TVS MOTOR COMPANY LIMITED

29th ANNUAL REPORT 2020-21

TVS MOTOR COMPANY LIMITED

Board of Directors VENU SRINIVASAN Secretarial Auditors S. KRISHNAMURTHY & CO.,

Chairman & Managing Director Company Secretaries,
PROF. SIR RALF DIETER SPETH No. 16, Pattammal Street,
(w.e.f. 24th March 2021) Mandaveli, Chennai - 600 028.
SUDARSHAN VENU Tel. : 044-42074012
Joint Managing Director E-mail : [email protected]
K.N. RADHAKRISHNAN Shares listed with BSE Ltd., Mumbai.
Director & CEO National Stock Exchange of India
PRINCE ASIRVATHAM Ltd., Mumbai.
C. R. DUA
Bankers
R. GOPALAN STATE BANK OF INDIA
LALITA D GUPTE Corporate Accounts Group Branch, Chennai.
T. KANNAN
Registered Office
KUOK MENG XIONG "Chaitanya" No. 12, Khader Nawaz Khan Road,
(w.e.f. 24th March 2021) Nungambakkam, Chennai 600 006, Tamil Nadu, India
H. LAKSHMANAN
Tel : 044-28332115 Fax : 044- 28332113
HEMANT KRISHAN SINGH CIN No. L35921TN1992PLC022845
DR. LAKSHMI VENU E-mail: [email protected]
Audit Committee R. GOPALAN, Chairman Website: www.tvsmotor.com
PRINCE ASIRVATHAM Share Transfer Agent
C. R. DUA Integrated Registry Management Services Private Limited
T. KANNAN 2nd Floor, Kences Towers, No. 1, Ramakrishna Street,
Nomination and C.R. DUA, Chairman North Usman Road, T Nagar, Chennai-600 017
Remuneration T. KANNAN Tel: 044-2814 0801-03; Fax: 044-2814 2479
Committee H. LAKSHMANAN Email:[email protected], [email protected]
Plant Locations
Risk Management T. KANNAN, Chairman
1. Post Box No. 4, Harita, Hosur - 635 109, Tamil Nadu,
Committee SUDARSHAN VENU
K.N. RADHAKRISHNAN India. Tel : 04344 - 276780
LALITA D GUPTE 2. Post Box No. 1, Byathahalli Village,
HEMANT KRISHAN SINGH Kadakola Post, Mysuru - 571 311, Karnataka, India.
K. GOPALA DESIKAN Tel : 0821 - 2596561
Stakeholders' HEMANT KRISHAN SINGH, Chairman 3. Bhatian Village, Bharatgarh Road, Teh. Nalagarh,
Relationship VENU SRINIVASAN Solan District - 174 101, Himachal Pradesh, India.
Committee SUDARSHAN VENU Tel : 01795 - 220492/93
C.R. DUA Subsidiary Companies
LALITA D GUPTE
Sundaram Auto Components Limited
Corporate VENU SRINIVASAN, Chairman TVS Housing Limited
Social Responsibility PRINCE ASIRVATHAM TVS Motor Services Limited
Committee H. LAKSHMANAN Intellicar Telematics Private Limited
Chief Financial K. GOPALA DESIKAN TVS Credit Services Limited
Officer TVS Motor (Singapore) Pte. Limited, Singapore
Company Secretary K.S. SRINIVASAN The Norton Motorcycle Co Limited, United Kingdom
Statutory Auditors V. SANKAR AIYAR & Co., TVS Motor Company (Europe) B.V., Amsterdam
Chartered Accountants, PT. TVS Motor Company Indonesia, Jakarta
2-C, Court Chambers, Sundaram Holding USA Inc., Delaware, USA
35 New Marine Lines, Mumbai - 400 020.
Tel. : 022-22004465 CONTENTS Page Nos.
E-mail : [email protected]
Financial Highlights 2
Cost Auditor A.N. RAMAN
Cost Accountant, Notice of Annual General Meeting 3
No. 10 P, Muthukumaraswami Salai, Directors' Report to the shareholders 15
Off. Baby Nagar 1st Main Road,
Standalone Financial Statements 95
Velachery, Chennai - 600 042.
Tel. 044-22433462 Consolidated Financial Statements 155
E-mail : [email protected]
1
TVS MOTOR COMPANY LIMITED

Financial Highlights
Rupees in crores
Previous GAAP Ind AS
Details
2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21

Sales & other income @ 7,749 7,875 8,694 10,788 12,195 13,363 15,618 18,217 16,455 16,784

Profit before interest, depreciation,

amortisation and tax * 520 461 536 669 914 1,030 1,274 1,441 1,378 1,462

Profit before tax * 316 254 355 456 629 699 879 961 787 826

Exceptional / Extraordinary Items – (91) (3) – – – – – (32) –

Profit after tax 249 116 262 348 489 558 663 670 592 612

Net fixed assets 1,078 1,048 1,174 1,419 1,751 2,046 2,503 2,837 3,185 3,289

Share capital 48 48 48 48 48 48 48 48 48 48

Reserves and surplus 1,122 1,177 1,368 1,598 1,911 2,361 2,833 3,300 3,571 4,123

Net worth 1,170 1,225 1,416 1,646 1,959 2,409 2,881 3,348 3,619 4,171

Total borrowings 831 634 528 970 924 1,107 1,189 1,400 2,022 1,106

Earnings per share ($) 5.24 2.44 5.51 7.32 10.30 11.75 13.95 14.11 12.47 12.88

Dividend per share ($) 1.30 1.20 1.40 1.90 2.50 2.50 3.30 3.50 3.50 3.50

Book value per share ($) 24.63 25.78 29.81 34.65 41.23 50.71 60.64 70.47 76.18 87.79

Operating EBITDA (%) 6.98 6.09 6.35 6.36 7.29 7.06 7.74 7.87 8.19 8.53

Profit before tax * / turnover (%) 4.10 3.24 4.10 4.24 5.20 5.30 5.66 5.28 4.79 4.93

Return on capital employed (%) 18.96 14.68 18.88 20.27 23.24 21.67 24.61 23.55 16.62 17.15

Return on net worth (%) 22.97 9.69 19.82 22.73 27.15 25.56 25.06 21.52 17.01 15.72

Notes:
@ Sales includes Excise duty upto June 2017.
* Figures stated are before exceptional and extraordinary items.

2
TVS MOTOR COMPANY LIMITED

NOTICE OF ANNUAL GENERAL MEETING the Companies Act, 2013 (the Act, 2013) (including any
NOTICE is hereby given that the 29th Annual General Meeting statutory modification(s) or re-enactment(s) thereof, for the
of the Company (AGM) will be held on Thursday, the 29th July time being in force) and the Companies (Appointment and
2021 at 1.30 P.M. [Indian Standard Time (IST)] through Video Qualifications of Directors) Rules, 2014 and the applicable
Conferencing / Other Audio-Visual Means (VC / OAVM) facility provisions of the Securities and Exchange Board of India
to transact the following businesses: (Listing Obligations and Disclosure Requirements)
Regulations, 2015, based on the recommendation of the
ORDINARY BUSINESS Nomination and Remuneration Committee and the Board
of Directors, Mr Kuok Meng Xiong (holding DIN 09117910),
1. To consider passing the following resolution as an ordinary
who was appointed as an Additional Director and Non-
resolution:
Executive Independent Director effective 24th March 2021
RESOLVED THAT the standalone and consolidated audited and who holds office upto the date of this AGM, and in
financial statements for the year ended 31st March 2021, respect of whom the Company has received a notice in
together with the Directors' Report and the Auditors' Report writing from a shareholder under Section 160 of the Act,
thereon as circulated to the Members and presented to the 2013, consent of Members be and is hereby accorded for
meeting be and are hereby approved and adopted.
his appointment as a Non-Executive and Independent
2. To consider passing the following resolution as an ordinary Director of the Company, for a term of five consecutive
resolution: years w.e.f. 24th March 2021 whose office shall not be
RESOLVED THAT Mr Sudarshan Venu (holding DIN liable to retire by rotation during the period, and to receive
03601690), Director, who retires by rotation and being remuneration by way of profit related commission, if any,
eligible, offers himself for re-appointment, be and is hereby within the permissible limit in terms of Section 197 of the
re-appointed as a Director of the Company. Act, 2013, as determined by the Board, from time to time
including reimbursement of expenses and fees for
3. To consider passing the following resolution as an ordinary participation in the meetings of the Board and / or
resolution: Committees in terms of applicable provisions of the Act,
RESOLVED THAT Mr K N Radhakrishnan (holding DIN 2013.
02599393), Director, who retires by rotation and being
RESOLVED FURTHER THAT the Board be and is hereby
eligible, offers himself for re-appointment, be and is hereby
authorised to do all acts and take all such steps as may
re-appointed as a Director of the Company.
be necessary, proper or expedient to give effect to this
SPECIAL BUSINESS resolution.

4. To consider passing the following resolution as an ordinary 6. To consider passing the following resolution as an ordinary
resolution: resolution:
RESOLVED THAT subject to the provisions of Sections RESOLVED THAT pursuant to Section 148 of the
152, 160, 161 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and
Companies Act, 2013 (the Act, 2013) and the Companies Auditors) Rules, 2014 (including any statutory
(Appointment and Qualifications of Directors) Rules, 2014 modification(s) or re-enactment(s) thereof, for the time
(including any statutory modification(s) or re-enactment(s) being in force) remuneration of $ 6 Lakhs (Rupees six
thereof, for the time being in force) and Regulation 17 of lakhs only) in addition to reimbursement of all applicable
Securities and Exchange Board of India (Listing Obligations taxes, travelling and out-of-pocket expenses, payable to
and Disclosure Requirements) Regulations, 2015, and as Mr A N Raman, Practising Cost Accountant, holding
recommended by the Nomination and Remuneration
Membership No. 5359, allotted by The Institute of Cost
Committee and the Board of Directors of the Company,
Accountants of India, who was re-appointed as Cost Auditor
Prof. Sir Ralf Dieter Speth (holding DIN 03318908) who
of the Company for the year 2021-22 by the Board of
was appointed as an Additional Director and Non Executive
Directors of the Company, as recommended by the Audit
Non Independent Director effective 24th March 2021 and
Committee be and is hereby ratified.
who holds office upto the date of this Annual General
Meeting and in respect of whom the Company has received By order of the Board of Directors
a notice in writing from a shareholder under Section 160
of the Act, 2013, be and is hereby appointed as a Director
of the Company, liable to retire by rotation. Chennai K S SRINIVASAN
27th April 2021 Company Secretary
5. To consider passing the following resolution as an ordinary
resolution:
Registered Office:
RESOLVED THAT pursuant to the provisions of Sections "Chaitanya"
149 (read with Schedule IV to the Companies Act, 2013), No. 12, Khader Nawaz Khan Road,
152, 160, 161 and other applicable provisions, if any, of Nungambakkam, Chennai - 600 006.

3
TVS MOTOR COMPANY LIMITED

Notes: 13th April, 2020, 5th May, 2020 and 13th January 2021,
The Explanatory Statement pursuant to Section 102 of the the Company is providing facility of remote e-Voting to
Companies Act, 2013 (the Act, 2013), in respect of the its Members in respect of the businesses to be transacted
special businesses to be transacted at the Annual General at the AGM. For this purpose, the Company has entered
Meeting (AGM), as set out in the Notice is annexed hereto. into an agreement with National Securities Depository
Limited (NSDL) for facilitating voting through electronic
1. In view of the massive outbreak of CoVID-19 pandemic, means, as the authorized agency. The facility of casting
social distancing norms to be followed and the continuing votes by a member using remote e-Voting system
restriction on movement of persons at several places in as well as voting at the meeting will be provided by
the country and pursuant to the Circular No. 14/2020 NSDL.
dated 8th April 2020, Circular No.17/2020 dated 13th
April 2020 issued by the Ministry of Corporate Affairs 6. In line with MCA Circular No. 17/2020 dated 13th April,
(MCA) followed by Circular No. 20/2020 dated 5th May 2020, the Notice calling the AGM has been uploaded
2020, and clarification circular No. 02/2021 dated 13th on the website of the Company at www.tvsmotor.com.
January 2021 and Circular No. SEBI/HO/CFD/CMD1/ The Notice can also be accessed from the websites of
CIR/P/2020/79 dated 12th May 2020 and SEBI/HO/CFD/ the Stock Exchanges i.e. BSE Limited and National
CMD2/CIR/P/2021/11 dated 15th January 2021 issued Stock Exchange of India Limited at www.bseindia.com
by the Securities and Exchange Board of India ("SEBI and www.nseindia.com respectively and the AGM Notice
Circular") and in compliance with the provisions of the is also available on the website of NSDL (agency for
Act and the SEBI (Listing Obligations and Disclosure providing the remote e-Voting facility) i.e.
Requirements) Regulations, 2015 ("Listing Regulations"), www.evoting.nsdl.com.
physical attendance of the Members is not required at 7. AGM has been convened through VC / OAVM in
a common venue and AGM can be held through video compliance with applicable provisions of the Act, 2013,
conferencing (VC) or other audio visual means (OAVM). read with MCA Circular No. 14/2020 dated 8th April, 2020
Hence, Members can attend and participate in the and MCA Circular No. 17/2020 dated 13th April, 2020 and
ensuing AGM through VC / OAVM. MCA Circular No. 20/2020 dated 5th May, 2020 and
2. Pursuant to the aforesaid Circulars, the facility to clarification circular No. 02/2021 dated 13th January, 2021.
appoint proxy by Members under Section 105 of the
Act, 2013 to attend and cast vote for the Members Unclaimed Dividend
is not available for this AGM as the physical 8. In terms of Section 124 of the Act, 2013, the dividend
attendance of Members has been dispensed with. declared by the Company, for earlier years, which remain
However, Body Corporates are entitled to appoint unclaimed for a period of seven years will be transferred
authorised representatives as the Members to attend on due dates to the Investor Education and Protection
the AGM through VC / OAVM and participate thereat Fund (IEPF), established by the Central Government. The
and cast their votes through e-Voting. particulars of due dates for transfer of such unclaimed
3. The Members can join the AGM through VC / OAVM dividends to IEPF are furnished in the Report on Corporate
mode 15 minutes before and after the scheduled time Governance, forming part of the Annual Report.
of the commencement of the Meeting by following the 9. Members who have not encashed their dividend warrants
procedure mentioned in the Notice. The facility of in respect of the above period are requested to make their
participation at the AGM through VC / OAVM will be claim(s) by surrendering the un-encashed warrants
made available to the members on "first come first immediately to the Company.
served" basis. This will not include large Shareholders Pursuant to The Investor Education and Protection Fund
(Shareholders holding 2% or more shareholding),
Authority (Accounting, Audit, Transfer and Refund) Rules,
Promoters, Institutional Investors, Directors, Key
2016, the Company is providing / hosting the required
Managerial Personnel, the Chairpersons of the Audit
details of unclaimed amount referred to under Section 124
Committee, Nomination and Remuneration Committee
of the Act, 2013 on its website and also on the website
and Stakeholders Relationship Committee, Auditors etc.
of MCA viz., www.iepf.gov.in.
who are allowed to attend the AGM without restriction
on account of "first come first served" basis. General
4. Members attending the AGM through VC/OAVM will be 10. With a view to serving the Members better and for
counted for the purpose of reckoning the quorum under administrative convenience, Members who hold shares in
Section 103 of the Act, 2013. identical names and in the same order of names in more
5. Pursuant to the provisions of Section 108 of the Act, than one folio are requested to write to the Company to
2013 read with Rule 20 of the Companies (Management consolidate their holdings into one folio.
and Administration) Rules, 2014 and Regulation 44 of 11. Members may also note that the Annual Report will also
the Listing Regulations, and the Circulars issued by the be available on the Company's website viz.,
Ministry of Corporate Affairs dated 8th April, 2020, www.tvsmotor.com for their download.
4
TVS MOTOR COMPANY LIMITED

Members holding shares in electronic form The voting rights of the Members / Beneficial Owners
12. The Securities and Exchange Board of India (SEBI) has will be reckoned on the Equity Shares held by them as
mandated the submission of Permanent Account Number on Cut-off date. Members as on the Cut-off date only
(PAN) by every participant in securities market. Members shall be entitled to avail the facility of remote e-Voting
are requested to submit their PAN to the Depository or voting at the meeting.
Participant(s) (DP) with whom they are maintaining their THE INSTRUCTIONS FOR REMOTE E-VOTING AND
demat accounts. VOTING AT THE MEETING ARE AS UNDER
13. Members are requested to intimate all changes pertaining 1. The remote e-Voting period begins on 26th July 2021
to their bank details such as bank account number, at 9:00 A.M. (IST) and ends on 28th July 2021 at 5:00
name of the bank and branch details, MICR code and P.M. (IST). During this period, Members of the
IFSC Code, Mandates, Nominations, Power of Attorney, Company, holding shares either in physical form or in
Change of Address / Name / e-mail Address / Contact dematerialized form, as on the cut-off date, may cast
Numbers, etc., to their DP. their vote by remote e-Voting. The remote e-Voting
14. Electronic copy of the Annual Report and the Notice of module shall be disabled by NSDL for voting thereafter.
the AGM inter-alia indicating the process and manner Members who have not cast their vote on any of the
of e-Voting are being sent to all the Members whose resolutions using the remote e-Voting facility can vote
e-mail IDs are registered with the Company / DPs for on those resolutions during the AGM. Once the vote
communication purposes. on a resolution is cast by the Member, the Member
shall not be allowed to change it subsequently.
Members holding shares in physical form How do I vote electronically using NSDL e-Voting
15. Members can submit their PAN details to the Company/ system?
Share Transfer Agent (STA).
The way to vote electronically on NSDL e-Voting
16. Members are requested to intimate all changes pertaining system consists of "Two Steps" which are mentioned
to their bank details such as bank account number, below:
name of the bank and branch details, MICR code and
Step 1: Access to NSDL e-Voting system
IFSC code, Mandates, Nomination as per Section 72 of
the Act, 2013 by filling Form SH-13, Power of Attorney, A) Login method for e-Voting and joining virtual
Change of Address / Name / e-mail Address / Contact meeting for Individual shareholders holding
Numbers, etc., with the Company / STA. Blank forms securities in demat mode.
(SH-13) will be sent by e-mail.
In terms of SEBI circular dated December 9,
17. Members holding shares in physical form, in their own 2020 on e-Voting facility provided by Listed
interest, are requested to dematerialize the shares to Companies, Individual shareholders holding
avail the benefits of electronic holding / trading. securities in demat mode are allowed to vote
through their demat account maintained with
Voting Depositories and Depository Participants.
18. The businesses set out in the Notice will be transacted Shareholders are advised to update their mobile
through electronic voting system and the Company is number and email ID in their demat accounts in
providing facility for voting by electronic means. The order to access e-Voting facility.
Members may cast their votes using electronic voting
Login method for Individual shareholders holding
system from a place other than the venue of the meeting
securities in demat mode is given below:
('remote e-Voting').
19. In case of joint holders attending AGM, the Member Type of shareholders Login Method
whose name appears as the first holder in the order of Individual Shareholders 1. If you are already registered for
names as per the Register of Members of the Company holding securities in NSDL IDeAS facility, please visit
will be entitled to vote. demat mode with NSDL. the e-Services website of NSDL.
Open web browser by typing the
20. In terms of Section 108 of the Act, 2013 read with Rule
following URL: https://
20 of the Companies (Management and Administration)
eservices.nsdl.com/ either on a
Rules, 2014, ('the Rules') and Regulation 44 of the Listing
Personal Computer or on a mobile.
Regulations, the Company has provided facility to exercise
Once the home page of e-Services
votes through electronic voting system to Members holding
is launched, click on the "Beneficial
shares as on 22nd July 2021 being the "Cut-off Date"("Cut-
Owner" icon under "Login" which
Off" for the purpose of Rule 20(4)(vii) of the Rules) fixed
is available under "IDeAS" section.
for determining voting rights of Members entitled to
A new screen will open. You will
participate in the remote e-Voting process through the
have to enter your User ID and
platform provided by NSDL viz., www.evoting.nsdl.com.

5
TVS MOTOR COMPANY LIMITED

Type of shareholders Login Method Type of shareholders Login Method

Individual Shareholders Password. After successful Easi / Easiest are https://
holding securities in authentication, you will be able to web.cdslindia.com/myeasi/home/
demat mode with NSDL. see e-Voting services. Click on login or www.cdslindia.com and
"Access to e-Voting" under e- click on New System Myeasi.
Voting services and you will be 2. After successful login of Easi/
able to see e-Voting page. Click Easiest, the user will be also able
on options available against to see the E Voting Menu. The
company name or e-Voting service Menu will have links of
provider - NSDL and you will be e-Voting service provider i.e.
re-directed to NSDL e-Voting NSDL. Click on NSDL to cast
website for casting your vote during your vote.
the remote e-Voting period or 3. If the user is not registered for
joining virtual meeting & voting Easi/Easiest, option to register
during the meeting. is available at https://
2. If the user is not registered for web.cdslindia.com/myeasi/
IDeAS e-Services, option to Registration/EasiRegistration.
register is available at https:// 4. Alternatively, the user can directly
eservices.nsdl.com. Select access e-Voting page by
"Register Online for IDeAS" Portal providing demat Account Number
or click at https:// and PAN No. from a link in
eservices.nsdl.com/SecureWeb/ www.cdslindia.com home page.
IdeasDirectReg.jsp. The system will authenticate the
user by sending OTP on
3. Visit the e-Voting website of NSDL.
registered Mobile & Email ID as
Open web browser by typing the
recorded in the demat Account.
following URL: https://
After successful authentication,
www.evoting.nsdl.com/ either on user will be provided links for the
a Personal Computer or on a respective ESP i.e. NSDL where
mobile. Once the home page of e- the e-Voting is in progress.
Voting system is launched, click
on the icon "Login" which is Individual Shareholders You can also login using the login
available under 'Shareholder/ (holding securities in credentials of your demat account
Member' section. A new screen demat mode) login through your Depository Participant
will open. You will have to enter through their depository registered with NSDL/CDSL for e-
your User ID (i.e. your sixteen digit participants Voting facility. Once login, you will
demat account number held with be able to see e-Voting option.
NSDL), Password/OTP and a Once you click on e-Voting option,
Verification Code as shown on the you will be redirected to NSDL/
screen. After successful CDSL Depository site after
authentication, you will be successful authentication, wherein
redirected to NSDL Depository site you can see e-Voting feature. Click
wherein you can see e-Voting on options available against
page. Click on options available company name or e-Voting service
against company name or e-Voting provider-NSDL and you will be
service provider - NSDL and you redirected to e-Voting website of
will be redirected to e-Voting NSDL for casting your vote during
website of NSDL for casting your the remote e-Voting period or
vote during the remote e-Voting joining virtual meeting & voting
period or joining virtual meeting & during the meeting.
voting during the meeting. Important note: Members who are unable to retrieve
Individual Shareholders 1. Existing users who have opted User ID/ Password are advised to use Forgot User
holding securities in for Easi / Easiest, they can login ID and Forgot Password option available at
demat mode with CDSL through their user ID and abovementioned website.
password. Option will be made Helpdesk for Individual Shareholders holding
available to reach e-Voting page securities in demat mode for any technical issues
without any further authentication. related to login through Depository i.e. NSDL
The URL for users to login to and CDSL.
6
TVS MOTOR COMPANY LIMITED

Login type Helpdesk details 5. Password details for shareholders other than
Individual shareholders are given below:
Individual Shareholders Members facing any technical issue
holding securities in in login can contact NSDL helpdesk a) If you are already registered for e-Voting,
demat mode with NSDL by sending a request at then you can use your existing password to
[email protected] or call at toll login and cast your vote.
free no.: 1800 1020 990 and 1800 b) If you are using NSDL e-Voting system for the
22 44 30 first time, you will need to retrieve the 'initial
Individual Shareholders Members facing any technical issue password' which was communicated to you.
holding securities in in login can contact CDSL helpdesk Once you retrieve your 'initial password', you
demat mode with CDSL by sending a request at need to enter the 'initial password' and the
[email protected] system will force you to change your password.
or contact at 022- 23058738 or 022- c) How to retrieve your 'initial password'?
23058542-43
(i) If your email ID is registered in your demat
Further details on Step 1 is mentioned below: account or with the company, your 'initial
How to Log-in to NSDL e-Voting website? password' is communicated to you on your
email ID. Trace the email sent to you from
1. Visit the e-Voting website of NSDL. Open web
NSDL from your mailbox. Open the email
browser by typing the following URL: https://
and open the attachment i.e. a .pdf file.
www.evoting.nsdl.com/ either on a Personal
Open the .pdf file. The password to open
Computer or on a mobile.
the .pdf file is your 8 digit client ID for
2. Once the home page of e-Voting system is NSDL account, last 8 digits of client ID for
launched, click on the icon "Login" which is CDSL account or folio number for shares
available under 'Shareholders/Members' section. held in physical form. The .pdf file contains
3. A new screen will open. You will have to enter your 'User ID' and your 'initial password'.
your User ID, your Password/OTP and a (ii) If your email ID is not registered, please
Verification Code as shown on the screen. follow steps mentioned below in process
Alternatively, if you are registered for NSDL for those shareholders whose email
eservices i.e. IDEAS, you can log-in at https:// IDs are not registered.
eservices.nsdl.com/ with your existing IDEAS login.
Once you log-in to NSDL eservices after using your 6. If you are unable to retrieve or have not received
log-in credentials, click on e-Voting and you can the "Initial password" or have forgotten your
proceed to Step 2 i.e. Cast your vote electronically. password:
a) Click on "Forgot User Details/Password?"
4. Your user ID details are given below: (If you are holding shares in your demat
account with NSDL or CDSL) option available
Manner of holding shares Your User ID is:
on www.evoting.nsdl.com.
i.e. Demat (NSDL or
CDSL) or Physical b) "Physical User Reset Password?" (If you
a) For Members who hold 8 Character DP ID followed by are holding shares in physical mode) option
shares in demat 8 Digit Client ID available on www.evoting.nsdl.com.
account with NSDL. For example if your DP ID is c) If you are still unable to get the password by
IN300*** and Client ID is aforesaid two options, you can send a request
12****** then your user ID is at [email protected] mentioning your demat
IN300***12******. account number / folio number, your PAN,
your name and your registered address.
b) For Members who hold 16 Digit Beneficiary ID
shares in demat For example if your Beneficiary d) Members can also use the OTP (One Time
account with CDSL. ID is 12************** then your Password) based login for casting the votes
user ID is 12************** on the e-Voting system of NSDL.
c) For Members holding EVEN Number followed by 7. After entering your password, tick on Agree to
shares in Physical Folio Number registered with "Terms and Conditions" by selecting on the check
Form. the Company box.
For example if folio number is 8. Now, you will have to click on "Login" button.
001*** and EVEN is 101456 9 After you click on the "Login" button, Home page
then user ID is 101456001*** of e-Voting will open.

7
TVS MOTOR COMPANY LIMITED

Further details on Step 2 is mentioned below: allowed to vote through their demat account maintained
How to cast your vote electronically and join General with Depositories and Depository Participants.
Meeting on NSDL e-Voting system. Shareholders are required to update their mobile number
and email ID correctly in their demat account in order
1. After successful login as provided in Step 1, you to access e-Voting facility.
will be able to see all the companies "EVEN" in
which you are holding shares and whose voting THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON
cycle is in active status. THE DAY OF THE AGM ARE AS UNDER:
2. Select "EVEN" of TVS Motor Company Limited i. The procedure for e-Voting on the day of the AGM is same
for which you wish to cast your vote during the as the instructions mentioned above for remote
remote e-Voting period and casting your vote e-Voting.
during the AGM. For joining virtual meeting, you ii. Only those Members / shareholders, who will be present
need to click on “VC/OAVM” link placed under in the AGM through VC / OAVM facility and have not cast
“Join General Meeting”. their vote on the Resolutions through remote
3. Now you are ready for e-Voting as the Voting e-Voting / or otherwise not barred from doing so, shall be
page opens. eligible to vote through e-Voting system in the AGM.
4. Cast your vote by selecting appropriate options i.e. iii. Members who have voted through Remote e-Voting will
assent or dissent, verify / modify the number of be eligible to attend the AGM. However, they will not be
shares for which you wish to cast your vote and eligible to vote at the AGM.
click on "Submit" and also "Confirm" when prompted. iv. The details of the person who may be contacted for any
5. Upon confirmation, the message "Vote cast grievances connected with the facility for e-Voting on the
successfully" will be displayed. day of the AGM shall be the same person mentioned for
remote e-Voting.
6. You can also take the printout of the votes cast
by you by clicking on the print option on the
confirmation page. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE
AGM THROUGH VC / OAVM ARE AS UNDER:
7. Once you confirm your vote on the resolution,
you will not be allowed to modify your vote. i. Members will be provided with a facility to attend the AGM
through VC / OAVM through the NSDL e-Voting system.
Members may access by following the steps mentioned
Process for those shareholders whose email IDs are
above for Access to NSDL e-Voting system. After successful
not registered with the depositories for procuring user
login, Members can see link of “VC/OAVM link” placed
ID and password and registration of e-mail IDs for
under “Join General meeting” menu against the Company
e-Voting for the resolutions set out in this notice:
name. You are requested to click on VC/OAVM link placed
1(i) In case shares are held in physical mode please provide under Join General Meeting menu. The link for VC / OAVM
Folio No., Name of shareholder, scanned copy of the will be available in shareholder / members login where the
share certificate (front and back), PAN and AADHAR EVEN of Company will be displayed. Please note that the
(self-attested scanned copy) by email to members who do not have the User ID and Password for
[email protected]. e-Voting or have forgotten the User ID and Password may
(ii)In case shares are held in demat mode, please provide retrieve the same by following the remote e-Voting
DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary instructions mentioned in the notice to avoid last minute
ID), Name, client master or copy of Consolidated Account rush.
statement, PAN and AADHAR (self-attested scanned ii. Members are encouraged to join the Meeting through
copy) to [email protected]. Laptops for better experience.
If you are an Individual shareholder holding securities iii. Further, Members will be required to allow camera and use
in demat mode, you are requested to refer to the login Internet with a good speed to avoid any disturbance during
method explained under Login method for e-Voting and the meeting.
joining virtual meeting for Individual shareholders holding
iv. Please note that participants connected from Mobile Devices
securities in demat mode.
or Tablets or through Laptop connecting via Mobile Hotspot
2. Alternatively member may send an e-mail request to may experience Audio / Video loss due to fluctuation in
[email protected] for obtaining User ID and Password their respective network. It is therefore recommended to
by proving the details mentioned in Point (1) or (2) as the use stable Wi-Fi or LAN connection to mitigate any kind
case may be. of aforesaid glitches.
3. In terms of SEBI circular dated December 9, 2020 on Shareholders who would like to express their views / ask
e-Voting facility provided by Listed Companies, Individual questions during the meeting may register themselves as
shareholders holding securities in demat mode are a speaker and send their request mentioning their name,

8
TVS MOTOR COMPANY LIMITED

demat account number / folio number, email ID, mobile 6. The Scrutinizer shall after the conclusion of e-Voting at
number at [email protected] from 23rd July 2021 (9.00 the AGM, first download the votes cast at the AGM and
A.M. (IST)) to 26th July 2021 (5.00 P.M. (IST)) thereafter unblock the votes cast through remote e-Voting
and shall make a consolidated scrutinizer's report of the
v. Shareholders who would like to express their views / have
total votes cast in favour or against, invalid votes, if any,
questions may send their questions in advance, mentioning
and whether the resolution has been carried or not, and
their name, demat account number / folio number, email
such report shall then be sent to the Chairman or a
ID, mobile number to the email ID at [email protected].
person authorized in this regard, within 48 (forty eight)
The same will be replied by the Company suitably.
hours from the conclusion of the AGM, who shall then
vi. Those shareholders who have registered themselves as countersign and declare the result of the voting forthwith.
a speaker will only be allowed to express their views/ask
7. The results declared along with the report of the Scrutinizer
questions during the meeting. The Company reserves the
shall be placed on the website of the Company at
right to restrict the number of speakers depending on the
www.tvsmotor.com and on the website of NSDL at
availability of time for the AGM. www.evoting.nsdl.com immediately after the declaration
vii. Members can submit questions with regard to the financial of results by the Chairman or a person authorized by him.
statements or any other matter to be placed at the AGM, The results shall also be immediately forwarded to BSE
from their registered e-mail address, mentioning their name, Limited, Mumbai and The National Stock Exchange of
DP ID and Client ID number / folio number and mobile India Limited, Mumbai.
number, to reach the Company's e-mail address 8. Pursuant to the Circulars issued by MCA and SEBI,
[email protected] atleast 48 hours in advance before the owing to the difficulties involved in dispatching of physical
start of the meeting. Such questions by the Members shall copies of the Notice of the AGM and the Annual Report
be taken up during the meeting and replied by the Company for the year 2020-21, the said documents are being sent
suitably. only by email to the Members.
Therefore, those Members, whose email address is not
General Guidelines for shareholders: registered with the Company or with their respective
1. Institutional shareholders (i.e. other than individuals, HUF, Depository Participant/s, and who wish to receive the
NRI etc.) are required to send scanned copy (PDF/JPG Notice of the AGM and the Annual Report for the year
Format) of the relevant Board Resolution / Authority letter 2020-21 and all other communication sent by the
etc. with attested specimen signature of the duly authorized Company, from time to time, can get their email address
signatory(ies) who are authorized to vote, to the Scrutinizer registered by following the steps as given below:
by e-mail [email protected] with a copy a) For Members holding shares in physical form, please
marked to [email protected] send scan copy of a signed request letter mentioning
2. It is strongly recommended not to share your password your folio number, complete address, email address
with any other person and take utmost care to keep your to be registered along with scanned self-attested
password confidential. Login to the e-Voting website will copy of the PAN and any document (such as Driving
be disabled upon five unsuccessful attempts to key in the Licence, Passport, Bank Statement, AADHAR)
correct password. In such an event, you will need to go supporting the registered address of the Member, by
through the "Forgot User Details / Password?" or "Physical email to the Company's email address
User Reset Password?" option available on [email protected].
www.evoting.nsdl.com to reset the password. b) For Members holding shares in demat form, please
3. A person, whose name is recorded in the Register of update your email address through your respective
Members or in the Register of Beneficial Owners maintained Depository Participant/s.
by the depositories as on the cut-off date only shall be 9. Pursuant to Finance Act, 2020, dividend income will be
entitled to avail the facility of remote e-Voting or casting taxable in the hands of the shareholders w.e.f. 1st April
vote through e-Voting system during the meeting. 2020 and the Company is required to deduct tax at
4. Mr K Sriram, Practicing Company Secretary (Membership source ("TDS") from dividend paid to the Members at
No. 2215), has been appointed as the Scrutinizer to rates prescribed in the Income Tax Act, 1961 ("the IT
scrutinize the remote e-Voting process and casting vote Act"). In general, to enable compliance with TDS
through the e-Voting system during the meeting in a fair requirements, Members are requested to complete and /
and transparent manner. or update their Residential Status, PAN, Category as
5. In case of any queries, Members may refer the Frequently per the IT Act with their Depository Participants or in
Asked Questions (FAQs) for Shareholders and e-Voting case shares are held in physical form, with the Company
user manual for Shareholders available at the download by sending email to the Company's email address
section of www.evoting.nsdl.com or call on toll free no.: [email protected].
1800 1020 990 and 1800 2244 30 and send a request to 10. In order to receive dividend/s in a timely manner,
NSDL official, Ms. Pallavi Mhatre Manager at Members holding shares in physical form who have not
[email protected]. updated their mandate for receiving the dividends directly

9
TVS MOTOR COMPANY LIMITED

in their bank accounts through Electronic Clearing Service Since 2013, Sudarshan has played a pivotal role in Company's
or any other means ("Electronic Bank Mandate"), can growth through expansion to new geographies in Africa,
register their Electronic Bank Mandate to receive ASEAN, Latin America, in launching of its first EV scooter in
dividends directly into their bank account electronically January 2020 and in acquiring the iconic British brand Norton
or any other means, by sending scanned copy of the in April 2020 with the vision of regaining Norton brand its full
following details / documents by email to reach the glory in the international motorcycle landscape.
company's email ID or the email ID of STA.
He also has been instrumental in setting up and in the
a. a signed request letter mentioning your name, folio success of Emerald Haven Realty Ltd, TVS Credit Services
number, complete address and following details Limited - a non-deposit Non-Banking Finance Company.
relating to bank account in which the dividend is to He is also a non executive director in Sundaram-Clayton
be received:
Limited, the holding company.
i. Name and Branch of Bank and Bank Account
type; He has been a director of the Company since 1st February
2013. He is a member of Stakeholders' Relationship Committee
ii. Bank Account Number allotted by your bank after
and Risk Management Committee of the Company.
implementation of Core Banking Solutions;
iii. 11 digit IFSC Code; He is the son of Mr Venu Srinivasan, Chairman and Managing
Director and brother of Dr Lakshmi Venu, Director of the
iv. Self-attested scanned copy of cancelled cheque
Company.
bearing the name of the Member or first holder,
in case shares are held jointly; He does not hold any share in the Company.
v. Self-attested scanned copy of the PAN Card; and He has attended all the six Board Meetings held during the
vi. Self-attested scanned copy of any document year 2020-21.
(such as AADHAR Card, Driving Licence, Election
Identity Card, Passport) in support of the address Details of his other Directorships / Memberships of Committees
of the Member as registered with the Company. are given below:
b. For the Members holding shares in demat form, S. Name of the Company Position Committee membership
please update your Electronic Bank Mandate through No. held
your Depository Participant/s. 1. Sundaram - Clayton Limited Director –
11. In accordance with the provisions of Article 66 of the 2. TVS Credit Services Director Asset Liability Management
Articles of Association of the Company, Mr Sudarshan Limited Committee;
Venu and Mr K N Radhakrishnan will retire by rotation at IT Strategy Committee; and
AGM and being eligible, offer themselves for re-appointment; Credit Sanction Committee
and
3. TVS Housing Finance Director –
12. In terms of the Regulation 36(3) of the Listing Regulations, Private Limited
read with Secretarial Standards on General Meeting, brief
4. S. Venu Trustee Private Director –
profile of the Directors, who are proposed to be re-appointed/
Limited
appointed in this AGM, nature of their expertise in specific
functional areas, other Directorships and Committee
Memberships, their shareholding and relationship with other Profile of Mr K N Radhakrishnan
Directors of the Company are given below:
Mr K N Radhakrishnan, aged 58 years, (DIN 02599393),
began his career as Graduate Trainee in Sundaram-Clayton
Profile of Mr Sudarshan Venu Limited (SCL) (the Holding Company) in 1986 and has held
Mr Sudarshan Venu aged 32 years, (DIN 03601690), holds various positions in the Company from 1986 to 2000.
a Graduate Degree with Honors in the Jerome Fisher Program
in Management and Technology from the University of During his tenure, he implemented various initiatives in
Pennsylvania, USA. He holds B.S. in Mechanical Engineering manufacturing, product layout and cellular manufacturing
from the School of Engineering and Applied Sciences and B.S. systems. He was the head of Business Planning of SCL and
in Economics from the Wharton School. He has also completed also for other component divisions. During his tenure, he
M.Sc. in International Technology Management from the was instrumental in developing best practices in TQM and
Warwick Manufacturing Group attached to University of Warwick TPM which enabled SCL to bag the prestigious Deming
in U.K. award and Japan Quality medal.

With his active intervention, Company has already seen a During 2000, he was transferred to the Company and he
turnaround in its market share and has been the most implemented the same TQM and TPM practices in the
awarded Two - Wheeler Company. It is a testimony to Company which helped the Company to become world's
Sudarshan's focus, that the Company has been voted first two wheeler company to win world's most prestigious
No. 1 in Customer Satisfaction for four years in a row by recognition in Total Quality Management- the Deming Award
the prestigious J.D. Power Awards. 2002.
10
TVS MOTOR COMPANY LIMITED

Mr Radhakrishnan was promoted as Executive Vice the international gases, materials handling and engineering
President in 2004 and was made responsible for sales and company.
marketing, materials along-with business planning and was Sir Ralf was nominated as a Non-Executive Director and
elevated as President and CEO in 2008. He has been the Vice Chairman of the JLR Board following his retirement in
Director of the Company since 23rd October 2018. September 2020. The Royal Academy of Engineering invited
He is an M.Tech graduate from the Indian Institute of Sir Speth in 2014 to join its Fellowship. In 2018, Sir Ralf
Technology, Chennai and has also undergone a was awarded a Knight of the British Empire.
Management Education program at Indian Institute of He does not hold any share in the Company and is not
Management, Ahmedabad in the year 1989. related to any Director or Key Managerial Personnel of the
He is also the Executive Committee member of Society of Company. He has attended one Board Meeting on
Indian Automobile Manufacturers (SIAM). He is not related 24th March, 2021 held during the year 2020-21, in which
to any Director or Key Managerial Personnel of the Company. he was appointed as a Director of the Company.
He holds 3000 Equity Shares of Re.1/- each of the Company. He does not hold committee membership / chairmanship in
any company.
He has attended all the six Board Meetings held during the
year 2020-21. Details of his other Directorships are given below:

He is a member of the Risk Management Committee of the S.No. Name of the Company / Body Corporate Position held
Company.
1. Tata Sons Private Limited Director
Details of his other Directorships / Memberships/
Chairmanships of Committees are given below: 2. Jaguar Land Rover Automotive plc., UK Director

S. Name of the Company / Position Committee 3. Five AI, UK Director

No. Body Corporate held Membership / Chairmanship
4. Continuum, Cancer Research, UK Director
1. TVS Credit Services Director Nomination and
Limited Remuneration Committee* 5. FEV Group GmbH, Aachen Director
Audit Committee
Corporate Social 6. Hamberger Industriewerke GmbH, Rosenheim Director
Responsibility Committee
Risk Management Committee
IT Strategy Committee Profile of Mr Kuok Meng Xiong
2. TVS Motor Services Mr Kuok Meng Xiong, aged 40 years, (DIN 09117910), is the
Director – Founder & Managing Partner of K3 Ventures, a Singapore-
Limited
based venture capital investment firm. He started his career
3. TVS Lanka Private Limited,
Director – at group's Shangri La hotels, expanding it to Europe, West
Srilanka
Asia and Sri Lanka. In the last 8 years, he has invested in
4. PT TVS Motor Company
Director – and partnered with visionary founders of category-leading
Indonesia
companies that drive innovation in today's world.
(*) Indicates Committee in which he holds the position as Chairperson.
The K3 Ventures portfolio comprises 70 companies including
ByteDance, Grab, Palantir, Planet, Perfect Day, Aspiration,
Profile of Prof. Sir Ralf Dieter Speth Genki Forest, SpaceX, Airbnb and Next Gen Foods. MX
Prof. Sir Ralf Dieter Speth, aged 65 years, (DIN: 03318908) serves as a Director on the boards of ByteDance (Singapore),
holds a Doctorate of Engineering and is a Professor of the Next Gen Foods, SoCash, Logivan, and the Anglo-Chinese
University of Warwick. In early 2010, Prof. Sir Ralf D Speth Schools Foundation. He is also a Senior Advisor to TPG
became Chief Executive Officer of Jaguar Land Rover and Capital.
a member of the Tata Motors board later that year. In 2016 He does not hold any share in the Company and is not
he was appointed to the Supervisory Board of Tata Sons related to any Director or Key Managerial Personnel of the
Ltd. Sir Ralf started his professional career at BMW, where Company. He has attended one Board Meeting on
he stayed for 20 years before joining Ford Motor Company's 24th March, 2021 held during the year 2020-21, in which
Premier Automotive Group (PAG) and later Linde Group, he was appointed as a Director of the Company.

