offices of the respective subsidiary companies concerned. If
any member or investor wishes to inspect the same, it will be available
during the business hours of any working day of the Company.
A statement giving the following information in aggregate of each
subsidiary consisting of (a) capital (b) reserves (c) total assets (d)
total liabilities (e) details of investment (f) turnover (g) profit
before taxation (h) provision for taxation (i) profit after taxation
(j) proposed dividend has been attached with the consolidated balance
sheet of the Company in compliance with the conditions of the said
circular issued by Ministry of Corporate Affairs.
A statement referred to in clause (e) of sub-section 1 of Section 212
of the Companies Act, 1956 disclosing the Company''s interest in
subsidiaries and other information as required is attached.
DIRECTORS LIABLE TO RETIRE BY ROTATION
M/s S Narayanan and P Vijayaraghavan, Directors, will be retiring at
this Annual General Meeting and, being eligible, offer themselves for
re-appointment.
The brief resume of the aforesaid Directors and other information have
been detailed in the Notice convening the Annual General Meeting of the
Company. Appropriate resolutions for their re-appointment are being
placed for approval of the shareholders at the ensuing Annual General
Meeting. Your Directors recommend their re-appointment as Directors of
the Company.
APPOINTMENT OF DIRECTOR
Mr V Ramakrishnan was appointed as an Additional Director pursuant to
Section 152 of the Companies Act, 2013, liable to retire by rotation,
of the Company.
The brief resume of Mr V Ramakrishnan and other information have been
detailed in the Notice convening the Annual General Meeting of the
Company. Appropriate resolutions for his appointment is being placed
for approval of the shareholders at the ensuing Annual General Meeting.
Necessary notice has already been received from a shareholder proposing
his candidature to be appointed as a Director liable to retire by
rotation at the ensuing Annual General Meeting.
Your Directors recommend his appointment as Director of the Company,
liable to retire by rotation.
INDEPENDENT DIRECTORS
Resignation
Dr N H Atthreya, one of the Independent Directors resigned due to his
health conditions with effect from 8.6.2014. Dr N H Atthreya has been
on the Board right from inception of the Company giving valuable
contributions and guidance to the Board of Directors.
The Board of Directors would like to place on record, its appreciation
of the contribution made by Dr N H Atthreya over these years.
The vacancy created by the resignation of Dr N H Atthreya will be
filled within the prescribed time limit as per the Companies Act, 2013
as well as Clause 49 of the Listing Agreement.
Appointment of Independent Directors
During the year, the Ministry of Corporate Affairs (MCA) has notified
majority of the provisions inter alia provisions relating to selection,
manner of appointment, roles, functions, duties, re-appointment of
Independent Directors (IDs) and the relevant rules under the Companies
Act, 2013 (the Act 2013) and made them effective 1st April, 2014.
In terms of the provisions of Section 149(10) read with Section 149(5)
of the Act 2013, Independent Directors are eligible to hold office for
a term upto five consecutive years on the Board and eligible for
re-appointment for the second term on passing special resolutions by
the Company. During the period, they will not be liable to "retire by
rotation" as per the provisions of Sections 150(2), 152(2) read with
Schedule IV to the Act 2013.
It is therefore, proposed to appoint them as Independent Directors for
a period upto 31st March, 2019 at the ensuing Annual General Meeting.
Necessary declarations have been obtained from them, as envisaged under
the Act 2013.
Both the Nomination and Remuneration Committee and the Board also
ensured that their appointments as Independent Directors are in
compliance with the requirements under the relevant statutes and that
there were appropriate balance of skills, experience and knowledge in
the Board, so as to enable the Board to discharge its functions and
duties effectively.
Notices in writing signifying the intention to offer their candidatures
as Independent Directors of the Company along with the requisite
deposit have been received from members of the Company in terms of
Section 160 of the Act 2013.
The brief resume of these directors proposed to be appointed and other
relevant information have been furnished in the Notice convening the
Annual General Meeting. Appropriate resolutions for their appointment
are being placed for approval of the members at the Annual General
Meeting.
Your Directors recommend their appointment as Independent Directors of
the Company.
APPOINTMENT OF NEW INDEPENDENT DIRECTOR
Mr Rasesh R Doshi was appointed as an Independent Director for a term
of five years with effect from 24.5.2014.