11
TVS MOTOR COMPANY LIMITED

He does not hold committee membership / chairmanship in any company.

Details of his other Directorships are given below:

S.No. Name of the Body Corporate Position held

1. Anglo-Chinese Schools Foundation, Singapore Director

2. ByteDance Pte Ltd, Singapore Director

3. Choong Lye Hock Pte Ltd, Singapore Director

4. Jacsui Sdn Bhd, Malaysia Director

5. K3 Venture Partners Pte Ltd, Singapore Director

6. K3 Ventures Pte Ltd, Singapore Director

7. KG Services Ltd, Singapore Director

8. Prime City Holdings Ltd, Hong Kong Director

9. PT Gunung Madu Plantations, Indonesia Director

10. Rosy Rainbow Investments Ltd, British Virgin Islands Director

11. Socash Pte Ltd, Singapore Director

12. Sunny View Property Pty Limited, Australia Director

13. Winsome Investments Pte Ltd, Fiji Director

12
TVS MOTOR COMPANY LIMITED

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

The following Explanatory statement sets out all material otherwise, in the resolution as set out in Item No.4 of this
facts relating to the special businesses mentioned in the Notice.
accompanying Notice dated 27th April 2021 and shall be The Board, therefore, recommends the ordinary resolution,
taken as forming part of the Notice. as set out in item No.4 of this Notice, for appointment of
Prof. Sir Ralf Dieter Speth, as a Director of the Company,
Item No.4 for approval of the Shareholders.
Prof. Sir Ralf Dieter Speth, Director (DIN: 03318908) was
appointed as an Additional Director and Non Executive Non Item No.5
Independent Director of the Company with effect from The Board, on recommendation of the NRC, considered the
24th March 2021. In terms of Section 161 of the Companies appointment of Mr Kuok Meng Xiong, (DIN 09117910) as
Act, 2013 (the Act, 2013), Prof. Sir Ralf Dieter Speth, Director a Non-Executive Independent Director of the Company
holds office upto the date of this AGM. (NE-ID), in terms of Sections 149 (read with Schedule IV
Nomination and Remuneration Committee (NRC) considered to the Act, 2013), 150, 152, 160, 161, 164 and other
Sir Ralf's passion for technology, deep knowledge and applicable provisions of the Act, 2013 and Companies
tremendous connect with the current global automotive (Appointment and Qualifications of Directors) Rules 2014
industry in terms of engineering, marketing and people, and and Regulation 17 of the Listing Regulations. In the opinion
his deep insights and guidance, academic knowledge and of the NRC and the Board, Mr Kuok Meng Xiong fulfils the
rich practical experience in automotive industry will be conditions specified under the Act, 2013 and the rules made
invaluable to the management team as the Company thereunder and the Listing Regulations, for the proposed
embraces the future of mobility. appointment as a NE-ID by the shareholders of the Company
and he is independent of the management of the Company.
Sir Ralf's academic knowledge and rich practical experience
NRC evaluated his skills, experience and knowledge in the
in automotive industry would be helpful in achieving the
fields of technology and Mr Meng Xiong's experience with
goals and future expansion of the business in diversified
digital technology and start up would be more helpful to
areas globally.
sourcing as well as for investments by the Company in
The Board also considered Sir Ralf's core skills / expertise / digital start-ups and he would bring a unique mix of strong
competencies and his exemplary experience in some of the corporate values and a clear vision of the future digital
highest echelons of the global automotive industry. He has world.
served as the Chief Executive Officer of Jaguar Land Rover NRC noted that integrity, qualification, expertise, experience
(JLR), and during his stint JLR developed strategies, designs, of Mr Meng Xiong would be sufficient / satisfactory to
styling, and products for making it one of the most respected recommend his appointment as a NE-ID on the board, as
automotive and luxury brands in the world. Sir Ralf is widely per the Nomination and Remuneration (NR) Policy of the
acclaimed for his tremendous leadership at JLR and for Company. He has also enrolled with the database for
transforming it into the global marquee it is today. He continues Independent Directors as specified under the Companies
to serve on the board of JLR as Vice Chairman. (Appointment and Qualifications of Directors) Rules, 2014.
He began his career in BMW and did his PhD at Warwick The Board considered that the proposed appointment of
Manufacturing Group, University of Warwick and later he Mr Kuok Meng Xiong as a Director on the Board considering
joined Ford Motor Company's Premier Automotive Group his diversified insights would be helpful to the Company's
(PAG) where he was responsible for product planning and diversification as he ceded several companies in the last
quality. Later, he moved to the chemical giant Linde where 10 years and will be of immense benefit to the Company.
he ran global operations. In terms of the provisions of Section 149 read with Schedule
Prof. Sir Ralf is one of the outstanding executives in the IV to the Act, 2013, the appointment of NE-ID will require
global automotive industry and an outstanding engineer approval of the shareholders of the Company. Hence, it is
and his co-option to the Board would be required for the proposed that Mr Kuok Meng Xiong who was appointed as
Company to achieve its global aspirations. an Additional Director and who holds office upto the date
of ensuing AGM, be appointed as a NE-ID of the Company
The Company has received a consent in writing from Prof. to hold office for a period of five consecutive years
Sir Ralf to act as a Director in Form DIR-2, intimating to the commencing from 24th March 2021 and not liable to retire
effect that he is not disqualified to be appointed as a director. by rotation during his tenure of appointment.
The Company has also received a Notice from a Member
The Company has received a consent in writing from
under Section 160 of the Act, 2013, proposing the candidature
Mr Kuok Meng Xiong to act as a Director in Form DIR-2,
of Prof. Sir Ralf Dieter Speth, Director for the office of
intimating to the effect that he is not disqualified to be
Director of the Company.
appointed as a director and a declaration in writing that he
Except Prof. Sir Ralf Dieter Speth, Director, none of the meets the criteria of independence as provided under Section
other Directors or Key Managerial Personnel of the Company 149(6) of the Act, 2013 and also under the Listing
or their relatives is concerned or interested, financially or Regulations.
13
TVS MOTOR COMPANY LIMITED

A copy of the draft letter of appointment setting out the terms 2021-22, subject to ratification by the Shareholders of the
and conditions of appointment of NE-ID will be available for Company.
inspection without any fee by the members at the Registered In terms of Section 148 (3) of the Act, 2013 read with the
Office of the Company, at Chaitanya, No. 12, Khader Nawaz Companies (Audit and Auditors) Rules 2014, the
Khan Road, Nungambakkam, Chennai 600 006, Tamil Nadu, remuneration payable to the Cost Auditor, as recommended
India, during office hours as stated above and shall also be by the Audit Committee and approved by the Board of
uploaded on the website of the Company at www.tvsmotor.com. Directors, is required to be ratified by the shareholders of
The Company has also received a notice from a member the Company, at the ensuing AGM of the Company.
under Section 160 of the Act, 2013, proposing the candidature
None of the Directors or Key Managerial Personnel of the
of Mr Kuok Meng Xiong for the office of Director of the Company.
Company or their relatives is concerned or interested
Except Mr Kuok Meng Xiong, Director, none of the other financially or otherwise, in the resolution as set out in Item
Directors or Key Managerial Personnel of the Company or No.6 of this Notice.
their relatives is concerned or interested, financially or
The Directors, therefore, recommend the ordinary resolution,
otherwise, in the resolution as set out in Item No.5 of this
as set out in Item No.6 of this Notice for ratification of
Notice.
remuneration payable to the Cost Auditor of the Company.
The Board, therefore, recommends the ordinary resolution,
as set out in item No. 5 of this Notice, for appointment of
By order of the Board of Directors
Mr Kuok Meng Xiong, as a Director of the Company, for
approval of the Shareholders.

Item No.6 Chennai K S SRINIVASAN

As recommended by the Audit Committee, the Board at its 27th April 2021 Company Secretary
meeting held on 27th April 2021, re-appointed Mr A N Raman,
Practising Cost Accountant, having Membership no. 5359, Registered Office:
as Cost Auditor of the Company, in terms of Section 148 of "Chaitanya"
the Act 2013, and fixed a sum of $ 6 lakhs (Rupees six lakhs No. 12, Khader Nawaz Khan Road,
only) as remuneration payable to him for the financial year Nungambakkam, Chennai - 600 006.

14
TVS MOTOR COMPANY LIMITED

DIRECTORS' REPORT TO THE SHAREHOLDERS

The Directors have pleasure in presenting the twenty ninth super squad edition, RTR 200 4V with riding modes, Jupiter
annual report and the audited accounts for the year ended ZX Disc intelliGo and TVS XL100 Win Edition. During the
31st March 2021. year 2020-21, Company's products bagged 10 awards, of
which Moped won 5 awards, Motorcycles won 3 awards and
1. COMPANY PERFORMANCE Scooter 2 awards.
The Company registered sales of 29.3 lakh units of two
The Company also ensured systematic, company-wide
wheelers in 2020-21.
initiatives to control costs, prioritize capex, improve
2020-21 tested the strength of the very fundamentals of productivity and above all improve health of cash flows
India, its institutions, administrative and healthcare system across the extended enterprise, unlocking significant potential
and even its social, moral and economic fibre. The choices for velocity and financial returns.
between lives and livelihood needed to be made every day,
Total income of the Company including other income was
by individual citizens, organizations, institutions and the
$ 16,783.51 Cr in the current year 2020-21 as against
entire administrative system. The nationwide 42 day
$ 16,455.44 Cr in the previous year. Profit before tax (PBT)
lockdown a key response, led to GDP contraction of 24%
was $ 826.24 Cr in the current year as against $ 754.41 Cr
in the first quarter. But with the easing of the active cases
in the previous year (after exceptional item of $ 32.33 Cr).
and the Government intervening with multiple initiatives,
Similarly, Profit after tax (PAT) was $ 612.04 Cr in the
recovery in Quarter 2 was ahead of estimates with a
current year as against $ 592.25 Cr in 2019-20.
7% GDP decline instead of the estimated 11% decline. The
Q3 & Q4 saw the GDP return to positive territory, posting The Company has always recognized its social responsibility
gains of 0.5% and 1.6%, bringing the full year to a 7.5% as an integral and critical part of its value system. The
decline. response to CoVID-19 needed to be widespread and
collective. The Company and its CSR arm, the Srinivasan
The domestic two wheeler industry declined by 13% in
Services Trust (SST) undertook the following initiatives:
2020-21 over 18% decline during 2019-20. The two wheeler
industry saw sharp changes in growth momentum over the • 10 lakh masks, 1.5 lakh gloves were handed to
quarters. Q1 2020-21 contracted due to the pandemic with Government agencies.
a 74% decline and when the markets opened up, registered • 12.5 lakh Food Packets were distributed.
0% growth in Q2, 13% in Q3 and 24% growth in Q4. • 30,000 man-hours of community service.
Compared to 2W industry decline of 13%, Company's • 4122 Villages covered with sanitization drives across
performance in domestic was at 10% decline in sales volume states.
of 2020-21. • Donated Disinfectant Mist Spray Cannon mounted truck
In the International Business, exports of two wheelers in to the Corporation of Chennai.
2020-21 were at 7.6 lakh units with a growth of 12% over • Contributed to PM CARES fund, CM Funds of Tamil
2019-20. Company exited the month of March 2021 with Nadu and Karnataka.
an all-time high of 1,05,282 two wheelers exports resulting
Towards the employees & their families:
in Q4 volume of 2,84,098 with a growth of 74%. Three-
wheeler exports during the year reached 1.15 lakh units • Crisis Management task force deployed to ensure
with a decline of 29% over 2019-20. business continuity plans.
• 2000+ employees were seamlessly migrated to work
Sales revenue of spare parts grew by 1% in domestic and from home with no loss of productivity.
41% in exports.
• TVSM Health Centre has been operating 24/7.
In course of the transition to BS VI compliant technology, • Employees & families provided sensitization about safe
TVS Motor was the first and only company to launch dual practices at home.
Fi platforms catering to consumer use cases - Eco Thrust
• Best Practice SOPs designed and deployed for
Fuel injection (ETFi) for enhanced fuel efficiency and Race
resumption of operations.
Tuned Fuel injection (RTFi) for enhanced throttle response.
Across the portfolio, consumer insights were converted to Towards the extended enterprise:
thoughtful improvements that went beyond BS VI, like ride • The supplier / dealer claim payment settlements were
modes for Apache or additional underseat storage for Jupiter. expedited.
This enhanced portfolio was also taken to consumers in a • Significant benefits in the form of interest waiver schemes
much loved corporate campaign "Hum Banaye Jo Aapka were introduced.
Dil Chahe !", this focused on TVS DNA of customer centric
• Training for Suppliers, Indian and International dealers
innovation.
and almost 25,000 of their staff on best practices and
Continuing with customer centric innovation beyond the BS SOPs in order to prepare for the opening of dealerships
VI transitions, saw new launches like TVS NTORQ 125 post lockdown.
15
TVS MOTOR COMPANY LIMITED

Towards consumers: 3. DIVIDEND

• Service Workshops and Road Side Assistance (RSA) The Board of Directors of the Company (the Board) at their
programs were kept operational. meeting held on 28th January 2021, declared a first interim
• Over 100 service camps conducted for frontline law & dividend of $ 2.10 per share (210%) for the year 2020-21
order and healthcare professionals. absorbing a sum of $ 99.77 Cr. The same was paid on
• Ongoing communication on how to take care of the 12th February 2021.
2-wheeler through the lockdown(s). The Board at its meeting held on 24th March 2021 declared
• 100% ongoing adherence to strict Sanitization Protocol a second interim dividend of $ 1.40 per share (140%) for the
for all dealership facilities. year 2020-21 absorbing a sum of $ 66.51 Cr. The same was
paid on 9th April 2021.
2. FINANCIAL HIGHLIGHTS Thus, the total amount of both dividends for the year ended
31st March 2021 aggregated to $ 3.50 per share (350%)
Year ended Year ended on 47,50,87,114 equity shares of $1/- each absorbing
Details
31-03-2021 31-03-2020 $ 166.28 Cr. From 1st April 2020, the dividend income earned
SALES by the shareholders will be taxable in their hands at the rates
applicable to them.
Quantitative (Numbers in lakhs)
The Board does not recommend any further dividend for the
Motorcycles 13.42 13.63 year under consideration. The dividend pay-out is in accordance
Mopeds 6.26 6.51 with the Company's Dividend Distribution Policy..
Scooters 9.61 10.75 The Board is not considering any transfer of amount to General
Three Wheelers 1.24 1.74 Reserves for the year under review, as it is not mandatorily
required.
Total vehicles sold 30.53 32.63
4. MANAGEMENT DISCUSSION AND ANALYSIS
Financials (Rupees in Crores) REPORT
Revenue from operations 16750.54 16423.34
INDUSTRY STRUCTURE AND DEVELOPMENTS
Other Income 32.97 32.10
Two-wheeler
Profit / loss before Depreciation,
The domestic two wheeler industry recorded a sale of
Finance Costs, Exceptional
15.1 Mn units in 2020-21, a decline of 13% from 17.4 Mn units
items and Tax Expense 1461.52 1377.96 of 2019-20. It witnessed a decline of 74% in Q1. However,
Less: for the rest of the year, the industry revived and grew by 11%
Depreciation / Amortization / compared to same period previous year. This growth was
Impairment 493.68 489.03 primarily led by a resilient rural economy which was less
affected due to the pandemic, supported by good monsoon
Profit /loss before Finance Costs,
and agriculture growth.
Exceptional items and
Tax Expense 967.84 888.93 The scooter industry declined by 20%, with 4.5 Mn units sold
in 2020-21 over 5.6 Mn units in 2019-20. The category share
Less: Finance Costs 141.60 102.19
declined to 29.7% in 2020-21 from 32% in 2019-20. This was
Profit /loss before Exceptional primarily led by higher spread of CoVID-19 cases in urban
items and Tax Expense 826.24 786.74 areas, stringent lockdown norms and implementation of work
Less: Exceptional items – 32.33 from home.
Profit /loss before Tax Expense 826.24 754.41 The motorcycle industry declined by 11% over last year. The
Less: category share of motorcycle grew by 1.9% to 66.3% in 2020-
Tax Expense (Current & Deferred) 214.20 162.16 21. The premium motorcycle sales declined by 14% from 1.61
Mn units in 2019-20 to 1.39 Mn units in 2020-21 maintaining
Profit /loss for the year 612.04 592.25
category share at 9.2%. The commuter motorcycle category
Comprehensive Income / (loss) 107.09 (118.23) share grew 1.5% to 51.5% while volumes declined by 11%
Total 719.13 474.02 to 7.8 Mn units in 2020-21 from 8.7 Mn units in 2019-20.
Less: Dividend on In international market, two wheeler industry declined by 7%
Equity Shares 166.28 166.28 in 2020-21 over 2019-20. Industry was adversely impacted by
the CoVID-19 related lockdowns of the demand markets and
Less: Dividend Distribution Tax – 33.75
also by supply side factors which impaired the speed to restore
Balance carried forward 552.85 273.99 export supplies due to CoVID-19 during Q1. However stable

16
TVS MOTOR COMPANY LIMITED

price of crude oil, steady rates and availability of forex and New Product Launches and Initiatives
continued growth in Africa propelled the growth of exports in During the year 2020-21, the following new products and
the remaining quarters of 2020-21. variants were launched.

Three-wheeler TVS Jupiter:

Overall three wheeler small passenger industry (3 plus TVS Jupiter, reached 4 Mn+
1 segment) declined by 41% in 2020-21 (from 7.46 lakh happy customers during
units in 2019-20 to 4.42 lakh units in 2020-21). Domestic FY'20-21.
industry declined by 77% and exports market declined by To continue the journey of
22% in 2020-21 over last year. providing "Zyada ka Fayda" ZX
Disc intelliGO and a sheet
BUSINESS OUTLOOK AND OVERVIEW metal wheel variant was
Directors are optimistic about the future but are concerned introduced in this period.
about the evolving CoVID-19 scenario across the country TVS Jupiter ZX Disc intelliGO was launched in February
and it's effects on consumer demand. 2021, making it the first 110cc scooter to have Stop-go
The second wave of rising cases could adversely impact technology (idle stop / start). TVS Jupiter ZX Disc intelliGO
customer sentiment, however a more measured approach, further enhances the Zyada philosophy by reinstating Zyada
by regulators, adopting more targeted, localized responses Convenience, Zyada Mileage and also enhancing
and increased vaccination should see minimized disruption technologically advanced imagery. The non alloy wheel
and a swift recovery in the economy. Post normalization, variant was launched in October 2020, catering to more
it is also expected that travel and tourism will bounce back price sensitive customers who are looking for affordability
in 2021-22 as most of the surveys indicate customers and utility led features and has received positive response
willingness to travel once normalcy returns. This is likely to across markets.
result in a 10-11% growth in service sector. To sustain the strong brand association and to establish
Jupiter offers better features and higher value than others
On the rural front, 2021-22 is likely to witness a normal
in the segment campaign named, 'Har Scooter se Zyada'
monsoon and hence agriculture is expected to grow by
was aired with high frequency during festive season and
3.5%-4%. Since much of the sale of two wheelers are in
was again promoted in Q4 for sustained mind share.
semi urban and rural areas, two wheeler industry could see
some benefit from this. TVS Apache:
Despite the rising second wave of active cases, the Company TVS Apache Series has been
remains confident that adverse impact would be lower and a pioneer in race performance
bounce back swifter. This outlook of cautious optimism is and introduced many industry
built upon, on one hand, the Company's own supply chain firsts and best-in-class
preparedness and on the other, a belief that the administrative offering. As a brand, keeping
responses would be far more measured, targeted and in view of the evolving
widespread vaccination drive to "Break the Chain". customer needs, it has proudly
upheld the tradition this year
Social Distancing and Work From Home practices will as well. The Apache series achieved global sales milestone
continue. These new long-term practices of social distancing of 4 Million in the month of October 2020.
could see consumer preferences change towards personal
mobility leading to new demand in the Two wheeler industry. The customer experience is further enhanced by the
The Company is cognizant of this opportunity, and well poised presence of exquisite brand experience program with Apache
to leverage this opportunity with its superior product offerings Owners Group (AOG), APP (Apache Pro Performance),
across the widest range of personal mobility needs. Apache Riding Experience (ARE), TVS Racing Training
School, Women's Training and Selection and One Make
Export of two wheelers is likely to see a growth during the
Championship, which continue to develop aspiration. The
year fueled by consumption growth and stable economic &
brand witnessed it's never seen before increase in customer
political situation in all operating geographies. Stable crude experience program with 172 activities in just 4 active months.
oil prices will have a positive impact on export market growth
Leading the 200cc sports segment with its technological
in oil dependent economies of Africa and LATAM.
prowess, the TVS Apache RTR 200 4V was introduced with
Strategic partnership with BMW Motorrad ride modes. This is not just an industry first but also a
The Company has a strategic partnership with BMW technology usually seen in 650cc and above motorcycles.
Motorrad to develop and manufacture sub-500cc bikes both The three ride modes are "Sport, Urban and Rain", with
for domestic and global markets. The Company has produced varying acceleration and ABS response; all from the same
83,592 units of BMW 310cc motorcycle till date. engine. Another development this year was upgrade of

17
TVS MOTOR COMPANY LIMITED

Apache RTR 160 4V with 17.63 PS of power, making it the Electric Vehicles, the TVS iQUBE is a strong contender in
most powerful 160cc motorcycle. this space in the times to come.
Leading the two wheeler industry with another big
TVS NTORQ:
breakthrough, was the launch of first ever Augmented Reality
experience by a two wheeler OEM- TVS ARIVE. This app TVS NTORQ was launched in
allows customers to view the TVS Apache series motorcycles February 2018 and it was
right before their eyes, from the place of their choice. Adding Company's first 125cc product
to that it offers detailed information about the machine with in the Scooter segment.
the options of booking a test ride and placing an order, Designed for Gen-Z, TVS
instantly. NTORQ provides a
revolutionary riding experience
TVS XL100 HD i-TouchStart: with cutting edge technology,
TVS XL100 HD i-TouchStart style and performance.
crossed a new milestone of Keeping the core customers in mind, this product has been
4 million customers since its provided with many technologically superior features like
launch in 2015. The year 2020 Bluetooth connectivity- the first ever scooter to have this
was the 40th anniversary year feature.
of TVS mopeds and a special TVS NTORQ became one of the fastest growing scooters
edition variant - "Win Edition" crossing 1 lakh sales within 6 months of launch. The product
was launched to mark this continues to delight customers and has garnered several
celebration. accolades since its inception.
Win edition was launched with many appealing style features In October 2019, TVS NTORQ Race Edition was introduced
including a new color 'Delight Blue', chrome finish mirrors, in the market and it found exceptional resonance with
metal shield for the platform, diamond pattern seats and chrome customers. It is currently the only scooter with a Race
style elements. HeavyDuty series has been the most popular Tuned Fuel Injection system with Best-in-class Performance
one among XL customers and the new edition would add more in its category.
interesting style option for them to choose from. This variant
In FY 2020-21, TVS NTORQ introduced a special variant
comes with useful features like easy on-off combo switch and
in the portfolio - Super Squad Edition, in association with
USB mobile charging. Also, the Company has introduced entry
Marvel Studios, inspired from the epic characters of the
level variants with kick start to provide affordable option to the
Marvel Avenger's series - a first of its kind association in
customers with BS VI technology benefits.
the two wheeler industry in India. This resulted in significant
TVS iQUBE: growth of the brand (13% growth from July-March over LY)
and the variant currently contributes to 30% of the overall
Launched in January 2020,
portfolio in just 6 months of launch.
TVS iQUBE marked the foray
of Company into the Electric Domestic Sales
Vehicle segment. The TVS The Company achieved sales of 21.6 lakh units of two wheelers
iQUBE is a smart mobility in the domestic market compared to sales of 24.1 lakhs in
solution that promises to 2019-20. The Company outperformed the broader Industry
deliver a convenient, which declined by 13%.
personalized, connected and
future mobility experience. It In domestic motorcycles, Company achieved sales of 6.3 lakh
comes equipped with units and registered a decline of 17% over 2019-20. The TVS
SmartXonnect, advanced features like Geo-fencing, Ride Apache, grew better than the Premium motorcycle industry
Statistics, Telematics, Remote charge assist and Navigation with sale of 3.3 lakh units, posting a decline of only 11% while
assist along with 117 connected features. With a top speed the Premium Motorcycle industry declined by 14% in
of 78 kmph, a range of 75 Km in a single charge and 2020-21 against 2019-20.
features like Q-Park assist, the TVS iQUBE redefines style, In domestic scooters, Company achieved sales of 9.2 lakh
comfort and riding experience. A dedicated public charging units and registered a decline of 10% over 2019-20. However,
ecosystem spanning across 10 dealerships in Bengaluru Scooters volume growth was higher than Industry supported
further enhances customer ease and experience. by product interventions in Jupiter and launch of Super Squad
With TVS iQUBE, the Company also leveraged digital edition in TVS NTORQ.
channels for vehicles booking and sales. A digitally enabled
purchase process allows seamless home charging unit Exports sales - two-wheeler and three-wheeler
installations providing a truly hassle-free experience to the The Company's two wheeler exports in 2020-21 were
customers. The product has seen extremely encouraging 7.64 lakh units and witnessed an improvement with a growth
response from the customers. With the increased focus on of 12% over 2019-20.
18
TVS MOTOR COMPANY LIMITED

Three wheeler exports during the year reached 1.15 lakh appropriate steps to minimize the impact of such risks
units and recorded a decline of 29% over 2019-20. based on learnings from last year.

Opportunities 3. Semi-conductor availability: The increase in demand for

consumer goods and unexpected growth in auto sector
The CoVID-19 pandemic is causing paradigm shifts in
had led to supply shortfall of semi-conductors and the
consumer behavior affecting many industries including the
lead time for these goods have increased from 3 months
automobile Industry. Social distancing norms followed across
to 18 months. These semi-conductors form a critical
the globe due to CoVID-19, could become the new normal.
component in two wheelers too. The shortfall of semi-
People may move away from use of shared / public transport
conductors is likely to continue and pose as a risk in
solutions. This changed preference would lead to enhanced
meeting the production demand.
need for a personal mobility solution. This could emerge as
an area of opportunity for two wheelers. International Business:
The move towards alternative-energy based mobility 1. Container availability - Due to continued high traffic
solutions is needed and has been receiving considerable container movement from China to North America and
policy support. In light of the revised priorities post Europe post CoVID-19 outbreak, there has been
CoVID-19, the speed and extent of the policy support may shortages of containers at Indian ports. This clubbed
alter, modifying the rate of change. with increased exports from India is posing further
The Company will be closely studying such factors and is shortage of space availability or availability at higher
well poised to leverage this space through appropriate costs. This situation is expected to continue and result
offerings across its wide stable of technology, products and in delayed supplies to global customers.
business solutions. The EV portfolio of the Company today 2. Some of the Company's target markets/countries might
has TVS iQUBE which had been very well received in witness a rapid spread of CoVID-19 second wave thereby
Bengaluru. The TVS iQUBE was then launched in New lowering economic activity. A sustained drop in
Delhi as well, basis the strong pre-launch online interest commodity prices and exports could reduce foreign
evinced by the customers from New Delhi. Across its 2 exchange income in some of the export countries. The
cities there is a 8-week order-book and the Company is effect of second wave is already seen in LATAM,
looking to service the same expeditiously. Through the Bangladesh and Tanzania which are important export
year, The TVS iQUBE footprint will expand to 20 more destinations. The Company has looked at options to
Indian cities. The portfolio also is set to expand to newer minimize the impact by leveraging opportunity in less
formats including a 3W version. affected countries and by launching new products and
leveraging financing solutions for customers.
RISKS AND CONCERNS 3. Country specific Socio economic political factors. The
Domestic Business: Company keenly tracks progress of country specific
The Government has already started the vaccination drive factors which could impact its ability to service its
and has covered some of the vulnerable sections, frontline consumers like:
responders, senior citizens and individuals with a. Ban of two wheeler imports in Srilanka - Sri Lankan
co-morbidities. The stated intent is to inoculate 30% of the Government banned import of all motor vehicles
population by September. However, a widespread second (except special category of vehicles) since March
wave could result and contribute to delay of this plan. While, 2020. This import ban is put in place to preserve the
it is expected that the response to the second wave will be foreign currency reserve.
very measured, targeted and localized, there will be economic b. Political turmoil in Myanmar: Exports from India and
implications / impact of the counter measures. This could PT TVS, Indonesia to Myanmar is affected due to
include: the current political situation there. This is expected
1. Impact from the demand side: Consumption may take to affect the exports.
a hit. The uncertainty of the date and speed of resolution,
might further weaken the overall consumer sentiment RISK MANAGEMENT POLICY
and affect demand. The severity of impact is likely to Company's risk management framework is well embedded
be higher, at the lower to mid income level, who form and continually reviewed by the Risk Management
bulk of the commuter 2W consumers. Committee. It enables the Board, to identify, evaluate and
2. Impact from the supply side: Labour reverse migration monitor principal risks and where possible, actively mitigate
leading to non-availability of manpower at tier-2 and the risks that could affect the achievement of the Company's
tier-3 suppliers affecting the supply of parts and daily target.
operations. The transit per se of goods should not be As a process, risks associated with the business are identified
impacted, but some localized hubs may see lockdowns and prioritized based on the Company's overall risk appetite,
impacting productivity. The Company has taken strategy, severity and probability of occurrence.

19
TVS MOTOR COMPANY LIMITED

The Board is satisfied that there are adequate systems and and increasing digitalization of internal processes to eliminate
procedures in place to identify, assess, monitor and manage cost and enhance speed.
risks. The Company's Risk Management Committee is
overseeing all the risks that the organization faces such as Research and Development
strategic, financial, market, IT, legal, regulatory, reputational The year 2020-21 witnessed launch of products with many
and other risks and recommends suitable action. Risk segment firsts from the Company. TVS Apache 200 4V was
mitigation policy has been approved by the board. launched with Ride Modes with technical breakthrough in
offering functionality with Mechanical Throttle Body. The
OPERATIONS REVIEW engine ride modes, ABS modes and adjustable suspension,
Total Quality Management (TQM) adjustable control levers stand as good examples of R&D's
Total Quality Management (TQM) remained key focus in the pursuit of innovations that enhance customer experience
organization during the pandemic to mitigate the business with the products of the Company. The complete product
risks during uncertain industry environment in the first half range for both domestic and international markets has
of the year and to drive the organization towards growth received upgrades and refreshes, with proliferation of the
path in the second half. TVS SmartXonnect technology offering connected
experience on many more offerings.
In Daily Work Management (DWM), emphasized culture of
speed and rigor in execution during the pandemic through The R&D team continues their efforts in developing
'new normal' way of working with Daily management by cutting-edge technologies that are relevant for the near and
senior leadership team on revenue achievement, working long-term requirements of the Company's business plans.
capital management and CoVID-19 risk mitigation. These developments are centered on customers, emerging
Taskforce-based approach in specific geography / products mobility needs, providing advanced safety systems and
helped in retaining market share during the year inspite of sustainability. The Company continues to leverage global
challenges in the market. Strengthened Cross functional talent through several co-operations with Indian and global
management, 5S and permeation of 'Focus on process for expert organizations.
results' in front-end towards dealer transformation. The Research is intensified in chosen fields of science and
Company's plant in Himachal Pradesh received 'Award for engineering in order to be future ready.
Excellence in Consistent TPM Commitment.' TVS Racing, an arm of the Research and Development
Total Employee Involvement culture was significantly department, had a very successful season 2020. India's
permeated towards profitability of the organization by oldest factory racing team, has seen consistent investment
promoting 'Profit Improvement Plan'. Both workmen, towards significant engineering advancement of motorcycles
Executives & Managers significantly focused on implementing and scooters, used for racing. The technology and
cost reduction towards operational improvements and waste engineering advancements implemented in the Racing
elimination to support and enable lower spending during the products are developed through research projects by the
year. Theme of 'waste elimination' in areas of inventory internal R&D team, leading to a swift transfer of such
management and asset management helped the Company advancements to the mass production products. The TVS
to improve its working capital management. Racing team garnered 100% podium finish in the 24 races
participated and won 10 out of 10 championships.
Cost Management
The Company continues to focus on all the elements and Information Technology
drivers of cost. Raw materials, components and conversion The Company continues to implement several projects to
cost constitute major element of material cost. The Company improve its efficiency, transparency and process control
pursued process innovation, value engineering, alternate across supply chain from supplier, plant, dealer and ultimately
sourcing and import substitution / localization to reduce consumer. Major focus areas are improvements at factory,
material costs. During the year, focused working capital retail management and improving customer experience at
management and improved operating performance helped dealerships. Various initiatives on industry 4.0 are being
the Company to generate significant free cash flow. These adopted for improving quality, productivity, traceability and
proceeds are being used to reduce the debt. Rigorous focus waste elimination.
on lean trade stock with the dealers also enhanced the This year saw the organisation contend with a rapid
financial health of the channel partners by reducing non- transformation of working conditions, to facilitate and
value adding costs and improving speed and freshness accommodate a greater proportion of WFH (Work From
across the entire supply chain. Waste elimination, productivity Home). The Company was able to ensure data and information
improvements and process improvements through multiple security while minimizing loss of productivity by rapidly evolving
means including small scale automation will continue across policies and deploying tools like VPN networks, MS TEAMS,
the supply chain during 2021-22. that facilitated collaboration and ensure employee productivity.
In the area of fixed cost, similar systematic approach of While production will still need people at the plants, in all
deployment of cost reduction is being done, with significant other areas, the Company has evolved to be able to adapt
20
TVS MOTOR COMPANY LIMITED

and deal with any future situation which needs an evolving and adequate internal control system to ensure that all its
responsive blend of work practices blending WFH, Work assets are safeguarded and protected against any loss and
From Anywhere (WFA) with the traditional office model. that all the transactions are properly authorized and recorded.
In 2020-21, the Company launched TVS A.R.I.V.E, aimed The internal control system is subject to continuous
at transforming customer experience of virtual exploration of improvement, with system effectiveness assessed regularly.
two wheelers, through an innovative mobile application. The Information provided to management is reliable and timely.
Augmented Reality Interactive Vehicle Experience (A.R.I.V.E) Company ensures the reliability of financial reporting and
app allows an in-depth product exploration and purchase compliance with laws and regulations.
experience using AR technology, from the convenience of Company is strengthening the controls by leveraging
the homes. This first in its segment app will offer a superior, technology and centralizing processes, enhancing monitoring
holistic and engaging experience for its customers. and maintaining effective tax and treasury strategies.
As part of continuous improvement and technology The Audit Committee continues to monitor the effectiveness
benchmarking, the Company's IT systems were audited by of internal control over the use of new technologies that
external experts and recommendations were implemented. impact the Financial controls and reporting enterprise risk.
The Company has enhanced information security by adopting
The Company has an established Internal Financial Control
new cyber security tools. The Company has engaged one
framework including internal controls over financial reporting,
of the major consulting firms to do benchmark study on
operating controls and anti-fraud framework. The framework
cyber security framework and implemented controls based
is reviewed regularly by the management and tested by an
on recommendations. The Company has enhanced security
Independent audit firm as well as internal audit team and
by implementing multi-layered firewalls and deployed security
presented to the Audit Committee. Based on the periodical
control centres. The Company has formed a cyber-security
testing, the framework is strengthened, from time to time, to
governance council consisting of senior management and
ensure adequacy and effectiveness of Internal Financial
industry experts for improving its cyber security.
Controls.
The Company is ISO 27001:2013 certified for all
manufacturing units and sales offices. Business continuity KEY FINANCIAL RATIOS
plan for major business and design applications has been As required under Regulation 34 of the Listing Regulations,
implemented and tested. The Company is certified for ISO there was a significant change in Debtors turnover ratio and
22301 for business continuity. The Company has been Debt equity ratio. Details of changes are:
certified for CMM level 3 for its software development Standalone Consolidated
process. Ratios UOM
2020-21 2019-20 2020-21 2019-20
In 2020-21, the Company established a data management Debtors Turnover Ratio Times 15.57 12.19 13.96 11.35
and governance office and has begun a systematic program Debt Equity Ratio Times 0.06 0.44 2.46 2.85
to drive discipline in how data is managed and governed Return on Net worth % 15.72 17.01 16.72 19.36
in the 21st century. In addition, a study to understand potential
implications of the impending personal data protection bill The ratios in the current year have improved compared to
has been conducted, to ensure seamless compliance and the previous year, primarily reflecting better operational
necessary actions have been identified to be undertaken in performance and reduction in borrowing.
FY 2021-22. During the year, the Company expanded the Return on Networth was adversely affected mainly due to
use of data engineering, reports with live data and Machine impact of CoVID-19 during the first quarter of the financial
learning (ML) based decisions across its products and year.
business functions. In customer & commercial processes,
data engineering and power BI based visualizations have NON-CONVERTIBLE DEBENTURES
been built to provide real-time insights and actionable The Company had issued and allotted 5,000 unsecured,
recommendations. Real-time dashboards have been created redeemable, non-convertible debentures (NCD) of face
for connected vehicles and operations. Additionally, ML value of $ 10 Lakhs each on 15th May 2020 aggregating
engines and computer vision frameworks pilots are deployed to $ 500 Crores at 7.5% p.a. and redeemable at the end
at multiple points of the organisation to expedite the digital of 3rd year. The NCDs were listed with National Stock
transformation of internal processes. Exchange of India Limited (NSE) on 19th May 2020.
Environment, Occupational Health & Safety:
INTERNAL CONTROL AND THEIR ADEQUACY Company's manufacturing facilities have been certified under
The Board is accountable for evaluating and approving the Integrated Management System (IMS). ISO 14001
effectiveness of the internal controls, including financial, (Environment Management System) and ISO 45001
operational and compliance controls. Company has a proper (Occupational Health & Safety Management System) standards