Mr Rasesh R Doshi does not suffer any of the dis-qualifications
mentioned in sub-section 6 of Section 149 of the Companies Act, 2013
and is not disqualified under Section 274(1)(g) of the Companies Act,
1956 and Section 164 (2) of the Companies Act, 2013.
The brief resume of Mr Rasesh R Doshi and other information have been
detailed in the Notice convening the Annual General Meeting of the
Company. Appropriate resolution for his appointment is being placed for
approval of the shareholders at the ensuing Annual General Meeting.
Necessary notice has already been received from a shareholder proposing
his candidature to be appointed as a Director not liable to retire by
rotation at the ensuing Annual General Meeting.
Your Directors recommend his appointment as an Independent Director of
the Company, for a period of 5 years from 24.5.2014 to 23.5.2019.
APPOINTMENT OF MR R NARESH
In order to comply with the provisions of Section 152 and other
applicable provisions of the Companies Act, 2013, the Board of
Directors proposes to appoint Mr. R Naresh as Managing Director of the
Company, designated as Executive Vice Chairman, liable to retire by
rotation, for a period of three (3) years with effect from June 16,
2014 at the remuneration / emoluments as recommended by the Nomination
and Remuneration Committee.
The brief resume of Mr R Naresh, and other information have been
detailed in the Notice convening the Annual General Meeting of the
Company. Appropriate resolutions for his appointment is being placed
for approval of the shareholders at the ensuing Annual General Meeting.
Necessary notice has already been received from a shareholder proposing
his candidature to be appointed as Managing Director of the Company,
designated as Executive Vice Chairman, liable to retire by rotation at
the ensuing Annual General Meeting.
Your Directors recommend his appointment as Managing Director of the
Company, designated as Executive Vice Chairman, liable to retire by
rotation at the ensuing Annual General Meeting.
None of the aforementioned Directors is disqualified under Section
274(1)(g) of the Companies Act, 1956 and Section 164 (2) of the
Companies Act, 2013.
AUDITORS
Pursuant to the provisions of Companies Act, 2013, M/s Sundaram &
Srinivasan, Chartered Accountants, Madurai, are being appointed as
Statutory Auditors of the Company, from the conclusion of the ensuing
Annual General Meeting till the conclusion of the next Annual General
Meeting.
The Company has received a letter from them stating that the
appointment, if made, shall be within the prescribed limit under
Section 139(1) and 141 of the Companies Act, 2013. The Audit Committee
and the Board recommends the appointment of M/s Sundaram & Srinivasan,
Chartered Accountants, Madurai, as the Statutory Auditors of the
Company from the conclusion of the ensuing Annual General Meeting till
the conclusion of the next Annual General Meeting.
COST AUDITOR
The Board of Directors have appointed Dr I Ashok, Cost Accountant,
Madurai as Cost Auditor for carrying out the cost audit of the Company
for the financial year 2014-15 subject to the approval of the Central
Government.
The Company has received a letter from the said Cost Accountant,
stating that the appointment, if made, will be within the prescribed
limit under the Companies Act, 2013.
For the financial year under review, the Cost Audit Report will be
filed with the Ministry of Corporate Affairs portal within the
stipulated time in terms of Companies (Cost Accounting) Records Rules,
2011.
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 Clause 49 of the Listing
Agreement with the Stock Exchanges form part of the annual report.
The Managing Director and the Vice President  Finance (CFO) of the
Company have certified to the Board on financial statements and other
matters in accordance with Clause 49(V) of the Listing Agreement
pertaining to CEO / CFO certification for the financial year ended 31st
March 2014.
SECRETARIAL AUDIT
In compliance with the directives issued by the Securities and Exchange
Board of India (SEBI), Secretarial Audit is being conducted by a
Practicing Company Secretary at specified periodicity and the reports
are being submitted to the Stock Exchanges.
STATUTORY STATEMENTS
Conservation of energy, technology absorption and foreign exchange
earnings and outgo As per the requirements of Section 217(1)(e) of the
Act, read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are given in Annexure to this report.
Particulars of employees
No employee of the Company was in receipt of remuneration during the
financial year 2013Â14, in excess of the sum prescribed under Section
217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975.