21
TVS MOTOR COMPANY LIMITED

and, are integrated into a common system making it leaner TVS Institute of Quality & Leadership (IQL) was certified as
and more efficient. a Corporate University in 2018, by Global Council of
Company has reduced 21% specific water consumption with Corporate Universities. This institute set on 75 acres campus
respect to previous year. Company's approach was "Demand near Attibele, Karnataka, focuses on cultural capabilities,
side Water management" which best utilizes the available collective capabilities, supporting strategy delivery and
water. The water management framework has - water resource enhancing sustainability.
management, water distribution & supply management, Towards collective capability and supporting strategy, IQL
management of water by end-users and finally waste water adapted the concept of Community of Practice (CoP) in the
management. least 4 years. During 2020-21, three CoPs were launched
The renewable power contributes to 84% in overall share of for Operations Research (OR), Reliability Engineering and
power. Out of which 76% of energy utilized from Wind power TRIZ (Inventive problem methodology). These CoPs
and 8% of energy trapped from Solar. These initiatives of contributed significantly for tangible and intangible business
renewable energy resulted in CO2 emissions reduction of impact. Skills training center in IQL supported the ramping-
58,812 tons during 2020-21. up of production volumes by training the freshers for the
In process design, efforts have been taken to minimize the Company's plants and also for suppliers. Skills training
generation of waste by introduction of cleaner technologies. center trained 2584 person in the areas of assembly,
fabrication, painting, CKD for IB.
With continuous safety improvements, average Plant Safety
Rating System score has improved. Proactive hazard control With the constrains of pandemic, IQL organized virtual
measures have been implemented, which resulted in reduction Learning Convention 2021 with Learning Conference and
of first aid injuries. Towards sensitizing employees on safety, Learning Showcase. The conference was organized with 4
around 58,000 hours of safety training was provided covering themes of panel discussion namely Social Learning to drive
employees of all categories. Business excellence, Competency to drive Retail excellence,
During lockdown due to pandemic, the Company's CoPs for Breakthrough Management and Accelerating Digital
Occupational Health Centre (OHC) provided 24x7 support to Transformation, with powerful key note addresses and case
employees and their families. Counselling was done to patients studies. Dr. David Greenhood, Director of Industrial
and family members through online and tele-consultation. Engagement, The University of Warwick, addressed the
The medical team assisted employees and their families for Learning Convention on the theme of "Getting Future Ready"
hospitalisation across India and for home care. This virtual event was attended by over 1,200 Managers
and Executives.
Post lockdown, all employees were screened while onboarding
to duty. Homeopathy medicines, immunity boosting medicines The Company continues to maintain its record of good
were distributed to all employees. Towards creating awareness industrial relations without any interruption in work. As on 31st
about CoVID-19, online sessions were conducted with experts. March 2021, the Company had 5,035 employees on its rolls.
Also, an on-going campaign to drive CoVID-19 appropriate
behaviour by all employees is being conducted, via awareness CAUTIONARY STATEMENT
videos, newsletters, intranet and posters. Statements in the Management Discussion and Analysis
The Company has announced that it would cover the cost Report describing the Company's objectives, projections,
of vaccination for all employees and their families. 45 year estimates and expectations may be "forward looking
plus employees have been reached out to with special camps statements" within the meaning of applicable securities laws
in sync with local health authorities. This is not only an and regulations. Actual results could differ materially from
individual health practice but as a duty, as a member of the those expressed or implied. Important factors that could
community, to build collective immunity and help "BREAK make a difference to the Company's operations include,
THE CHAIN". amongst others, Economic Conditions affecting demand/
supply and Price Conditions in the Domestic and Overseas
HUMAN RESOURCE DEVELOPMENT (HRD) Market in which the Company operates, changes in the
Constituents of Human Resources Development framework Government Regulations, Tax Laws and Other Statutes and
followed at the Company include Workforce planning, Incidental Factors.
Employee engagement, Performance & rewards, Learning
and Development, Career & Succession planning and
5. DIRECTORS' RESPONSIBILITY STATEMENT
Organization Development. Towards sustenance and
delivering improved results, these constituents have a In accordance with the provisions of Section 134(5) of the
structured approach, policies and standard operating Companies Act, 2013 (the Act, 2013) with respect to Directors'
procedures which are reviewed and updated periodically. Responsibility Statement, it is hereby stated-
Current and future Skill-based competency development i. that in the preparation of annual accounts for the financial
are planned and executed through both in-house programs year ended 31st March 2021, the applicable Accounting
and globally acclaimed programs, continuing education, Standards had been followed along with proper
challenging project assignments and job rotations. explanation relating to material departures;
22
TVS MOTOR COMPANY LIMITED

ii. that the Directors had selected such accounting policies conservation actively in 3000 villages. SST will focus on
and applied them consistently and made judgments and 2000 more villages also, so that all these areas are covered
estimates that were reasonable and prudent so as to in the next 3 years.
give a true and fair view of the state of affairs of the It may also be noted that the CSR Committee has approved
Company at the end of the financial year and of the profit the projects or programmes to be undertaken by the SST
of the Company for the year under review; for the year 2021-22, preferably in local areas including
iii. that the Directors had taken proper and sufficient care manner of execution, modalities of utilisation of funds and
for the maintenance of adequate accounting records in implementation schedules and also monitoring and reporting
accordance with the provisions of the Act, 2013 for mechanism for the projects or programmes, as required
safeguarding the assets of the Company and for under the Companies Amendment Act, 2020.
preventing and detecting fraud and other irregularities; The Company has also ensured that none of the projects
iv. that the Directors had prepared the annual accounts for undertaken through SST requires impact assessment, as
the financial year ended 31st March 2021 on a "going these projects are within the threshold limit of $ 1 Cr.
concern basis"; As required under Section 135 of the Act, 2013 read with
v. that the Directors, had laid down internal financial controls Rule 8 of the Companies (Corporate Social Responsibility
to be followed by the Company and that such internal Policy) Rules, 2014, the annual Report on CSR, containing
financial controls are adequate and are operating the particulars of the projects / programmes approved and
effectively; and recommended by CSR Committee and approved by the
Board for the financial year 2020-21 are given by way of
vi. that the Directors had devised proper systems to ensure
Annexure IV attached to this Report.
compliance with the provisions of all applicable laws and
that such systems were adequate and operating
effectively. 7. FINANCIAL PERFORMANCE OF SUBSIDIARIES &
ASSOCIATES
6. CORPORATE SOCIAL RESPONSIBILITY (CSR) The following companies and bodies corporate are the
CSR activities have already been textured into the subsidiaries / associates of the Company:
Company's value system through Srinivasan Services Trust
(SST), established in 1996 with the vision of building self- Subsidiaries
reliant rural community. 1. Sundaram Auto Components Limited, Chennai
Over 25 years of service, SST has played a pivotal role in 2. TVS Housing Limited, Chennai
changing lives of people in rural India by creating self-reliant 3. TVS Motor Services Limited, Chennai
communities that are models of sustainable development.
4. TVS Credit Services Limited, Chennai
The Company is eligible to spend on their projects/
programmes, falling within the CSR activities specified under 5. TVS Two wheeler Mall Private Limited, Chennai
the Act, 2013, as mandated by the Ministry of Corporate 6. TVS Micro Finance Private Limited, Chennai
Affairs for carrying out the CSR activities. 7. Harita ARC Private Limited, Chennai
The Committee formulated and recommended a CSR Policy
8. Harita Collection Services Private Limited, Chennai
in terms of Section 135 of the Act, 2013 along with a list
of projects / programmes to be undertaken for CSR spending 9. TVS Commodity Financial Solutions Private Limited,
in accordance with the Companies (Corporate Social Chennai
Responsibility Policy) Rules, 2014. 10. TVS Housing Finance Private Limited, Chennai
Based on the recommendation of the CSR Committee, the 11. Intellicar Telematics Private Limited, Bengaluru
Board has approved the projects / programmes carried out
12. TVS Motor Company (Europe) B.V., Amsterdam
as CSR activities by Srinivasan Services Trust for an amount
of $ 18.38 Cr for undertaking similar programmes / projects, 13. TVS Motor (Singapore) Pte. Limited, Singapore
constituting more than 2% of the average net profits of the 14. The Norton Motorcycle Co Limited, UK
Company, made during the three immediately preceding
15. PT TVS Motor Company Indonesia, Jakarta
financial years, towards CSR spending for the financial year
2020-21. 16. Sundaram Holding USA Inc, Delaware, USA
Presently, SST is working in thousands of villages spread 17. Green Hills Land Holding LLC, South Carolina, USA
across Tamil Nadu, Karnataka, Maharashtra, Himachal 18. Components Equipment Leasing LLC, South Carolina,
Pradesh and Andhra Pradesh covering a population of USA
about 24.50 lakhs and 6.24 lakh families. SST has focussed
on the areas of economic development, health care, 19. Sundaram - Clayton (USA) LLC, South Carolina, USA
education, environment, social, infrastructure and water 20. Premier Land Holding LLC, South Carolina, USA
23
TVS MOTOR COMPANY LIMITED

Associates 3. Harita ARC Private Limited

- Emerald Haven Realty Limited, Chennai and its 4. Harita Collection Services Private Limited
subsidiaries 5. TVS Commodity Financial Solutions Private Limited
- Ultraviolette Automotive Private Limited, Bengaluru 6. TVS Housing Finance Private Limited
- Tagbox Solutions Private Limited, Bengaluru All the above subsidiaries are yet to commence their
operations.
Associates of TVS Motor (Singapore) Pte Ltd
- Tagbox Pte Limited, Singapore Intellicar Telematics Private Limited (Intellicar)
- Predictronics Corp., USA During the financial year effective 31st December 2020, the
- Scienaptic Systems Inc., USA Company acquired the entire equity shares of Intellicar
- Altizon Inc, USA Telematics Private Limited (Intellicar), a start-up company
and thereby it has become a wholly owned subsidiary of the
PERFORMANCE OF SUBSIDIARIES Company. Intellicar provides advanced fleet management
solutions through an integrated platform powered by IoT
Sundaram Auto Components Limited (SACL)
technologies coupled with strong analytics and data
Total income of SACL was $ 463 Cr in the current year as management capabilities. It will help accelerate the ongoing
against $ 530 Cr in the previous year 2019-20.
digital initiative of the Company that are targeted at delivering
SACL incurred a loss of $ 19.08 Cr including an exceptional enhanced customer experience.
item of $ 9.36 Cr during the year 2020-21 as against PBT
Total income of Intellicar was at $ 7.88 Cr in the current year
of $ 6.44 Cr in the previous year.
as against $ 16.11 Cr in the previous year 2019-20. Intellicar
incurred a loss of $ 4.83 Cr in the year 2020-21 as against
TVS Housing Limited (TVSH)
loss of $ 0.93 Cr in the previous year 2019-20.
TVS Housing Limited is a 100% subsidiary of the Company.
PT. TVS Motor Company Indonesia (PT TVS)
TVS Motor Services Limited (TVS MS) The Indonesian two wheeler Industry declined by 30% during
TVS MS was initially the investment SPV of the Company, the year 2020-21 at around 3.2 million units.
for funding TVS Credit Services Limited (TVS CS). During the year under review, PT TVS achieved sales in
Pursuant to order of the National Company Law Tribunal, three wheelers and recorded sales of 4,420 units as against
Chennai (NCLT) TVS MS transferred its investments in equity 7,806 units of sales during the previous year and 58,901
shares of TVS CS, in the previous year, to the Company for nos. of two wheelers as against 53,641 nos. of last year,
the redemption of its preference shares held by the Company. thereby registering a growth of 10%.
TVS MS now holds 0.57% only in TVS CS and TVS MS The growth in sales numbers, coupled with margin
continues to be a 100% subsidiary of the Company. improvement enabled PT TVS to achieve a positive EBITDA
of USD 3 million for the full year as against a USD 0.50
TVS Credit Services Limited (TVS CS) million of last year. It is also worthwhile to note that the
TVS CS is the retail finance arm of the Company for financing Company achieved break even by posting operating profit
of two wheelers. for the financial year 2020-21.
During the year 2020-21, TVS CS's overall disbursements
registered at $ 8,627 Cr as compared to $ 7,628 Cr in the TVS Motor Company (Europe) B.V
previous year registering growth of 13%. During the year under TVS Motor Company (Europe) B.V. was incorporated with
review, the assets under management are around a view to serve as special purpose vehicle for making and
$ 11,200 Cr as against $ 9,215 Cr during the previous year protecting the investments made in overseas operations of
registering a growth of 21%. Total income during the financial PT TVS.
year FY 2020-21 increased to $ 2,241 Cr from $ 2,000 Cr
during the financial year, an increase of 11.6% over the previous TVS Motor (Singapore) Pte. Ltd
year.
TVS Motor (Singapore) Pte Limited, a wholly owned
The profit before tax and exceptional items for the year stood subsidiary, is being leveraged to operationalize a digital
at $ 105 Cr as against $ 218 Cr during the previous year technology organization focused on delivering high quality
and the reduction is due to loss of business during first digital solutions that address real life business challenges
quarter of the year, increase in investment on recovery related by harnessing the power of Analytics, Artificial Intelligence,
initiatives and higher level of CoVID-19 related provisions.
Augmented Reality, Machine Learning and Internet of Things.
The following companies are the subsidiaries of TVS CS. The solutions and offerings are focused in the areas of
1. TVS Two wheeler Mall Private Limited automotive and fintech industries that have direct relevance
2. TVS Micro Finance Private Limited to the Company and its subsidiaries.
24
TVS MOTOR COMPANY LIMITED

TVS Motor (Singapore) Pte Limited had made investments SHUI's wholly owned subsidiaries are:
aggregating USD 19.52 Mn in Altizon Inc (USA) in the area
1. Green Hills Land holding LLC, South Carolina, USA
of Digital Manufacturing focused on Digitizing Legacy
Factories, Predictronics Corporation (USA) in the area of 2. Component Equipment Leasing LLC, South Carolina, USA
Digital Manufacturing focused on Predictive Maintenance, 3. Sundaram-Clayton USA LLC, South Carolina, USA
Scienaptic (USA) in the area of Credit Services focused on
4. Premier Land Holding LLC, South Carolina, USA
Credit Decisioning, Underwriting and Collections and in
Tagbox (Singapore) in the area of Fleet Management focused During the year 2020-21, SACL and SCL have invested a
on Granular Asset Tracking. sum of USD 3 Mn and USD 7.4 Mn in the ordinary shares
of SHUI and holds 68% and 32% respectively of the total
Despite the severe negative impact on businesses across
capital of SHUI as on 31st March 2021.
the globe due to CoVID-19, the Company invested entities
have performed very well with Predictronics, Scienaptic and Post CoVID-19 and with the US economy recovering, SHUI
Tagbox registering double digit revenue growth with improved is preparing production and supply chain activities and is
operational metrices compared to the previous financial likely to commence the commercial production by first half
year. Thanks to the growth in digital technologies driven by of 2021-22.
CoVID-19, it is expected that the invested start-ups will
deliver material growth in FY 2021-22 with solid financial Associates:
and operational results while continuing to add value to the Emerald Haven Realty Limited (EHRL)
ongoing digital transformation initiatives in group
Chennai residential real estate market was severely impacted
companies.
by CoVID-19, due to lockdown restrictions imposed, job
During the year, the Company has invested a sum of SGD losses, pay cuts and postponement of purchase decision by
35.44 Mn in the ordinary shares of TVS Motor (Singapore) customers, impacting enquiries and absorption.
Pte Limited. In H1 FY21, absorption fell sharply and no new projects were
launched by major players leading to an increase in inventory
The Norton Motorcycle Co Limited, UK (formerly known overhang. Construction activities at the project sites were
as Project 303 Bidco Limited) also impacted due to lockdown restrictions, non-availability
In April 2020, The Norton Motorcycle Co. Limited UK (Norton) of migrant workforce and raw material supply constraints.
(formerly known as Project 303 Bidco Limited), a wholly In line with the overall industry trend, EHRL faced a challenging
owned subsidiary of TVS Motor (Singapore) Pte Limited H1 with low walk-ins, low sales and collections, higher
concluded an asset purchase transaction which included cancellations and slowing down of construction activities
the brand "Norton" and other associated brands, trademarks across projects.
and certain other assets from Norton Motorcycle Holdings However, in H2 FY21, EHRL registered a sharp increase in
Limited (in administration) & Norton Motorcycles UK Limited sales, collections and construction activities compared to
(in administration). H1 83% of annual sales, 70% of annual collections and 61%
Post-acquisition, a new state-of-the art facility is being created of construction activities were done in H2 FY21.
in Solar Park, Solihull near Coventry. The facility will focus The Company has completed development of 1.4 Million Sft
on producing high end premium motorcycles. During FY till date and the balance area under development as on date
2020-21, Norton focussed on building new brand vision and is 4.5 Million Sft.
strategy, enhancing the organisation strength, establishing
supply chain network, product readiness with high quality Subsidiaries of EHRL
standards, planning product and marketing strategy for future.
1. Emerald Haven Development Limited;
Production and sales from new facility will commence during
the first half of FY 2021-22. 2. Emerald Haven Projects Private Limited;
Norton will continue to invest in development of new premium 3. Emerald Haven Life Spaces (Radial Road) Limited;
motorcycles, R&D and developing the dealer network across
the globe. 4. Emerald Haven Realty Developers (Paraniputhur) Private
Limited;
Sundaram Holding USA Inc. (SHUI) & its subsidiaries 5. Emerald Haven Property Development Limited;
Sundaram Holding USA Inc. (SHUI), a company established
under the applicable provisions of Laws of The United States 6. Emerald Haven Town and Country Private Limited;
of America, is owned by Sundaram Auto Components Ltd 7. Happiness Harmony Property Developers Private Limited;
(SACL) (wholly owned subsidiary of the Company) and and
Sundaram-Clayton Limited (SCL) (holding company of the
Company). 8. Emerald Haven Towers Limited.
25
TVS MOTOR COMPANY LIMITED

Ultraviolette Automotive Private Limited (UV) The financial statements of the subsidiary companies will be
UV incurred a loss of $ 1.61 Cr in the year 2020-21 as made available to the Shareholders, on receipt of a request
against loss of $ 3.49 Cr in the previous year 2019-20. UV from any Shareholder and it has also been placed on the
is a start-up company engaged in developing electric mobility website of the Company. This will also be available for inspection
solutions. by the Shareholders at the Registered Office during the business
hours as mentioned in the Notice of AGM.
Tagbox Solutions Pvt Ltd, India / Tagbox Pte Ltd, Singapore The consolidated Profit Before Tax of the Company and its
(Tagbox) subsidiaries & associates amounted to $ 822 Cr for the financial
Total income of Tagbox Solutions Private Ltd was at year 2020-21 as compared to $ 865 Cr in the previous year.
$ 6.1 Cr in the current year as against $ 4.6 Cr in the previous
year 2019-20. Tagbox Solutions Private Ltd earned a PBT of
$ 0.9 Cr in the year 2020-21 as against PBT of $ 0.3 Cr in 9. DIRECTORS & KEY MANAGERIAL PERSONNEL
the previous year 2019-20. Directors' appointment / re-appointment / cessation
Total income of Tagbox Pte Ltd was at $ 0.11 Cr in the current During the year under review, the Board has appointed
year as against $ 0.13 Cr in the previous year 2019-20. Prof. Sir Ralf Dieter Speth (Sir Ralf) as Non-Executive Non-
Tagbox Pte Ltd incurred a loss of $ 1.1 Cr in the year 2020- Independent Director (NE-NID) and Mr Kuok Meng Xiong
21 as against loss of $ 0.6 Cr in the previous year 2019-20. (MX), as Non-Executive Independent Director (NE-ID) on
the board at its meeting held on 24th March 2021, on the
Tagbox is a start-up company which provides an IoT based
recommendation of the Nomination and Remuneration
monitoring solution to predict and prevent unfavourable events,
Committee.
optimize reefer fleet and routes and manage inventory.
Prof. Sir Ralf Dieter Speth (Sir Ralf)
Predictronics Corp, (Predictronics) USA
Sir Ralf is an outstanding engineer and brings with him
Sales of Predictronics was at $ 7.8 Cr in the current year as
exemplary experience from some of the highest echelons
against $ 6.6 Cr in the previous year 2019-20. Predictronics
of the global automotive industry. He has served as the
incurred a loss of $ 4.6 Cr in the year 2020-21 as against
Chief Executive Officer of Jaguar Land Rover (JLR), and
a loss of $ 5.5 Cr in the previous year 2019-20. Predictronics
during his stint JLR developed strategies, designs, styling,
is a start-up company engaged in predictive analytics solution and products for making it one of the most respected
for critical assets, vertical software for industrial robots and automotive and luxury brands in the world. Sir Ralf is widely
consulting services. acclaimed for his tremendous leadership at JLR and for
transforming it into the global marquee it is today. He
Scienaptic System Inc (Scienaptic), USA
continues to serve on the board of JLR as Vice Chairman.
Total income of Scienaptic was at $ 26.7 Cr in the current
He began his career in BMW and did his PhD at Warwick
year as against $ 18.9 Cr in the previous year 2019-20. Manufacturing Group, University of Warwick and later he
Scienaptic incurred a loss of $ 19.3 Cr in the year 2020-21 joined Ford Motor Company's Premier Automotive Group
as against loss of $ 12.0 Cr in the previous year 2019-20. (PAG) where he was responsible for product planning and
Scienaptic is a start-up company engaged in AI powered quality. Later, he moved to the chemical giant Linde where
Advanced underwriting decisioning platform. he ran global operations.
Sir Ralf's passion for technology, deep knowledge and
Altizon Inc, (Altizon) USA
tremendous connect with the current global automotive
Total income of Altizon was at $ 4.1 Cr in the current year industry including in terms of engineering, marketing, and
as against $ 5.3 Cr in the previous year 2019-20. Altizon people and his deep insights and guidance, academic
incurred a loss of $ 8.6 Cr in the year 2020-21 as against knowledge and rich practical experience in automotive
loss of $ 13.9 Cr in the previous year 2019-20. Altizon is a industry will be invaluable to the management team as the
start-up company which provides an industrial IoT helping Company embraces the future of mobility. Sir Ralf will mentor
enterprises use machine data to drive business decisions. the Company and its management.
Then, the Board considered his appointment as an additional
8. CONSOLIDATED FINANCIAL STATEMENTS and NE-NID of the Company, till the ensuing annual general
The consolidated financial statements of the Company are meeting, and his appointment as a Director is subject to the
prepared in accordance with the provisions of Section 129 of approval of the shareholders, liable to retire by rotation.
the Act, 2013 read with the Companies (Accounts) Rules,
2014 and Regulation 33 of the Listing Regulations along with Mr Kuok Meng Xiong (Mr MX)
a separate statement containing the salient features of the Mr MX is the scion of the reputed Kuok Group in Singapore
financial performance of subsidiaries / associates in the and from one of Asia's most respected business houses
prescribed form. The audited consolidated financial statements running Wilmar, one of the largest grain trading business,
together with Auditors' Report form part of the Annual Report. Shangri La Hotels and real estate business globally.
26
TVS MOTOR COMPANY LIMITED

Mr MX is the Founder & Managing Partner of K3 Ventures, are liable to retire by rotation, at the ensuing AGM, and
a Singapore-based venture capital investment firm. In the being eligible, offer themselves for re-appointment.
last 8 years, he has invested in and partnered with visionary The Directors have recommended their appointment /
founders of category-leading companies that drive innovation re-appointment for the approval of shareholders. Brief
in today's world. The K3 Ventures portfolio comprises 70 resume of the Directors are furnished in the Notice convening
companies including ByteDance, Grab, Palantir, Planet, the AGM of the Company.
Perfect Day, Aspiration, Genki Forest, SpaceX, Airbnb and
Independent Directors (IDs)
Next Gen Foods.
All IDs hold office for a fixed term of five years and are not
Mr MX serves as a director on the boards of ByteDance liable to retire by rotation.
(Singapore), Next Gen Foods, SoCash, Logivan, and the
On 5th March 2019, the IDs viz., M/s. T Kannan, C R Dua,
Anglo-Chinese Schools Foundation. He is also a Senior
Prince Asirvatham and Hemant Krishan Singh were
Advisor to TPG Capital.
reappointed for the second term of 5 consecutive years
Mr MX started his career at the Group's Shangri La Hotels, from 14th July 2019. Mrs Lalita D Gupte and Mr R Gopalan,
expanding it to Europe, West Asia and Sri Lanka. He started were appointed as Additional and Non-executive
the venture firm K3 where he has led early investments in Independent Directors for a term of 5 years by the board
most of the world's leading startups in technology field and at its meeting held on 23rd October 2018 and 30th April 2019
many Asian unicorns. respectively and the same were approved by the
Mr MX strengths include his experience of helping build and shareholders at the AGM held on 22nd July 2019. The terms
manage a hotel chain, as well as growing up in a family that of appointment of IDs include the remuneration payable to
values relationships over short-term monetary gains. them by way of fees and profit related commission, if any.
While recommending his co-option on the board as NE-ID, The Company is seeking approval of the shareholders for
NRC considered his experience with digital technology and the appointment of Mr Kuok Meng Xiong as NE-ID for a term
start up would be more helpful to sourcing as well as for of five consecutive years effective 24th March 2021, at the
investments by the Company in digital start-ups. ensuing AGM.
Mr MX achievements at young age and his varied insights The terms of IDs cover, inter-alia, duties, rights of access
would be helpful to the Company's diversification as he to information, disclosure of their interest / concern, dealing
ceded several companies in the last 10 years and his in Company's shares, remuneration and expenses, insurance
appointment on the board would certainly be a great asset and indemnity. The IDs are provided with copies of the
to the Company and he would bring a unique mix of strong Company's policies and charters of various Committees of
corporate values and a clear vision of the future digital world. the Board.
Then, the Board considered his appointment as an Additional In accordance with Section 149(7) of the Act, 2013, all IDs
Director of the Company, till the ensuing annual general have declared that they meet the criteria of independence
meeting, and appointment as a NE-ID for a period of five as provided under Section 149(6) of the Act, 2013 and
consecutive years effective 24th March 2021 is subject to the Regulation 25 of the Listing Regulations and the Board
approval of the shareholders, not liable to retire by rotation. confirms that they are independent of the management.
The Company is seeking approval of the shareholders for the The detailed terms of appointment of IDs is disclosed on
appointment of Prof. Sir Ralf Dieter Speth, as NE-NID and the Company's website in the link as provided in page no.
Mr Kuok Meng Xiong, as NE-ID for a term of five consecutive 85 of this Annual Report.
years effective 24th March 2021, at the ensuing AGM.
All the IDs have registered with the databank of Independent
Directors developed by the Indian Institute of Corporate
During the year under review, Mr Rajesh Narasimhan,
Affairs in accordance with the provisions of Section 150 of
tendered his resignation as a Non-Executive Non-
the Companies Act, 2013 and obtained ID registration
Independent director of the Company with effect from the
certificate and renewed the same for five years / life time,
close of business hours on 24th March 2021 due to his
as the case may be.
various business commitments and increased responsibilities
within the group.
Separate meeting of Independent Directors
The board also noted that post resignation / appointment
of NE-NID / NE-ID, the composition of the Board is in During the year under review, a separate meeting of IDs
compliance with half of the Board consisting of Non-Executive was held on 22nd March 2021.
Independent Directors, as required under the Listing Based on the set of questionnaires, complete feedback on
Regulations. Non-Independent Directors and details of various activities
In terms of the provisions of sub-section (6) read with undertaken by the Company were provided to IDs to facilitate
explanation to Section 152 of the Act, 2013 two-thirds of their review / evaluation.
the total number of Directors i.e., excluding IDs, are liable
to retire by rotation and out of them, one-third is liable to a) Non-Independent Directors (Non-IDs)
retire by rotation at every annual general meeting. IDs used various criteria prescribed by the Nomination and
Mr Sudarshan Venu and Mr K N Radhakrishnan, Directors Remuneration Committee (NRC) for evaluation of Non-IDs

27
TVS MOTOR COMPANY LIMITED

viz., M/s Venu Srinivasan, Chairman and Managing Director, levels of Corporate Governance in all management discussion
Sudarshan Venu, Joint Managing Director, K N and decisions were maintained.
Radhakrishnan, Director & CEO, H Lakshmanan, Dr. Lakshmi
The IDs unanimously evaluated the prerequisites of the Board
Venu and Rajesh Narasimhan, Directors and also of Chairman
of the Board and the Board as a whole. viz., formulation of strategy, acquisition & allocation of overall
resources, setting up policies, directors' selection processes
IDs evaluated the performance of all Non-IDs individually, and cohesiveness on key issues and satisfied themselves
through a set of questionnaires. They reviewed the Non-IDs
that they were adequate.
interaction during the Board / Committee meetings and
thoughtful inputs given by them to improve the cyber security They were satisfied with the Company's performance in all
framework, supplier management and contribution to the fronts and finally concluded that the Board operates with
Company's growth. best practices.
IDs were satisfied fully with the performance of all Non-IDs.
d) Quality, Quantity and Timeliness of flow of information
b) Chairman between the Company, Management and the Board
The IDs reviewed the performance of Chairman of the Board All IDs have expressed their overall satisfaction with the
after considering his performance vis-a-vis benchmarking the support received from the management and the excellent
performance of the Company with industry under the work done by the management during the year under review
stewardship of Chairman. and also that the relationship between the top management
The IDs also placed on record, their appreciation of Chairman's and Board is smooth and seamless.
timely and proactive interventions for making progress on The information provided for the meetings were clear, concise
production, sales and managing the financial relationships with and comprehensive to facilitate detailed discussions and
distributors in an exceptionally difficult and unpredictable year periodic external presentations on specific areas well
battered by pandemic. IDs have also commended the supplemented the management inputs. The emerging
transparency and commitment to governance and he stayed e-technology was duly incorporated in the overall review of
ahead in setting high standards for the Company. the board.
They also commended his strenuous push for the acquisition
of British iconic brand "Norton" despite the pandemic and the Key Managerial Personnel (KMP)
disturbances caused to the entire operations of the Company. Mr Venu Srinivasan, Chairman and Managing Director,
They also recorded their appreciation for his exceptional
Mr Sudarshan Venu, Joint Managing Director, Mr K N
competence in handling such critical situation and the Company
Radhakrishnan, Director & CEO, Mr K Gopala Desikan,
has done very well both in governance and performance even
Chief Financial Officer and Mr K S Srinivasan, Company
during strained times.
Secretary are KMPs of the Company in terms of Section
IDs have also applauded the organized & timely response to 2(51) read with Section 203 of the Act, 2013 as on date of
the community and social initiatives during CoVID-19 times. this Report.
c) Board
The IDs also evaluated Board's composition, size, mix of skills Nomination and Remuneration Policy
and experience, its meeting sequence, effectiveness of The Nomination and Remuneration Committee of Directors
discussion, decision making, follow up action, so as to improve (NRC) reviews the composition of the Board to ensure an
governance and enhance personal effectiveness of Directors. appropriate mix of abilities, experience and diversity to serve
The evaluation process focused on Board Dynamics. The the interests of all stakeholders of the Company.
Company has a Board with wide range of expertise in all Nomination and Remuneration Policy was approved by the
aspects of business and outstanding diversity of the Board Board at its meeting held on 23rd September 2014 and
with the presence of varied personalities from diverse fields amended from time to time to maintain consistency with
viz., Engineering, Management, Legal, Administration, statutory amendments to be reflected in the policies to make
Accounting and Finance. The Board upon evaluation concluded it uptodate and more comprehensive.
that it is well balanced in terms of diversity of experience with
expert in each domain viz., Automotive, Leadership / Strategy, The objective of such policy shall be to attract, retain and
Finance, Legal & Regulatory and Governance. They also motivate executive management and devise remuneration
expressed their satisfaction on the presentations on major structure to link to Company's strategic long term goals,
litigations, supplier advances, International Business risk, Status appropriateness, relevance and risk appetite.
update on investment in start-ups, Cyber security threat that NRC will identify, ascertain the integrity, qualification,
have been fairly made to all IDs with open door discussions. appropriate expertise and experience, having regard to the
IDs recorded that they were always kept involved through skills that the candidate will bring to the Board / Company,
open and free discussions and provided additional inputs in whenever the need arises for appointment of Directors /
emerging areas being forayed into by the Company and high KMP.
28
TVS MOTOR COMPANY LIMITED

Criteria for performance evaluation, disclosures on the - Nomination and Remuneration Committee for selecting
remuneration of Directors, criteria of making payments to and compensating Directors / Employees;
Non-Executive Directors have been disclosed as part of - Stakeholders' Relationship Committee for redressing
Corporate Governance Report attached herewith. investors' grievances; and
Remuneration payable to Non-executive Independent - Corporate Social Responsibility Committee for
Directors overseeing CSR initiatives and inclusive growth.
The Shareholders at the 25th AGM of the Company held The performance of each Committee was evaluated by the
on 11th August 2017, have renewed the payment of Board after seeking inputs from its Members on the basis
remuneration, by way of commission not exceeding 1% of of specific terms of reference, its charter, time spent by the
the Net profits, in aggregate, payable to the Non-Executive Committees in considering key issues, quality of information
Independent Directors of the Company (NE-IDs) every year. received, major recommendations / action plans and work
NE-IDs devote considerable time in deliberating the of each Committee.
operational and other issues of the Company and provide The Board is satisfied with overall effectiveness and decision
valuable advice in regard to the management of the Company making of all Committees. The Board reviewed each
from time to time, and the Company also derives substantial Committee's terms of reference to ensure that the Company's
benefit through their expertise and advice. existing practices remain appropriate.
Recommendations from each Committee were considered
Evaluation of the Independent Directors and Committees
and accepted by the Board prior to its implementation during
of Directors
the financial year under review.
In terms of Section 134 of the Act, 2013 and the Corporate
Details of Committees, its charter and functions are provided
Governance requirements as prescribed under the Listing
in the Corporate Governance Report.
Regulations, the Board reviewed and evaluated Independent
Directors and various Committees viz., Audit Committee, Number of Board meetings held:
Risk Management Committee, Nomination and Remuneration The number of Board meetings held during the financial
Committee, Corporate Social Responsibility Committee and year 2020-21 is provided as part of Corporate Governance
Stakeholders Relationship Committee, based on the Report prepared in terms of the Listing Regulations.
evaluation criteria laid down by the NRC.
Board has carried out the evaluation of all Directors (excluding 10.AUDITORS
the Director being evaluated) and its Committees through Statutory Auditors
a set a questionnaires.
The Company at its 26th AGM held on 7th August 2018 re-
Independent Directors appointed M/s V. Sankar Aiyar & Co., Chartered Accountants,
The performance of all IDs were assessed against a range Mumbai, having Firm Registration No. 109208W allotted by
of criteria such as contribution to the development of business The Institute of Chartered Accountants of India, as Statutory
strategy and performance of the Company, understanding Auditors of the Company to hold office, for the second term
the major risks affecting the Company, clear direction to the of five consecutive years from the conclusion of 26th AGM
management and contribution to the Board cohesion. The till the conclusion of 31st AGM, at such remuneration in
performance evaluation has been done by the entire Board addition to applicable taxes, out of pocket expenses, travelling
of Directors, except the Director concerned being evaluated. and other expenses as may be mutually agreed between
the Board of Directors of the Company and the Auditors.
The Board noted that all IDs have understood the
opportunities and risks to the Company's strategy and are The Statutory Auditors will continue to hold office for the 4th
supportive of the direction articulated by the management year in the second term of five consecutive years, from the
team towards consistent improvement. conclusion of this AGM.
On the basis of the report of performance evaluation of The Company has obtained necessary certificate under
directors, the Board noted and recorded that all the directors Section 141 of the Act, 2013 conveying their eligibility for
should extend and continue their term of appointment as being the Statutory Auditors of the Company for the year
Directors / Independent Director, as the case may be. 2021-22.
The Auditors' Report for the financial year 2020-21 does not
Committees
contain any qualification, reservation or adverse remark
Board delegates specific mandates to its Committees, to and the same is attached with the annual financial
optimize Directors' skills and talents besides complying with statements.
key regulatory aspects.
- Audit Committee for overseeing financial Reporting; Secretarial Auditors
- Risk Management Committee for overseeing the risk As required under Section 204 of the Act, 2013 and the
management framework; Companies (Appointment and Remuneration of Managerial
29
TVS MOTOR COMPANY LIMITED

Personnel) Rules, 2014, the Company is required to appoint The Director & CEO and the Chief Financial Officer (CFO) of
a Secretarial Auditor for auditing secretarial and related the Company have certified to the Board on financial statements
records of the Company. and other matters in accordance with the Regulation 17 (8)
The Secretarial Audit Report for the year 2020-21, given by of the Listing Regulations pertaining to CEO / CFO certification
M/s S Krishnamurthy & Co., Company Secretaries, Chennai for the financial year ended 31st March 2021.
is attached to this Report. The Secretarial Audit Report
does not contain any qualification, reservation or other 12. BUSINESS RESPONSIBILITY REPORT
remarks.
In terms of Regulation 34 of the Listing Regulations, the
The Board at its meeting held on 27th April 2021 has Business Responsibility Report for the year 2020-21 describing
re-appointed M/s. S Krishnamurthy & Co., Practising the initiatives taken from an environment, social and governance
Company Secretaries, Chennai having Registration No.2215 perspective, in the prescribed format is given as Annexure VII
allotted by the Institute of Company Secretaries of India as to this Report and is available on the Company's website in
Secretarial Auditors for the financial year 2021-22. the link as provided in page no. 85 of this Annual Report.
Cost Auditor
13.POLICY ON VIGIL MECHANISM
As per Section 148 of the Act, 2013 read with the Companies
(Cost Records and Audit) Rules 2014, as amended, the The Company has adopted a Policy on Vigil Mechanism in
cost audit records maintained by the Company in respect accordance with the provisions of Companies Act, 2013 and
of its engine components manufactured by the Company Regulation 22 of the Listing Regulations, which provides a
specified under Customs Tariff Act heading in Table B to formal mechanism for all Directors, Employees and other
Rule 3 of the above rules, are required to be audited by a Stakeholders of the Company to report to the management,
Cost Auditor. their genuine concerns or grievances about unethical
behaviour, actual or suspected fraud and any violation of
In terms of the Companies (Cost Records and Audit)
the Company's Code of Business Conduct and Ethics.
Amendment Rules, 2014, the Board has re-appointed
Mr A N Raman, Cost Accountant holding Certificate of The Code also provides a direct access to the Chairman
practice No. 5359 allotted by The Institute of Cost of the Audit Committee to make protective disclosures to
Accountants of India, as the Cost Auditor for conducting the management about grievances or violation of the
Cost Audit for the financial year 2021-22. Company's Code.
The Company has also received necessary certificate under The Policy is disclosed on the Company's website in the
Section 141 of the Act, 2013 from him conveying his eligibility link as provided in page no. 85 of this Annual Report.
to act as a Cost Auditor. A sum of $ 6 lakhs has been fixed
by the Board as remuneration in addition to reimbursement 14.PUBLIC DEPOSITS
of applicable taxes, travelling and out-of-pocket expenses The Company has not accepted any deposit from the public
payable to him, for the year 2021-22, which is required to within the meaning of Section 76 of the Act, 2013, for the
be approved and ratified by the Members, at the ensuing year ended 31st March 2021.
AGM as per Section 148(3) of the Act, 2013.
The Company has filed the Cost Audit Report of 2019-20 15.STATUTORY STATEMENTS
on 26th August 2020 in XBRL format. Information on conservation of energy, technology
absorption, foreign exchange etc:
11.CORPORATE GOVERNANCE Relevant information is given in Annexure I to this Report,
The Company has been practicing the principles of good in terms of the requirements of Section 134(3)(m) of the Act,
corporate governance over the years and lays strong 2013 read with the Companies (Accounts) Rules, 2014.
emphasis on transparency, accountability and integrity. Material changes and commitments, if any, affecting
A separate section on Corporate Governance and a the financial position of the company, having occurred
certificate from the Statutory Auditors of the Company since the end of the year and till the date of the Report:
regarding compliance of conditions of Corporate Governance There have been no material changes and commitments
as stipulated under Listing Regulations is given as Annexure affecting the financial position of the Company, which have
VIII to this Report. occurred between the end of the financial year of the

30
TVS MOTOR COMPANY LIMITED

Company to which the financial statements relate and the and its Powers) Rules, 2014, for the financial year 2020-21
date of this Report. are given as Annexure VI to this Report. On loans granted
to the Employees, the Company has charged interest as per
Significant and material orders passed by the Regulators its remuneration policy, in compliance with Section 186 of the
or Courts or Tribunals impacting the going concern status Act, 2013.
of the Company:
Please refer note No. 4 to Notes on accounts for details of
There are no significant and material orders passed by the investments made by the Company.
Regulators or Courts or Tribunals, which would impact the
going concern status of the Company and its future operations. Reporting of fraud
The Auditors of the Company have not reported any fraud
Annual Return: as specified under Section 143(12) of the Act, 2013.
Copy of the Annual Return (Annexure II) in prescribed form
is available on the Company's website in the link as provided Secretarial Standards
in page no. 85 of this Annual Report, in terms of the The Company has complied with the applicable Secretarial
requirements of Section 134(3)(a) of the Act, 2013 read with Standards as amended from time to time.
the Companies (Accounts) Rules, 2014.
Disclosure in terms of Sexual Harassment of Women
Employee's remuneration: at workplace (Prevention, Prohibition and Redressal)
Act, 2013
Details of Employees receiving the remuneration in excess
The Company has an Internal Complaints Committee as
of the limits prescribed under Section 197 of the Act, 2013
required under The Sexual Harassment of Women at
read with Rule 5(2) of the Companies (Appointment and
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Remuneration of Managerial Personnel) Rules, 2014 are
annexed as a statement and given in Annexure III. In terms During the year under review, there were no cases filed pursuant
of first proviso to Section 136(1) of the Act, 2013 the Annual to the provisions of Sexual Harassment of Women at Workplace
Report, excluding the aforesaid annexure is being sent to (Prevention, Prohibition and Redressal) Act, 2013.
the Shareholders of the Company. The annexure is available
for inspection at the Registered Office of the Company 16.ACKNOWLEDGEMENT
during business hours as mentioned in the Notice of AGM The Directors gratefully acknowledge the continued support
and any Shareholder interested in obtaining a copy of the and co-operation received from the holding Company viz.,
said annexure may write to the Company Secretary at the Sundaram-Clayton Limited, Chennai. The Directors also thank
Registered Office of the Company. the bankers, investing institutions, customers, dealers, vendors
and sub-contractors for their valuable support and assistance.
Comparative analysis of remuneration paid:
The Directors wish to place on record their appreciation of
A comparative analysis of remuneration paid to Directors
the very good work done by all the employees of the Company
and Employees with the Company's performance is given
during the year under review.
as Annexure V to this Report.
The Directors also thank the investors for their continued faith
Details of related party transactions: in the Company.
There is no material related party transactions under Section
188 of the Act, 2013 read with the Companies (Meetings For and on behalf of the Board of Directors
of Board and its Powers) Rules, 2014.

Details of loans / guarantees / investments made:

The details of loans and guarantees under Section 186 of Chennai VENU SRINIVASAN
the Act, 2013 read with the Companies (Meetings of Board 27th April 2021 Chairman

31
TVS MOTOR COMPANY LIMITED

Annexure - I to Directors' Report to the shareholders

Information pursuant to Section 134(3)(m) of the Companies Act, 2013

A. CONSERVATION OF ENERGY iii. Design, development and productionisation of TVS

NTORQ Super Squad edition with customized TVS
1. Measures taken in the year 2020-21:
SmartConnect App.
i. Optimal utilization of plant and equipment. iv. Design, development and productionisation of a
ii. Maximized renewable energy utilization. Motorcycle variant for the specific segment needs of
iii. Implementation of planned energy efficient projects. international market.
Above measures have resulted in an annual saving of Future plan of action:
$ 8 Cr. i. Development of new technologies for reduction of CO2
and other emissions.
2. Proposed measures during the year 2021-22: ii. Development and adoption of new technologies for
i. Optimal utilization of plant and equipment. enhanced safety and rider assist.
ii. Augmentation of Solar capacity. iii. Development of new technologies, materials and
iii. Implementation of energy efficient projects. processes for environmental sustainability.
iv. Development of new technologies and new features
iv. Alternate source of fuel.
to deliver best-in -class products and achieve enhanced
Above measures are expected to yield an annual saving customer satisfaction.
of $ 6 Cr. (Approx.)
v. Development of technologies including alternate
materials, weight reduction, cost reduction and
3. Steps taken for utilizing alternate sources of energy
improvement of fuel economy.
during the year 2020-21:
vi. Development of new technologies in the areas of electric
The renewable power contributes to 84% of overall
power trains and connected vehicles.
power share. Out of which, 76% of energy utilized from
Wind power and 8% of energy sourced from Solar
C. DATA RELATING TO IMPORTED TECHNOLOGY
power plant.
Technology imported during the last 3 years reckoned from
4. Capital investment in energy conservation the beginning of the financial year - NIL
equipment: Expenditure on Research & Development - $ 331.34 Cr.
During 2020-21, the Company had focused on
reduction of fixed load consumption, paint plant D. FOREIGN EXCHANGE ACTUAL EARNINGS AND
utilization improvement, optimization of boiler's and OUTGO
in implementation of energy saving projects for energy
1. Export activities:
efficiency as well as for reduction of carbon foot
print. During the year, export of two-wheeler was 7.64 lakh
units and three-wheeler was 1.15 lakh units. The
The Company is planning to invest around $ 4 Cr Company continued export of components and sub-
during 2021-22 towards alternate fuel conversion and assemblies to its subsidiary in Indonesia.
in implementing the planned energy saving projects.
2. Total foreign exchange earned and used:
B. TECHNOLOGY ABSORPTION FOR 2020-21 ($ in Cr)
Specific areas in which R&D is carried out by the Foreign exchange used 1,186.82
Company:
Foreign exchange earned 4,669.17
i. Design, development and productionisation of "TVS
IntelliGo" technology. For and on behalf of the Board of Directors
ii. Design, development and productionisation of unique
technology of ride modes for the power train and ABS
control, launched along with segment first features of
adjustable suspension control levers in Apache RTR Chennai VENU SRINIVASAN
200-4V. 27th April 2021 Chairman

32
TVS MOTOR COMPANY LIMITED

Annexure - IV to Directors' Report to the shareholders

Particulars of Corporate Social Responsibility activities carried out by the Company in terms of Section
135 of the Companies Act, 2013

1. Brief outline on CSR Policy of the Company:

This policy encompasses the Company's philosophy for giving back to society as a corporate citizen and lays down the
guidelines and mechanism for undertaking socially useful programs for the transformation and sustainable development of
the rural communities at large. It also supports to empower India’s rural poor through awareness, skills and training programs
that are sustainable in the areas ranging from economic development, infrastructure to healthcare and education.
2. Composition of the CSR Committee:
Sl. No. Name of the Director (M/s.) Designation Status
1. Venu Srinivasan Chairman and Managing Director Chairman
2. Prince Asirvatham Independent Director Member
3. H Lakshmanan Non Independent Director Member

3. Web-link where Composition of CSR committee, www.tvsmotor.com

Projects approved by the board and Policy are Web-link is provided in page no. 85 of this Annual Report.
disclosed on the website of the company
4. Details of Impact assessment of CSR projects
carried out in pursuance of sub-rule (3) of Rule 8 of
Not Applicable
the Companies (Corporate Social Responsibility
Policy) Rules, 2014, if applicable.
5. Details of the amount available for set off in Sl. Financial Amount available for Amount required to be
pursuance of sub-rule (3) of rule 7 of the Companies No. Year set-off from preceding setoff for the financial
(Corporate Social Responsibility Policy) Rules, 2014 financial years (in $) year, if any (in $)
and amount required for set off for the financial year,
if any Not applicable
6. Average net profit of the Company as per Section
$ 840.19 Cr
135(5).
7. (a) Two percent of average net profit of the
$ 16.81 Cr
Company as per Section 135(5)
(b) Surplus arising out of the CSR projects or
programmes or activities of the previous Nil
financial years.
(c) Amount required to be set off for the financial
Nil
year, if any
(d) Total CSR obligation for the financial year
(7a + 7b - 7c). $ 16.81 Cr
8 (a) CSR amount spent or unspent for the financial year:
Amount Unspent (in $)
Total Amount Spent for Total Amount transferred to Amount transferred to any fund specified
the Financial Year Unspent CSR Account as per under Schedule VII as per second proviso to
(in $) Section 135(6). Section 135(5).
Amount Date of transfer Name of the Fund Amount Date of transfer
18.38 Cr NA NA NA NA NA

8 (b) Details of CSR amount spent against ongoing projects for the financial year: - Not Applicable
8 (c) Details of CSR amount spent against other than ongoing projects for the financial year:

Name of the Project. Economic Development, Education, Environment, Health,

Infrastructure & Water Conservation.
Item from the list of activities in Schedule VII to the • Eradicate poverty, promoting preventive healthcare and
Act. sanitation and making available safe drinking water;
33
TVS MOTOR COMPANY LIMITED

• Promotion of Education, including special education and

employment, enhancing vocation skills especially among
children, women and livelihood enhancement projects;
• Promoting gender equality, empowering women and
measures for reducing inequalities faced by socially and
economically backward groups;
• Ensuring environment sustainability, ecological balance,
animal welfare, agroforestry, conservation of natural
resources and maintain quality of soil, air and water;
• Rural development projects.
Local area (Yes / No). Yes
- Tamil Nadu : Krishnagiri, Tiruvannamalai, Tirunelveli,
Thoothukudi, Dharmapuri, Nagapattinam, Trichy and
Tiruvallur districts.
- Karnataka : Mysore, Bengaluru Rural and Chamrajanagar
Location of the project (State / District) districts
- Himachal Pradesh : Solan district
- Maharashtra: Pune district - Shirur Block
- Andhra Pradesh: Venkatagiri - Nellore district
Amount spent for the project (in $). $ 19.95 Cr (includes $ 18.38 Cr contributed by the Company)
Mode of Implementation - Direct (Yes / No) No
Srinivasan Services Trust
Jayalakshmi Estates,
No. 29, Haddows Road
Name of the Implementing Agency Chennai - 600 006
Tamil Nadu
Phone No: 044-28332115
Mail ID: [email protected]
CSR Registration No. CSR00001508
8 (d) Amount spent in Administrative overheads
Not Applicable
8 (e) Amount spent on Impact Assessment, if applicable
8 (f) Total amount spent for the Financial Year
$ 18.38 Cr
(8b + 8c + 8d + 8e)
8 (g) Excess amount for set off, if any
Sl. No. Particulars Amount in ($)
(i) Two percent of average net profit of the company as per Section 135(5) 16.81 Cr
(ii) Total amount spent for the financial year 18.38 Cr
(iii) Excess amount spent for the financial year [(ii)-(i)] 1.57 Cr
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous
NIL
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 1.57 Cr
9 (a) Details of Unspent CSR amount for the preceding three financial years: (In $)
Sl. Preceding Amount Amount Amount transferred to any fund specified Amount
No. financial transferred to spent in the under Schedule VII as per Section 135(6), remaining to
year Unspent CSR reporting if any be spent in
Account under financial Name of Amount Date of succeeding
Section 135 (6) year the Fund transfer financial years

Not Applicable

9 (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
- Not Applicable
34
TVS MOTOR COMPANY LIMITED

10 In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired
through CSR spent in the financial year; (asset-wise details).
(a) Date of creation or acquisition of the capital
asset(s).
(b) Amount of CSR spent for creation or acquisition
of capital asset.
(c) Details of the entity or public authority or Not Applicable
beneficiary under whose name such capital
asset is registered, their address, etc.
(d) Details of the entity or public authority or
beneficiary under whose name such capital
asset is registered, their address, etc.
11 Specify the reason(s), if the company has failed to
spend two per cent of the average net profit as per Not Applicable
Section 135(5).

For and on behalf of the Board of Directors

VENU SRINIVASAN
Chennai Chairman and Managing Director and
27th April 2021 Chairman of CSR Committee

35
TVS MOTOR COMPANY LIMITED

Annexure - V to Directors' Report to the shareholders

COMPARATIVE ANALYSIS OF REMUNERATION PAID TO DIRECTORS AND EMPLOYEES WITH
THE COMPANY’S PERFORMANCE

Sl. Name of the Directors Designation Ratio to Median % Increase / (Decrease)

No. (M/s) in Remuneration Remuneration
1 Venu Srinivasan CMD 1:223 (2%)
Prof. Sir Ralf Dieter Speth* NE-NID – –
Sudarshan Venu JMD 1:185 3%
K N Radhakrishnan D & CEO 1:100 11%
Prince Asirvatham NE-ID 1:3 –
C R Dua NE-ID 1:4 –
R Gopalan NE-ID 1:3 –
Lalita D Gupte NE-ID 1:3 –
T Kannan NE-ID 1:4 –
Kuok Meng Xiong* NE-ID – –
H Lakshmanan NE-NID – –
Hemant Krishan Singh NE-ID 1:3 –
Dr Lakshmi Venu NE-NID – –
K Gopala Desikan CFO NA (4%)
K S Srinivasan CS NA (3%)
* appointed on 24th
March 2021
CMD - Chairman and Managing Director JMD - Joint Managing Director
D&CEO - Director & Chief Executive Officer NE-ID- Non Executive Independent Director
NE-NID - Non Executive Non Independent Director CFO - Chief Financial Officer; CS - Company Secretary
2 The percentage increase in the median remuneration of
employees in the financial year; 2%
3 The number of permanent employees on the rolls of Company; 5035
4 a. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the financial 6%
year 2020-21
b. Average percentile increase / (decrease) in the managerial
remuneration in the financial year 2020-21 2%
There are no exceptional circumstances for increase in the
managerial remuneration.
5 Affirmation that the remuneration is as per the Remuneration Policy Remuneration paid during the year 2020-21
of the Company. is as per the Remuneration Policy of the
Company

For and on behalf of the Board of Directors

Chennai VENU SRINIVASAN

27th April 2021 Chairman

36
TVS MOTOR COMPANY LIMITED

Annexure - VI to Directors' Report to the shareholders

DETAILS OF LOANS AND GUARANTEES UNDER SECTION 186 OF THE ACT 2013
FOR THE FINANCIAL YEAR 2020-21

Purpose of Amount of loan / Purpose for which

S. Name of the Nature of loan / guarantee / the loan /guarantee
No. body corporate relationship acquisition / security / security utilised
security ($ in Cr) by the recipient

1 PT. TVS Motor Company Wholly owned Guarantee 95.04 Business Purposes
Indonesia subsidiary
2 TVS Motor (Singapore) Pte Wholly owned Guarantee 73.11 Business Purposes
Limited subsidiary

For and on behalf of the Board of Directors

Chennai VENU SRINIVASAN

27th April 2021 Chairman

Annexure - VII to Directors' Report to the shareholders

BUSINESS RESPONSIBILITY REPORT
[Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Introduction

The National Guidelines on Responsible Business Conduct (NGRBC) introduced by the Ministry of Corporate Affairs in the
year 2019 replaced and revised the National Voluntary guidelines (NVG) on Social, Environmental and Economic
Responsibilities of Business earlier issued by the Ministry in the year 2011.

This report conforms to the Business Responsibility Reporting (BRR) requirement of the Securities & Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the NGRBC.

The NGRBC are designed to be used by all businesses, irrespective of their ownership, size, sector, structure or location.
The NGRBC also provide a useful framework for guiding companies in their operations, in addition to aligning with applicable
national standards and norms governing responsible business conduct.

ANNEXURE - 1

SECTION A: GENERAL DISCLOSURES

1. Name of the Company : TVS Motor Company Limited

2. Year of registration : 1992
3. Corporate Identity Number (CIN) of the : L35921TN1992PLC022845
Company (if applicable)
4. Corporate address, telephone, email and website : "Chaitanya",
No.12, Khader Nawaz Khan Road,
Nungambakkam, Chennai - 600 006
Tel: 044-28332115
e-mail: [email protected]
Website: www.tvsmotor.com
5. Financial Year Reported : 2020-21
6. Sector(s) that the Company is engaged in NIC Code Description
(industrial activity code) : 30911 Motorcycles, Scooters, Mopeds
30912 Three-wheelers
30913 Parts & Accessories

37
TVS MOTOR COMPANY LIMITED

7. List of three key products that the Company manufactures : Manufacture of

1. Two-Wheelers
2. Three-Wheelers
3. Parts & Accessories
(Please refer to Company's website for complete list of its
products)

8. Brands (top five by respective share of market) owned and : All the products of the Company are being sold under
percentage of revenue contributed: TVS brand.

Operations:

9. Location of plants (in case of manufacturing businesses) : i) Number of National Locations:

a. National (Districts and states - top five by employee A. The Company has three manufacturing locations
strength): as under:
1. Post Box No. 4, Harita, Hosur - 635 109,
Tamil Nadu, India.
2. Post Box No. 1, Byathahalli Village,
Kadakola Post, Mysuru - 571 311,
Karnataka, India.
3. Bhatian Village, Bharatgarh Road,
Teh. Nalagarh, Solan District - 174 101,
Himachal Pradesh, India.
b. International (Country - top three by employee
ii) Number of International Locations:
strength):
The Company does not have any manufacturing unit
outside India. However, its overseas subsidiary viz.,
(i) PT TVS Motor Company Indonesia has a
manufacturing facility in Karawang, Indonesia;
(ii) The Norton Motorcycle Co Limited, has a
manufacturing facility in Solar Park, Solihull, UK
B. The Company has Area Offices across pan India.
C. The sales and marketing office of the Company is
situated at TVR Pride, No.383, 16th Main, 3rd Block,
Koramangala, Bengaluru 560 034, Karnataka, India.
10. Location of major offices (in case of service businesses) :
a. National (Districts and states - top five by employee
strength): Not applicable

b. International (Country - top three by employee strength):

Employees:
11. Number of permanent employees : 5,035
12. Contractual employees (seasonal, non-seasonal) : 1,345
13. Temporary employees : 6,830
14. Percentage of women employees : 7.1%
a. On the Governance Structure : –
b. In top management i.e. business and functional heads; : –

38
TVS MOTOR COMPANY LIMITED

Associate entities:
15. Name of subsidiaries / associates : Subsidiaries
1. Sundaram Auto Components Limited, Chennai
2. TVS Housing Limited, Chennai
3. TVS Motor Services Limited, Chennai
4. TVS Credit Services Limited, Chennai
5. TVS Two-wheeler Mall Private Limited, Chennai
6. TVS Micro Finance Private Limited, Chennai
7. Harita ARC Private Limited, Chennai
8. Harita Collection Services Private Limited, Chennai
9. TVS Commodity Financial Solutions Private Limited,
Chennai
10. TVS Housing Finance Private Limited, Chennai
11. Intellicar Telematics Private Limited, Bengaluru
12. TVS Motor Company (Europe) B.V., Amsterdam
13. TVS Motor (Singapore) Pte. Limited, Singapore
14. PT TVS Motor Company Indonesia, Jakarta
15. Sundaram Holding USA Inc, Delaware, USA
16. Green Hills Land Holding LLC, South Carolina, USA
17. Components Equipment Leasing LLC, South Carolina, USA
18. Sundaram - Clayton (USA) LLC, South Carolina, USA
19. Premier Land Holding LLC, South Carolina, USA
20. The Norton Motorcycle Co Limited, UK
Associates
1. Emerald Haven Realty Limited, Chennai.
2. Ultraviolette Automotive Private Limited, Bengaluru.
3. Tagbox Solutions Private Limited, Bengaluru.
Associates of TVS Motor (Singapore) Pte Limited
1. Tagbox Pte Limited, Singapore
2. Predictronics Corp, USA
3. Scienaptic Systems Inc., USA
4. Altizon Inc., USA
Subsidiaries of Emerald Haven Realty Limited
1. Emerald Haven Projects Private Limited, Chennai
2. Emerald Haven Property Development Limited, Chennai
3. Happiness Harmony Property Developers Private Limited
4. Emerald Haven Towers Limited, Chennai
5. Emerald Haven Development Limited, Chennai
6. Emerald Haven Life Spaces (Radial Road) Limited, Chennai
7. Emerald Haven Realty Developers (Paraniputhur)
Private Limited, Chennai
8. Emerald Haven Town & Country Limited, Chennai
16. Details of Trust/Society/Section 8 company to further its CSR agenda:
a. Name; a. Srinivasan Services Trust
b. Organization form (Trust, Society, Company) and year .
b. Established in 1996
of establishment;
c. Main objects/purpose; Main objects:
i. Eradicating hunger, poverty, promoting preventive
healthcare and sanitation and making available safe
drinking water;
ii. Promoting of Education, including special education and
employment, enhancing vocation skills especially among
children, women, elderly and differently abled and
livelihood enhancement projects;
iii. Promoting gender equality, empowering women, setting up
homes and hostels for women and measures for reducing
inequalities faced by socially and economically backward
groups;
39
TVS MOTOR COMPANY LIMITED

iv. Ensuring environment sustainability, ecological balance,

animal welfare, agroforestry, conservation of natural
resources and maintaining quality of soil, air and water;
v. Rural development projects.
17. Contact details of Nodal officer of this report : Mr. K.S. Srinivasan, Company Secretary
(Name, Designation, Email ID, Phone number) [email protected]
044-2833 2115
SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

This section is aimed to demonstrate the structures, policies and processes put in place towards adopting the Principles
and Core Elements.
P1 Businesses should conduct and govern themselves with integrity, and in a manner that is ethical, transparent and
accountable.
P2 Businesses should provide goods and services in a manner that is sustainable and safe.
P3 Businesses should respect and promote the well-being of all employees, including those in their value chains.
P4 Businesses should respect the interests of, and be responsive to all its stakeholders.
P5 Businesses should respect and promote human rights.
P6 Businesses should respect and make efforts to protect and restore the environment.
P7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible
and transparent.
P8 Businesses should promote inclusive growth and equitable development.
P9 Businesses should engage with and provide value to their customers in a responsible manner.

S. No. Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

Policy and management processes
1. Names of the policy / policies that The Company has in place the following policies in line with the
covers each Principle National Guidelines on Responsible Business Conduct:
1. Code of Business Conduct and Ethics
2. Whistle Blower Policy
3. Related Party Transaction Policy
4. Corporate Social Responsibility Policy
5. Code of fair disclosure
6. Code of conduct to regulate, monitor and report trading by insiders
7. Quality and environment policies relating to safe and sustainable
products
8. Environment, Occupational Health and Safety policy.
2. Core Elements related to the Principle
All the core elements are stated in the policies
that the policy/ policies cover
3. Policy / policies relating to each principle
that has been translated into guidelines Y Y Y Y Y Y – Y Y
and procedures
4. Extent to which manpower, planning and
financial resources have been allocated Y Y Y Y Y Y – Y Y
for the implementation of the policy /
policies relating to each Principle
5. National and International codes and Y Y Y Y Y Y – Y Y
standards adopted mapped to various (ISO
Principles 14001:
2015)
All the policies of the Company are in compliance with the national /
international standards wherever applicable
40
TVS MOTOR COMPANY LIMITED

S. No. Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

Governance, leadership and oversight
6. Names of the above policies that have The following policies / codes have been approved by the board:
been approved by the board / top
management 1. Code of Business Conduct and Ethics
2. Whistle Blower Policy
3. Related Party Transaction Policy
4. Corporate Social Responsibility Policy
5. Code of fair disclosure
6. Code of conduct to regulate, monitor and report trading by
insiders
Other operational / internal policies are approved by the management.
7. Name of the specified committee(s) Audit committee and Board oversees the implementation of
of the Board / Director / Officer and various policies / Codes as required under the legal frame-
processes to oversee the implement- work in force from time to time.
ation of the policy / policies
CSR committee oversees the implementation of CSR activities
by the Company.
All the policies and their implementation are being reviewed at
regular intervals by the board.
8. The process for board / top An Independent Consultant has been engaged to ensure
management to review performance compliance of all laws including these polices at periodic
against the above policies and intervals in conformity with the best national / international
incorporating inputs standards and to align with the latest amendments introduced
by various regulatory authorities.
9. Process for board/ top management The report on Company's conduct of its businesses is
to review compliance with statutory presented to the Board for its review and further improvement
requirements of relevance to the of its standards.
Principles and rectify any
non-compliances.
10. Frequency of the reviews of the The board on a continuous basis reviews the businesses
business's alignment with the alignment with the principles and core elements.
Principles and Core Elements
conducted by the board / top
management
Stakeholder Engagement
11. Description of the process to identify The Company is aware of the fact that all stakeholders have not
your business's key stakeholders direct business engagement .
The Company has identified stakeholders under eight broad
groups:
1. Suppliers, Transporters, Service Providers, Industry Bodies
2. Shareholders & Investors
3. Regulatory Bodies
4. Policy Makers
5. Customers
6. Dealers
7. Employees, Trade Union
8. Local Community
41
TVS MOTOR COMPANY LIMITED

S. No. Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

12. Description of the process to engage The Company continuously expands its proactive engagement with
with your stakeholders on the Principles all the stakeholder groups. The Company also recognizes that stakeholder
engagement is an integral part of partnership building and aims to
institutionalize a structured approach through a formal process in
the future.
13. Description of the processes to identify The Company identifies marginalized and disadvantaged groups
groups that are vulnerable and through need assessment in all the villages where it works by
marginalized stakeholders. engaging the local communities.
14. Description of the processes to identify The Company continuously strives to achieve total inclusiveness by
issues related to inclusion and impact of encouraging people in all sections of the community irrespective of
adopting the Principles on vulnerable caste, creed or religion to benefit through its CSR initiatives which
and marginalized stakeholders. would also be focused around communities reside in the proximity of
the Company's various manufacturing locations in the country.

Communication
15. Description of process to communicate The Company proactively engages with stakeholders formally and
to stakeholders, the impact of your informally to:
policies, procedures, decisions and Share information, discuss the Company's sustainability priorities,
performance that impact them. programs and performance and determine opportunities to collaborate
towards common goals.

16. Description of how the business The Company communicates the performance against the Guidelines
communicates the results of stakeholder to the stakeholder through its website, stakeholder interactions,
engagement in the public domain Business Responsibility Report and Annual report.

17. Description of the process of The Company believes in listening to the viewpoints of its stakeholders
communicating performance against and addressing them on priority. The Company values the inputs
received from the engagement process and these engagements help
these Guidelines to relevant stakeholders
to identify material aspects.
The progress on the material aspects are communicated in Annual
report, Business Responsibility Report and on websites at periodic
intervals.
18. Note on how disclosures and reporting Such measures help the Company to identify stakeholder expectations
helped in improving business and to design its sustainability strategy to balance the different
performance / strategy stakeholder needs and expectations.
If answer to question (1) above is "No" i.e. not all Principles are covered by a policy, reasons to be stated:

Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The Company has not understood the Principles - - - - - - - - -
The Company is not at a stage where it finds itself
in a position to formulate and implement the - - - - - - - - -
policies on specified Principles
The Company does not have financial or
manpower resources available for the task - - - - - - - - -

It is planned to be done within next 6 months - - - - - - - - -

It is planned to be done within next 12 months - - - - - - - - -
Any other reason (please specify) P7 - the Company through the various industrial forums endeavors
to promote growth and technological process, economic reforms,
inclusive development policies and sustainable business principles.
Therefore there is no need for such policy.
42
TVS MOTOR COMPANY LIMITED

PRINCIPLE 1: BUSINESSES SHOULD CONDUCT AND GOVERN THEMSELVES WITH INTEGRITY, AND IN A MANNER
ETHICAL, TRANSPARENT AND ACCOUNTABLE.

Essential Indicators:
1. Month / Year of last review by Governance Structure / top management of performance of the business
across the Principles and Core Elements of the Guidelines:
January 2021.
The Company reviewed the new talents hired, their skills and competencies for future business solutions of
the Company and Key areas identified for strengthening the organisation.
The Nomination and Remuneration Committee also reviewed the key priorities including other future thrust
areas and skills and competencies of recruits in recent past, from global as well as from premier Indian
institutes.
2. Percentage Coverage of leadership team by awareness programmes on the Guidelines:
a. In reporting year : 100 % of the functional heads are covered by awareness programmes on the
Guidelines at all times.
b. Total to date : 100 %
3. Percentage of suppliers and distributors (by value), in the year:
a. Covered by awareness programmes for the Guidelines - 100 % of the suppliers
b. Had responsible / sustainable business policies in place? - 100 %
4. Number of meetings / dialogues with minority shareholders that were organized in the year:
Nil
5. Number of complaints received on any aspect of the NGRBC in the year from:
a. Shareholders / investors – Nil
b. Lenders – Nil
6. Number of the above complaints pending resolution at close of year:
Not Applicable
7. Value of non-disputed fines / penalties imposed on your business by regulatory and judicial
institutions in the year?
Nil
8. Number of complaints / cases of corruption and conflicts of interest that were registered in the
year?
Nil
9. Details of unmet obligations (fiscal, social, etc.) arising out of any benefits or concessions provided
by the Central, State or Local Governments:
Nil

Leadership Indicators:
1. Percentage coverage of all employees by awareness programmes for the Guidelines:
a. In reporting year - 100 % of the functional heads
b. Total to date - 100%
The reporting under the guidelines are ensured by the functional heads and the awareness programme for
the guidelines was conducted to the said functional heads.
2. Percentage of suppliers and distributors (by value) covered by social and environmental audits:
a. In reporting year - 23 numbers of suppliers/recyclers in orange and red categories of industries
were audited.
b. Total to date - 52 (last 4 years)
43
TVS MOTOR COMPANY LIMITED

3. Was report on responsible business conduct made, in the year:

a. As per mandatory / global reporting frameworks - The Company publishing the report every year on
National Guidelines on Responsible Business Conduct. The Company also compile the indicators
conforming to Global Reporting Initiative Standards (GRI).
b. Available in the public domain - Yes. The Business Responsibility Report (BRR) for 2020-21 is available
on Company's website. The report made in-line with GRI standard for reporting to the management
purpose, is not available in public domain.
c. Assured by a third party - The above reports are not assured by third party.
4. Details of non-disputed fines / penalties imposed on your business by regulatory and judicial
institutions in the year available in public domain:
Nil
5. Provide examples (up to three) of corrective action taken on the above fines / penalties imposed.
Not Applicable.
6. Provide examples (up to three) of corrective action taken on the complaints / cases of corruption
and conflicts of interest to prevent recurrence.
No cases - Hence, not Applicable

PRINCIPLE 2: BUSINESSES SHOULD PROVIDE GOODS AND SERVICES IN A MANNER THAT IS SUSTAINABLE
AND SAFE

Essential Indicators:
1. List top three goods / services (revenue in the year) which incorporate environmental and social
concerns, risks and / or opportunities in their design.
TVS Scooter - The Company has been pursuing actively in projects related to weight reduction through
design optimization, alternate materials and 3.0 kg weight reduction has been achieved in TVS Scooter
model during FY 2020-21. This has led to an estimated potential savings of 5,200 tonnes of CO2 per annum
during manufacturing phase of product lifecycle.
TVS XL 100 - is the vehicle under moped category. Continuous efforts are made to increase fuel economy
of the products and due to such sustained efforts, the average product fuel efficiency has increased by
about 3% during FY 2020-21 when compared to FY 2019-20.
Similarly, there is fuel economy increase of about 2-4% across Company products. Reduction in fuel
consumption also reduces the country's dependence on import of gasoline. With increase in fuel economy,
there will be corresponding reduction in the CO2 emission during use-phase of product lifecycle. The Company
has reduced CO2 emissions during use phase upto 3% (per km) during the reporting period.
Engine Oil - The Company has developed new synthetic engine oil having 100% higher drain interval i.e.,
from 3,000 km to 6,000 km for after-market sales. This leads to conservation of petroleum products during
the use phase.

Risks and Opportunities:

iQUBE - The Government of India is publishing policies on Electric Vehicles to improve air quality, climate
change mitigation and reduce import of petroleum products. The Company has expanded the market presence
of iQUBE, an electric vehicle, in Bengaluru and New Delhi, to reach out to many customers.
Biofuel blended Gasoline Vehicles - The Ministry of Petroleum and Natural Gas along with NITI Aayog
has given roadmap for implementation of E10 (Ethanol 10% + 90% Gasoline) pan-India in near future. The
Ethanol blending will reduce the import of petroleum products. All the products are designed and developed
with E10 fuel compatibility.

44
TVS MOTOR COMPANY LIMITED

2. Details of investments in specific technologies to improve the environmental and social impacts
(top three by value):
• The Company continued its funding for the product development of Electric Two-wheeler and
Three-wheeler.
• Investments have been made in developing advanced technologies for reduction in tailpipe emissions
OBD II, increasing fuel economy, light weight technologies and bio-fuel compatible products.
• The Company has invested in new technologies for elimination of hazardous chemicals from the
components used in the products. The Company has adhered to the internal standard developed
considering various national and international regulations, as applicable viz., Stockholm convention,
Restriction on Hazardous Substances (RoHS) regulation.
• The Company has invested over INR 100 Cr in R&D activities for the development of technologies
mentioned above.
3. Percentage of input material and services (by value), in the year, sourced from suppliers adhering
to internal or external sustainability standards / codes / policies / labels
100 %
4. Percentage of total raw material consumed in the year (by value) that consisted of material that was
recycled or reused ( a.<5% ; b. between 5%& 25%, c. > 25%):
Between 5 and 25%.
5. Describe the process in place to safely collect, reuse, recycle and dispose of your products at
end-of-life:
Company's products are designed with higher recyclability and recoverability rates, and has following features
that promotes recycling-
• Company's products have recyclability rate between 85-90% and recoverability rate between 90-95%
• Recyclability symbol marking on the plastic parts (more than 100g component) for easy identification
during recycling.
• The Company restricts the use of "hazardous chemicals" in the components used in its products. An
internal standard is created considering various national and international laws on hazardous substance.
• Batteries used in products have recycling symbol marked. After end-of-life, these batteries will reach
recyclers through the dealers and channel partners.

Leadership Indicators:
1. For goods and services that incorporated environmental and social concerns, give details of:
a. Resource use (energy, water, raw material) per unit produced in the year:
Resource use per unit produced in the year:
• Energy : 0.19 GJ / vehicle
• Water : 158 litres / vehicle
• Material -
Ferrous Metals : 74 kg / vehicle
Non-Ferrous Metals : 24 kg / vehicle
Non-Metals : 19 kg / vehicle
Paint : 1.38 kg / vehicle
b. Reduction in resource use covering sourcing, production and distribution in the year:
Reduction in resource use:
i. Sourcing: 4% of reduction through value engineering
ii. Production:
• The Company has reduced 10% specific paint consumption when compared to previous year.
This was achieved through transfer efficiency improvements by robot parameter optimization,
robot coverage enhancement by path fine-tuning, rework reduction, pre-lacquered sticker
introduction and wastage reduction during colour change-over.
45
TVS MOTOR COMPANY LIMITED

• The Company has reduced 21% specific water consumption when compared to previous year.
Company's approach has been "Demand side Water management" which best utilizes the
available water. The water management framework has - water resource management, water
distribution & supply management, management of water by end-users and finally waste water
management.
• The renewable power contributes to 84% in overall share of power. Out of which 76% of energy
utilized from wind power and 8% of energy trapped from solar. These initiatives of renewable
energy resulted in CO2 emissions reduction of 58,812 tons during 2020-21.

iii. Distribution:
1) Optimized route for trucks from plants and Authorised Ware Houses to dealers - 248,776 Litres
of diesel saved per annum.
2) Increased utilization of trucks carrying Finished Goods - 1,78,300 Litres of diesel saved.
3) Plastic consumption reduction through Value addition and Value Engineering (VAVE) -
Elimination of vehicle packing cover & Kitting packing cover - 38 tonnes per annum plastic
consumption reduced.
4) Overhead conveyor for Finished Goods (FG) movement- Elimination of FG movement through
diesel vehicle - 12,000 Litres of diesel saved.

c. Sustainability standards / codes / labels adhered to:

Following Sustainability Standards / codes / labels adhered:
• Labels related to emission standards.
• Recyclability symbol on the Plastic parts as per ISO 11469.
• Battery disposal instructions.
• RoHS compliance on the premium products.
• Reusability, Recyclability and Recoverability (RRR) rate values calculation (recoverability rate
between 90%-95%) as per ISO 22628.
• International standards for hazardous chemicals restriction (AIS 129, Directives 2011/65/EC,
EC 1907/2006, 2000/53/EC).
• Compliance to Central Motor Vehicles Rules (1989), Applicable Automotive Industry Standards
(AIS), Bureau of Indian Standards (BIS) and International standards for raw material.
• FAME II Label.

d. Product life cycle assessment

Life Cycle Assessment (LCA) is conducted considering raw material extraction, manufacturing, assembly,
logistics, use phase and final disposal for our products.
Information on the impacts of your products across the value chain communicated to:
a. To which stakeholder groups?
Customers, Dealers, Suppliers, Internal stakeholders (employees), Trade Unions, Local Communities,
Recyclers, Certifying agency, Government bodies, Investors and shareholders.
b. By which channels for each group?
1. Customers -
User manual, service manual, social media, mobile applications, Company website, labels on the
product.
2. Dealers -
Information passed through training, Service Manual, Newsletters, General body meeting.
3. Suppliers -
Design documents, Internal Standards, E-business portal, personal interaction, site visit and
e-communication.
46
TVS MOTOR COMPANY LIMITED

4. Employees -
Internal Standards, Homologation requirements, training, Employee survey, Company general
meetings, Quarterly magazines, Acts / Laws / Rules laid by Government of India.
5. Recyclers -
Recycling symbol marked on the parts.
6. Certifying Agencies & Government bodies -
Test reports, Compliance reports.
7. Investors -
Annual Reports, Investor meets, Media releases, Company website
8. Local Communities -
Through CSR activities
c. At what frequency?
Annually, quarterly, monthly and need based.

2. Provide examples (up to three) on how the feedback received from stakeholders is used for
improvements:
• Fuel Economy- Considering market survey and customer research inputs, the Company optimizes
various product performance parameters to achieve higher fuel economy. This helps in reduction of
consumption of gasoline during use phase. Overall, 2-4% of fuel economy increase across all its products.
• Weight reduction- With continuous efforts, weight reduction in TVS Scooter upto 3 kg achieved through
design optimization, usage of advanced materials and technologies.
• E10 Compliant vehicles- All the products are designed and developed with E10 fuel (10% Ethanol
blended Gasoline) compatibility.

PRINCIPLE 3: BUSINESSES SHOULD RESPECT AND PROMOTE THE WELL-BEING OF ALL EMPLOYEES,
INCLUDING THOSE IN THEIR VALUE CHAINS.

Essential Indicators:
1. Complaints received on cases arising out of discrimination and Number of complaints received in
the year:
During the reporting period, the Company has not received any complaints relating to discrimination.
As a part of orientation to new recruits, an induction programme is conducted on "Code of Conduct (CoC)"
CoC is acknowledged by every individual in a signed hardcopy. In addition, refresher programs are conducted.
CoC clearly states that the Company is an equal opportunity employer and prohibit any kind of discrimination /
favouritism on the basis of gender / region / religion / race / caste / colour and is abided by laws of the land.
2. Number of the above complaints pending resolution at end of the year:
Not applicable as the Company has not received any complaints during the reporting period.
3. Percentage of permanent employees who are members of the employee association(s) recognized
by the management:
100% of permanent employees are members of TVS Motor's Employees Union affiliated to INTUC.
4. Percentage of your establishments / value chain that has been audited in the year for - a. Child
labour; b. Forced / involuntary labour:
100% of the Company's establishments follow the Company's recruitment policy of considering only persons
completed 18 years of age and the age is validated through Government authorized certificates. Accordingly,
engagement of child / adolescent labour is NIL at all Company's establishments. This is 100% ensured
through the Company's internal audit system.

47
TVS MOTOR COMPANY LIMITED

All Company's service providers are included in the certificate of registration which is a Government issued
document and hence forced / involuntary labour is NIL at all its establishments. A separate agreement is
entered into each of service provider in line with the above. This is 100% ensured through monthly inspection
of documents of service providers.
Similar kind of system is available with others in the value chain viz., suppliers and dealers, wherein need
based audits are conducted.
5. Number of cases of child labour in your establishments/ value chains identified to date - a. Resolved;
b. Pending resolution:
There are no cases of child labour during the reporting period.
6. Number of cases of forced / involuntary labour identified to date - a. Resolved; b. Pending resolution:
No cases reported.
7. Percentage of your employees that were paid above the legal minimum wage in the last year:
100%. Majority of employees are above the legal minimum wage limit as agreed through long-term wage
settlements for Company's Workforce and market/industry benchmark for Executives and Managers. Stipends
for trainees are fixed above legal minimum wage limit for attracting talent from campus / market.
8. Ratio of the highest salary paid to the median salary paid amongst your permanent employees:
Refer Annexure V to the Directors Report for the year 2020-21.
9. Number of cases of delay in payment of wages during the year - a. Resolved; b. Pending resolution:
Nil. Wages for employees are paid on or before last working day of the month. Stipend for trainees is paid
on or before 7th day of every month. Wages for contract workforce is ensured to be paid through Service
providers on or before 7th day of every month. The above was adhered to during lockdown and subsequently
despite CoVID-19 pandemic situation.
10. Number of complaints related to harassment to date - a. Resolved; b. Pending resolution:
The Company has not received any complaints relating to harassment during the reporting period. The
Internal Committee (IC) meets regularly towards reviewing issues raised and solved on harassment. It also
submits its annual report as stipulated by the Prevention of Sexual Harassment (POSH) Rules. 100%
employees are covered on POSH training through e-module / orientation capsule.
11. Percentage of employees (all categories) trained on health and safety issues and measures -
a. In the year; b. Total to date:
100% of new recruits in all categories including Workforce, Executives and Managers undergo health and
safety orientation before being deployed.
100% of contract workforce is also provided health and safety orientation periodically. In addition, regular
and scheduled role-based, process-based health and safety programmes are conducted for employees.
As a special drive, over 9,733 personnel in the Company's value chain covering Employees, Employee
families, Suppliers and Service Providers were trained on road safety awareness.
During lockdown due to pandemic, Company's Occupational Health Centre (OHC) provided 24 x 7 support
to employees and their families. Counselling was done to patients and family members through online and
tele-consultation. Company's medical team assisted employees and their families for hospitalisation pan
India and for home-care. The team ensured supply of regular medicines to employees living in Hosur and
Mysuru. The Company has donated Personal Protective Equipment (PPE) to Government hospital and ESI
hospital, Hosur.
Post lockdown, all employees were screened while onboarding to duty. Homeopathy medicines, immunity
boosting medicines were distributed to all employees. Towards creating awareness about CoVID-19, online
sessions were conducted with experts. Also, awareness videos, newsletter and posters were shared with
employees.

48
TVS MOTOR COMPANY LIMITED

Influenza immunization was done to employees under high-risk categories including those in field. Currently,
we have taken-up a major drive for CoVID-19 vaccination in collaboration with local health authorities for
employees and their families who are 45 years and above (in-progress).
"TVS ICE" (ICE - In Case of Emergency)- a mobile app developed to provide support to employees and
families during crisis with turn-around time of 24 hours.
"Health Wholesome"- an initiative to have a constant connect with employees through messages, videos
and webinars on health and safety. This also includes tie up with hospitals, support during crisis for self and
family members. Through this platform, union president also addressed to employees and their families.
Since July 2020 till date 26 sessions were conducted covering about 2,800 employees.
"Your DOST" - employee mental health awareness and consultation support 24 x 7 by experts / professionals
in the field of stress management, confidence building, relationships, career coaching and sexual wellness
has been introduced in January 2021. Close to 300 employees and their family members have benefitted
by way of individual consultations. In addition, 9 information sessions were conducted benefitting over
1,000 employees.
12. Percentage of employees provided training and skill upgradation - a. In the year; b. Total to date:
TVS Institute for Quality and Leadership (IQL) is the Corporate University of the Company and its Group
Companies, certified by Global Council of Corporate Universities (Global CCU). TVS-IQL is responsible for
supporting change and transformation of people, culture and processes towards institutionalizing learning
for individual and collective contribution towards future challenges.
The Company place high importance to develop its employees. The Company provide training to each and
every employee inducted and as a routine skill up-gradation is also done. During the reporting, the institute
delivered over 110 role-based competency training programs. In this 1,000+ employees were trained across
the functions covering 77% of role-based competencies through combination of self-learning and virtual
instructor lead training sessions.
250 identified Executives and Managers were trained for certified courses in Technology, Future Mobility,
Data Analytics through relevant tools & techniques. The Company has developed an online learning platform
to enable self-learning opportunities for all the employees under topics- functional skills, behavioral skills,
innovation and sustainability. This was done through curated content from subscribed e-Learning platforms
such as Actuate and 1-Hour learning solutions. The Company has sponsored 80+ Executives and Managers
for the virtual training programs through external partners on different topics.
Post pandemic, every single person entering the premise is being trained on "CoVID-19" awareness and
practice to follow "CoVID-19" protocols. Exodus during pandemic created resource deficit across the supply
chain. To address this challenge, we provided skill training and skill up-gradation training to more than
3,500 people. In addition to that, we extended skill training across the supply chain.
The details of training to employees, suppliers, service providers and visitors are given below:
• Training on "CoVID-19" protocols:
- No of Employees : 100% (9785 persons)
- No of Service providers : 100% (1255 persons)
- Suppliers and Visitors : 100% (1735 persons)
• Employee's skills training : 100% (7250 persons)
• Employee's redeployment : 11.4% (548 persons)
• Suppliers' skill training : 196 persons

Leadership Indicators:
1. Categories of employees (list up to three) supported by affirmative action, and has there been any
change from the previous year:
Workforce, Executives and Managers are the three categories of employees. Continuous efforts are made
towards affirmative actions as and when opportunities arise for recruitment / engagement of Workforce,
Executive and Managers.
49
TVS MOTOR COMPANY LIMITED

During reporting period, towards improving inclusivity, 4 sensitization workshops on working with "Persons
with Disability (PwD)" were conducted for managers, teams and support staffs covering 200 employees. In
January 2021, 20 persons with speech and hearing impairment joined the workforce as trainees at Hosur
plant.
"Flying Lessons"- a coaching and mentoring program was rolled out towards developing women leaders in
the Company, covering 23 women employees.
"Beyond Prism" - unconscious bias workshops were conducted for managers to sensitise them on the
subject of gender diversity. During the reporting period, 4 such workshops were conducted covering over
100 senior managers.
Workshops for women employees organized to support them on managing work-life balance, parenting
while children at home and managing expectations at workplace during pandemic. About 250 women
employees and families benefited.

2. Percentage of non-permanent employees that are linked to any standing platform / association:
For 100% of non-permanent employees, the Company has different platforms as mentioned below:
a. Trainees / Temporary workforce: Contact programmes are scheduled and conducted periodically to
feel the pulse on "Things Going Right (TGR)" and take action on "Things Going Wrong (TGW)".
b. Contract workforce: Apart from periodic connect programme, annual 'Partners in Progress Meet' is
leveraged to obtain feedback and take correction and corrective actions.

3. Percentage of children identified as employed in your establishments / value chain that have been
remediated - a. In reporting year; b. Total to date:
No cases of child labour. As a system lock, hiring process allows only adults aged 18 years and above.
As a part of daily management, entry into the premises is allowed for personnel aged 18 years and above.
For supplier and service providers, this requirement is mentioned as one of the clauses in our business
agreements.
4. Percentage of forced / involuntary labour identified in your establishments / supply remediated -
a. In reporting year; b. Total to date:
NIL.
Engagement of Employees, Suppliers and Service Providers is through contract of employment and
agreement which contains the clause for separation by giving notice on either side.

5. Examples of steps taken (up to three) to prevent adverse consequences to the complainant in the
case of harassment cases:
As enumerated in Code of Conduct, all complaints, enquiries and investigations are treated with confidentiality
and the protection to whistle blower is also assured. Needless to mention, any attempts to intimidate the
whistle blower is also treated as violation of Code of Conduct and communicated to all employees. Information
revealed by the committee is strictly on a need-to-know basis. The process followed is with Principles of
Natural Justice, maintaining anonymity of the employee.