Public deposits
The Company has not accepted any deposit from the public within the
meaning of Section 58A of the Companies Act, 1956 for the year ended
31st March, 2014.
Directors Responsibility Statement
In accordance with the provisions of Section 217(2AA) of the Act with
respect to Directors'' Responsibility Statement, it is hereby stated
a) That in the preparation of accounts for the financial year ended
31st March, 2014, the applicable accounting standards have been
followed, along with proper explanation relating to material
departures;
b) That the Directors had selected the accounting policies and applied
them consistently and made judgements 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;
c) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) That the Directors have prepared the annual accounts for the year
ended 31st March, 2014 on a "going concern" basis.
ACKNOWLEDGEMENT
The Directors thank the bankers, customers, dealers and vendors for
their support and encouragement.
The Directors wish to place on record their appreciation of the
contribution made by the employees which made it possible for the
Company to achieve these results.
The Directors also thank the investors for their continued faith in the
Company.
For and on behalf of the Board
Madurai R NARESH SHOBHANA RAMACHANDHRAN
3.7.2014 EXECUTIVE VICE CHAIRMAN MANAGING DIRECTOR
Mar 31, 2012
The Directors are pleased to present their Twenty Ninth Report and
audited statement of accounts for the year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS (Rs. in crore)
31.3.2012 31.3.2011
Net Sales & Other Income 1409.30 1097.26
Profit before Depreciation & Tax 75.55 72.99
Less : Depreciation 20.79 15.82
Provision for Tax - Current 12.00 15.50
- Deferred 3.00 2.50
Net Profit 39.75 39.17
Add : Surplus brought forward
from Previous Year 86.63 62.62
Profit available for
appropriation 126.38 101.79
Appropriations
- Dividend to Equity Shareholders 10.34 9.57
- Dividend Tax 1.67 1.59
- Transfer to General Reserve 4.00 4.00
Balance Carried Forward 110.37 86.63
DIVIDEND
The Directors are pleased to recommend a dividend of Rs.13.50 per
equity share of Rs.10/- each (i.e. 135%) for the financial year ended
31st March, 2012 absorbing a sum of Rs.1201.39 lakhs, including tax on
dividend, for the approval of the shareholders, at the ensuing Annual
General Meeting.
DOMESTIC MARKET
Your Company has recorded a double digit growth for the consecutive
third year.
Original Equipment (OE) segment continued to maintain the leadership in
the OE business. The significant increase in the business is due to
product with newer technology, which has once again helped your
Organization to retain pioneer status in new technology introduction.
Sluggishness in the After Market (AM) segment continued during the
current year also due to supply exceeding the demand in the market
place. Excess supply was due to expansion activities carried out by all
the type companies expecting a sizable growth in the OE segment,
similar to the last two years, which did not happen. Your Company has
taken focused improvement activities through external consultants and
working aggressively to regain the market share.
To supplement the above, your Company continued with the aggressive
brand building activities and also launched new TV Commercials. The
initial response indicates a positive sign and your Company's Brand
Building exercise and promotional activities would reap benefits for
the After Market team to substantially increase its market share in the
coming years.
DIRECTORS' REPORT (Contd.)
OVERSEAS MARKET
The export business has witnessed a sizable growth during the current
year.
Key initiatives taken by your Company during the current year include
appointment of new distributors; focused customer service activities
existing markets and participation in the Tyre Expo.
MANUFACTURING
Your Company has increased its production through productivity
improvement and expansion activities in both Madurai and Uttrakhand
Plants.
INDUSTRIAL RELATIONS
The industrial relations with staff and workers during the year under
review continue to be cordial.
HUMAN RESOURCES
During the year, your Company took lot of Employee Engagement
initiatives like QC awards, Fun at Work, etc.
A number of training programs have been organized by your Company
during the year, which include a 3 day out- bound training program on
Team Building, Organizational Intervention Program for improving
Thinking and Communication skills, a Development Program on Negotiation
Strategies and Decision Making, Employee Bonding initiatives, etc.
DIRECTORS' REPORT (Contd.)
SUBSIDIARY
During the year, your Company has formed a subsidiary in United
Kingdom, namely, TVS Europe Distribution Limited for expanding its
business in Europe. The said subsidiary has acquired another Company
called Universal Components UK Limited.
In terms of Accounting Standard 21 prescribed by the Institute of
Chartered Accountants of India / Companies (Accounting Standards)
Rules, 2006, the accounts of the subsidiaries are consolidated with the
accounts of the Company and the consolidated accounts forms part of
this report.
As per general circular No. 2/2011 and notification
No.51/12/2007-CL-III dated 8.2.2011, the accounts of the subsidiary
Companies have not been attached to the accounts of your Company.
The copy of the Annual Reports of the Subsidiary Companies will be made
available to shareholders on request and will also be kept for
inspection by any shareholder at the Registered Office of your Company,
and its subsidiary Company.
DIRECTORS
Mr Sitaram Rao Valluri and Mr P Vijayaraghavan retire at the ensuing
Annual General Meeting of the Company and being eligible, offers
themselves for re-appointment.
The brief resume of the aforesaid Directors and other information have
been detailed in the Notice convening the Annual General Meeting of the
Company. Appropriate resolutions for their reappointment are being
placed for approval of the shareholders at the ensuing Annual General
Meeting. Your Directors recommend their reappointment as Directors of
the Company.
None of the Directors is disqualified under Section 274(1)(g) of the
Companies Act, 1956.
CORPORATE GOVERNANCE
A report on Corporate Governance, along with a certificate from the
Auditors of the Company, regarding the compliance of conditions of
Corporate Governance, as also the Management Discussion and Analysis
Report, as stipulated under Clause 49 of the Listing Agreement, are
annexed to this Report.
The Managing Director has confirmed and declared that all the members
of the Board and the senior management have affirmed compliance with
the code of conduct.
SECRETARIAL AUDIT
In compliance with the directives issued by the Securities and Exchange
Board of India (SEBI), Secretarial Audit is being conducted by a
Practicing Company Secretary at specified periodicity and the reports
are being submitted to the Stock Exchanges.
COST AUDIT
Due to the demise of Mr. C Ramamoorthy, Cost Auditor, who was auditing
the cost accounts of the Company, the Board of Directors have appointed
Dr. I Ashok, Cost Accountant, Madurai, to carry out an audit of cost
accounts of the Company for the year 2011-12 and the Cost Audit Report
will be submitted to the Ministry of Corporate Affairs, Government of
India.
AUDITORS
M/s Sundaram & Srinivasan, Chartered Accountants, Madurai, retire in
accordance with the provisions of the Companies Act, 1956 and are
eligible for re-appointment. The Company has received a letter from
them stating that the appointment, if made, shall be within the
prescribed limit under Section 224(1B) of the Companies Act, 1956. The
Audit Committee and the Board recommends the re-appointment of M/s
Sundaram & Srinivasan, Chartered Accountants, Madurai, as the Auditors
of the Company.
DIRECTORS' REPORT (Contd.)
PUBLIC DEPOSITS
The Company has neither invited nor accepted any deposit from the
public within the meaning of Section 58A of the Companies Act, 1956 for
the year ended 31st March, 2012.
STATUTORY STATEMENTS
Conservation of energy, technology absorption and foreign exchange
earning and outgo
Information pursuant to Section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 1988, are given in Annexure to the Directors
Report.
PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of remuneration during the
financial year 2011-12, in excess of the sum prescribed under Section
217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that the annual accounts of the Company have been
prepared in conformity, in all material respects, with the generally
accepted accounting standards in India and supported by reasonable and
prudent judgments and statements so as to give a true and fair view of
the state of affairs of the Company and of the results of the
operations of the Company. Significant accounting policies followed and
other disclosures are detailed in the Notes to the Accounts and forming
part of the annual accounts.
These financial statements of the Company have been audited by M/s
Sundaram & Srinivasan, Chartered Accountants. A reference may be made
to their report to the members together with Annexure - A thereto,
containing information per requirement under the Companies (Auditor's
Report) Order, 2003 attached with these annual accounts.