6. Percentage of supply chain partners (by value) that were assessed for adherence to health and
safety practices:
100% of the suppliers and service providers. In addition, key fabrication suppliers were assessed on
occupational health and safety requirements. CoVID-19 unlock guidelines implemented at the Company's
supply chain were also assessed. More than 25,000 dealer staff were trained on CoVID-19 restart guidelines
to support their office premises, colleagues as well as customers.
7. Describe the work-life balance issues (up to three) that were brought up by employees:
a. Being a manufacturing industry, "Work From Home (WFH)" was not in vogue prior to pandemic. However,
WFH was introduced in all departments other than shopfloor towards business continuity. While following
'Work From Home' pattern, guidelines on working hours and conduct of review meetings not clear.
50
TVS MOTOR COMPANY LIMITED

b. The Company has the policy of leave encashment beyond the prescribed limit and annual payment of
LTA and education allowance which were withheld for 3 months due to business uncertainty.
c. Tuck Shop, Coffee Points and snack vending machines were suspended for 9 months, considering the
pandemic situation. There were demands from employees to restart the above.

8. Examples (up to three) of identified work-life balance topics that have been implemented:
a. Employees were facilitated to set-up office at home by extending laptops, home-office furniture on
concession, internet connectivity at discounted rates benefitting over 2,200 employees. WFH guidelines
as "Remote Working Guidelines" were benchmarked with other manufacturing companies and formulated.
The guidelines included timings on review meetings, virtual meeting etiquettes, special consideration
for parents with young children etc. This was communicated to all employees through employee portal-
"HR Connect". Monthly Work Pattern (MWP) was introduced to ensure not more than 50% employees
at office premises.
b. During the months when leave encashments, LTA, educational allowance was withheld, we granted
salary advance requests. LTA and educational allowance were paid to employees during August 2020.
Leave encashments to employees were paid in December 2020.
c. Adhering CoVID-19 guidelines, Tuck Shop, Coffee Points and snack vending machines were restarted
in January 2021.

PRINCIPLE 4: BUSINESSES SHOULD RESPECT THE INTERESTS OF, AND BE RESPONSIVE TO ALL ITS
STAKEHOLDERS

Essential Indicators:
1. List of stakeholder groups that have been identified as key to your business:
Customers, Dealers, Employees, Policy Makers, Government, Regulatory bodies, Shareholders, Investors,
Suppliers, Trade Union, Media and Local community.

2. Positions / departments / functions responsible for engagement with each stakeholder category
identified above?
• Customers & Dealers: Marketing, Sales & Service.
• Community: CSR wing.
• Policy Makers, Government, Trade union and Employees: Human Resource Development.
• Suppliers: Central Purchase (CP), Central Procurement Group(OPN), Supplier Quality team (QAD).
• Media: Corporate Communication Department.
• Investors: Finance and Secretarial Department.

3. Number of stakeholder groups that were formally engaged on environment and social issues in the
last year:
During pandemic and subsequent lockdown, around 4,000 neighbouring villages were supported with
disinfection, provision of gloves, face mask and face shield. The Company factory canteens were operated
to for distribution of food packets to frontline health workers and support staffs. Overall 12,25,000 food
packets were distributed during this period. Continuous awareness and education on CoVID-19 was provided
in the surrounding villages.

4. Percentage of input material and services (by value), in the year, that were procured from local and
small vendors / producers:
92% of the input is sourced from local vendors (within India).
9% of the input is sourced from MSME suppliers.

51
TVS MOTOR COMPANY LIMITED

Leadership Indicators:
1. Frequency of engagement with each stakeholder group:
Daily, Weekly, Monthly, Quarterly, Yearly- Based on the needs and Key Performance Indicators (KPI)
review schedules.
2. Examples (up to three) of how the business has incorporated inputs from stakeholders:
Customers: The Company has strong team which gathers information through market survey, customer
research, etc. It has developed its own methodology for this purpose. The Company incorporates these
inputs for design & development of new products and also to upgrade the existing products. e.g. Fuel
Economy- Considering market survey and customer research inputs, the Company optimizes various product
performance parameters to achieve higher fuel economy. This helps in reduction of consumption of gasoline
during use phase. Overall, 2-4% of fuel economy increase across Company's products.
Suppliers: Following activities were carried out after taking input from suppliers-
a) Constant communication and information sharing:
Web portal called "tradewithtvs.com" is run by the Company and actively used for sharing Quality &
Delivery performance and payment status to supplier. This is a live information sharing portal enabling
communication with suppliers.
b) Enhanced collaboration through regular supplier meets:
For speeding up the developmental milestones in new product development the Company enhanced
early collaboration through conducting events like "supplier day conferences"
c) Chronic supplier improvement:
The Company is running TPM, Quality System improvement programs and sustainability audits with
identified suppliers for enhancing their production, quality and sustainability performance for mutual
benefit.
Dealers: The lockdown on account of the CoVID-19 pandemic, all channel partners were affected including
dealers. Especially when operations resumed in May 2020, the Company extended the warranty period for
vehicles by realigning the claim process after taking into account the feedback received from dealers.
Employee: To address the concerns of employees during the CoVID-19 pandemic lockdown period an app
was developed by the Company's IT team. Through this app, the employees were given an access to
update their emergency requirements (medical attention, cash requirements and certain essential goods)
on a daily basis which were handled appropriately by the CoVID committee members.

3. List of the vulnerable and marginalized groups in each stakeholder group:

Community - villagers and economically deprived children and women.

4. Examples of decisions and actions taken by the business to address the interests of vulnerable /
marginalized groups:
• Company has taken initiatives under CSR, focusing on key areas of Economic Development, Health,
Education, Infrastructure, Environment, Social and Cultural Development.
• Company had conducted Police Camps through dealer channels to complement their efforts during the
fight with CoVID-19.
• Company also provided Road Side Assistance support through dealer team by arranging "Covid support
passes" to attend customers in distress, in case of vehicle being off-road.
• Company distributed 1 million masks during CoVID crisis.
• 6,500 meal packets per day were distributed to poor & needy / People Below Poverty Line / medical
staff / Police.

52
TVS MOTOR COMPANY LIMITED

PRINCIPLE 5: BUSINESSES SHOULD RESPECT AND PROMOTE HUMAN RIGHTS

Essential Indicators:
1. Percentage of employees that have been provided training on human rights issues - a. In the year;
b. Total to date:
The Company has put in place a Code of Conduct that covers Human rights issues and is applicable to all
employees to adhere and uphold the standards contained therein.
E-module has been developed and deployed.
2. Employee categories that are covered by the human rights policies of the business - Permanent /
Contract / Casual:
All categories of employees viz., Permanent / Contract & Casual are covered by the Human Rights Policies.
3. Number of business agreements and contracts with third party partners that were reviewed in the
year, to avoid complicity with adverse human rights impacts in the previous year:
100% of business agreements are reviewed so as to ensure protection of Human Rights.
4. Stakeholders groups governed by the grievance committee for human rights issues:
The grievance committee meets periodically to review complaints raised if any through e-mails or otherwise
from any of its stakeholder groups viz., employees, visitors, suppliers, and service providers etc.,
5. Number of stakeholders that reported human rights related grievances and/or complaints - a. Received
in the year; b. Pending resolution:
Nil

Leadership Indicators:
1. Percentage of contractual employees and value chain partners that have been made aware / provided
training on human rights issues - a. In the year; b. Total to date:
Contract workforce are engaged through professional service providers.
Contract agreements comply with all statutory labour laws including POSH.
Service providers and contract workforce are periodically provided with orientation on human rights aspects.
2. External stakeholder groups and representatives that are covered by the human rights policies of the
business:
All contract agreements with stakeholders have clauses pertaining to Industrial & labour laws compliance,
which takes care of human rights.
A separate Human Rights Policy is being drafted.
3. Stakeholder groups that have been made aware of the grievance mechanisms for human rights issues
- a. During the year; b. Total to date:
100% of stakeholders have been made aware of the grievance mechanism for any issues including human
rights with clear redressal process.
[email protected] is an exclusive email ID created for this purpose.
In addition, the following programmes enable picking up early warning signals and taking action closer to the
source of occurrence.
• Employee Contact Program - Monthly.
• Open Door Policy.
• Plant Committee Meeting - Monthly.
• Workers participation through various committees which meet periodically / monthly.
• Need based meetings with Union.
• Focus group discussion with middle level managers - Quarterly.
• Women resource group meet - Quarterly.
• CEO connect - Quarterly.
• JMD connect with new joiners - Annually.
53
TVS MOTOR COMPANY LIMITED

4. List (up to three) corrective actions taken to eliminate complicity with adverse human rights impacts
in the last year.
Nil
5. Provide (up to two) examples of a business process being modified / introduced as a result of
addressing human rights grievances / complaints.
Not Applicable.
6. Provide details of the scope and coverage of any human rights due-diligence conducted during the
year.
Nil

PRINCIPLE 6: BUSINESSES SHOULD RESPECT AND MAKE EFFORTS TO PROTECT AND RESTORE THE
ENVIRONMENT.

Essential Indicators:
1. Material risks of potential or actual adverse impacts upon the environment and communities by the
business:
a. Identified in the year:
The Company has identified hazardous chemicals that pose risk to the environment as well as to the
society.
- Restriction of Hazardous Substances (RoHS) Directive - 2011/65/EU - Identified in FY 2018-19.
- Persistent Organic Pollutants (POPs) India - Identified in the FY 2018-19.
b. Mitigation and adaptation measures put in place for the above environmental risks:
The Company has prohibited the use of hazardous chemicals that pose risk to the environment as well as
to the society-
• Heavy Metal Restriction (HMR) - As per AIS 129.
• Persistent Organic Pollutants (POPs) as applicable.
The Company strictly adheres to internal material standard that lists all the prohibited and declarable
substances. Further, continuous training is imparted to suppliers and internal teams for compliance.
Towards resource conservation-
• With the advanced simulation tools and rapid prototyping, the product designs are optimized
continuously for weight reduction, CO2 reduction and performance enhancement.
• The Company has developed extended drain interval oil - from 3000 km to 6000 km (100%
improvement). Hence oil change frequency has been reduced by half over the life cycle of the product,
thereby conserving the fossil fuel-based lubricants (petroleum product).
• The Company optimizes various performance parameters to improve the fuel economy of the vehicles.
This helps in reduction of consumption of gasoline during use phase. This activity is a continuous
process and the Company is committed to deliver the best-in-class fuel economy for the product.

2. Good practices (up to three) in reduction, recycling and reuse initiatives that contributed to lowering
the adverse environmental footprint of your business activities:
• Considering life cycle of the vehicle, the highest impact of the vehicle is during its "use phase" and it is
90% of total emissions. All the products are BS-VI compliant and the Company is committed to lower
emissions from the products. The Company also has an electric vehicle which has zero tailpipe emissions.
The Company has developed bio-fuel based vehicle. These bio-fuels are considered to be Carbon neutral.
• As discussed in Principle 2, the Company puts continuous efforts to reduce the fuel consumption during
use phase and weight reduction of the vehicle.

54
TVS MOTOR COMPANY LIMITED

• Recycling symbols are marked on the plastic parts (above 100 g) in the vehicle, which will be helpful for
easy segregation of plastics for recycling.
• Usage of re-grind content in some of the plastics parts (upto 10%), and 100% recycled rubber material in
3-wheeler floor board mat.
• The Company is in the process of reducing the usage of hexavalent chromium passivation, which is a
carcinogenic chemical. Trivalent chromium passivation is being implemented in the newly developed
parts in the upcoming products. The parts that were developed during FY 2020-21 do not contain hexavalent
Chromium passivation.

3. Examples of any collective action by your business with other businesses / NGOs / government
agencies / international partners / development institutions undertaken to address any of the
environmental risks opportunities identified above:
• The Company is working with two agencies for recycling of end-of-life Li-ion batteries, which are generated
during design stage, testing and manufacturing. Through recycling, the valuable metals like Lithium, Nickel,
Manganese, Cobalt etc., are recovered and reused again.
• The Company has collaborated with esteemed academic institutions towards resource conservation in new
product.

4. Details of any adverse orders in respect of any show cause / legal notices from CPCB/ NGT/ SPCB
received during the year:
Nil

Leadership Indicators:
1. Information on environmental impact assessments undertaken in the year:
a. Have the results been communicated in the public domain.
b. Provide details of any actions taken to mitigate any negative social impacts.
Necessity for Environment impact assessment did not arise.

2. Risk management strategies and measures for each material environmental risk identified for the
business:
a. Details of measures:
Risk Management Strategies:
Hazardous chemical elimination:
• The Company has created internal standard for prohibiting use of hazardous chemicals. This standard
is also shared with suppliers for compliance.
• Replacement of hexavalent chromium passivation with trivalent chromium passivation in the products.

Reduction of CO2 emissions:

The Company's policy and actions are principally aimed to reduce CO2 emission intensity. Following are
the major steps:
• Estimated CO2 reduction about 11,500 tonnes achieved through weight reduction in various Company's
products.
• Reduced CO2 emissions of the products by 2-4% on an average during FY 2020-21.
• CO2 reduction through alternate fuels- Vehicles compatible with bio-fuel blended petrol.
• Zero tailpipe emissions through sale of electric vehicle products.

55
TVS MOTOR COMPANY LIMITED

b. Targets and achievement values:

S.No Risk Target Achievement
1. Rapid migration towards low On-time implementation of upto Upto E10 compliant BS VI prod-
emission and alternate fuel ve- E10 compliant products ucts launched.
hicles.
2. Climate change risk arising Improve fuel efficiency and re- Fuel efficiency of the products
from Green House Gas (GHG) duce tailpipe emissions. increased upto 2-4%. Tailpipe
Emissions from product and emissions are also reduced.
manufacturing processes. The renewable power contrib-
Increasing share of renewable
energy utes to 84% in overall share of
power. Out of which 76% of en-
ergy utilized from Wind power
and 8% of energy trapped from
Solar. These initiatives of renew-
able energy resulted in CO2
emissions reduction of 58,812
tonnes during 2020-21.

3. Details of your specific contribution to India's Nationally determined Contributions (submitted

at UNFCCC COP21 in 2015):
The Company has a policy that addresses combating "Climate Change" by improving energy efficiency and
use of renewable energy. The Company's Energy Management System has already made significant progress
towards improving energy efficiency. The Company covers most of its electricity consumption with renewable
energies and is 84% during the reporting year. This initiative of renewable energy resulted in CO2 emissions
reduction of 58,812 tonnes during 2020-21.
The Company has aligned with country's NDC target with reference to CO2 emission reduction in transport
sector. Following steps were taken:
• Electric vehicles - The market for iQUBE EV product was expanded during FY 2020-21, thus providing
access to many potential customers.
• Alternate fuels - The Company has developed products compatible with ethanol blended gasoline
All the Company's products are E10 compliant. Developing alternate fuel compatible vehicle will reduce
the consumption of petroleum product and therefore reduce CO2 combustion. The Company has E100
compatible Apache 200 4V and a three-wheeler CNG vehicle in its product portfolio.
• Light weighting - The Company is dedicated to reduce the weight of the vehicles. Through Company's
continuous efforts, weight reduction is achieved across all key products (during FY2020-21). The weight
reduction has helped to reduce the CO2 during manufacturing stage.
• Energy (fuel) efficiency - The fuel economy of key products is increased by 2-4% through advanced
technologies, friction reduction and light weighting. This increase in fuel economy will reduce the
consumption of gasoline as well as CO2 emissions.

4. New businesses - products - services created to address the material environmental risks identified:
a. Information on businesses created:
Engine oil - Developed new synthetic engine oil having twice the drain internal period, i.e., it is
recommended to change the oil after 6000 km of use, instead of 3000 km.

b. Percentage of revenue contributed by these:

The revenue generated from the new synthetic oil is yet to be realized.

56
TVS MOTOR COMPANY LIMITED

5. Details of good practices cited in reduction, recycling and reuse initiatives benchmarked against
industry best practice:
• The recyclability rate and recoverability rate of Company's products are in the range of 85-90% and
90-95%, respectively.
• The Company has reduced 21% specific water consumption when compared with previous year.
Company's approach was "Demand side Water management" which best utilizes the available water.
The water management framework has - water resource management, water distribution & supply
management, management of water by end-users and finally waste water management.
• The Company has implemented Volatile Organic Compound abatement in paint baking oven through
Regenerative Thermal Oxidiser (RTO). The waste heat from RTO is recovered and reused.
• The chemical sludge from waste water treatment plant and paint sludge generated from paint application
are used for co-processing in cement industry.
• The Company also use solar energy for pre-heating of air used in paint baking oven.
• Refined and pressurize biogas generated from used-food is utilised in the kitchen.

PRINCIPLE 7: BUSINESSES, WHEN ENGAGING IN INFLUENCING PUBLIC AND REGULATORY POLICY, SHOULD
DO SO IN A MANNER THAT IS RESPONSIBLE AND TRANSPARENT

Essential Indicators:
1. Review public policy advocacy positions by the governance structure for consistency with Principles
of these Guidelines a. Frequency; b. Month / year of last review:
The Company works closely with leading Industry Associations and Chambers of Commerce at International,
National, State and Local levels to advocate and pursue various causes that are in the larger interests of
industry, economy, society and the public.
From time-to-time these have been in areas such as economic reforms, corporate governance and transparency,
affirmative action, education and skill development, women empowerment.
The Company has a separate wing, viz., Srinivasan Services Trust (SST), which:
a. Works with Government education departments and local panchayats to improve education;
b. Introduces new income generation activities, increase in agriculture and better Livestock management;
c. Coordinates between local bodies, government and community to maintain a clean environment;
d. Provides easy access to Primary Healthcare and adoption of proper sanitation, hygiene and nutrition;
e. Supports government bodies in developing infrastructure such as roads, drinking water facilities and more;
and
f. Women empowerment through supporting self-help groups (SHGs) involved in income generation activities
to market their products.

2. Names of trade and industry chambers and associations that you are a member / affiliate of:
The Company is member of following:
• Confederation of Indian Industry (CII).
• Society of Indian Automobile Manufacturers (SIAM).
• Automotive Research Association of India (ARAI).
• SIAM - HCG (Human Capital Group).
• Bangalore Chamber of Industry and Commerce.
• Madras Chamber of Industry and Commerce.
• Baddi Barotiwala Nalagarh Industries Association.
• Employee Federation of India.
• Indo Japanese Chamber of Commerce and Industry.
• National Safety Council.
57
TVS MOTOR COMPANY LIMITED

3. Details of any adverse orders received from regulatory authorities for anti-competitive conduct by
your business:
Nil

4. Monetary contributions (if any) that have been made to political parties:
Nil

Leadership Indicators:
1. The public policy positions available in the public domain:
Skill Development:
The Company has tied up with 21 Vocational training centres and through a 3 months training course where
332 technicians were trained. Out of 332 technicians, 180 technicians had completed 3 months "On the Job
Training" (OJT) at Company's Dealerships. Out of which 104 Technicians were placed in Company's Dealer
workshops.
Details of any new tie up is published in local newspapers:
The institutes also distribute fliers and leaflets to nearby areas, cities and towns regarding the admission of
batches.

2. Examples (up to three) of any policy changes in the past year as a result of your advocacy efforts:
The Company through SIAM facilitated for release of draft guideline notification for setting up authorization
and operation of Authorized Vehicles Scrapping Facility (AVSF) with inputs from Automotive Industry standard
AIS-129 (End life of vehicles).

3. Details of corrective action for anti-competitive conduct, taken by the business based on adverse
orders from regulatory authorities:
Nil. The Company has not received any adverse orders from regulatory authorities for anti-competitive conduct.

PRINCIPLE 8: BUSINESSES SHOULD PROMOTE INCLUSIVE GROWTH AND EQUITABLE DEVELOPMENT

Essential Indicators:
1. Social impact assessments of your business operations conducted:
a. Number completed in the year?
The Company carries out its welfare and CSR activities through Srinivasan Services Trust (SST), the
CSR arm of the Company and also through other implementing agencies.
SST's intervention under CSR are mainly confined to individual and household level, the measure on the
impact are regularly made at village level internally through few indicators such as:
• Increase in community involvement on SST initiatives in villages as equal partner in the process of
change.
• Increase in the delivery of existing Government schemes and programs in villages which enable a
win -win situation for people and Government officials.
• Increase in the level of ownership by community towards sustainability of development created in
villages through community-based organizations.
b. Number conducted by an independent external agency.
No social impact assessment was done by external agencies in this year.

2. Examples of products, technologies, processes or programmes (up to three) that contribute to the
benefit of the vulnerable and marginalized sections of society:
• Facilitating formation of Self Help Groups (SHG) among rural women.
• Facilitating SHGs to avail credit facilities from banks.
58
TVS MOTOR COMPANY LIMITED

• Enabling farmers to utilize the benefit of Agriculture schemes announced by the Government.
• Enabling livestock owning families to utilize the benefit of veterinary schemes announced by the Government.
• Undertaking infrastructure repair works for Anganwadis, school, health centre, Veterinary centres, water
supply and water storage structures.
• Create awareness among villagers on the various social security schemes and assist them to avail the
scheme.

3. With respect to projects during the year for which Re-settlement and Re-habilitation (R&R) is applicable
- a. Number of persons that were affected / displaced by these projects; b Gross amount paid out to
project-affected and displaced persons:
Not applicable.

4. Details of investments (top three by value) in regions which are underdeveloped:

To implement the CSR activities the working areas are categorized into clusters based on geographical
division. The top three invested clusters during this year includes:
1. Thirukurungudi, Tamil Nadu - $ 158.25 lakhs
2. Hosur, Tamil Nadu - $ 110.24 lakhs
3. Padavedu, Tamil Nadu - $ 122.70 lakhs

5. Examples of goods and services (up to three) that incorporate local traditional knowledge:
The resource and skills available with the Company and employees are transformed to community for making
better quality produce such as:
• Concerting waste banana bark into value added product.
• Concerting palm leaf into handicraft product.
• Making of eco-friendly bags from jute.

6. Summary of the key themes covered by CSR initiatives (as per Section 135 of Companies Act, 2013)
or linked to the CSR Policy of the business:
• The Company's CSR initiatives towards developing a conduit between the government and local
communities, enabling people to access various government schemes and benefits.
• The attempt is to make people independent and drivers of change themselves. The idea is to eventually
convert individual beneficiaries into community leaders, who in turn motivate and guide others to bring
about social and economic transformation of communities.
• Development of rural communities requires a holistic approach where different aspects in an individual's
life need to be addressed.
• The economic well-being, education, social empowerment, health of the community and clean environment
are all interrelated. Improvement of any one parameter often results in a commensurate improvement in
others.

Leadership Indicators:
1. With respect to these social impact assessments
a. Results made available in the public domain:
The results of social impact assessments of SST is made available in its Website: www.tvssst.org.
b. Details of any actions taken to mitigate any negative social impacts:
No such negative social impact noticed. SST has in house planning, implementation and monitoring team,
which review the project activities in various locations at periodic intervals. The CSR team is flexible to
take forward the learning at every stage of the project and do course corrective measures.

59
TVS MOTOR COMPANY LIMITED

2. Numbers benefitting from such beneficial products, technologies or processes:

• 900 women SHG formed with 11,967 members.
• $ 34.94 Cr received as loan by women SHG members from banks.
• More than 25,500 farmers facilitated to attend the awareness program on Government schemes. 6,024
farmers benefitted on government schemes worth of $ 12 Cr.
• More than 24,000 livestock owning families facilitated to attend the awareness program on livestock.
15,772 families availed Government scheme worth of $ 7 Cr.
• More than 33,600 livestock owning families availed the veterinary care support from Government through
our intervention.
• 288 infrastructure works repaired/ improved.
• 449 families got direct benefit through WADI plantation.
• 37,575 people were given awareness on the Government Social Security Schemes. 19,306 availed both
State and Central Government schemes.

3. With respect to projects during the year for which R&R is applicable - a. Was the R&R package developed
in consultation with project-affected people; b. Information on gross amounts, made available in the
public domain:
Not applicable.

4. Channels / platforms used to communicate Information regarding resolution of grievances / complaints

from communities:
CSR team members lives in villages where welfare activities are carried out, in order to understand the needs
and receive feedback then and there.
Continuous interaction with community to understand the benefit and utility of various programs implemented
through SHG meetings, Gram sabha and meeting with various community based organisations.
Feedback from Government officials at local, block and district level on the effectiveness on implementation of
the Government welfare schemes and programs at grass root level villages.

5. Examples (up to three) of economic and social value addition in these underdeveloped regions:
• Community involvement for inclusive development: Treating the community as equal partners in the process
of change. They also play an active role on monitoring and evaluation.
• Facilitate and strengthen delivery of existing Government schemes and programs: enabling a win-win
situation for the local Government officials and institutions. Hence check and balance done by Government
departments.
• Empower CSR task force for achieving sustainable outcomes.

6. Examples where benefits of this local traditional knowledge being used by the business are shared
with the community:
The learnings in factories which are suitable for village environment, will always be utilized. Few such learnings
in Company shared with the community are:
• The needed resources including ideas, inspiration and funds may all be within reach but mobilization
is key.
• Identify the priority needs and focus to ensure the benefits of development.
• Effective targeting is key to achieve the maximum impact.

60
TVS MOTOR COMPANY LIMITED

7. Number of beneficiaries covered under your CSR projects (as per Section 135 of Companies Act,
2013), disaggregated by the vulnerable and marginalized group categories:
CSR coverage was to focus on enabling people to enhance the socio-economic status of 15.46 lakhs people
out of which 1.38 lakhs are tribal.

8. Examples of how the impact of your community initiatives contribute to local and national development
indicators:
• So far 66,000 women are enrolled by SST and enabled to make savings. 30,000 of them are involved in
income generation activities.
• So far 25,552 farmers sensitized on crop management practices and various schemes cum programs
through agriculture department and agriculture institutions.
• So far 57,816 livestock owning families made aware on the available veterinary care services, feeding
practice along with animal husbandry department and veterinary science universities.
• 1800+ structures (Schools, Anganwadis, Health centers, Veterinary centers) repaired / renovated for
effective utility.
• 350+ community structures improved for people utilization.
• Enhance water storage capacity of 276 minor irrigation tanks through desilting.
• Plantation of 6.40 lakh trees in community & private land through people participation and Government
intervention.

PRINCIPLE 9: BUSINESSES SHOULD ENGAGE WITH AND PROVIDE VALUE TO THEIR CUSTOMERS IN A
RESPONSIBLE MANNER

Essential Indicators:
1. Examples (up to three) where adverse impacts of goods and services of your business have been
raised in public domain:
Nil.
2. Percentage by value of goods and services of the business that carry information about:
a. Environmental and social parameters relevant to the product:
• User's manual - information on rideability, usage and service (100%).
• Recyclability and safe disposal symbol on batteries (100%).
• Mobile charging (100%).

b. Safe and responsible usage:

The Company provides user manual, warning stickers and tell-tale lamps to ensure customer safety
and efficient use of vehicle. Few examples are as detailed below:
• Warning on Mirror.
• Oil drain interval to inform the customers to change the engine oil to avoid damages to the vehicle and
run the vehicle more efficiently.
• Warning sticker - Not to mix oil with the petrol.
• Warning on speedometer.
• Engine RPM (safety).
• Recommended tyre pressure.
• Chain free-play check and adjust details.

3. Number of consumer complaints in respect of data privacy - a. Received during the year; b. Pending
resolution:
Nil
61
TVS MOTOR COMPANY LIMITED

4. Number of consumer complaints in respect of advertising:

a. Received during the year - Nil
b. Pending resolution - Nil

5. Number of consumer complaints in respect of delivery of essential services:

a. Received during the year - Nil
b. Pending resolution - Nil

Leadership Indicators:
1. Corrective actions taken on adverse impacts of goods and services of your business - a. Details;
b. Communicated in the public domain:
No complaints. Hence, not applicable.

2. List of national-international product labels / certifications being used by the business:

• Euro 3 to Euro 5.
• Bharat Stage VI.
• Japanese Industrial Standards.
• UJI TIPE - Type approval test, Indonesia.
• CCC - China Compulsory Certification, China.
• ANLA - Autoridad Nacional de Licencias Ambientales (ANLA), Colombia.
• PROMOT 4 - Programa de Controle da Poluição do Ar por Motociclos e Veículos Similares (Air Pollution
Control Program for Motorcycles and Similar Vehicles), Brazil.
• GSO - Gulf Standard Organization, Gulf Countries.
• ADR - Australia Design Rule, Australia.
• ANT - Agencia Nacional de Tránsito, Ecuador.
• JPJ - Jabatan Pengangkutan Jalan, Malaysia.
• DENR - Department of Environment and Natural Resources, Philippines.
• 3CV - CENTRO DE CONTROL Y CERTIFICATION VEHICULAR, Chile.

3. Channels, platforms where information on goods and services of the business can be accessed:
Official Website, user manual, service manual, authorised service centers, Social media and labels.
4. Steps taken to inform and educate vulnerable and marginalized consumers about safe and responsible
usage of products:
Service station personnel are comprehensively trained to educate vulnerable, marginalized and all types of
customers.
5. On complaints received in respect of data privacy and advertising, indicate what corrective actions
were taken to ensure that these do not get repeated.
No Complaints. Hence, not applicable.
6. Processes in place to inform consumers of any risk of disruption / discontinuation of essential services:
No Complaints. Hence, not applicable.

For and on behalf of the Board of Directors

Chennai VENU SRINIVASAN

27th April 2021 Chairman

62
TVS MOTOR COMPANY LIMITED

Annexure - VIII to Directors’ Report to the shareholders

Report on Corporate Governance
Disclosure Requirements) Regulations, 2015 (Listing
1. Company's philosophy on code of governance
Regulations), to have fifty per cent of its Directors as
As a TVS Group Company, the Company has a strong Independent Directors and also to have at least one-
legacy of fair, transparent and ethical governance practices. Woman Director.
The Company's philosophy on corporate governance is
The Board has seven Non-Executive Independent
founded on the fundamental ideologies of the Group viz.,
Directors (NE-ID) viz., M/s T Kannan, C R Dua, Prince
Trust, Value, Exactness and Passion for Customers.
Asirvatham, Hemant Krishan Singh, Lalita D Gupte,
The Company believes in ensuring corporate fairness, R Gopalan and Kuok Meng Xiong.
transparency, professionalism, accountability and propriety
The Board also has three Non-Executive
in total functioning of the Company, which are pre-requisites
Non-Independent Directors (NE- NID), viz., Prof. Sir
for attaining sustainable growth in this competitive corporate
Ralf Dieter Speth, Dr. Lakshmi Venu and
world. Obeying the law, both in letter and in spirit, is the
Mr H Lakshmanan.
foundation on which the Company's ethical standards are
built. The Company would constantly endeavour to improve Mr Sudarshan Venu, Joint Managing Director and
on these aspects. Mr K N Radhakrishnan, Director & CEO are the other
Executive and Non-Independent Directors. Thus, the
Good corporate governance, acting in accordance with the
composition of the Company's Board is in conformity
principles of responsible management which aimed at
with Listing Regulations.
increasing enterprise value on a sustainable basis, is an
essential requirement for the TVS Group. Non-Executive Directors are drawn from a wide range
of industries and backgrounds including financial
The Company's corporate governance philosophy has
services, and have a wealth of experience of complex
been further strengthened by adopting a Code of Business
organisations. Many of the Company's Board
Conduct and Ethics and Code of Conduct to Regulate,
members have experience of long-cycle industries,
Monitor and Report trading by Insiders for prevention of
which is of great assistance in understanding the
insider trading by the Directors and Designated Persons
industry in which the Company operates. The
and Code of practices for fair disclosure of unpublished
Company is committed to the diversity of the
price sensitive information.
Boardroom.
2. Board of Directors On 5th March 2019, the NE-IDs viz., M/s. T Kannan,
The Board of Directors (the Board), which consists of C R Dua, Prince Asirvatham, and Hemant Krishan
eminent persons with considerable professional expertise Singh were reappointed for the second term of 5
and experience, provides leadership and guidance to the consecutive years from 14th July 2019. Mrs Lalita D
management, thereby enhancing Stakeholders' value. Gupte and Mr R Gopalan, were appointed as
Additional and Non-Executive Independent Directors
2.1 Composition and category of Directors:
for a term of 5 years by the Board at its meeting held
The Board has sought to balance its composition and on 23rd October 2018 and 30th April 2019 respectively
tenure, and that of its Committees and to refresh them and the same were approved by the shareholders at
gradually from time to time so that they can benefit the AGM held on 22nd July 2019. The terms of
from the experience of longer serving Directors, and appointment of NE-IDs include the remuneration
the fresh external perspectives and insights from newer payable to them by way of fees and profit related
appointees. commission, if any.
On 24th March 2021, the Board has co-opted Prof. Sir As required under Regulation 16 of the Listing
Ralf Dieter Speth as an Additional and Non-Executive Regulations, it is also ensured that Independent
Non-Independent Director and Mr Kuok Meng Xiong Directors do not hold Non-Independent Directorship
as an Additional and Non-Executive Independent position in another company, where any Non-
Director of the Company, based on the Independent Director of the Company is an
recommendation of the Nomination and Remuneration Independent Director.
Committee.
In accordance with the provisions of the Act, 2013 and
Mr Rajesh Narasimhan, Director, has resigned as a the Articles of Association of the Company, since
Non-Executive Non-Independent Director of the Mr Sudarshan Venu and Mr K N Radhakrishnan,
Company with effect from the close of business hours Directors have been the longest in office, are liable to
on 24th March 2021 due to his various business retire by rotation at the ensuing AGM and being eligible,
commitments and increased responsibilities within the offer themselves for re-appointment.
group. The resolutions seeking approval of the Members for
As on 31st March 2021, the total strength of the Board the re-appointment of Mr Sudarshan Venu and
was thirteen members. As the Company has an Mr K N Radhakrishnan as Directors and for the
Executive Chairman Mr Venu Srinivasan who is the appointment of Prof. Sir Ralf Dieter Speth as
Chairman and Managing Director, the Board is Non-Executive Non-Independent Director liable to
required, in terms of the Regulation 17 of Securities retire by rotation and Mr Kuok Meng Xiong, as Non-
and Exchange Board of India (Listing Obligations and Executive Independent Director for a term of five
63
TVS MOTOR COMPANY LIMITED

consecutive years effective 24th March 2021 have foreign exchange exposures, risk management and
been included in the Notice of AGM along with brief mitigation measures, report on compliance of all laws
details about them. applicable to the Company, prepared by the Company
as well as steps taken by the Company to rectify
2.2 Board meetings: instances of non-compliances, if any, etc.
The Company, in consultation with the Directors,
Comprehensively drafted notes for each agenda item
prepares and circulates a tentative annual calendar
along with the pre-agenda materials, wherever
for meetings of the Committees / Board in order to
necessary, are circulated well in advance to the
assist the Directors for planning their schedules well
Committee / Board, to enable them for making value
in advance to participate in the meetings.
addition as well as for exercising their business
Board and Committee meetings through video
judgment in the Committee / Board meetings.
conferencing or other audio visual means were made
available to the Directors. As per the Companies Presentations are also being made by the business
(Meetings of Board and its Powers) Rules, 2014 heads on the Company's Operations, Marketing
(Fourth Amendment Rules, 2020) dated 30 th Strategy, Risk Management, Internal Financial
December 2020, meetings through VC were permitted Controls, etc., in Board / Audit Committee meetings,
for approving the restricted items of businesses and also by external experts wherever required.
including financial statements. The meetings are convened through i-Pads as an eco-
The Company, regularly places before the Board for friendly measure. All agenda papers for convening
its review, all the information as required under Part A meetings of the Board / Committees are being
of Schedule II to the Listing Regulations such as annual uploaded in digital mode well in advance.
operating plans, Capex budget and its quarterly During the year 2020-21, the Board met six times viz.,
updates, quarterly results, minutes of meetings of 28th April 2020, 28th May 2020, 29th July 2020, 29th
Committees of the Board and the Company's October 2020, 28th January 2021 and 24th March
subsidiaries, information on recruitment and 2021, and the gap between two meetings did not
remuneration of senior officers one level below the exceed one hundred and twenty days. Besides, the
Board, any significant development in Human NE-IDs held a separate meeting on 22nd March 2021,
Resources / Industrial Relations, Show-cause, in compliance with the provisions of the Act, 2013 and
demand and prosecution notices and penalty notices Regulation 25(3) of the Listing Regulations. All the NE-
which are materially important, quarterly details of IDs were present at the meeting.
2.3 Attendance and other directorships:
The details of attendance of the Directors at the Board meetings during the year and at the last AGM held on 29th July
2020 and other Directorships and Committee Memberships / Chairmanships as on 31st March 2021 are as follows:
Attendance Number of other Directorships,
Name of the Director Category particulars Committee Memberships / Chairmanships
(M/s) Board Last Annual Other Committee Committee
Meetings General Meeting Directorships* Memberships** Chairmanships
Venu Srinivasan (DIN 00051523) CMD 5 Yes 15 1 –
Prof. Sir Ralf Dieter Speth@ (DIN 03318908) NE-NID 1 NA 14 – –
Sudarshan Venu (DIN 03601690) JMD 6 Yes 4 1 –
K N Radhakrishnan (DIN 02599393) D&CEO 6 Yes 4 1 –
Prince Asirvatham (DIN 00193260) NE-ID 6 Yes – 1 –
C R Dua (DIN 00036080) NE-ID 6 Yes 14 5 2
R Gopalan (DIN 01624555) NE-ID 6 Yes 5 5 2
Lalita D Gupte (DIN 00043559) NE-ID 6 Yes 4 5 –
T Kannan (DIN 00040674) NE-ID 6 Yes 7 3 –
Kuok Meng Xiong@ (DIN 09117910) NE-ID 1 NA 13 – –
H Lakshmanan (DIN 00057973) NE-NID 6 Yes 17 4 3
Hemant Krishan Singh (DIN 06467315) NE-ID 6 Yes – 1 1
Dr. Lakshmi Venu (DIN 02702020) NE-NID 6 Yes 8 3 –
CMD : Chairman and Managing Director NE-NID : Non-Executive - Non-Independent Director
JMD : Joint Managing Director NE-ID : Non-Executive - Independent Director
* includes private companies and companies incorporated outside India. D&CEO : Director & Chief Executive Officer
** includes Committees where the Director holds the position of Chairman. NA : Not applicable
@ appointed as directors effective 24th March 2021.

- For the Membership and Chairpersonship in Committees only Audit Committee and Stakeholder Relationship Committee have been considered as
per Regulation 26 of the Listing Regulations. Also, all public limited companies, whether listed or not, have been included and all other companies
including private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013 have been excluded.
64
TVS MOTOR COMPANY LIMITED

The number of Directorships, Committee Memberships / Chairmanships of all Directors are within the respective limits
prescribed under the Act, 2013 and the Listing Regulations. Chairmanships / Memberships of Committees include only
Audit and Stakeholders' Relationship Committee as covered under Regulation 26 of the Listing Regulations, as per the
disclosures made by the Directors. CMD, JMD and Dr. Lakshmi Venu are related to each other. None of the other Directors
on the Board is related to any other Director on the Board.

2.4 Listed entities in which the Directors hold position as Director other than TVS Motor Company Limited and category
of Directorship:
Name of the Director (M/s.) Name of the company Category of directorship
Sundaram-Clayton Limited Executive Director - Chairperson
Venu Srinivasan
The Indian Hotels Company Limited Non-Executive Director
Prof. Sir Ralf Dieter Speth – –
Sudarshan Venu Sundaram-Clayton Limited Non-Executive Non-Independent Director
K N Radhakrishnan – –
Prince Asirvatham – –
Gillette India Limited
Non-Executive - Independent Director
Pearl Global Industries Limited
C R Dua
Procter & Gamble Hygiene & Health Non-Executive - Independent Director -
Care Limited Chairperson
Sundaram-Clayton Limited
R Gopalan Non-Executive - Independent Director
Zee Entertainment Enterprises Limited
Bharat Forge Limited
Non-Executive - Independent Director
Godrej Properties Limited
Lalita D Gupte
ICICI Lombard General Insurance Non-Executive - Independent Director -
Company Limited Chairperson
VTM Limited Executive Director - Chairperson
T Kannan
Sundaram Brake Linings Limited Non-Executive - Independent Director
Kuok Meng Xiong – –
H Lakshmanan – –
Hemant Krishan Singh – –
Sundaram-Clayton Limited Executive Director
Dr. Lakshmi Venu
Wabco India Limited Non-Executive - Independent Director

2.5 Access to information and updation to Directors:

The Board reviews all the information provided periodically for discussion and consideration at its meetings in
terms of the Listing Regulations. Functional heads are present whenever necessary and apprise all the Directors
about the developments. They also make presentations to the Board and Committees.
Apart from this, the observations on the audit carried out by the internal auditors and the compliance report on
payment of statutory liabilities submitted by the Statutory Auditors of the Company are placed and discussed with
functional heads, by the Audit Committee / Board. The Board also reviews the declarations made by the Director &
CEO and the Company Secretary regarding compliance of all applicable laws on quarterly basis. Decisions taken
at the meetings of the Board / Committees are communicated to the functional heads. Action taken report on
decisions of previous meetings was placed at every succeeding meeting of the Board / Committees for reporting
the compliance.
2.6 Familiarization program
Familiarization program is made available to the Directors covering such topics on Board's role, Board's composition
and conduct, Board's risks and responsibilities, to ensure that they are fully informed on current governance issues.
The program also includes briefings on the culture, values and business model of the Company, the roles and
responsibilities of senior executives and the Company's financial, strategic, operational and risk management position.
The induction process for NE-IDs includes plant visit for detailed understanding of manufacturing process / activities
of the Company. The details of familiarization program are available on the Company's website in the link as provided
in page no. 85 of this Annual Report.
65
TVS MOTOR COMPANY LIMITED

2.7 Principal / Core skills / expertise / competence of the Board of Directors:

While evaluating the Board as a whole, it was ensured that the existing Board members have relevant core skills /
expertise / competencies as required in the context of its business(es) and sector(s) to function effectively.
Skill Description
Leadership/ Strategy Experience of playing leadership roles in large businesses, with competencies around strategy
development & implementation, sales & marketing, business administration/operations and
Organisations and people management.
Automotive Experience Strong knowledge and experience in automotive industry and in managing business operations
of a sizeable organization in the business of manufacture and sale of automobiles.
Financial Practical knowledge and experience in Corporate Finance, accounting and reporting and
internal financial controls, including strong ability to asses financial impact of decision making
and ensure profitable and sustainable growth.
Governance Board level experience in reputed organisations, with strong understanding of and experience
in directing the management in the best interests of the Company and its stakeholders and in
upholding high standards of governance.
Regulatory Strong expertise and experience in corporate law and regulatory compliance in India and
overseas (including industry specific laws).
The Board is well structured to ensure a high degree of diversity by age, gender, educational qualification, professional
background, present activity, sector expertise and special skills (classification).
Board comprises a range and balance of skills, experience, knowledge, gender, social-economic backgrounds and
independence. This needs to be backed by a diversity of personal attributes, including sound judgement, honesty
and courage.
Professional Background & Skills / expertise / competency of Directors
Name of the Directors Brief description about the Directors
Mr Venu Srinivasan • He is also Chairman and Managing Director of Sundaram-Clayton
Chairman and Managing Director Limited. He also serves on the board of T V Sundram Iyengar & Sons
Private Limited, Tata Sons Private Ltd., (Tata Sons) the holding company
of the Tata Group;
• He is also the vice chairman of various Tata Trusts;
• He also oversees Srinivasan Services Trust (SST), which works in 5000
villages in India towards self-development for village communities
covering education, healthcare, infrastructure, economic development,
environment and community development;
• Implemented Total Quality Management (TQM), a Japanese method of
process-driven manufacturing in Indian manufacturing operations;
• Strengthened the TQM processes within the Company which facilitated
making bikes for BMW Motorrad through a strategic partnership;
• He is the recipient of Deming Distinguished Service Award, granted to
individuals who have made outstanding contributions in the dissemination
and promotion of Total Quality Management;
• He was awarded with Padmashri by the President of India in 2010 for his
contribution in the field of Trade and Industry.
• He was conferred with "Goodwill Envoy for Public Diplomacy" and
distinguished civilian honour "Order of Diplomatic Service Merit" (Heung-
In Medal) by the Republic of Korea;
• He was conferred the Padma Bhushan Award, the third Highest civilian
award in India, in January 2020; and
• He has extensive experience in Automotive Sector over a period of four
decades and has established a robust governance model under his
leadership and management.

66
TVS MOTOR COMPANY LIMITED

Name of the directors Brief description about the Directors

Prof. Sir Ralf Dieter Speth • Sir Ralf holds a Doctorate of Engineering and is a Professor of the
Non-Executive Non-Independent Director University of Warwick;
• He has rich, practical & professional experience in automotive industry.
He started his career at BMW and was with them for two decades;
• He was also Chief Executive Officer of Jaguar Land Rover and a member
of the Tata Motors Board for a decade;
• The Royal Academy of Engineering invited Sir Ralf in 2014 to join its
Fellowship. In 2018, Sir Ralf was awarded a "Knight of the British Empire";
• His passion for technology, deep knowledge and tremendous connect
with the current global automotive industry including in terms of
engineering, marketing and people; and
• His deep insights and guidance, academic knowledge and rich practical
experience in automotive industry will be invaluable to the management
team as the Company embraces the future of mobility.
Mr Sudarshan Venu, • He is very resourceful in his approach and implementation of strategies
Joint Managing Director and turnaround of exports in a positive manner;
• His extra-ordinary efforts to improve Company's presence in global market
through the acquisition of "Norton", the British iconic brand;
• Made efforts on multiple fronts to take up challenges towards the
Company's global aspirations;
• Plays a key role in profitable exports expansion, in the e-utility and Artificial
Intelligence foray by the Company;
• Always strives for excellence in both quality and cost along with customer
satisfaction and take advantage of emerging opportunities and catch new
waves of wealth creation; and
• He involves himself in all spheres of management and his expertise in
strategic planning, business administration and digital platform have
developed the Company in its growth at a faster rate.
Mr K N Radhakrishnan, • He has wide exposure about the industry and in-depth involvement
Director & CEO with excellent attitude towards teamwork;
• The preparedness and ability to deliver diverse targets on time during
transition from BS IV to BS VI, helped the Indonesian subsidiary of the
Company in achieving break even during the current year;
• Solution orientation in audit findings and its implementations is one of
his key qualities;
• Significantly contributes to good governance and performance of the
Company; and
• He has a vast experience in automotive industry and having successfully
handled all activities of the Company including sales & marketing,
business administration/ operations.
Mr Prince Asirvatham, • He had played a key role in design and implementation of Unilever
Independent Director group's global risk assurance process, in restructuring treasury operations
in India and in leading the merger of the largest F&B operation in India;
• He founded his current practice "Checks and Balances" in India in 2003
to promote good governance through mentoring independent directors
and aspiring senior corporate managers; and
• He has in-depth experience in financial matters, mergers and acquisitions.

67
TVS MOTOR COMPANY LIMITED

Name of the directors Brief description about the Directors

Mr C R Dua, • He is the Chairman of Dua Associates, a law firm engaged in providing
Independent Director strategic advice and direction towards growth and development of various
corporates;
• His experience covers a broad range of areas relating to Corporate,
Finance, Securities, Infrastructure and aspects of Public Policy and
Administration, Governance and Ethics; and
• He has a broad range of legal and regulatory experience to monitor
corporate governance practices both in India and abroad.
Mr R Gopalan, • He has served as a Member, Public Enterprises Selection Board (PESB)
Independent Director under the control of the PM. This body selects CMDs, MDs and Directors
of Central Public Sector Enterprises;
• Was handling matters relating to Capital Markets, Infrastructure Finance,
G-20, World Bank (WB), International Monetary Fund (IMF), Asian
Development Bank (ADB), Budget preparation, Public Private Partnership
(PPP), Directorate of Currency and other related matters pertaining to
the economy;
• Brought about a number of changes in the functioning of the Capital Markets
and initiated new policy measures in infrastructure development; and
• He has vast experience in Corporate Laws, Business Administration,
Corporate Finance and Regulatory matters.
Mrs Lalita D Gupte, • She was responsible for setting up the International business of ICICI
Independent Director Bank since 2001;
• She has held various leadership positions in areas of Corporate and
Retail Banking, Strategy, Resources and International Banking and other
areas; and
• She has vast experience in banking and financial services having held
key positions over several decades.
Mr T Kannan, • He has a wide range of experience in textile industry;
Independent Director • He has held the positions as Chairman of CII, Southern Region, Textiles
Committee, Mumbai, The Cotton Textile Export Promotion Council,
Mumbai and The South India Mills' Association;
• He is also a leading Educationalist, presently serving as the President of
Thiagarajar College, Madurai and Chairman & Correspondent of
Thiagarajar College of Engineering, Madurai;
• He is a member of Syndicate Anna University, Chennai, Board of
Governors of IIM, Indore and Board of Governors of National Institute of
Technology, Trichy;
• He is the Thakkar of Arulmigu Meenakshi Sundareswarar Thirukoil,
Madurai;
• He is the recipient of Perunthalaivar Kamarajar Award conferred by the
Government of Tamil Nadu for promotion of Education and Social Service;
and
• He has vast experience in financial management, Corporate Finance,
business administration, regulatory and governance matters.
Mr Kuok Meng Xiong, • He is the Founder & Managing Partner of K3 Ventures, a
Independent Director Singapore-based venture capital investment firm;
• In the last 8 years, he has invested in and partnered with visionary
founders of category-leading companies that drive innovation in today's
world;

68
TVS MOTOR COMPANY LIMITED

Name of the directors Brief description about the Directors

• He has rich experience and knowledge in the fields of digital technology;
and
• He has a unique mix of strong corporate values and a clear vision of the
future digital world.

Mr H Lakshmanan, Non-Executive • Rich and long experience in all areas of the business, and helps in smooth
Non Independent Director running of management;
• Pioneer in establishing the basic priorities, ethical values, policies,
attitudes and culture for the Company;
• Plays a key role as the most trusted mentor, counsellor and advisor of
the Board;
• With six decades of experience mostly devoted to human resource
development, he plays an important role in inter personnel relationship
with workers' union, employees representatives and has the unique
distinction of performing exemplary work on industrial relations of
companies; and
• He is committed to fulfill Director's obligations and fiduciary
responsibilities; these include participation in Board and committee
meetings and providing moral oversight and people management.
Mr Hemant Krishan Singh, • He is a distinguished former career diplomat with extensive
Independent Director experience in geo-strategic and geo-economic issues as well as
multilateral institutions which underpin international law and commerce;
• He has been India's longest serving Ambassador to Japan (2006-2010),
Ambassador to Indonesia and Timor Leste (2003-2006), Ambassador
to Colombia, Ecuador and Costa Rica (1999-2002), and India's Deputy
Permanent Representative to the UN in Geneva (1995-1999). He has
held several significant assignments during his career, dealing with the
United States, West Europe and the European Union and India's
immediate neighbours;
• He has contributed to the forging of the India-Japan strategic and global
partnership, the intensification of India's relations with Indonesia and
ASEAN, the evolution of India's revitalised Look East Policy and the
shaping of India's policy towards key neighbours and strategic partners;
• Since 2016, he is the Director General of the Delhi Policy Group, a leading
independent and non-partisan think tank; and
• He has wide exposure in global economy and best practices to address
the challenges and risks in international business.

Dr Lakshmi Venu, Director • She has a rich experience in business strategy, product design and in-
Non-Executive Non-Independent Director depth knowledge of automotive business;
• She is also the Joint Managing Director of Sundaram-Clayton Limited
and Deputy Managing Director of TAFE Motors and Tractors Limited;
• She is involved in all spheres of management of Sundaram-Clayton
Limited, the holding company and handles wider responsibilities for
exploring new business opportunities;
• Played a key role in establishment of overseas manufacturing facility for
Sundaram Holding USA Inc, in the United States of America; and
• She was recognised as "Corporate India's fastest rising women leader"
by Economic Times in 2017.

69
TVS MOTOR COMPANY LIMITED

2.8 Code of Business Conduct and Ethics for Members 3. Audit Committee
of the Board and Senior Management Personnel: The primary objective of the Audit Committee is to
The Company has in place a Code of Business monitor and provide effective supervision of the
Conduct and Ethics for Members of the Board and management's financial reporting process with a view
Senior Management Personnel (the Code) to ensure accurate, timely and proper disclosure and
approved by the Board. transparency, integrity and quality of financial reporting.

The Company's Code embodies its values and 3.1 Brief description of terms of reference:
expectations to which its corporate standards and The Audit Committee of the Company is entrusted
employee policies are aligned. with the responsibility to supervise the Company's
The Code has been communicated to Directors internal control and financial reporting process and
and the Senior Management Personnel. An inter alia performs the following functions:
updated version of the Code, which is available a. Overviewing the Company's financial reporting
on Company's website, is always under review and process and the disclosure of its financial
amended by the Board from time to time. information to ensure that the financial
statement is correct, sufficient and credible;
The Code has also been displayed on the
Company's website in the link as provided in page b. Recommending the appointment, remuneration
and terms of appointment of auditors of the
no. 85 of this Annual Report.
Company;
All the Members of the Board and Senior c. Reviewing with the management, the annual
Management Personnel have confirmed financial statements and auditor's report
compliance with the Code for the year ended thereon before submission to the Board for
31st March 2021. The Annual Report contains a approval, with particular reference to:
declaration to this effect signed by the Director & • Matters required to be included in the
CEO. Director's Responsibility Statement in terms
of clause (c) of sub-section (3) of Section
2.9 Appointment / Re-appointment of Directors: 134 of the Act, 2013;
In terms of Regulation 36(3) of the Listing • Changes, if any, in accounting policies and
Regulations, a brief resume of Directors proposed practices and reasons for the same;
to be appointed / re-appointed, nature of their • Major accounting entries involving estimates
expertise in specific functional areas, other based on the exercise of judgment by
Directorships and Committee Memberships, management;
shareholdings and relationships, if any, with other • Significant adjustments made in the financial
Directors are provided in the Notice convening statements arising out of audit findings;
AGM of the Company.
• Compliance with listing and other legal
requirements relating to financial statements;
2.10 Committees of the Board:
• Disclosure of any related party transactions;
The Board has, in order to make a focused attention
and
on business and for better governance and
• Modified opinions, if any, in the draft audit
accountability, constituted the following mandatory
report.
committees viz., Audit Committee, Risk
d. Reviewing, with the management, the quarterly
Management Committee, Stakeholders'
financial statements before submission to the
Relationship Committee, Nomination and
Board for approval;
Remuneration Committee, Corporate Social
Responsibility Committee and non-mandatory e. Reviewing and monitoring the auditor's
Committee, viz., Administrative Committee. independence and performance and
effectiveness of audit process;
The terms of reference of these Committees are f. Approving or subsequently modifying any
determined by the Board and their performance transactions of the Company with related
reviewed. Meetings of each of these Committees parties;
are convened by the respective Chairman of the g. Scrutinizing the inter-corporate loans and
Committees, who also informs the Board about the investments;
summary of discussions held in the Committee h. Reviewing the valuation of undertakings or
Meetings. The minutes of the Committee Meetings assets of the Company, wherever it is
are placed before the subsequent Board meetings. necessary;

70
TVS MOTOR COMPANY LIMITED

i. Evaluating internal financial controls and risk Mr R Gopalan, Chairman of the Committee was
management systems; present at the last AGM held on 29th July 2020 to
j. Reviewing, with the management, performance answer the Shareholder queries.
of statutory and internal auditors, adequacy of Mr K S Srinivasan, Company Secretary acts as
the internal control systems; the Secretary of the Committee.
k. Reviewing the adequacy of internal audit
function, if any, including the structure of the 3.3 The particulars of meetings and attendance by the
internal audit department, staffing and seniority members of the Committee, during the year under
of the official heading the department, reporting review, are given in the table below:
structure coverage and frequency of internal
audit. Date of the Members present (M/s)
Meetings RG PA CRD TK
l. Discussing with internal auditors of any
significant findings and follow up thereon; 28.05.2020    
m. Reviewing the findings of any internal 29.07.2020    
investigations by the internal auditors into 29.10.2020    LOA
matters where there is suspected fraud or
irregularity or any failure of internal control 14.12.2020    
systems of a material nature and reporting the 28.01.2021    
matter to the Board; 24.03.2021    
n. Discussing with statutory auditors before the  - Attended the meeting LOA - Leave of absence
audit commences, about the nature and scope
of audit as well as post-audit discussion to [RG - Mr R Gopalan, PA - Mr Prince Asirvatham,
ascertain any area of concern; CRD - Mr C R Dua, TK - Mr T Kannan]
o. Looking into the reasons for substantial
4. Subsidiary companies
defaults, if any, in the payment to the depositors,
debenture holders, shareholders (in case of During the year under review, the Company has acquired
non-payment of declared dividends) and the entire shares of Intellicar Telematics Private Limited
creditors; (Intellicar) on 31st December 2020 and thereby, Intellicar
p. Reviewing the functioning of the Whistle Blower has become its Wholly owned subsidiary (WOS).
Mechanism; The Company has four wholly owned subsidiaries viz.,
q. Approving the appointment of CFO after Sundaram Auto Components Limited, TVS Housing
assessing the qualifications, experience and Limited, TVS Motor Services Limited and Intellicar
background of the candidate; and Telematics Private Limited.
r. reviewing the utilisation of loans and / or
It also has other subsidiaries viz., TVS Credit services
advances from / investments / by the holding
Limited and its six subsidiaries viz., Harita Collection
company in the subsidiary exceeding $ 100 Cr
Services Pvt Ltd, Harita ARC Pvt. Ltd, TVS Micro
or 10% of the asset size of the subsidiary,
Finance Pvt. Ltd, TVS Commodity Financial Solutions
whichever is lower.
Pvt. Ltd, TVS Two wheeler Mall Pvt. Ltd and TVS
In addition, reviewing of such other functions as
Housing Finance Pvt. Ltd.
envisaged under Section 177 of the Act, 2013 read
with the Companies (Meetings of Board and its During the year under review, TVS Motor (Singapore)
Powers) Rules, 2014 as amended and Regulation Pte Limited has acquired a newly incorporated company
18 of Listing Regulations. viz., The Norton Motorcycle Co Limited (formerly known
The subjects reviewed and recommended in the as Project 303 Bidco Limited, UK) on 2nd April 2020 and
meetings of the Audit Committee were apprised consequently, it has become a wholly owned subsidiary.
to the Board by the Chairman of the Committee, The Foreign subsidiaries are PT. TVS Motor Company
for its approval. All the recommendations made Indonesia, TVS Motor (Singapore) Pte. Limited, The
by the Committee during the year under review, Norton Motorcycle Co Limited, UK, TVS Motor Company
were accepted by the board.
(Europe) B.V., and Sundaram Holding USA Inc. and its
four subsidiaries viz., Green Hills Land Holding LLC,
3.2 Composition, name of the Chairman and
Members: Components Equipment Leasing LLC, Sundaram-
Clayton (USA) LLC and Premier Land Holding LLC.
As at 31st March 2021, the Committee consists of
the following Non-Executive Independent Directors The Audit Committee reviews the financial statements
viz., M/s R Gopalan, Prince Asirvatham, C R Dua and in particular the investments made by the said
and T Kannan. unlisted subsidiaries. The minutes of the Board meetings
71
TVS MOTOR COMPANY LIMITED

of the said unlisted subsidiaries are periodically placed Related Party Transaction Policy
before the Board. The Board has formulated a policy on related party
The Committee is periodically informed about all transactions. The Audit Committee reviews and
significant transactions and arrangements entered into approves transactions between the Company and
by all these unlisted subsidiaries. its related parties, as defined under the Listing
Material Subsidiaries Policy Regulations, to ensure that the terms of such RPTs
The Board has duly formulated a policy for determining would reasonably be expected of transactions
'material subsidiaries'. As per the Listing Regulations negotiated or at arm's length and in the ordinary
2015, material subsidiary means a subsidiary whose course of business. The Audit Committee meets prior
income or net worth exceeds 10% of the consolidated to each scheduled Board meeting to review all RPTs
income or net worth respectively, of the listed entity and of the Company on a quarterly basis.
its subsidiaries in the immediately preceding accounting In terms of Regulation 23 of the Listing Regulations,
year. all RPTs for the succeeding financial year, with clear
For the year 2021-22, the Company's Indian subsidiaries threshold limit, are regularly placed before the Audit
viz., Sundaram Auto Components Limited and TVS Committee meeting convened on last quarter of the
Credit Services Limited and Foreign subsidiaries viz., financial year for its approval and recommendation
TVS Motor (Singapore) Pte Limited and Sundaram to the Board for its approval, wherever required.
Holding USA Inc., are covered within the definition of RPTs entered during the financial year are reviewed
"unlisted material subsidiary" in terms of the Regulation at the meeting for any upward revision in the
16(1)(c) of the Listing Regulations. threshold limit.
For the purpose of complying with the requirement of It is also ensured that none of the RPTs involving
Regulation 24 of the Listing Regulations, the Company payments with respect to brand usage or royalty
nominated one of the NE-ID of the Company on the
during the financial year, exceed five percent of the
Board of TVS Credit Services Limited, whose income /
annual consolidated turnover of the Company as per
net worth exceeds of 20% of the consolidated income
the previous audited financial statements of the
or net worth.
Company.
The Company has ensured that all the material
subsidiaries incorporated in India have obtained As per the amended Companies Act 2013, any
secretarial audit report from a Company Secretary in unforeseen RPT involving amount not exceeding
Practice and annexed with its annual reports. $ 1 Cr per transaction is entered into by a director or
Copy of the said policy is available on the Company's officer of the Company without obtaining prior
website in the link as provided in page no. 85 of this approval of the Audit Committee and such RPTs can
Annual Report. be ratified by the Audit Committee within three
months from the date of such transaction. The
5. Disclosures Company has engaged an Independent audit firm
5.1 Materially significant related party transactions: for ensuring correctness of the approach in
All transactions entered into with related parties complying with both the criteria on arm’s length
(RPTs), as defined under the Act, 2013 and the price and ordinary course of business for all RPTs
Listing Regulations during the financial year entered into by the Company, during the year
2020-21 were in the ordinary course of business and under review.
at arm's length and do not attract the provisions of Copy of the said Policy is available on the Company's
Section 188 of the Act, 2013 and the rules made website in the link as provided in page no. 85 of this
thereunder. Annual Report.
There were no materially significant transactions with
the related parties during the year, which were in 5.2 Disclosure of accounting treatment:
conflict of interest, and hence no approval of the Pursuant to the notification, issued by the Ministry
Company was required in terms of Listing of Corporate Affairs dated February 16, 2015
Regulations. relating to the Companies (Indian Accounting
The transactions with the related parties, namely its Standards) Rules, 2015, the Company has
promoters, its holding, subsidiary and associate adopted "IND AS" with effect from 1st April 2016.
companies etc., of routine nature have been reported Accordingly, the financial statements for the year
in the Annual Report, as per Indian Accounting 2020-21 have been prepared in compliance with
Standard 24 (IND AS 24) notified vide the Companies the said Rules.
(Indian Accounting Standard) Rules, 2015.
Details of material related party transactions are 5.3 Risk Management:
enclosed as part of accounts for the year ended The Company has an established Risk
31st March 2021. Management Policy which formalizes its approach
72
TVS MOTOR COMPANY LIMITED

to the oversight and management of material financial, credit, marketing, liquidity, security,
business risks. The policy is implemented through property, IT, legal, regulatory, reputational;
a top down and bottom up approach for identifying, and
assessing, monitoring and managing key risks (c) Evaluating that adequate risk management
across the Company's business units. infrastructure is in place and capable of
addressing those risks.
Risks and effectiveness of management are
internally reviewed and reported regularly to the Role:
Board. As a process, the risks associated with the (a) To identify, evaluate and mitigate the existing
business are identified and prioritized based on as well as potential risks to the Company and
severity, likelihood and effectiveness of current to recommend the strategies to the Board to
detection. Such risks are reviewed by the Senior overcome them;
Management on quarterly basis. Process owners (b) To develop and implement action plans to
are identified for each risk and metrics are mitigate the risks;
developed for monitoring and reviewing the risk (c) To oversee at such intervals as may be
mitigation. necessary, the adequacy of Company's
resources, to perform its risk management
The Board is satisfied that there are adequate
responsibilities and achieve its objectives;
systems and procedures in place to identify,
assess, monitor and manage risks. Company's (d) To review the risk management framework for
the operations of the Company that are
Audit Committee reviews reports given by
deemed necessary and Company's
members of the management team and
performance against the identified risks of the
recommends suitable action.
Company;
Composition of the Committee (e) To formulate the strategies towards identifying
As at 31st March 2021, the Committee consists of any areas that may materially affect the
the following Executive / Non-Executive Company's overall risk exposure and to review
Independent Directors viz., M/s T Kannan, Hemant the risk management plan;
Krishan Singh and Lalita D Gupte, Non-Executive (f) To adequately transmit necessary information
Independent Directors and M/s Sudarshan Venu, with respect to material risks to Senior
JMD, K N Radhakrishnan, D&CEO and also Mr K Executives / Board / relevant Committees;
Gopala Desikan, CFO. (g) To check if Cyber security cover has been
adopted by Information systems department;
The composition of the Committee is in accordance
and
with the requirements of Regulation 21 of the
Listing Regulations. Mr T Kannan, is the Chairman (h) Such other items as may be prescribed by
and Mr K S Srinivasan, Company Secretary acts regulatory or by the Board, from time to time.
as the Secretary of the Committee.
5.4 Instances of non-compliances, if any:
The particulars of meetings and attendance by the
There were no instances of non-compliance by the
members of the Committee, during the year under
Company or penalty and stricture imposed on the
review, are given in the table below:
Company by the Stock Exchanges or SEBI or any
Date of the Members present (M/s) other statutory authorities on any matter related to
Meetings TK SV KNR LDG HKS KGD the capital markets, during the last three years.
28.10.2020  LOA    
5.5 Disclosure by Senior Management Personnel:
14.12.2020  LOA    
The Senior Management Personnel have made
 - Attended the meeting LOA - Leave of absence disclosures to the Board relating to all material,
[TK - Mr T Kannan, SV - Mr Sudarshan Venu, KNR financial and other transactions stating that they did
- Mr K N Radhakrishnan, LDG - Mrs Lalita D Gupte, not have personal interest that could result in conflict
HKS - Mr Hemant Krishan Singh, KGD - of interest with the Company at large.
Mr K Gopala Desikan]
5.6 CEO and CFO Certification:
Scope: The Director & CEO and Chief Financial Officer of
(a) Overseeing and approving the Company's the Company have certified to the Board on financial
enterprise wide risk management framework; and other matters in accordance with Regulation 33
(b) Overseeing / identifying / assessing of all risks of the Listing Regulations for the financial year ended
that the Organization faces such as strategic, 31st March 2021.
73
TVS MOTOR COMPANY LIMITED

5.7 Compliance with mandatory / non-mandatory 6. Nomination and Remuneration Committee (NRC)
requirements: 6.1 Composition of the Committee:
The Company has complied with all applicable As at 31 st March 2021, NRC consists of
mandatory requirements in terms of the Listing M/s C R Dua and T Kannan Non-Executive and
Regulations. The non-mandatory requirements have Independent Directors and H Lakshmanan,
been adopted to the extent and in the manner as Non - Executive and Non - Independent Director.
stated under the appropriate headings detailed in
Mr C R Dua, the Chairman of the Committee was
this Report.
present at the last AGM held on 29th July 2020 to
5.8 Code of Conduct for Prevention of Insider Trading: answer the Shareholders queries.
In compliance with SEBI (Prohibition of Insider Mr K S Srinivasan, Company Secretary acts as
Trading) Regulations 2015, as amended, the the Secretary of the Committee.
Company has a comprehensive Code of Conduct
for Prevention of Insider Trading and the same is 6.2 The particulars of meetings and attendance by the
being strictly adhered to by the Designated persons members of the Committee, during the year under
as defined under this Code. review, are given in the table below:
Date of the Members present (M/s)
The Company also has in place Code of Practices
Meetings CRD TK HL
and Procedures for fair disclosure of "Unpublished
Price Sensitive Information" (UPSI) and a Code of 28.05.2020   
Conduct to regulate, monitor and report trading by
insiders. 28.10.2020   
The Company follows closure of trading window from 28.01.2021   
the end of every quarter till 48 hours the UPSI is
made public. The Company has been advising the 24.03.2021   
Designated Persons covered by the Code not to trade  - Attended the meeting
in Company's securities during the closure of trading
window period. [CRD - Mr C R Dua, TK - Mr T Kannan,
HL - Mr H Lakshmanan]
The Audit Committee also reviewed the
Institutional Mechanism for Prevention of Insider 6.3 The broad terms of reference of the NRC are as
trading and the systems for internal control as per under:
Regulation 9A of the SEBI (Prohibition of Insider - Guiding the Board for laying down the terms
Trading) Regulations 2015 and declarations from and conditions in relation to the appointment
Designated Persons affirming their compliance and removal of Director(s), Key Managerial
with the Code for the year 2020-21. Personnel (KMP) and Senior Management
Personnel (SMP) of the Company.
5.9 Management Discussion and Analysis Report,
Familiarization Programme and Whistle Blower - Evaluating the performance of the Director(s)
Policy: and providing necessary report to the Board for
All the above Report / Policies form part of the its further evaluation and consideration.
Directors' Report. - Recommending to the Board on remuneration
payable to the Director(s), KMP and SMP of
5.10 Whistle Blower Policy: the Company based on (i) the Company's
Over the years, the Company has established a structure and financial performance and (ii)
reputation for doing business with integrity and remuneration trends and practices that prevail
displays zero tolerance for any form of unethical in peer companies across the automobile
behaviour. Vigil mechanism instituted by the industry.
Company to report concerns about unethical
behaviour in compliance with the requirements of - Retaining, motivating and promoting talent
amongst the employees and ensuring long term
the Act and the Listing Regulations. The Board's
sustainability of talented SMP by creation of
Audit Committee oversees the functioning of this
competitive advantage through a structured
policy. Protected disclosures can be made by a
talent review.
whistle-blower through several channels to report
actual or suspected frauds and violation of the 6.4 The role / scope of NRC is as follows:
Company's Code of Conduct.
- To make recommendations to the Board with
Copy of the said Policy is available on the respect to incentive compensation plans for the
Company's website in the link as provided in page Executive Director(s) and remuneration of Non-
no. 85 of this Annual Report. Executive Director(s) of the Company.

74
TVS MOTOR COMPANY LIMITED

- To identify persons who are qualified to become 6.6 Remuneration Policy:

Director(s), KMP and SMP of the Company. The Nomination and Remuneration Policy has
- To recommend to the Board for the appointment been placed on the website of the Company in the
/ removal of Director(s), KMP and SMP of the link as provided in page no. 85 of this Annual
Company. Report. The salient features of the policy are as
- To formulate criteria for determining follows:
qualification, positive attributes and NRC formulates policy to ensure that -
independence of a Director of the Company. - the level and composition of remuneration is
- To recommend to the Board a Policy for reasonable and sufficient to attract, retain and
remuneration of Director(s), KMP and SMP of motivate Director(s) of the quality required to
the Company. run the Company successfully;
- the relationship of remuneration to performance
6.5 Evaluation Criteria: is clear and meets appropriate performance
The NRC laid down the criteria for evaluating the benchmarks; and
performance of every Director, Committees of the - the remuneration to Director(s), KMP and SMP
Board and the Board as a whole and also the of the Company involve a balance between
performance of KMP and SMP. fixed and incentive pay reflecting short and long-
The performance evaluation of the Board as a term performance objectives appropriate to the
whole was assessed based on the criteria like its working of the Company and its goals.
composition, size, mix of skills and experience, its
6.7 Remuneration to Directors:
meeting sequence, effectiveness of discussion,
decision making, follow- up action, quality of Executive Directors:
information, governance issues, performance and The remuneration payable to the Chairman and
reporting by various Committees set up by the Managing Director (CMD), Joint Managing Director
Board. (JMD) and Director & CEO is fixed by the Board
and are within the limits approved by the
NRC prescribed a peer evaluation methodology
Shareholders in terms of the relevant provisions
by way of set of questionnaire to evaluate the
of the Act, 2013.
performance of individual Directors, Committee(s)
of the Board, Chairman and the Board as a whole', Particulars of remuneration paid to Executive
and the Board carried out the performance Directors during the financial year 2020-21:
evaluation as per the methodology. ($ In Cr)
The performance evaluation of individual Director Name of the Salary &
Commission Total
was carried out based on his / her commitment to Directors Perquisites
the role and fiduciary responsibilities as a Board CMD 2.85 15.48 18.33
member, attendance and active participation, JMD 3.86 11.33 15.19
strategic and lateral thinking, contribution and
Director & CEO 3.82 4.38 8.20
recommendations given professionally, heading /
acting as member of various Committees etc. There is no separate provision for payment of
severance fees. The notice period is mutually
The performance of SMP was measured against
agreed between these Directors and the Board. The
their achievement of the business plans approved
tenure of office of Executive Directors is for five
by the Board during and at the completion of the years from their respective dates of appointment /
financial year and their annual 'at-risk' reappointment.
remuneration which reflects their business plan
The above remuneration to CMD is notwithstanding
achievements. An evaluation of performance has
his holding similar position, in the holding company,
been undertaken based on the criteria for all SMP
viz., Sundaram-Clayton Limited (SCL) and drawing
and this has been in accordance with the above remuneration, as approved by its shareholders, from
process. time to time, provided that the total remuneration
NRC has the overall responsibility for evaluating drawn by him from the Company and SCL does not
and approving the compensation plans, policies exceed the higher maximum limit admissible, from
and programmes applicable to SMP. NRC also any one of these two companies.
delegated its authority to CMD, wherever The Directors are paid commission within the
appropriate, for this purpose. permissible limits approved by the Members and

75
TVS MOTOR COMPANY LIMITED

determined by the Board every year depending upon 6.8 Particulars of sitting fees / commission paid to the
the performance of the Company. Non-Executive and Independent / Non-Independent
Directors during the financial year 2020-21 are as
Non-Executive Directors: follows:
($ in lakhs)
Sitting fees
$ 20,000/- each is paid to the Non-Executive Name of the Sitting
Commission Total
Directors (M/s) Fees
Directors for every meeting of the Board and / or
Committee thereof attended by them, which is within Prof. Sir Ralf Dieter Speth@ 0.20 – 0.20
the limits, prescribed under the Act, 2013. Prince Asirvatham 2.80 27.00 29.80
Commission C R Dua 4.00 29.00 33.00
The Company benefits from the expertise, advice R Gopalan 2.60 25.00 27.60
and inputs provided by IDs. IDs devote their valuable
Lalita D Gupte 2.60 25.00 27.60
time in deliberating on strategic and critical issues in
the course of Board and Committee meetings of the T Kannan 3.80 30.00 33.80
Company and give their valuable advice, suggestions Kuok Meng Xiong@ 0.20 0.44 0.64
and guidance to the management of the Company,
from time to time and hence IDs are being paid by H Lakshmanan 3.20 – 3.20
way of sitting fees and commission. Rajesh Narasimhan$ 1.00 – 1.00
The Committee, in its meeting held on 27th April 2021, Hemant Krishan Singh 2.60 25.00 27.60
recommended the payment of commission to Non-
Dr. Lakshmi Venu 1.20 – 1.20
Executive Independent Directors (NE-IDs) within the
$ ceased to be a director effective 24th March 2021. Amount paid
permissible limit, in terms of the provisions of Sections
197 / 198 read with the Companies (Appointment for the period from 1st April 2020 to 23rd March 2021;
@ Both the directors were appointed on 24th March 2021.
and Remuneration of Managerial Personnel) Rules
2014 of the Act, 2013 and as approved by the
shareholders at the AGM held on 11th August 2017. 6.9 Details of shareholdings of Non-Executive
Directors in the Company as on 31st March 2021:
A Commission of $ 20 lakhs to all NE-IDs;
Name of the Directors (M/s) No. of equity shares held
additionally, $ 5 lakhs to those NE-IDs serving as a
Member of the Audit Committee; $ 3 lakhs and Prof. Sir Ralf Dieter Speth –
$ 2 lakhs each to those NE-IDs serving as a Member Prince Asirvatham 1,000
of the Risk Management Committee and other C R Dua –
Committees respectively for the year 2020-21. The R Gopalan –
amount of commission for every financial year will Lalita D Gupte –
be decided by the Board, as approved by the T Kannan 5,000
shareholders at the AGM held on 11th August 2017, Kuok Meng Xiong –
subject to the limit of 1% of net profits of the Company, H Lakshmanan 55,870
in aggregate, as calculated pursuant to Section 198
Hemant Krishan Singh –
of the Act, 2013. The above compensation structure
Dr. Lakshmi Venu –
is commensurate with the best practices in terms of
remunerating NE-IDs and adequately compensates 7. Stakeholders' Relationship Committee (SRC):
for the time and contribution made by NE-IDs. 7.1 As at 31st March 2021, the Committee consists of
In terms of the Listing Regulations, it has also been the following Executive Directors viz., M/s Venu
ensured that the remuneration payable to one Non- Srinivasan, CMD and Sudarshan Venu, JMD and
Executive Director does not exceed 50% of the total other Non-Executive Independent Directors viz.,
annual remuneration payable to all Non-Executive M/s Hemant Krishan Singh, Chairman of the
Directors of the Company. Committee, C R Dua and Lalita D Gupte.
Presently, the Company does not have a scheme Mr Hemant Krishan Singh, Chairman of the
for grant of stock options either to the Directors or Committee was present at the last AGM held on
the Employees of the Company. 29th July 2020 to answer Shareholders' queries.

76
TVS MOTOR COMPANY LIMITED

Mr K S Srinivasan, Company Secretary acts as the 7.5 Complaints received and redressed during the year
Secretary of the Committee. 2020-21:

7.2 The particulars of meetings and attendance by the No. of complaints

Nature of complaints
members of the Committee, during the year under received and redressed
review, are given in the table below: Non-receipt of bonus / duplicate
2
Date of the Members present (M/s) share certificates
Meetings HKS VS SV CRD LDG
Non receipt of demand draft in
28.05.2020      2
lieu of unclaimed dividend warrant
29.07.2020     
Non-receipt of Annual Report 1
29.10.2020   LOA LOA 
28.01.2021  LOA    Total 5

 - Attended the meeting LOA - Leave of absence 7.6 All the queries and complaints received during
[ HKS - Mr Hemant Krishan Singh, VS - Mr Venu the financial year ended 31st March 2021, were
Srinivasan, SV - Mr Sudarshan Venu, CRD - duly redressed and no queries pending at the year
Mr C R Dua, LDG - Mrs Lalita D Gupte] end.

7.3 As required by the Listing Regulations, Mr K S All requests for dematerialization of shares were
Srinivasan, Company Secretary is the Compliance carried out within the stipulated time period and
Officer of the Company, who oversees the no request for dematerializing the share certificates
redressal of investor grievances. was pending.

For any clarification / complaint, the Shareholders 7.7 Reconciliation of Share Capital Audit:
may contact the Company Secretary.
A Practising Company Secretary carries out
7.4 SRC oversees and reviews all the matters Reconciliation of Share Capital (RSC) Audit on a
connected with share transfers, issue of duplicate quarterly basis to reconcile the total admitted
share certificates and other issues pertaining to capital with National Securities Depository Limited
shares. SRC also looks into various aspects of (NSDL) and Central Depository Services (India)
interests: Limited (CDSL). The reports are being regularly
placed before the Board for its perusal.
• The transfer / transmission of shares, non-
receipt of Annual Report, non-receipt of The RSC audit reports confirmed that the
declared dividends, issue of new/duplicate total issued and listed capital was in agreement
certificates, general meetings etc. etc. with the total number of shares in physical form
and in dematerialized form held with NSDL and
• Review of measures taken for effective exercise
CDSL.
of voting rights by shareholders.
• Review of adherence to the service standards 8. Corporate Social Responsibility (CSR) Committee:
adopted by the listed entity in respect of various The Corporate Social Responsibility Committee consists
services being rendered by the Registrar & of three Directors viz., M/s Venu Srinivasan, Prince
Share Transfer Agent. Asirvatham and H Lakshmanan. Mr Venu Srinivasan is
• Review of the various measures and initiatives the Chairman of the Committee.
taken by the listed entity for reducing the The details of CSR Policy, initiatives and spending are spelt
quantum of unclaimed dividends and ensuring out in the Directors Report.
timely receipt of dividend warrants / annual
reports / statutory notices by the shareholders During the year, the Committee met on 28th May 2020 and
of the Company. all the members were present at the meeting.

The Company, in order to expedite the process of

9. Administrative Committee:
share transfers delegated the power of share
transfers to an officer of the Share Transfer Agent The Administrative Committee consist of three
(STA). The Company, as a matter of policy, directors viz., M/s Venu Srinivasan, T Kannan and
disposes of investors' complaints within a span of H Lakshmanan. Mr Venu Srinivasan, is the Chairman of
seven days. the Committee.