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
The internal control system of the Company is monitored by an
independent internal audit team, which encompasses the examination and
evaluation of the adequacy and effectiveness of the system of internal
control. Internal Auditors, Audit Committee Members and Statutory
Auditors have full and free access to all the information and records
considered necessary to carry out the assigned responsibilities. The
issues raised from time to time are suitably acted upon and followed up
at different levels of Management.
The annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT
The Directors thank the bankers, customers, dealers and vendors for
their support and encouragement.
The Directors wish to place on record their appreciation of the
contribution made by the employees which made it possible for the
Company to achieve these results.
The Directors also thank the investors for their continued faith in the
Company.
For and on behalf of the Board
Place : Chennai S NARAYANAN
Date : 26.5.2012 Chairman
Mar 31, 2011
The Directors are pleased to present their Twenty Eighth Report and
audited statement of accounts for the year ended 31st March, 2011
FINANCIAL HIGHLIGHTS (Rs. in crore)
31.3.2011 31.3.2010
Net Sales & Other Income 1097.26 706.40
Profit before Depreciation & Tax 72.99 55.16
Less : Depreciation 15.82 11.79
Provision for Tax à Current 15.50 13.50
à Deferred 2.50 0.05
Net Profit 39.17 29.82
Add : Surplus brought forward from
Previous Year 62.62 44.76
Profit available for appropriation 101.79 74.58
Appropriations
à Dividend to Equity Shareholders 9.57 7.66
à Dividend Tax 1.59 1.30
à General Reserve 4.00 3.00
à Balance Carried Forward 86.63 62.62
DIVIDEND
The Board of Directors have recommended a dividend of Rs.12.50 per
equity share (125%) for the financial year ended 31st March, 2011
absorbing a sum of Rs.1116 lakhs, including tax on dividend, for the
approval of the shareholders, at the ensuing Annual General Meeting. .
PERFORMANCE
The Company recorded total Net Sales and Other Income of Rs.1097 Crore
for the year ended 31st March, 2011 as against Rs.706 Crore achieved
during the previous year. The export sale was Rs.117 Crore as against
Rs.95 Crore in the previous year. Cost escalation pressures were
countered by many cost cutting measures undertaken by your Company
resulting in growth in profit.
DOMESTIC MARKET
The two and three wheeler industry had a growth of above 20% for the
second consecutive year. This positive trend helped your Company to
achieve a value growth of over 50% during the year. This resulted in
your Company crossing the Rs.1000 Cr turnover during the year 2010-11.
During the year, your Company continued its intensive Brand Building
exercise, which helped in strengthening the quality of our dealer net
work. Your Company plans to focus on Brand Building in the coming year
also and this augurs well for achieving the ambitious growth in After
Market segment during the year 2011-12.
Your Company had the distinction of being associated with all the
leading vehicle manufacturers in their new model development. This has
significantly improved our position in the market especially for
Motorcycle tubeless tyres and Scooter tyres, in particular.
OVERSEAS MARKET
The export business has grown from Rs.95 Crore to Rs.117 Crore in
2010-11. The export market is bouncing back and has reached the
pre-recession days in volume.
Your Company has seen an increase in off-take from existing customers
and have introduced customers in USA and other Countries.
Your Company is planning an aggressive turnover growth in export market
in the year 2011 Ã 12 primarily from American markets. Your Company is
also focusing the two wheeler tyre business in countries like South
America.
EXPANSION
During the year, your Company has achieved 48% of growth in production
compared to previous year. This is made possible due to setting up of
Uttarkhand Plant and increase in capacity at Madurai Plant.
SUBSIDIARY
In terms of Accounting Standard 21 prescribed by the Institute of
Chartered Accountants of India / Companies (Accounting Standards)
Rules, 2006, the accounts of the subsidiary are consolidated with the
accounts of the Company and the consolidated accounts forms part of
this report.
As per general circular No. 2/2011 and notification
No.51/12/2007-CL-III dated 8.2.2011, the accounts of the subsidiary
company has not been attached to the accounts of your Company.
The copy of the Annual Report of the Subsidiary Company will be made
available to shareholders on request and will also be kept for
inspection by any shareholder at the Registered Office of your Company,
and its subsidiary company.
DIRECTORS
Ms Shobhana Ramachandhran was re-appointed as Managing Director of the
Company, effective 25.8.2011, by the Board of Directors at their
meeting held on 27.5.2011, on such terms and conditions, subject to the
approval of the shareholders at the ensuing Annual General Meeting of
the Company.