77
TVS MOTOR COMPANY LIMITED

The particulars of meetings and attendance by the 11. Means of communication to shareholders
members of the Committee, during the year under review, The Board believes that effective communication of
are given in the table below: information is an essential component of corporate
Date of the Members present (M/s) governance. The Company regularly interacts with
Meetings VS TK HL shareholders through multiple channels of communication
such as results announcement, annual report, media
28.04.2020   
releases, Company's website and specific communications
13.05.2020   to Stock Exchanges, where the Company's shares are
listed.
15.05.2020  
LOA During the quarterly results, Director & CEO and CFO,
25.01.2021   make presentations to institutional investors, analysts and
other investors. The presentations are made available on
12.03.2021  
the Company's website.
 - Attended the meeting LOA - Leave of absence
[VS - Mr Venu Srinivasan, TK- Mr T Kannan, 11.1 Quarterly results:
HL - Mr H Lakshmanan] The financial results of the Company were
published in English and Regional newspapers.
10. General body meeting:
11.2 Newspapers wherein results are normally
10.1 Location and time where AGMs were held during published:
the last three years:
The results are normally published in English
Year Venue of the meeting Date Time Newspapers viz., The Hindu, Business Line, The
The Music Academy, Times of India, Economic Times, Business
2017-18 New No.168, (Old No.306) 07.08.2018 10.35 AM
T.T.K. Road, Royapettah, Standard, The New Indian Express and Regional
2018-19 22.07.2019 10.00 AM
Chennai 600 014 Newspaper viz., Dinamani.
2019-20 Through VC / OAVM 29.07.2020 10.00 AM
11.3 Website:
10.2 Special resolutions passed in the previous three The Company has in place a website
AGMs: www.tvsmotor.com. This website contains the
During the last three years, namely 2017-18 to basic information about the Company, viz., details
2019-20 approvals of the shareholders were obtained of its business, financial information, shareholding
by passing special resolutions as follows: pattern, compliance with corporate governance,
contact information of the designated officials of
Year Subject matter of special resolution Date of AGM
the Company, who are responsible for assisting
Re-appointment of Mr H Lakshmanan
and handling investor grievances, such other
2017-18 as director being above 75 years, who 07.08.2018
details as may be required under the Regulation
retires by rotation.
46 of the Listing Regulations. The Company
2018-19 NIL 22.07.2019
ensures that the contents of this website are
Re-appointment of Mr H Lakshmanan periodically updated.
2019-20 as director being above 75 years, who 29.07.2020
retires by rotation. 11.4 Press Release & Investor/ Analysts meet:
In addition, the Company makes use of this website
10.3 Postal Ballot: for publishing official news release and presentations,
if any, made to institutional investors / analysts.
None of the subjects placed before the shareholders
in the last / ensuing AGM required/ requires approval 12. General shareholder information
by Postal Ballot. However, in terms of the Regulation 12.1 Annual General Meeting:
44 of the Listing Regulations and Section 108 of the
Day, Date and time : Thursday, 29th July 2021,
Act, 2013 read with the Companies (Management
1.30 P.M. (IST)
and Administration) Rules, 2014, the Company
facilitated its members to exercise their right to vote Venue : Through Video
through Remote Voting and e-Voting at the meeting Conferencing / Other
for all the items at the AGM held on 29th July 2020. Audio Visual Means

78
TVS MOTOR COMPANY LIMITED

12.2 Financial year : 1st April to 31st March 12.5 Market Price Data: (in $)

Financial calendar : 2021-22 NSE (Monthly) BSE (Monthly)

Month High Low High Low
Financial reporting : Financial calendar against price price price price
for the quarter ending
April 2020 334 240 334 240
30th June, 2021 : Before 14th August, 2021 May 2020 360 301 360 301
30th September, 2021 : Before 14th November, 2021 June 2020 393 307 393 317
31st December, 2021 : Before 14th February 2022 July 2020 415 377 414 377

31st March, 2022 : Before 30th May, 2022 August 2020 477 388 477 385
September 2020 481 423 481 425
12.3 Particulars of dividend payment:
October 2020 490 421 490 407
Particulars of dividend declaration / payment are
November 2020 505 447 505 447
disclosed in the Directors' Report. Dividends were
declared in compliance with the Dividend December 2020 520 446 519 446
Distribution Policy of the Company. January 2021 590 482 589 482
February 2021 660 553 660 537
Dividend distribution policy
SEBI vide its circular No. SEBI/ LAD-NRO/ GN/ March 2021 636 541 636 541
2016-17/008 dated 8th July 2016 mandated the top
12.6 Share price performance in comparison to broad
500 listed companies based on the market
capitalization to formulate Dividend Distribution based indices - NSE Nifty and BSE Sensex:
Policy which shall be disclosed in their annual SHARE PRICE MOVEMENT - NSE
reports and on their websites.
The Dividend Distribution Policy is available on the 660
636
Company's website in the link as provided in page
590
no. 85 on this Annual Report.
520
490 505
477 481
15432 15336
12.4 Listing on Stock Exchanges: 14025
14754
415
393 13146
Name & Address of the Stock Code / 334
360 12025
Stock Exchanges Symbol 11341 11794 11618
10553
9889 9599
BSE Limited (BSE) 532343
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai 400 001. India Apr 20 May June July Aug Sept Oct Nov Dec Jan 21 Feb March
Tel. : 91 22 2272 1233 NSE Nifty (in Points) TVSM Price (in $)
Fax : 91 22 2272 1919

National Stock Exchange of India TVSMOTOR SHARE PRICE MOVEMENT - BSE

Limited (NSE)
Exchange Plaza, Plot No. C/1, 660
G-Block, Bandra Kurla Complex, 636
589
Bandra (East), Mumbai 400 051. India
Tel. : 91 22 2659 8100 490 505 519
477 481
Fax : 91 22 2659 8120 52517 51822
50184
414 47897
393
ISIN allotted by Depositories INE 360 44825

(Company ID Number) Equity 494B01023

334
38617 40010 39360 41048
35707
Non- Convertible Debentures (NCD) 33887 32845

listed with NSE

(Note: Annual listing fees and custodial charges Apr 20 May June July Aug Sept Oct Nov Dec Jan 21 Feb March

for the year 2020-21 were duly paid to the above BSE Sensex (in Points) TVSM Price (in $)
Stock Exchanges and Depositories)

79
TVS MOTOR COMPANY LIMITED

12.7 Share Transfer Agents and Share Transfer System: maintenance of share transfer facility by STA in
a. During the year, Sundaram-Clayton Limited, the compliance with Regulation 7(3) of the Listing
Share Transfer Agent has informed the Company Regulations have been obtained and the same
about its closure of Registrar and Share Transfer have been submitted to the Stock Exchanges.
Agent activities. Hence, the Company has i. Shareholders are, therefore, requested to
appointed Integrated Registry Management correspond with STA for transfer / transmission
Services Limited, which is registered with SEBI of shares, change of address and queries
as Category-I Registrar & Transfer Agent (RTA) pertaining to their shareholding, dividend, etc., at
with Regn. No. INR000000544, as the Share their address given in this Report.
Transfer Agent of the Company (STA) with a view
12.8 Shareholding pattern of the Company as on 31st March 2021:
to rendering prompt and efficient service to the
investors and in compliance with Regulation 7 of No. of %
Category of Shareholder
the Listing Regulations. The Shareholders have shares held
also been advised about this appointment of Promoter and Promoter Group
STA to handle share registry work pertaining to
Bodies Corporate 27,26,82,786 57.40
both physical and electronic segments of the
Company. Total (A) 27,26,82,786 57.40

b. All matters connected with the share transfer, Public Shareholding

dividends and other matters are being handled Mutual Funds 5,46,33,024 11.50
by STA located at the address mentioned in this Banks / Financial Institutions 3,45,178 0.07
report. Insurance Companies 3,60,08,613 7.58
Foreign Institutional Investors 5,86,10,398 12.33
c. Shares lodged for transfers are normally Alternative Investment Funds 75,46,588 1.59
processed within 15 days from the date of Public Provident Fund 5,02,537 0.11
lodgement, if the documents are clear in all
Total Institutions (B) 15,76,46,338 33.18
respects.
Bodies Corporate 25,18,399 0.53
d. All requests for dematerialization of securities are
processed and the confirmation is given to the Individuals holding nominal capital in
depositories within 15 days. Grievances received excess of $ 2 lakhs 19,94,385 0.42
from investors and other miscellaneous Individuals holding nominal capital
correspondence relating to change of addresses, upto $ 2 lakhs 3,32,01,215 6.98
mandates etc., is processed by STA within
NRI Repatriable 7,53,635 0.16
7 days.
e. Certificates are being obtained and submitted to NRI Non- Repatriable 6,00,337 0.13
the Stock Exchanges, on half-yearly basis, from Directors & their relatives 27,32,596 0.58
a company secretary-in-practice towards due
compliance of share transfer formalities by the Investor Education Protection Fund 14,39,879 0.30
Company within the due dates, in terms of Others 15,17,544 0.32
Regulation 40(9) of the Listing Regulations.
Total Non-Institutions (C) 4,47,57,990 9.42
f. Certificates have also been received from a
company secretary-in-practice and submitted to Total Public Shareholding D = (B+C) 20,24,04,328 42.60
the Stock Exchanges, on a quarterly basis, for
timely dematerialization of shares of the Company Grand Total (A+D) 47,50,87,114 100.00
and for reconciliation of the share capital of the
12.9 Distribution of Shareholding as on 31st March 2021:
Company, as required under SEBI (Depositories
and Participants) Regulations, 2018. Shareholding No. of No. of
% %
(Range) members shares
g. The Company, as required under the
Regulation 6(2)(d) of the Listing Regulations, Upto 5000 1,43,131 99.29 2,68,21,694 5.65
has designated the following e-mail IDs, 5001-10000 572 0.40 41,95,769 0.88
namely [email protected] / 10001-20000 195 0.14 28,09,470 0.59
[email protected] for the purpose of 20001-50000 94 0.07 29,52,315 0.62
registering complaints, if any, by the investors and
50001-100000 51 0.04 36,35,587 0.77
expeditious redressal of their grievances.
100001 & above 106 0.07 43,46,72,279 91.49
h. A certificate signed by the Compliance Officer of
STA and the Company Secretary towards Total 1,44,149 100.00 47,50,87,114 100.00
80
TVS MOTOR COMPANY LIMITED

12.10 Dematerialization of shares and liquidity: Himachal :Village & Post Office Bhatian,
The promoter holding consisting of 27,26,82,786 Pradesh Bharatgarh Road, Tehsil Nalagarh,
Equity shares of $ 1/- each has been fully District Solan,
Himachal Pradesh - 174 101
dematerialized. Out of 20,24,04,328 Equity
Tel. : 01795 - 220493
Shares of $ 1/- each held by persons other than
Fax : 01795 - 220496
promoters 19,95,28,313 Equity Shares have been
Email: [email protected]
dematerialized as on 31st March 2021 accounting
for 99.39%. 12.14 Address for investor correspondence:
(i) For transfer / demate- : Integrated Registry Management
12.11 The Company has not issued any Global Depository rialization of shares, Services Limited,
Receipt / American Depository Receipt / Warrant payment of dividend Share Transfer Agent (STA)
or any convertible instrument, which is likely to have on shares and any Unit: TVS Motor Company Limited
other query relating
an impact on the Company's Equity. to the shares of the
Company
12.12 Other Disclosures (ii) For non-receipt of : Email: [email protected]
annual report
a) Pecuniary relationships or transactions with (iii) For investors' : Email: [email protected]
NE-IDs vis-a-vis the Company during the year grievance & general
correspondence
under review, do not exceed the threshold limit
(iv) Debenture Trustee IDBI Trusteeship Services Limited
as laid down under the Listing Regulations. Asian Building,Ground Floor
17 R Kamani Marg, Ballard Estate
b) During the year, there were no materially Mumbai - 400 001
significant transactions with related parties that Email: [email protected]
may have potential conflict with the interests 12.15 List of Credit Ratings:
of the Company at large. The Company is maintaining the existing credit rating
c) Company is a net exporter. Company has a viz., CARE AA+ for long term borrowings and Non-
forex hedging policy and covers are Convertible Debentures and CARE A1+ for short
appropriately taken to cover the currency risk. term borrowings and Commercial Papers.
The exposure and cover taken are reviewed
12.16 Certificate from Practicing Company Secretary:
by the Audit Committee on regular basis.
The Company has received a certificate from the
d) Company is not a dealer in Commodities. Secretarial Auditor of the Company stating that
Prices payable to vendors for raw materials and none of the Directors on the Board of the
components are negotiated based on Company have been debarred or disqualified from
internationally available data. Cost of being appointed or continuing as Director by the
manufacture of all products are reviewed at Board / Ministry of Corporate Affairs or any such
regular intervals and wherever required suitable statutory authority.
price changes in two-wheeler and three-
wheeler are done based on market conditions. 12.17 Fees paid to Statutory Auditor on a consolidated
basis:
The Company has not entered into any
commodity derivatives with any of the bankers During the year, the Company has paid $ 1.49 Cr
and hence the disclosure of exposure in to the Statutory Auditors for all services received
commodity risks faced by the Company does by the listed entity and its subsidiaries, on a
not required, as directed in the SEBI Circular consolidated basis.
dated 15th November 2018. 12.18 Sexual Harassment at workplace:

12.13 Plant Locations: During the year under review, the Company has
not received any complaints in terms of Sexual
Hosur : Post Box No. 4, Harita
Harassment of Women at Workplace (Prevention,
Hosur - 635 109, Tamilnadu
Prohibition and Redressal) Act, 2013.
Tel. : 04344-276780
Fax : 04344-276878 12.19 Disclosure on compliance with the issue of Debt
Email: [email protected] securities for incremental borrowings by Large
Mysuru : Post Box No.1 Corporates.
Byathahalli Village, Kadakola Post, The Company has been considered as a "Large
Mysuru - 571 311, Karnataka. Corporate" (LC) and is required to raise not less
Tel. : 0821 - 2596561 than 25% of its incremental borrowings, during the
Fax : 0821 - 2596553 financial year, by way of issuance of debt securities.
Email: [email protected] This was made mandatory effective FY 2021-22 and
81
TVS MOTOR COMPANY LIMITED

till such period the Company is required to explain electronic mode for deletion of / change in such
the reasons for non compliance. bank details. Members who wish to change such
During the year, the Company has raised funds bank account details are therefore requested to
through Non-convertible Debentures to a sum of advise their DPs about such change, with
$ 500 Cr to meet the strategic investment complete details of bank account.
requirement and complied with the requirement of ECS helps in quick remittance of dividend without
SEBI's circular dated 26th November 2018. possible loss / delay in postal transit.
Shareholders, who have not earlier availed this
13. Non-mandatory disclosures facility, are requested to register their ECS details
The non-mandatory requirements have been adopted with the STA or their respective DPs.
to the extent and in the manner as stated under the
14.3 Transfer of shares in physical mode:
appropriate headings detailed below:
Shareholders should fill up complete and correct
13.1 The Board: particulars in the transfer deed, for expeditious
As the Company has an Executive Chairman, transfer of shares. Wherever applicable,
disclosure under this head is not mandatory. The registration number of power of attorney should
Non-Independent Directors of the Company are also be quoted in the transfer deed at the
liable to retire by rotation and if eligible, offer appropriate place.
themselves for re-appointment. Specific tenure Shareholders, whose signatures have undergone
has been fixed for the Independent Directors in any change over a period of time, are requested
terms of Section 149 of the Act, 2013 and during to lodge their new specimen signature duly
this period, they will not be liable to 'retire by attested by a bank manager to the STA.
rotation' as per Sections 150(2), 152(2) read with In terms of the Listing Regulations, it has become
Schedule IV to the Act, 2013.
mandatory for transferees to furnish a copy of
13.2 Shareholder rights: Permanent Account Number (PAN) for
The half-yearly results of the Company are published registration of transfer of shares to be held in
in newspapers as soon as they are approved by physical mode.
the Board and are also uploaded in the Company's In case of loss / misplacement of share
website namely www.tvsmotor.com . The results are certificates, Shareholders should immediately
not sent to the shareholders individually. lodge a FIR / Complaint with the police and inform
the Company / STA with original or certified copy
13.3 Audit qualifications:
of FIR / acknowledged copy of complaint for
The financial statements of the Company are
unmodified. marking stop transfer of shares.

14. Request to shareholders 14.4 Consolidation of multiple folios:

Shareholders are requested to follow the general Shareholders, who have multiple folios in identical
safeguards / procedures as detailed hereunder in order names, are requested to apply for consolidation
for the Company to serve them efficiently and avoid risks of such folios and send the relevant share
while dealing in the securities of the Company. certificates to the Company.

14.1 Demat of Shares: 14.5 Registration of nominations:

Shareholders are requested to convert their Nomination in respect of shares, as per Section
physical holding to demat / electronic form through 72 of the Act, 2013 provides facility for making
any of the DPs to avoid any possibility of loss, nominations by shareholders in respect of their
mutilation etc., of physical share certificates and holding of shares. Such nomination greatly
also to ensure safe and speedy transaction in facilitates transmission of shares from the
securities. deceased shareholder to his / her nominee without
having to go through the process of obtaining
14.2 Registration of Electronic Clearing Service (ECS) succession certificate / probate of the Will, etc.
mandate: It would therefore be in the best interest of the
SEBI has made it mandatory for all companies to shareholders holding shares in physical form
use the bank account details furnished by the registered as a sole holder to make such
Depositories for payment of dividend through ECS nominations. Shareholders, who have not availed
to investors wherever ECS and bank details are nomination facility, are requested to avail the
available. The Company will not entertain any same by submitting the nomination in Form
direct request from Members holding shares in SH-13. This form will be made available on
82
TVS MOTOR COMPANY LIMITED

request. Investors holding shares in demat form INFORMATION IN RESPECT OF UNCLAIMED DIVIDENDS
are advised to contact their DPs for making DUE FOR REMITTANCE INTO IEPF IS GIVEN BELOW:
nominations.
Particulars of unclaimed dividend of the Company.
14.6 Updation of address:
Date of Due date
Shareholders are requested to update their Date of transfer to for transfer
Financial Year
declaration special account to the IEPF
addresses registered with the Company, directly
through the STA, to receive all communications
2014-2015 1st Interim 03.02.2015 05.03.2015 05.03.2022
promptly.
Shareholders, holding shares in electronic form, 2014-2015 2nd Interim 29.04.2015 29.05.2015 29.05.2022
are requested to deal only with their DPs in respect
of change of address and furnishing bank account 2015-2016 1st Interim 29.01.2016 28.02.2016 28.02.2023
number, etc.
2015-2016 2nd Interim 12.03.2016 11.04.2016 11.04.2023
14.7 SMS Alerts:
Shareholders are requested to note that NSDL 2016-2017 1st Interim 27.10.2016 26.11.2016 26.11.2023
and CDSL have announced the launch of SMS
2016-2017 2nd Interim 06.03.2017 05.04.2017 05.04.2024
alert facility for demat account holders whereby
shareholders will receive alerts for debits / credits 2017-2018 1st Interim 01.11.2017 01.12.2017 01.12.2024
(transfers) to their demat accounts a day after the
transaction. These alerts will be sent to those 2017-2018 2nd Interim 26.02.2018 28.03.2018 28.03.2025
account holders who have provided their mobile
numbers to their DPs. No charge will be levied by 2018-2019 1st Interim 23.10.2018 22.11.2018 22.11.2025
NSDL / CDSL on DPs providing this facility to
investors. This facility will be available to investors 2018-2019 2nd Interim 11.03.2019 10.04.2019 10.04.2026
who request for the same and provide their mobile
numbers to the DPs. Further information is 2019-2020 1st Interim 04.02.2020 05.03.2020 05.03.2027
available on the website of NSDL and CDSL
2019-2020 2nd Interim 10.03.2020 09.04.2020 09.04.2027
namely www.nsdl.co.in and www.cdslindia.com
respectively.
2020-2021 1st Interim 28.01.2021 27.02.2021 27.02.2028
14.8 Timely encashment of dividends:
2020-2021 2nd Interim 24.03.2021 23.04.2021 23.04.2028
Shareholders are requested to encash their
dividends promptly to avoid hassles of 15. TRANSFER OF SHARES TO INVESTOR EDUCATION
revalidation.
AND PROTECTION FUND (IEPF) AUTHORITY
As required by SEBI, shareholders are requested
As per Section 124(6) of the Act, 2013 read with the
to furnish details of their bank account number
Investor Education and Protection Fund Authority
and name and address of the bank for
(Accounting, Audit, Transfer and Refund) Rules, 2016
incorporating the same in the warrants. This would
("IEPF Rules") as amended from time to time, all the
avoid wrong credits being obtained by
shares in respect of which dividend has remained unpaid/
unauthorized persons.
unclaimed for seven consecutive years or more are
Shareholders are requested to note that the required to be transferred to a Demat Account opened
dividends, not claimed for a period of seven years in the name of IEPF Authority with Punjab National Bank
from the date they first became due for payment, by the Ministry of Corporate Affairs.
shall be transferred to IEPF in terms of Section
124(6) of the Act, 2013 read with Investor During the year, the Company has sent individual notices
Education & Protection Fund (IEPF) Authority to all the shareholders whose dividends are lying unpaid /
(Accounting, Audit, Transfer and Refund) Rules, unclaimed against their name for seven consecutive years
2016. Accordingly a sum of $ 56.22 lakhs, being or more and also advertised on the Newspapers seeking
unclaimed dividend, was transferred to IEPF action from the shareholders. The lists of such shareholders
during the year 2020-21. were also displayed on the website of the Company.
Shareholders, who have not encashed their In compliance with the aforesaid provisions, the
dividend warrants, in respect of first Interim Company transferred 67,274 shares on 8th May 2020,
dividend declared for the year ended 31st March, 33,324 shares on 29th August 2020 and 48,308 shares
2015 and for any financial year thereafter may on 11th December 2020 to IEPF account bearing Demat
contact the Company and surrender their warrants account no 10656671 and DPID IN300708 which is
for payment. opened with Punjab National Bank.
83
TVS MOTOR COMPANY LIMITED

In case the dividends are not claimed within the due (b) Name of the company:-TVS Motor Company Limited
date(s) mentioned above, necessary steps will be (c) Address of registered office of the Company:
initiated by the Company to transfer shares held by the "Chaitanya", No.12, Khader Nawaz Khan Road,
members to IEPF. Please note that no claim shall lie Nungambakkam, Chennai - 600 006
against the Company in respect of the shares so
(d) email ID of the company:- [email protected]
transferred to IEPF. As required under the said
provisions, all subsequent corporate benefits that Pursuant to Investor Education and Protection Fund
accrues in relation to the above shares will also be (Uploading of information regarding unpaid and unclaimed
credited to the said IEPF Account. amount lying with companies) Rules, 2012, the Company
In the event of transfer of shares and the unclaimed shall provide / host the required details of unclaimed
dividend amount referred in relevant sections of the Act,
dividends to IEPF, shareholders are entitled to claim the
2013 on its website and also in the Ministry of Corporate
same from IEPF by submitting an online application in
Affairs (MCA) website in the relevant form every year.
the prescribed Form IEPF-5 available on the website
www.iepf.gov.in and sending a physical copy of the same Disclosure in respect of equity shares transferred
duly signed to the Company along with the requisite in the Company's unclaimed suspense account
documents enumerated in the Form IEPF-5, as per the Pursuant to the requirement of Regulation 34(3) and
following procedures: Schedule V Part F of the Listing Regulations, the following
1. Download the Form IEPF - 5 from the website of table provides details in respect of the equity shares lying
IEPF (http://www.iepf.gov.in) for filling the claim for in the suspense account. The Company has already sent
refund of shares and dividends. three remainders to the shareholders for claiming those
shares at their latest available address(es) with the
2. Read the instructions provided on the website /
Company or Depository, as the case may be.
instructions kit along with the e-form carefully before
filling the form. All the corporate benefits in terms of securities accruing
on those shares like bonus shares, split etc would also
3. After filling / completing the form save it on your
be credited to unclaimed suspense account of the
computer and submit the duly completed form by
Company. The voting rights on shares lying in unclaimed
following the instructions given in the upload link on
suspense account shall remain frozen till the rightful
the website.
owner claims the shares.
4. On successful uploading the acknowledgment will
be generated indicating the SRN. This SRN is to be Details No. of No. of
shareholders shares
used for future tracking of the form.
5. Printout of the duly completed IEPF - 5 and the Shares in the Unclaimed
acknowledgment issued after uploading the form will suspense account as on 174 1,31,098
have to be submitted together with an Indemnity 1st April 2020.
Bond in original along with the other documents as Less: No. of shares Transferred to
mentioned in the Form IEPF-5 to the Nodal Officer the Shareholders on request 6 5,689
of the Company in an envelope marked "Claim for during the year
refund from IEPF Authority". Less: No. of Shares transferred to
29 27,952
IEPF A/c during the year
In the process, general information about the Company
which have to be provided are as under. No. of shares in the Unclaimed
(a) Corporate Identification Number (CIN) of Company:- suspense account as on 139 97,457
L35921TN1992PLC022845 31st March 2021

COMPLIANCE WITH CODE OF BUSINESS CONDUCT AND ETHICS

To, certified that both the Members of the Board and the Senior
Management Personnel of the Company have affirmed
The shareholders of TVS Motor Company Limited,
compliance with the respective provisions of the Code of
Chennai
Business Conduct and Ethics of the Company as laid down
On the basis of the written declarations received from by the Board for the year ended 31st March 2021.
members of the Board and Senior Management Personnel
in terms of the relevant provisions of SEBI (Listing Obligations Chennai K N RADHAKRISHNAN
and Disclosure Requirements) Regulation 2015, it is hereby 27th April 2021 Director & CEO

84
TVS MOTOR COMPANY LIMITED

AUDITORS' CERTIFICATE ON COMPLIANCE OF THE PROVISIONS OF THE CODE OF CORPORATE

GOVERNANCE
To,
The shareholders of TVS Motor Company Limited, In our opinion and to the best of our information and according
Chennai to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance
We have examined the compliance of conditions of Corporate
as stipulated in the above-mentioned Listing Regulations.
Governance by TVS Motor Company Limited, Chennai - 600
006 ('the Company') for the year ended 31st March 2021 as We further state that such compliance is neither an assurance
per the relevant provisions of Securities and Exchange Board as to the future viability of the Company nor the efficiency or
of India (Listing Obligations and Disclosure Requirements) effectiveness with which the management has conducted
Regulations, 2015 [Listing Regulations]. the affairs of the Company.
The compliance of conditions of Corporate Governance is For V. Sankar Aiyar & Co
the responsibility of Company's management. Our Chartered Accountants
examination was limited to procedures and implementation Firm Regn. No.: 109208 W
thereof, adopted by the Company for ensuring the S. VENKATARAMAN
compliance of the conditions of the Corporate Governance. Partner
It is neither an audit nor an expression of opinion on the Chennai Membership Number: F34319
financial statements of the Company. 27th April 2021 UDIN: 21023116AAAAHH5770

LINKS TO COMPANY'S POLICIES

1. TERMS OF APPOINTMENT OF IDS

https://www.tvsmotor.com/-/media/Feature/Investors/Communication/Files/Terms-of-Appointment-of-IDs-Apr2020.pdf

2. BUSINESS RESPONSIBILITY REPORT

https://www.tvsmotor.com/-/media/Feature/Investors/Financial%20Reports/Files/TVSM-Business-Responsibility-Report-2020-21.pdf

3. POLICY ON VIGIL MECHANISM / WHISTLE BLOWER POLICY

https://www.tvsmotor.com/-/media/Feature/Investors/Communication/Files/Whistle-Blower-Policy-Apr2020.pdf

4. ANNUAL RETURN
https://www.tvsmotor.com/-/media/Feature/Investors/Financial%20Reports/Files/TVSM-Annual-Return-2020-21.pdf

5. CSR POLICY
https://www.tvsmotor.com/-/media/Feature/Investors/Communication/Files/Corporate-Social-Responsibility-Policy-Apr2020.pdf

6. DIRECTORS FAMILIARIZATION PROGRAM

http://tvsmotor.com/-/media/Feature//Investors/Communication/Files/TVSMFamilirisationProgrampdf.pdf

7. CODE OF BUSINESS CONDUCT AND ETHICS

http://tvsmotor.com/-/media/Feature//Investors/Communication/Files/CodeofBusinessConductandEthicspdf.pdf

8. MATERIAL SUBSIDIARIES POLICY

http://tvsmotor.com/-/media/Feature//Investors/Communication/Files/Material-Subsidiary-Policy-Apr2020.pdf

9. RELATED PARTY TRANSACTION POLICY

http://tvsmotor.com/-/media/Feature//Investors/Communication/Files/Related-Party-Transactions-Policy-Apr2020.pdf

10. NOMINATION AND REMUNERATION POLICY

http://tvsmotor.com/-/media/Feature//Investors/Communication/Files/Nomination-and-Remuneration-Policy-Apr2020.pdf

11. DIVIDEND DISTRIBUTION POLICY

https://www.tvsmotor.com/-/media/Feature/Investors/Communication/Files/Dividend-Policy-Apr2020.pdf
85
TVS MOTOR COMPANY LIMITED

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
To, disclosed to the Auditors and the Audit Committee,
The Board of Directors deficiencies in the design or operation of such internal
TVS Motor Company Limited controls, if any, of which we are aware and steps taken
"Chaitanya", No.12, Khader Nawaz Khan Road, or proposed to be taken for rectifying these deficiencies.
Nungambakkam, Chennai - 600 006, Tamil Nadu, India.
(5) We have indicated to the Auditors and the Audit
Committee:
We certify that we have reviewed the financial statements
prepared based on the Indian Accounting Standards for the a) significant changes, if any, in internal control over
year ended 31st March 2021 and to the best of our knowledge financial reporting during the year;
and belief: b) significant changes in accounting policies, if any,
(1) these statements do not contain any materially untrue during the year and that the same have been
statement or omit any material fact or contain statements disclosed in the notes to the financial statements;
that might be misleading; and

(2) these statements together present a true and fair view c) that there were no instances of significant fraud of
of the Company's affairs and are in compliance with which we have become aware and the involvement
applicable Indian Accounting Standards, Laws and therein, of the management or an employee having
Regulations. a significant role in the Company's internal control
system over financial reporting.
(3) no transactions entered into by the Company during the
year are fraudulent, illegal or violative of the Company's
code of conduct. K N Radhakrishnan K Gopala Desikan
(4) We accept responsibility for establishing and maintaining Director & CEO Chief Financial Officer
internal controls for financial reporting and we have
evaluated the effectiveness of internal control systems Chennai
of the Company pertaining to financial reporting and have 27th April 2021

86
TVS MOTOR COMPANY LIMITED

CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

(In terms of Regulation 34(3) read with Schedule V Para C(10)(i) to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015

To,
The Members of We are issuing this certificate based on the following, which
TVS Motor Company Limited, to the best of our knowledge and belief were considered
[CIN: L35921TN1992PLC022845] necessary in this regard:
"Chaitanya", No.12, Khader Nawaz Khan Road,
Nungambakkam, Chennai - 600 006, Tamil Nadu, India. 1. Our verification of the information relating to the Directors
available on the official website of the Ministry of
We hereby certify that, in our opinion, none of the Directors Corporate Affairs; and
on the Board of TVS MOTOR COMPANY LIMITED ('the
Company') as on 31st March 2021, as listed below, have 2. Our verification of the disclosures / declarations /
been debarred or disqualified from being appointed or confirmations provided by the said Directors to the
continuing as directors of companies, by the Securities and Company and other relevant information, explanation and
Exchange Board of India (SEBI) or the Ministry of Corporate representations provided by the Company, its officers
Affairs, Government of India (MCA): and agents.
Sl. Director
No. Name of the Directors Nature of Directorship Identification We wish to state that the management of the Company is
(M/s.) Number (DIN) responsible to ensure the eligibility of a person for
1. Venu Srinivasan Chairman and 00051523 appointment / continuation as a Director on the Board of the
Managing Director Company. Our responsibility is to express an opinion on this,
2. Prof. Sir Ralf Dieter Speth Non-Executive, Non- based on our verification. This certificate is neither an
Independent Director 03318908
assurance as to the future viability of the Company nor of
3. Sudarshan Venu Joint Managing Director 03601690 the efficacy or effectiveness of the Corporate Governance
4. K N Radhakrishnan Director and processes followed by the management of the Company.
Chief Executive Officer 02599393
5. Prince Asirvatham 00193260
6. C R Dua 00036080 For S Krishnamurthy & Co.,
7. R Gopalan 01624555 Company Secretaries,
Non-Executive -
8. Lalita D Gupte Independent Director 00043559
9. T Kannan 00040674 K Sriram,
10. Kuok Meng Xiong 09117910 Partner
Non-Executive, Non- Membership No. F 6312
11. H Lakshmanan 00057973
Independent Director Certificate of Practice No. 2215
12. Hemant Krishan Singh Non-Executive - 06467315 UDIN: F006312C000189110
Independent Director
13. Dr. Lakshmi Venu Non-Executive, Non- Chennai
Independent Director 02702020
27th April 2021

87
TVS MOTOR COMPANY LIMITED

Form No. MR-3

Secretarial Audit Report
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2021
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, 1. Compliance with specific statutory provisions

The Members of We further report that:
TVS Motor Company Limited,
1.1 We have examined the books, papers, Minute books
[CIN: L35921TN1992PLC022845]
“Chaitanya”, No.12, Khader Nawaz Khan Road, and other records maintained by the Company, and
Nungambakkam, Chennai - 600 006. the forms, returns, reports, disclosures and
information filed or disseminated during the year,
We have conducted a Secretarial Audit of the compliance of
according to the applicable provisions / clauses of:
applicable statutory provisions and adherence to good
corporate practices by TVS MOTOR COMPANY LIMITED (i) The Companies Act, 2013, and the rules made
('the Company') during the financial year from 1st April 2020 thereunder ('the Companies Act').
to 31st March 2021 ('the year'/ 'audit period'/ 'period under (ii) The Securities Contracts (Regulation) Act,
review'). 1956, and the rules made thereunder.
We conducted the Secretarial Audit in a manner that provided (iii) The Depositories Act, 1996, and the regulations
us a reasonable basis for evaluating the Company's corporate and bye-laws framed thereunder.
conducts / statutory compliances and expressing our opinion (iv) Foreign Exchange Management Act, 1999, and
thereon. the rules and regulations made thereunder, to
We are issuing this report based on: the extent of Overseas Direct Investment and
(i) Our verification of the books, papers, minute books and External Commercial Borrowings ('FEMA').
other records maintained by the Company and furnished (v) The following Regulations prescribed under the
to us in electronic form, forms / returns filed and compliance Securities and Exchange Board of India Act,
related action taken by the Company during the financial 1992 ('SEBI Regulations'):
year as well as after 31st March 2021 but before the issue
(a) The Securities and Exchange Board of
of this audit report;
India (Listing Obligations and Disclosure
(ii) Compliance certificates confirming compliance with all laws Requirements) Regulations, 2015 ('SEBI
applicable to the Company, given by the Key Managerial LODR');
Personnel of the Company and taken on record by the
(b) The Securities and Exchange Board of
Board of Directors; and
India (Prohibition of Insider Trading)
(iii) Representations made, documents shown and information Regulations, 2015;
provided by the Company, its officers, agents and
(c) The Securities and Exchange Board of
authorised representatives during our conduct of the
India (Substantial Acquisition of Shares and
Secretarial Audit.
Takeovers) Regulations, 2011; and

We hereby report that, in our opinion, during the audit period (d) The Securities and Exchange Board of
covering the financial year ended on 31st March 2021, the India (Issue and Listing of Debt Securities)
Company: Regulations, 2008.

(i) has complied with the statutory provisions listed hereunder; (vi) The listing agreements entered into by the
and Company with the National Stock Exchange of
India Limited (NSE) and BSE Limited (BSE) in
(ii) has Board processes and compliance mechanism in place,
relation to listing of its Equity shares; and the
to the extent, in the manner and subject to the reporting
listing agreements entered into by the Company
made hereinafter.
with NSE in relation to listing of its Non-
The members are requested to read this report along with our Convertible Debentures and Commercial
letter of even date annexed to this report as Annexure - A. Papers ('Agreements').

88
TVS MOTOR COMPANY LIMITED

(vii) Secretarial Standards issued by The Institute (iv) The Securities and Exchange Board of India
of Company Secretaries of India ('Secretarial (Share Based Employee Benefits) Regulations,
Standards'). 2014;
1.2. During the period under review, and also considering (v) The Securities and Exchange Board of India
the compliance related actions taken by the (Issue of Capital and Disclosure Requirements)
Company after 31st March 2021, but before the issue Regulations, 2018; and
of this report, we hereby report that, to the best of
our knowledge and belief, and based on the records, (vi) The Securities and Exchange Board of India
information, explanations and representations (Buy-back of Securities) Regulations, 2018.
furnished to us:
There was no other law that was specifically
(i) The Company has generally complied with the applicable to the Company, considering the nature
applicable provisions of the Act, Rules and of its business. Hence, the requirement to report on
Regulations mentioned in paragraph 1.1 (i) to compliance with specific laws under paragraph 1.2
(iii) above. does not arise.
(ii) The Company has broadly complied with the 2. Board processes:
applicable provisions of FEMA, mentioned in
We further report that:
paragraph 1.1 (iv) above.
2.1 The constitution of the Board of Directors of the
(iii) The Company has generally complied with the Company during the year was in compliance with
applicable provisions of SEBI Regulations and
the applicable provisions of the Companies Act,
Agreements mentioned in paragraph 1.1 (v) and
2013, and SEBI LODR.
(vi) above.
2.2 As on 31st March 2021, the Board has:
(iv) The Company has generally complied with the
Secretarial Standards on 'Meetings of the Board (i) 3 (three) Executive Directors;
of Directors' (SS-1) (to the extent applicable to (ii) 3 (three) Non-Executive Non-Independent
Board meetings) and the Secretarial Standards Directors (including 1 (one) Non-Independent
on 'General Meetings' (SS-2) (to the extent Woman Director); and
applicable to General meetings) mentioned in
paragraph 1.1 (vii) above. Secretarial Standards (iii) 7 (seven) Independent Directors (including 1
on 'Dividend' (SS-3) and Secretarial Standards (one) Independent Woman Director).
on 'Report of the Board of Directors', (SS-4) 2.3 The processes relating to the following changes in
being non-mandatory, have not been adopted the composition of the Board of Directors during the
by the Company. year were carried out in compliance with the
applicable provisions of the Companies Act, 2013,
1.3. We are informed that, during / in respect of the year: and SEBI LODR:
The Company was not required to comply with the
(i) Re-appointment of Mr. Venu Srinivasan (DIN:
following laws / rules / regulations and consequently
00051523), as Chairman and Managing
was not required to maintain any books, papers,
Director (CMD), for further term of 5 (five) years
Minute books or other records or file any forms /
with effect from 24th April 2020, which was
returns under:
approved through postal ballot process on 17th
(i) Foreign Exchange Management Act, 1999, and March 2020.
the rules and regulations made thereunder, to
(ii) Re-appointment of Dr. Lakshmi Venu (DIN:
the extent of Foreign Direct Investment;
02702020) and Mr. H Lakshmanan (DIN:
(ii) The Securities and Exchange Board of India 00057973), as Directors, upon retirement by
(Registrars to an Issue and Share Transfer rotation, at the 28th Annual General Meeting
Agents) Regulations, 1993, regarding the (AGM) held on 29th July 2020.
Companies Act, 2013, and dealing with clients; (iii) Cessation of Mr. Rajesh Narasimhan (DIN:
(iii) The Securities and Exchange Board of India 07824276) as a Director, with effect from the
(Delisting of Equity Shares) Regulations, 2009; closure of business hours on 24th March 2021.

89
TVS MOTOR COMPANY LIMITED

(iv) Appointment of Prof. Sir Ralf Dieter Speth (DIN: 4. Specific events / actions
03318908), as an Additional Director and as a We further report that:
Non-Executive Non-Independent Director, liable
The specific events and actions during the year, having
to retire by rotation, with effect from 24th March
2021, to hold office upto the date of the next a major bearing on the Company's affairs, in pursuance
AGM. of the above referred laws, rules, regulations and
standards were:
(v) Appointment of Mr. Kuok Meng Xiong (DIN:
09117910), as an Additional Director and as (a) The Company has made investments / further
an Independent Director, to hold office upto the investments in subsidiaries and associate companies
date of the next AGM, and subject to approval (Indian / Foreign), and an Overseas technology fund
of the shareholders, hold office for a term of as disclosed in the audited financial statement for the
5 (five) consecutive years, commencing from financial year ended 31st March 2021.
24th March 2021.
(b) The Company acquired the entire equity capital of
2.4 Adequate notice was given to all the directors to Intellicar Telematics Private Limited for a consideration
enable them plan their schedule for the Board of $ 15 Crores, consequent to which it became a wholly
meetings; and Notice of Board meetings were sent owned subsidiary of the Company with effect from 31st
atleast 7 (seven) days in advance, except in respect December 2020.
of 1 (one) meeting which was held at a shorter
notice, in compliance with Section 173(3) of the (c) The Norton Motorcycle Co Limited (formerly known as
Companies Act, 2013. Project 303 Bidco Limited), United Kingdom, which was
acquired by TVS Motor (Singapore) Pte. Limited, an
2.5 Agenda and detailed notes on agenda were sent to
overseas subsidiary of the Company, on 2nd April 2020,
the Directors atleast 7 (seven)days before the Board
signed an asset purchase agreement on 17th April 2020
meetings (except in respect of 1 (one) meeting which
was held at a shorter notice) other than the following with Norton Motorcycles Holdings Limited (in
items, which were either circulated separately or at administration) and Norton Motorcycles (UK) Limited
the Board meetings, and consent of the Board for (in administration) (together "Norton") to acquire certain
so circulating them was duly obtained as required assets from Norton, including, the brand "Norton" and
under SS-1: other associated brands for a consideration of GBP 16
(a) Supplementary agenda notes and annexures million.
in respect of unpublished price sensitive (d) The Company issued and allotted 5,000 numbers of
information such as audited accounts / results, 7.5% Unsecured, Redeemable, Listed, Rated, Non-
unaudited financial results and connected Convertible Debentures (NCD) of $ 10 Lakhs each
papers; and amounting to $ 500 Crores on 15th May 2020, on private
(b) Additional subjects / information / presentations placement basis, pursuant to approval accorded by the
and supplementary notes. Board of directors at their meeting held on 28th April
2.6 A system exists for Directors to seek and obtain 2020. The NCDs were listed on the National Stock
further information and clarifications on the agenda Exchange of India Limited on 19th May 2020.
items before the meetings and for their meaningful (e) The Board of directors of the Company at their meeting
participation at the meetings. held on 28th May 2020, accorded approval for issue of
2.7 We are informed that, at the Board meetings held Commercial papers and listing of the same on the
during the year: National Stock Exchange of India Limited upto an
(i) Majority decisions were carried through; and enhanced limit of $ 750 Crores. As on 31st March 2021,
(ii) No dissenting views were expressed by any the Company does not have any outstanding
Board member on any of the subject matters Commercial Papers.
discussed, that were required to be captured
For S Krishnamurthy & Co
and recorded as part of the Minutes.
Company Secretaries
3. Compliance mechanism
We further report that:
K. SRIRAM
There are reasonably adequate systems and processes Partner
in the Company, commensurate with the Company's size Membership No: F6312
and operations, to monitor and ensure compliance with Chennai Certificate of Practice No: 2215
applicable laws, rules, regulations and guidelines. 27th April 2021 UDIN: F006312C000188989
90
TVS MOTOR COMPANY LIMITED

Annexure – A to Secretarial Audit Report of even date

To, (c) We have taken an overall view, based on the
compliance procedures and practices followed by
The Members of
the Company.
TVS Motor Company Limited,
[CIN: L35921TN1992PLC022845] (d) We have considered the Notifications / Circulars /
“Chaitanya”, No.12, Khader Nawaz Khan Road, Guidelines issued by the Ministry of Corporate
Nungambakkam, Chennai – 600 006. Affairs (MCA) / Reserve Bank of India (RBI) /
Securities and Exchange Board of India (SEBI) /
Our Secretarial Audit Report (Form MR-3) of even date for
any other regulatory authority as may be applicable,
the financial year ended 31st March 2021, is to be read along
in respect of relaxation of various compliance time-
with this letter.
lines in respect of the compliance events
1. The Company's management is responsible for respectively stated therein.
maintenance of secretarial records and compliance with
5. We have verified only the documents shared by the
the relevant provisions of corporate and other applicable
Company in electronic mode due to the lockdown ordered
laws, rules, regulations, guidelines and standards. Our
by the Central Government and various State
responsibility is to express an opinion on the secretarial
Governments.
records produced for our audit.
6. We have not verified the correctness and appropriateness
2. We have followed such audit practices and processes
of the financial statement (including attachments and
as we considered appropriate to obtain reasonable
annexures thereto), financial records and books of
assurance about the correctness of the contents of the
accounts of the Company, as they are subject to audit by
secretarial records. the Auditors of the Company, appointed under Section
3. We have verified the secretarial records furnished to us 139 of the Act.
on a test basis to see whether the correct facts are 7. We have obtained and relied on the Management's
reflected therein. We also examined the compliance representation about compliance of laws, rules and
procedures followed by the Company on a test basis. regulations and happening of events, wherever required.
We believe that the processes and practices we followed
8. Our Secretarial Audit report is neither an assurance as to
provide a reasonable basis for our opinion.
the future viability of the Company nor of the efficacy or
4. While forming an opinion on compliance and issuing this effectiveness with which the management has conducted
report: the affairs of the Company.

(a) We have considered compliance related action

For S Krishnamurthy & Co
taken by the Company after 31st March 2021, but Company Secretaries
before the issue of this report.