Mr M S Viraraghavan and Mr N H Atthreya retire at the ensuing Annual
General Meeting of the Company and being eligible, offers themselves
for re-appointment.
The brief resume of the aforesaid Directors and other information have
been detailed in the Notice convening the Annual General Meeting of the
Company. Appropriate resolutions for their reappointment are being
placed for approval of the shareholders at the ensuing Annual General
Meeting. Your Directors recommend their reappointment as Directors of
the Company.
None of the Directors is disqualified under Section 274(1) (g) of the
Companies Act, 1956.
CORPORATE GOVERNANCE
The Company has complied with the provisions of the Listing Agreement
concerning Corporate Governance and a report to this effect is
attached, as required under clause 49 of the Listing Agreement with the
Stock Exchanges. A certificate issued by the Auditors of the Company
regarding compliance of conditions of corporate governance, is also
attached to this report.
The Managing Director has confirmed and declared that all the members
of the Board and the senior management have affirmed compliance with
the code of conduct.
SECRETARIAL AUDIT
In compliance with the directives issued by the Securities and Exchange
Board of India (SEBI), Secretarial Audit is being conducted by a
Practicing Company Secretary at specified periodicity and the reports
are being submitted to the Stock Exchanges.
COST AUDIT
Complying with the provisions of Section 233(B) of the Companies Act,
1956, the Board of Directors have appointed Mr. C Ramamoorthy, Cost
Accountant, Madurai, to carry out an audit of cost accounts of the
Company for the year 2011 and the Cost Audit Report will be submitted
to the Ministry of Corporate Affairs, Government of India.
AUDITORS
M/s Sundaram & Srinivasan, Chartered Accountants, Madurai, retire in
accordance with the provisions of the Companies Act, 1956 and are
eligible for re-appointment. The Company has received a letter from
them stating that the appointment, if made, shall be within the
prescribed limit under Section 224(1B) of the Companies Act, 1956. The
Audit Committee and the Board recommends the re-appointment of M/s
Sundaram & Srinivasan, Chartered Accountants, Madurai, as the Auditors
of the Company.
PUBLIC DEPOSITS
The Company has neither invited nor accepted any deposit from the
public within the meaning of Section 58A of the Companies Act, 1956 for
the year ended 31st March, 2011.
INDUSTRIAL RELATIONS
The industrial relations with staff and workers during the year under
review continue to be cordial.
STATUTORY STATEMENTS
Conservation of energy, technology absorption and foreign exchange
earning and outgo
Information pursuant to Section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 1988, are given in Annexure to the Directors
Report.
PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of remuneration during the
financial year 2010Ã11, in excess of the sum prescribed under Section
217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that the annual accounts of the Company have been
prepared in conformity, in all material respects, with the generally
accepted Accounting Standards in India and supported by reasonable and
prudent judgments and statements so as to give a true and fair view of
the state of affairs of the Company and of the results of the
operations of the Company. Significant accounting policies followed and
other disclosures are detailed in the Notes to the Accounts and forming
part of the annual accounts.
These financial statements of the Company have been audited by M/s
Sundaram & Srinivasan, Chartered Accountants. A reference may be made
to their report to the members together with Annexure thereto,
containing information per requirement under the Companies (Auditors
Report) Order, 2003 attached with these annual accounts.
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
The internal control system of the Company is monitored by an
independent internal audit team, which encompasses the examination and
evaluation of the adequacy and effectiveness of the system of internal
control. Internal Auditors, Audit Committee Members and Statutory
Auditors have full and free access to all the information and records
considered necessary to carry out the assigned responsibilities. The
issues raised from time to time are suitably acted upon and followed up
at different levels of Management.
The annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT
The Directors thank the bankers, customers, investing institutions,
dealers and vendors for their support and encouragement.
The Directors wish to place on record their appreciation of the
contribution made by the employees which made it possible for the
Company to achieve these results.
The Directors also thank the investors for their continued faith in the
Company.
For and on behalf of the Board
S NARAYANAN
Chairman
Place : Chennai
Date : 27.5.2011
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