(b) We have considered compliance related actions K. SRIRAM

taken by the Company based on independent legal / Partner
Membership No: F6312
professional opinion / certification obtained as being Chennai Certificate of Practice No: 2215
in compliance with law. 27th April 2021 UDIN: F006312C000188989

91
TVS MOTOR COMPANY LIMITED

ANK
BL
EFT
L
LLY
A
ION
ENT
T
IN
IS
GE
PA
HIS
T

92
TVS MOTOR COMPANY LIMITED

93
TVS MOTOR COMPANY LIMITED

94
TVS MOTOR COMPANY LIMITED

STANDALONE FINANCIAL STATEMENTS OF

TVS MOTOR COMPANY LIMITED

95
TVS MOTOR COMPANY LIMITED

INDEPENDENT AUDITORS' REPORT FOR THE YEAR ENDED 31ST MARCH 2021
To the members of TVS Motor Company Limited
Report on the Audit of the Standalone financial statements Key Audit Matter Principal Audit Procedures

Opinion 1. Overseas Equity Our audit procedures included:

Investments - Management has obtained a
We have audited the standalone financial statements of TVS
Equity Investments in valuation of the equity investment
Motor Company Limited ("the Company"), which comprise
overseas subsidiaries in the overseas subsidiary from
the standalone Balance Sheet as at 31st March 2021, the account for a significant a valuer, that is based on
standalone Statement of Profit and Loss (including Other percentage of the projected annual cash flows of
Comprehensive Income), standalone Statement of Changes Company's total equity the overseas subsidiary. We
in Equity and standalone Statement of Cash Flows for the investments. To assess gained an understanding of the
year then ended, and notes to the Standalone financial annually whether there are key assumptions used to
statements, including a summary of significant accounting indications of impairment forecast the cash flows and the
policies and other explanatory information (hereinafter referred requires significant discount rates applied (WACC)
to as "the financial statements"). management judgment in in arriving at the fair value. We
determining the recoverable consider that the management
In our opinion and to the best of our information and according
amount of these equity conclusions concerning the
to the explanations given to us, the aforesaid standalone
investments. absence of impairment in the
financial statements give the information required by the equity investment are adequately
Companies Act, 2013("Act") in the manner so required and supported and consistent with
give a true and fair view in conformity with Indian Accounting the information currently
Standards prescribed under Section 133 of the Act read with available.
the Companies (Indian Accounting Standards) Rules, 2015, WACC - Weighted Average Cost
as amended ("Ind AS") and other accounting principles of Capital.
generally accepted in India, of the state of affairs of the
2. Evaluation of Uncertain Our audit procedures included:
Company as at March 31, 2021, and profit, Other total Direct tax and Indirect Tax
Comprehensive Income, Changes in Equity and Cash Flows We obtained details of
positions
for the year ended on that date. demands relating to Direct Tax
The Company has material and indirect tax, for the year
uncertain tax positions, ended 31st March 2021. We
Basis for Opinion including matters under considered legal precedence
We conducted our audit in accordance with the Standards dispute relating Excise, and other rulings as well as
on Auditing (SAs) specified under Section 143(10) of the Act. Customs Duty (Indirect obtained external opinions in
Our responsibilities under those SAs are further described Taxes) and Income Tax evaluating management's
in the Auditor's Responsibilities for the Audit of the Standalone (Direct Tax). These matters position on these uncertain tax
Financial Statements section of our report. We are involve significant judgment positions.
independent of the Company in accordance with the Code to determine the possible
of Ethics issued by the Institute of Chartered Accountants of outcome of these disputes.
India together with the ethical requirements that are relevant Information Other than the Standalone Financial
to our audit of the standalone financial statements under the Statements and Auditor's Report thereon
provisions of the Act and the Rules thereunder, and we have The Company's Board of Directors is responsible for the
fulfilled our other ethical responsibilities in accordance with other information. The other information comprises the
these requirements and the Code of Ethics. We believe that information included in the Management and Discussion
the audit evidence we have obtained is sufficient and Analysis, Board's Report including Annexures to Board's
appropriate to provide a basis for our opinion. Report, Business Responsibility Report, Corporate
Governance and Shareholder's Information but does not
Key Audit Matters include the standalone financial statements and our auditor's
Key audit matters are those matters that, in our professional report thereon.
judgment, were of most significance in our audit of the Our opinion on the standalone financial statements does
standalone financial statements of the current period. These not cover the other information and we do not express any
matters were addressed in the context of our audit of the form of assurance conclusion thereon.
standalone financial statements as a whole, and in forming In connection with our audit of the standalone financial
our opinion thereon, and we do not provide a separate opinion statements, our responsibility is to read the other information
on these matters: and, in doing so, consider whether the other information is
96
TVS MOTOR COMPANY LIMITED

materially inconsistent with the standalone financial of users taken on the basis of these standalone financial
statements or our knowledge obtained in the audit or statements.
otherwise appears to be materially misstated. If, based on As part of an audit in accordance with SAs, we exercise
the work we have performed, we conclude that there is a professional judgement and maintain professional scepticism
material misstatement of this other information, we are throughout the audit. We also:
required to report that fact. We have nothing to report in
this regard. • Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
Responsibilities of Management and Those Charged with or error, design and perform audit procedures responsive
Governance for the Standalone financial statements to those risks, and obtain audit evidence that is sufficient
The Company's Board of Directors is responsible for the and appropriate to provide a basis for our opinion. The
matters stated in Section 134(5) of the Act with respect to risk of not detecting a material misstatement resulting
the preparation of these standalone financial statements from fraud is higher than for one resulting from error, as
that give a true and fair view of the financial position, fraud may involve collusion, forgery, intentional omissions,
financial performance, total comprehensive income, changes misrepresentations, or override of internal control.
in equity and cash flows of the Company in accordance with
• Obtain an understanding of internal control relevant to the
the accounting principles generally accepted in India,
audit in order to design audit procedures that are
including the Indian Accounting Standards (Ind AS) specified
appropriate in the circumstances. Under Section 143(3)(i)
under Section 133 of the Act. This responsibility also includes
of the Act, we are also responsible for expressing our
maintenance of adequate accounting records in accordance
opinion on whether the Company has adequate internal
with the provisions of the Act for safeguarding the assets
financial controls system in place and the operating
of the Company and for preventing and detecting frauds
effectiveness of such controls.
and other irregularities; selection and application of
appropriate accounting policies; making judgments and • Evaluate the appropriateness of accounting policies used
estimates that are reasonable and prudent; and design, and the reasonableness of accounting estimates and
implementation and maintenance of adequate internal related disclosures made by management.
financial controls, that were operating effectively for ensuring
• Conclude on the appropriateness of management's use
the accuracy and completeness of the accounting records,
of the going concern basis of accounting and, based on
relevant to the preparation and presentation of the standalone
the audit evidence obtained, whether a material uncertainty
financial statements that give a true and fair view and are
exists related to events or conditions that may cast
free from material misstatement, whether due to fraud or
significant doubt on the Company's ability to continue as
error.
a going concern. If we conclude that a material uncertainty
In preparing the standalone financial statements, the Board exists, we are required to draw attention in our auditor's
of Directors is responsible for assessing the Company's report to the related disclosures in the standalone financial
ability to continue as a going concern, disclosing, as applicable, statements or, if such disclosures are inadequate, to
matters related to going concern and using the going concern modify our opinion. Our conclusions are based on the
basis of accounting unless the Board of Directors either audit evidence obtained up to the date of our auditor's
intends to liquidate the Company or to cease operations, or report. However, future events or conditions may cause
has no realistic alternative but to do so. the Company to cease to continue as a going concern.
The Board of Directors is also responsible for overseeing • Evaluate the overall presentation, structure, and content
the Company's financial reporting process. of the standalone financial statements, including the
disclosures, and whether the standalone financial
Auditor's Responsibilities for the Audit of the Standalone statements represent the underlying transactions and
financial statements events in a manner that achieves fair presentation.
Our objectives are to obtain reasonable assurance about
We communicate with those charged with governance
whether the Standalone financial statements as a whole are
regarding, among other matters, the planned scope and
free from material misstatement, whether due to fraud or
timing of the audit and significant audit findings, including any
error, and to issue an auditor's report that includes our opinion.
significant deficiencies in internal control that we identify
Reasonable assurance is a high level of assurance but is not
during our audit.
a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. We also provide those charged with governance with a
Misstatements can arise from fraud or error and are considered statement that we have complied with relevant ethical
material if, individually or in the aggregate, they could requirements regarding independence, and to communicate
reasonably be expected to influence the economic decisions with them all relationships and other matters that may
97
TVS MOTOR COMPANY LIMITED

reasonably be thought to bear on our independence, and record by the Board of Directors, none of the directors
where applicable, related safeguards. is disqualified as on 31st March 2021 from being
appointed as a director in terms of Section 164(2) of
From the matters communicated with those charged with
the Act.
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements (f) With respect to the adequacy of the internal financial
of the current period and are therefore the key audit matters. controls over financial reporting of the Company and
We describe these matters in our auditors' report unless law the operating effectiveness of such controls, refer to
or regulation precludes public disclosure about the matter or our separate Report in "Annexure B".
when, in extremely rare circumstances, we determine that a (g) With respect to the other matters to be included in the
matter should not be communicated in our report because Auditor's Report in accordance with Rule 11 of the
the adverse consequences of doing so would reasonably be Companies (Audit and Auditors) Rules, 2014, in our
expected to outweigh the public interest benefits of such opinion and to the best of our information and according
communication. to the explanations given to us:
Report on Other Legal and Regulatory Requirements i. The Company has disclosed the impact of pending
1. As required by the Companies (Auditor's Report) Order, litigations on its financial position in its standalone
2016 ("the Order"), issued by the Central Government financial statements - Refer Note No. 40 (a) to the
of India in terms of sub-section (11) of Section 143 of standalone financial statements;
the Act, we give in the Annexure A statement on the ii. The Company did not have any long-term contracts
matters specified in paragraphs 3 and 4 of the Order, including derivative contracts for which there were
to the extent applicable. any material foreseeable losses - Refer Note No.
2. As required by Section 143(3) of the Act, we report that: 31(D);

(a) We have sought and obtained all the information and iii. There were no amounts which were required to be
explanations which to the best of our knowledge and transferred to the Investor Education and Protection
belief were necessary for the purposes of our audit. Fund by the Company.

(b) In our opinion, proper books of account as required by 3. With respect to the matter to be included in the Auditors'
law have been kept by the Company so far as it Report under Section 197(16) of the Act.
appears from our examination of those books and In our opinion and according to the information and
proper returns adequate for the purposes of our audit explanations given to us, the remuneration paid by the
of the branches have been received from the branches Company to its directors during the current year is in
not visited by us; accordance with the provisions of Section 197 of the
(c) The Standalone Balance Sheet, the Standalone Act. The remuneration paid to any director is not in
Statement of Profit and Loss (including Other excess of the limit laid down under Section 197 of the
Comprehensive Income), the Standalone Statement of Act. The Ministry of Corporate Affairs has not prescribed
Changes in Equity and the Standalone Statement of other details under Section 197(16) which are required
Cash Flows dealt with by this Report are in agreement to be commented upon by us.
with the books of accounts and with the returns received
from the branches not visited by us; For V. SANKAR AIYAR & CO
Chartered Accountants
(d) In our opinion, the aforesaid Standalone financial
Firm Regn. No.: 109208W
statements comply with the Ind AS specified under
Section 133 of the Act, read with Rule 7 of the
S. VENKATARAMAN
Companies (Accounts) Rules, 2014.
Partner
(e) On the basis of the written representations received Place: Chennai Membership No.: 023116
from the directors as on 31st March 2021 taken on Date : 27th April 2021 UDIN: 21023116AAAAHH5770

98
TVS MOTOR COMPANY LIMITED

Annexure A to Independent Auditors' Report - 31st March 2021

(Referred to in our report of even date)
(i) a) The Company has maintained proper records prescribed accounts and records have been made and
showing full particulars, including quantitative maintained. However, we have not made detailed
details and situation of fixed assets. examination of the records with a view to determine
whether they are accurate or complete.
b) The Company has a regular program of physically
verifying all the fixed assets at its plants / offices in (vii) a) According to the information and explanations
a phased manner over a period of 2 years, which given to us and the records of the Company
in our opinion is reasonable having regard to the examined by us, in our opinion, the Company is
size of the Company and the nature of its assets. generally regular in depositing undisputed statutory
No material discrepancies as compared to book dues payable including Provident Fund,
Employees' State Insurance, Income Tax, Goods
records were noticed on such verification.
and Services Tax, Customs duty and Cess and
c) According to the information and explanations other material statutory dues as applicable to the
given to us and on the basis of our examination of Company with the appropriate authorities.
the records of the company, the title deeds of According to the information and explanations
immovable properties are held in the name of the given to us, no undisputed amounts payable in
Company. respect of Provident Fund, Employees' State
Insurance, Income Tax, Goods and Services Tax,
(ii) The inventories have been physically verified by the
Customs duty and Cess were in arrears as at
management during the year, in our opinion the
31st March 2021 for a period of more than six
frequency of the physical verification is reasonable, the
months from the date they became payable.
discrepancies noticed on verification between the
physical stocks and the book stocks were not material b) According to the information and explanations given
and have been properly dealt with in the books of to us and the records of the Company, the dues of
accounts. Income Tax, Customs Duty, Wealth Tax, Sales Tax,
Service Tax, Goods and Services Tax, Value Added
(iii) According to the information and explanations given to Tax, Excise Duty and Cess which have not been
us, the Company has not granted any loans, secured deposited on account of any dispute are as follows:
or unsecured, to Companies, firms, Limited Liability
Partnerships or Other parties covered in the register Name of the Statute / Period Rs. in Forum where
maintained under Section 189 of the Companies Act, (Nature of dues) of dues Crores dispute is pending
2013. Accordingly, the provisions of clauses (iii) (a), Central Excise and
(b) & (c) of Para 3 of the Order are not applicable. 1998-2017 31.71 Service Tax Appellate
Central Excise Act,
Tribunal, Chennai
(iv) In our opinion and according to the information and 1944 (Cenvat / Excise
Duty) Assistant / Deputy /
explanations given to us, the company has complied 2017-2018 1.30 Commissioner of Central
with the provisions of sections 185 and 186 of the Act Excise, Hosur and Mysore
in respect of grant of loans, making investments and Finance Act, 1994 Central Excise and Service
providing guarantees and securities, as applicable. (Service Tax) 2002-2014 1.49 Tax Appellate Tribunal,
(v) The Company has not accepted any deposits from the Chennai / Bangalore
public, within the meaning of Sections 73 to 76 or any Hon'ble High Court of
Customs Act, 1962 1999-2001 1.36 Judicature, Chennai
other relevant provisions of the Act and Rules framed
(Customs Duty) Addl. Director General
thereunder. We are informed that no order has been 2015-2020 39.27
passed by the Company Law Board or National (DRI) - Mumbai
Company Law Tribunal or Reserve Bank of India or Assessing officer
1998-2016
any court or other tribunal. Sales Tax /
VAT Laws Joint Commissioner
2004-2005 1.42 (Appeals)
(vi) The Central Government has prescribed the (Sales Tax)
maintenance of cost records under Section 148(1) of 1998-2010 Tribunals
the Act in respect of certain products manufactured by (viii) On the basis of verification of records and according
the Company. We have broadly reviewed the books of to the information and explanations given to us, the
account maintained by the Company pursuant to the Company has not defaulted in repayment of loans or
rules made by the Central Government for the borrowings to any Banks / Financial Institutions /
maintenance of cost records under Section 148(1) of Government / dues to Debenture holders as on the
the Act and are of the opinion that, prima facie, the balance sheet date.
99
TVS MOTOR COMPANY LIMITED

(ix) In our opinion and according to the information and Company is in compliance with Section 177 and
explanations given to us, the money raised by way of Section 188 of the Act, where applicable, for all
term loans and by issue of debt instruments by the transactions with the related parties and the details of
Company have been applied for the purpose for which related party transactions have been disclosed in the
they were obtained. The Company has not raised financial statements as required by the applicable
monies by way of initial public offer or further public accounting standards.
offer during the year.
(xiv) During the year, the Company has not made any
(x) During the course of our examination of the books preferential allotment or private placement of shares
and records of the Company, carried out based upon or fully or partly convertible debentures and hence,
the generally accepted audit procedures performed reporting under para 3 of clause (xiv) of the Order is
for the purpose of reporting the true and fair view of not applicable to the Company.
the financial statements, to the best of our knowledge
(xv) In our opinion and according to the information and
and belief and as per the information and explanations
explanations given to us, during the year the Company
given to us by the Management, and the
has not entered into any non-cash transactions with
representations obtained from the management, no
its directors or persons connected with him and hence
material fraud by the Company and on the company
provisions of Section 192 of the Act are not applicable.
by its officers or employees have been noticed or
reported during the year. (xvi) The Company is not required to be registered under
section 45-IA of the Reserve Bank of India Act, 1934.
(xi) In our opinion and according to the information and
Accordingly, the provisions of Clause 3(xvi) of the
explanations given to us, the Company has paid/
Order are not applicable to the Company.
provided managerial remuneration in accordance with
the requisite approvals mandated by the provisions
of Section 197 read with Schedule V to the Act. For V. SANKAR AIYAR & CO
Chartered Accountants
(xii) The Company is not a Nidhi Company and hence Firm Regn. No.: 109208W
reporting under clause (xii) of the Order is not
applicable
S. VENKATARAMAN
(xiii) In our opinion and according to the information and Partner
explanations given to us, based on verification of the Place: Chennai Membership No.: 023116
records and approvals of the Audit Committee, the Date : 27th April 2021 UDIN: 21023116AAAAHH5770

Annexure - B to the Independent Auditors' Report - 31st March 2021

(Referred to in our report of even date)
Report on the Internal Financial Controls under Clause Chartered Accountants of India (ICAI). These
(i) of Sub-section 3 of Section 143 of the Companies Act, responsibilities include the design, implementation and
2013 ("the Act") maintenance of adequate internal financial controls that
1. We have audited the internal financial controls over were operating effectively for ensuring the orderly and
financial reporting of TVS Motor Company Limited ("the efficient conduct of its business, including adherence
Company") as of March 31, 2021 in conjunction with to company's policies, the safeguarding of its assets,
our audit of the standalone Ind AS financial statements the prevention and detection of frauds and errors, the
of the Company for the year ended on that date. accuracy and completeness of the accounting records,
and the timely preparation of reliable financial
Managements Responsibility for Internal Financial information, as required under the Companies Act,
Controls 2013.
2. The Company's management is responsible for
establishing and maintaining internal financial controls Auditors' Responsibility
based on the internal control over financial reporting 3. Our responsibility is to express an opinion on the
criteria established by the Company considering the Company's internal financial controls over financial
essential components of internal control stated in the reporting based on our audit. We conducted our audit
Guidance Note on Audit of Internal Financial Controls in accordance with the Guidance Note on Audit of
over Financial Reporting issued by the Institute of Internal Financial Controls Over Financial Reporting
100
TVS MOTOR COMPANY LIMITED

(the "Guidance Note") and the Standards on Auditing, transactions are recorded as necessary to permit
issued by ICAI and deemed to be prescribed under preparation of financial statements in accordance with
Section 143(10) of the Companies Act, 2013, to the generally accepted accounting principles, and that
extent applicable to an audit of internal financial receipts and expenditures of the company are being
controls, both applicable to an audit of Internal Financial made only in accordance with authorisations of
Controls and, both issued by the Institute of Chartered management and directors of the Company; and (3)
Accountants of India. Those Standards and the provide reasonable assurance regarding prevention or
Guidance Note require that we comply with ethical timely detection of unauthorised acquisition, use, or
requirements and plan and perform the audit to obtain disposition of the company's assets that could have a
reasonable assurance about whether adequate internal material effect on the financial statements.
financial controls over financial reporting were
Inherent Limitations of Internal Financial Controls over
established and maintained and if such controls
Financial Reporting
operated effectively in all material respects.
7. Because of the inherent limitations of internal financial
4. Our audit involves performing procedures to obtain audit controls over financial reporting, including the possibility
evidence about the adequacy of the internal financial of collusion or improper management override of
controls system over financial reporting and their controls, material misstatements due to error or fraud
operating effectiveness. Our audit of internal financial may occur and not be detected. Also, projections of
controls over financial reporting included obtaining an any evaluation of the internal financial controls over
understanding of internal financial controls over financial financial reporting to future periods are subject to the
reporting, assessing the risk that a material weakness risk that the internal financial control over financial
exists, and testing and evaluating the design and reporting may become inadequate because of changes
operating effectiveness of internal control based on the in conditions, or that the degree of compliance with the
assessed risk. The procedures selected depend on the policies or procedures may deteriorate.
auditor's judgment, including the assessment of the
risks of material misstatement of the financial Opinion
statements, whether due to fraud or error. 8. In our opinion, the Company has, in all material respects,
5. We believe that the audit evidence we have obtained an adequate internal financial control system over
is sufficient and appropriate to provide a basis for our financial reporting and such internal financial controls
audit opinion on the Company's internal financial over financial reporting were operating effectively as at
controls system over financial reporting. March 31, 2021, based on the internal control over
financial reporting criteria established by the Company
Meaning of Internal Financial Controls over Financial considering the essential components of internal control
Reporting stated in the Guidance Note on Audit of Internal Financial
6. A company's internal financial control over financial Control over Financial Reporting issued by the Institute
reporting is a process designed to provide reasonable of Chartered Accountants of India.
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external For V. SANKAR AIYAR & CO
purposes in accordance with generally accepted Chartered Accountants
accounting principles. A company's internal financial Firm Regn. No.: 109208W
control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of S. VENKATARAMAN
records that, in reasonable detail, accurately and fairly Partner
reflect the transactions and dispositions of the assets Place: Chennai Membership No.: 023116
of the Company; (2) provide reasonable assurance that Date : 27th April 2021 UDIN: 21023116AAAAHH5770

101
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Balance Sheet as at 31st March 2021

Rupees in crores
As at As at
Notes
31-03-2021 31-03-2020
ASSETS
Non-current assets
Property, plant and equipment 2 2,632.75 2,619.73
Capital work-in-progress 2 112.56 126.56
Other intangible assets 2 264.81 176.73
Intangible assets under development 166.10 158.87
Right-of-use asset 3 112.79 103.48
Financial assets
i. Investments 4 3,314.52 2,605.88
ii. Other financial assets 5 0.80 249.66
Non-Current tax assets (Net) 20.62 10.71
Other non-current assets 6 125.71 80.11
6,750.66 6,131.73
Current assets
Inventories 7 1,151.81 1,038.93
Financial assets
i. Trade receivables 8 869.98 1,281.36
ii. Cash and cash equivalents 9 858.98 414.30
iii. Bank balances other than (ii) above 10 70.83 4.87
iv. Other financial assets 11 16.52 18.00
Current tax assets (Net) 4.19 0.62
Other current assets 12 474.48 463.51
3,446.79 3,221.59
Total assets 10,197.45 9,353.32
EQUITY AND LIABILITIES
Equity
Equity share capital 13 47.51 47.51
Other equity 14 4,123.44 3,570.58
4,170.95 3,618.09
Liabilities
Non-current liabilities
Financial liabilities
i. Borrowings 15 1,035.58 904.63
ii. Lease liabilities 93.76 85.79
Provisions 16 116.30 92.60
Deferred tax liabilities (Net) 17 195.45 158.05
1,441.09 1,241.07
Current liabilities
Financial liabilities
i. Borrowings 18 – 1,070.00
ii. Lease liabilities 29.70 23.89
iii. Trade payables 19
a. Total outstanding dues of micro and small enterprises 39.75 116.60
b. Total outstanding dues of other than (iii) (a) above 3,881.85 2,769.79
iv. Other financial liabilities 20 222.68 149.85
Provisions 16 76.24 83.65
Other current liabilities 21 335.19 280.38
4,585.41 4,494.16
Total liabilities 6,026.50 5,735.23
Total equity and liabilities 10,197.45 9,353.32
Significant accounting policies 1
See accompanying notes to the financial statements
VENU SRINIVASAN SUDARSHAN VENU H. LAKSHMANAN As per our report annexed
Chairman & Managing Director Joint Managing Director Director For V. Sankar Aiyar & Co.
Chartered Accountants
Firm Regn. No.: 109208W
K.N.RADHAKRISHNAN K. GOPALA DESIKAN K.S. SRINIVASAN
Director & Chief Executive Officer Chief Financial Officer Company Secretary S. VENKATARAMAN
Partner
Place : Chennai Membership No.: 023116
Date : 27th April 2021
102
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Statement of Profit and Loss for the year ended 31st March 2021
Rupees in crores
Year ended Year ended
Notes
31-03-2021 31-03-2020
I Revenue from operations 22 16,750.54 16,423.34
II Other income 23 32.97 32.10
III Total income (I + II) 16,783.51 16,455.44

IV Expenses:
Cost of materials consumed 24 12,506.89 11,854.80
Purchase of stock-in-trade 24 224.21 259.20
Changes in inventories of finished goods,
stock-in-trade and work-in-progress 24 (7.25) 21.93
Employee benefits expense 25 948.47 938.41
Finance costs 26 141.60 102.19
Depreciation and amortisation expense 27 493.68 489.03
Other expenses 28 1,649.67 2,003.14
Total expenses 15,957.27 15,668.70
V Profit before exceptional items and tax (III - IV) 826.24 786.74
VI Exceptional items – (32.33)
VII Profit before tax (V + VI) 826.24 754.41
VIII Tax expense 29
i. Current tax 203.39 233.90
ii. Deferred tax 10.81 (71.74)
IX Profit for the year (VII - VIII) 612.04 592.25
X Other comprehensive income
A. Items that will not be reclassified to profit or loss:
Remeasurements of post employment benefit obligations 7.27 (45.30)
Change in fair value of equity instruments 61.44 (38.42)
Income tax relating to these items (9.35) 15.27
B. Items that will be reclassified to profit or loss:
Fair value changes on cash flow hedges 64.97 (66.53)
Income tax relating to these items (17.24) 16.75
Other comprehensive income for the year, net of tax 107.09 (118.23)
XI Total comprehensive income for the year - (IX + X) 719.13 474.02

XII Earnings per equity share (Face value of Re.1/- each)

Basic & Diluted earnings per share (in rupees) 36 12.88 12.47
See accompanying notes to the financial statements

VENU SRINIVASAN SUDARSHAN VENU H. LAKSHMANAN As per our report annexed

Chairman & Managing Director Joint Managing Director Director For V. Sankar Aiyar & Co.
Chartered Accountants
Firm Regn. No.: 109208W
K.N.RADHAKRISHNAN K. GOPALA DESIKAN K.S. SRINIVASAN
Director & Chief Executive Officer Chief Financial Officer Company Secretary S. VENKATARAMAN
Partner
Place : Chennai Membership No.: 023116
Date : 27th April 2021
103
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Statement of changes in Equity

a Equity Share Capital Rupees in crores

As at 01-04-2019 47.51
Changes in equity share capital –
As at 31-03-2020 47.51
Changes in equity share capital –
As at 31-03-2021 47.51
b Other Equity
Reserves & Surplus Other Reserves
Equity Instruments
Particulars General Capital Retained Fair Valued Hedging
reserve reserve earnings through Other reserve Total
Comprehensive
Income
Balance as at 01-04-2019 865.64 6.43 2,350.45 78.92 (1.63) 3,299.81
Add : Profit for the year 2019-20 592.25 592.25
Add : Other comprehensive income for the year 2019-20 (33.91) (34.54) (68.45)
Less : Reclassification to profit or loss, net of tax (1.63) (1.63)
Less : Change in fair value of hedging instruments, net of tax 51.41 51.41
Add : Adjustment as per Ind AS 116, net of tax
(Retrospective application with cumulative effect) (3.22) (3.22)
Less : Distribution to shareholders :
2019-20 First Interim dividend paid 99.77 99.77
2019-20 Second Interim dividend paid 66.51 66.51
Less : Dividend Tax 33.75 33.75
Balance as at 31-03-2020 865.64 6.43 2,705.54 44.38 (51.41) 3,570.58
Add : Profit for the year 2020-21 612.04 612.04
Add : Other comprehensive income for the year 2020-21 5.44 53.93 59.37
Less : Reclassification to profit or loss, net of tax (51.41) (51.41)
Less : Change in fair value of hedging instruments,
net of tax 3.68 3.68
Less : Distribution to shareholders :
2020-21 First Interim dividend paid 99.77 99.77
2020-21 Second Interim dividend declared 66.51 66.51
Balance as at 31-03-2021 865.64 6.43 3,156.74 98.31 (3.68) 4,123.44
Nature and purpose of Reserves
1. General reserve is available for distribution to shareholders.
2. Capital reserve
i. On shares forfeited ($ 55,200) –
ii. On surplus arising out of amalgamation 6.43
6.43
3. Hedge Reserve - Refer Note No. 31(D)

VENU SRINIVASAN SUDARSHAN VENU H. LAKSHMANAN As per our report annexed

Chairman & Managing Director Joint Managing Director Director For V. Sankar Aiyar & Co.
Chartered Accountants
Firm Regn. No.: 109208W
K.N.RADHAKRISHNAN K. GOPALA DESIKAN K.S. SRINIVASAN
Director & Chief Executive Officer Chief Financial Officer Company Secretary S. VENKATARAMAN
Partner
Place : Chennai Membership No.: 023116
Date : 27th April 2021
104
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Cash Flow Statement Rupees in crores

Year ended Year ended
31-03-2021 31-03-2020
A. Cash flow from operating activities
Net profit before tax 826.24 754.41

Add: Depreciation and amortisation for the year 493.68 489.03

(Profit) / Loss on sale of fixed assets 1.88 (2.27)
Net (profit) / loss on sale of investments (0.04) (0.03)
Unrealised exchange (gain) / loss 17.70 (33.95)
(Gain) on lease preclosure – (0.31)
Dividend income (0.20) (3.37)
Interest income (31.95) (25.58)
Finance cost 141.60 102.19
Provisions 22.17 5.94
644.84 531.65

Operating profit before working capital changes 1,471.08 1,286.06

Adjustments for:
Trade receivables 392.76 171.44
Inventories (112.88) 137.01
Other current assets (10.97) 11.05
Other financial assets 51.36 (3.53)
Trade payables 1,036.97 (42.22)
Other financial liabilities (excluding current maturity of
non-current borrowings) (51.46) 0.94
Other current liabilities 54.81 (6.72)
Other non - current assets (68.79) 24.59
1,291.80 292.56
Cash generated from operations 2,762.88 1,578.62
Direct taxes paid (202.00) (185.00)
Net cash from operating activities (A) 2,560.88 1,393.62

B. Cash flow from investing activities

Payment towards purchase of property, plant and
equipment, intangible assets, capital work in progress,
intangibles under development, net of capital advances (558.66) (749.45)
Sale of fixed assets 2.99 22.76
Share application money paid – (249.53)
Investments in subsidiaries and associates (406.87) (340.90)
Purchase of investments (5.51) (6.46)
Sale / disposal of investments 16.78 5.78
Interest received 30.46 25.58
Dividends received 0.20 3.37
(920.61) (1,288.85)
Net cash from / (used in) investing activities (B) (920.61) (1,288.85)

105
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Cash Flow Statement – (continued) Rupees in crores

Year ended Year ended
31-03-2021 31-03-2020

C. Cash flow from financing activities

Borrowings:
Non-current borrowings availed / (repaid) 175.13 187.54
Current borrowings availed / (repaid) (1,070.00) 401.29
Other bank balances (66.63) (0.12)
Finance cost paid (112.91) (100.34)
Repayment of lease liabilities (21.41) (17.83)
Dividend and dividend tax paid (99.77) (200.03)

(1,195.59) 270.51

Net cash from / (used in) financing activities (C) (1,195.59) 270.51

Total (A)+(B)+(C) 444.68 375.28

Cash and cash equivalents at the beginning of the year 414.30 39.02
Cash and cash equivalents at the end of the year 858.98 414.30

D. Net increase / (decrease) in cash and cash equivalents 444.68 375.28

Note : The above statement of cash flow is prepared using indirect method.

Change in liability arising from financing activities:

As at Foreign As at
Particulars 01-04-2020 Cash flow exchange Amortisation 31-03-2021
movement

Non-current borrowings
(Including current maturities) 951.91 175.13 (14.67) (5.99) 1,106.38

Current borrowings 1,070.00 (1,070.00) – – –

Non-cash financing & investing activities:

2020-21 2019-20

Acquisition of right-of-use assets 35.19 68.00

Acquisition of property, plant and equipment 0.60 –

VENU SRINIVASAN SUDARSHAN VENU H. LAKSHMANAN As per our report annexed

Chairman & Managing Director Joint Managing Director Director For V. Sankar Aiyar & Co.
Chartered Accountants
Firm Regn. No.: 109208W
K.N.RADHAKRISHNAN K. GOPALA DESIKAN K.S. SRINIVASAN
Director & Chief Executive Officer Chief Financial Officer Company Secretary S. VENKATARAMAN
Partner
Place : Chennai Membership No.: 023116
Date : 27th April 2021
106
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements

1 SIGNIFICANT ACCOUNTING POLICIES
The accounting policies mentioned herein are relating to the standalone financial statements of the Company.
a) Brief description of the Company
TVS Motor Company Limited ('the Company') is a public limited company incorporated and domiciled in India
whose shares are publicly traded. The registered office is located at "Chaitanya", No. 12, Khader Nawaz Khan
Road, Nungambakkam, Chennai 600 006, Tamil Nadu, India.
The Company manufactures two wheelers, three wheelers, parts and accessories thereof. The Company has
manufacturing plants located at Hosur in Tamil Nadu, Mysore in Karnataka and Nalagarh in Himachal Pradesh.

b) Basis of preparation
The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and
other relevant provisions of the Act.
The financial statements have been prepared on the historical cost convention under accrual basis of accounting except
for certain financial assets and liabilities (as per the accounting policy below), which have been measured at fair value.
These financial statements for the year ended 31st March 2021 have been approved and authorised for issue by
the Board of Directors at its meeting held on 27th April 2021.
c) Use of estimates
The preparation of financial statements requires management to make certain estimates and assumptions that
affect the amounts reported in the financial statements and notes thereto. The management believes that these
estimates and assumptions are reasonable and prudent. However, actual results could differ from these estimates.
Any revision to accounting estimates is recognised prospectively in the current and future period. The estimates
and underlying assumptions are reviewed on an ongoing basis.
This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items
which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than
those originally assessed. Detailed information about each of these estimates and judgments is included in the
relevant notes together with information about the basis of calculation for each affected line item in the financial
statements.
d) Significant Estimates and judgements
The areas involving critical estimates or judgments are:
i) Estimation of fair value of unlisted securities - Refer Note 30
ii) Defined benefit obligation - Refer Note 33
iii) Estimation of useful life of Property, Plant and Equipment - Refer Note 1(f) and 1(g)
iv) Estimation and evaluation of provisions and contingencies relating to tax litigations - Refer Note 40(a).
e) Revenue recognition
Performance obligation:
The revenue is recognized on fulfilment of performance obligation. Revenue excludes taxes or duties collected on
behalf of the government.
Sale of products:
The Company earns revenue primarily from sale of automotive vehicles, parts and accessories.
Payment for the sale is made as per the credit terms in the agreements with the customers. The credit period is
generally short term, thus there is no significant financing component.
The Company's contracts with customers do not provide for any right to returns, refunds or similar obligations.
The Company's obligation to repair or replace faulty products under standard warranty terms is recognised as a
provision. (Refer Note 37)
Revenue is recognised when the performance obligations are satisfied and the control of the goods is transferred,
being when the goods are delivered as per the relevant terms of the contract at which point in time the Company
has a right to payment for the goods, customer has possession and legal title to the goods, customer bears significant
risk and rewards of ownership and the customer has accepted the goods or the Company has objective evidence
that all criteria for acceptance have been satisfied.
107
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

Sale of services:
The Company also earns revenue from providing IT services and Royalty on usage of Company's technical knowhow.
In respect of IT service, the revenue is recognised on a time proportion basis as the customer simultaneously receives
and consumes the benefits as the obligations are performed. Payment for the services provided are received as per the
credit terms agreed with the customers. The credit period is generally short term, and thus there is no significant financing
component.
In respect of Royalty, the performance obligation is, to provide the right-to-use the Company's technical knowhow by the
customers, for which usage-based royalty is charged. Payment for the services provided is received as per the credit
terms as agreed with the customers. The credit period is generally short term, and thus there is no significant financing
component.

Significant judgements:
There are no significant judgements made by the Company in determining the timing of satisfaction of performance
obligation. It is determined as per the terms of the contract.

f) Property, Plant and Equipment

Property, plant and equipment (including furniture, fixtures, vehicles, etc.) are held for use in the production or supply of
goods or services, or for administrative purposes. Freehold Land is carried at historical cost. All other items of Property,
plant and equipment are stated at cost of acquisition or construction less accumulated depreciation / amortization and
impairment, if any. Cost includes purchase price, taxes and duties, labour cost and directly attributable overheads
incurred upto the date the asset is ready for its intended use. However, cost excludes Goods and Services Tax to the
extent credit of the tax is availed of.
Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the
item can be measured reliably. The carrying amount of any component accounted for as separate asset is derecognised
when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they
are incurred.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit
or loss within other income / expense.
g) Depreciation and amortization
i) Depreciation on tangible fixed assets is charged over the estimated useful life of the asset or part of the asset (after
considering double/triple shift) as evaluated by a Chartered Engineer, on straight line method, in accordance with
Part A of Schedule II to the Companies Act, 2013.
ii) Keeping in mind the rigorous and periodic maintenance program followed by the Company, the estimated useful life
of the tangible fixed assets as assessed by the Chartered Engineer and followed by the Company is given below:
Description Years
Factory building and other buildings 5 to 61
Plant and machinery 5 to 21
Electrical equipment 15
Furniture and fixtures 10
Computers and information systems 3 to 4
Material handling equipment 5
Mobile phone 2
Vehicles 6
iii) Tools and dies used for two wheelers are depreciated based on quantity of components manufactured and the life
of tools and dies, subject to a maximum of 5 years. Tools and dies used for low volume model operations are
depreciated at 11.31 per cent.
iv) Residual values and useful lives are reviewed, and adjusted, if appropriate, for each reporting period.
v) On tangible fixed assets added / disposed of during the year, depreciation is charged on pro-rata basis from the date
of addition / till the date of disposal.
vi) Depreciation in respect of tangible assets costing less than $ 5,000/- is provided at 100%.
108
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

h) Intangible assets
Intangible assets acquired separately:
Intangible assets with finite useful lives that are acquired separately and the estimated useful life is more than one
year, is capitalised and carried at cost less accumulated amortisation and accumulated impairment losses.
Internally-generated intangible assets - research and development expenditure:
Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally
generated intangible asset arising from development phase of internal project is recognised, if and only if, the conditions
under the Ind AS 34 – Intangible Asset, are fulfilled. If the conditions are not fulfilled the same is recognised in profit or
loss in the period in which it is incurred.
The intangible assets are amortised on straight line basis over its useful life, viz., 2 years in the case of software and
6 to 10 years in the case of Design, Development and Technical knowhow.

i) Impairment
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for, the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups
of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed
for possible reversal of the impairment at the end of each reporting period.

j) Foreign currency translation

(i) Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic environment
in which the Company operates ('the functional currency'). i.e., in Indian rupee (INR) and all values are rounded
off to nearest crores except otherwise indicated.
(ii) Transactions and balances
Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of transaction.
i) Foreign currency monetary assets and liabilities such as cash, receivables, payables, etc., are translated at
year end exchange rates.
ii) Non-monetary items denominated in foreign currency such as investments, fixed assets, etc., are valued at
the exchange rate prevailing on the date of transaction. Non-monetary investments measured at fair value in
a foreign currency are translated using the exchange rates at the date when the fair value is determined. The
gain or loss arising on account of such translation is recognized in OCI or Profit or Loss in line with the
designation of the respective item.
iii) Exchange differences arising on settlement of transactions and translation of monetary items are recognised
as income or expense in the year in which they arise.
k) Hedge accounting
Derivatives are initially recognised at fair value on the date when a derivative contract is entered into and are subsequently
remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value
depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being
hedged. The Company designates certain derivatives as either:
• hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges)
• hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable
forecast transactions (cash flow hedges), or
• hedges of a net investment in a foreign operation (net investment hedges).
The Company documents at the inception of the hedging transaction the relationship between hedging instruments
and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions.
The Company also documents its assessment, both at hedge inception and on an ongoing basis, of whether the
derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting
changes in fair values or cash flows of hedged items.
109
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

The fair values of various derivative financial instruments used for hedging purposes are disclosed in Note 30.
Movements in the hedging reserve in shareholders' equity are shown in Note 31. The full fair value of a hedging
derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than
12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12
months.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is
recognised in the other comprehensive income in cash flow hedging reserve within equity, limited to the cumulative
change in fair value of the hedged item on a present value basis from the inception of the hedge. The gain or loss
relating to the ineffective portion is recognised immediately in profit or loss.
When forward contracts are used to hedge forecast transactions, the Company generally designates only the change
in fair value of the forward contract related to the spot component as the hedging instrument. Gains or losses relating
to the effective portion of the change in the spot component of the forward contracts are recognised in other
comprehensive income in cash flow hedging reserve within equity. In some cases, the entity may designate the full
change in fair value of the forward contract (including forward points) as the hedging instrument. In such cases, the
gains and losses relating to the effective portion of the change in fair value of the entire forward contract are recognised
in the cash flow hedging reserve within equity.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or
loss (for example, when the forecast sale that is hedged takes place).
When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative deferred gain or loss and deferred costs of hedging in equity at that time, remains in equity
until the forecast transaction occurs. When the forecast transaction is no longer expected to occur, the cumulative
gain or loss and deferred costs of hedging that were reported in equity are immediately reclassified to profit or loss.

l) Inventories
Inventories are valued at the lower of cost and net realisable value.
i) Cost of raw materials, components, stores and spares are ascertained on a moving average basis.
ii) Cost of finished goods and work-in-progress comprise of direct materials, direct labour and an appropriate proportion
of variable and fixed overhead, the latter being allocated on the basis of normal operating capacity. Costs are
assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory
are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the
ordinary course of business less the estimated costs of completion and the estimated costs necessary to make
the sale. Materials and supplies held for use in production of inventories are not written down if the finished
products in which they will be used are expected to be sold at or above cost. Slow and non-moving material,
obsolescence, defective inventories are duly provided for.
m) Employee benefits
i) Short term obligations:
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within
12 months after the end of the period in which the employees render the related service are recognized in
respect of employees' services upto the end of the reporting period and are measured at the amounts expected
to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations
in the balance sheet.
ii) Other long term obligations:
The liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in
which the employees render the related service. They are, therefore, measured at the present value of the expected
future payments to be made in respect of services provided by employee upto the end of reporting period using the
projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period
that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience
adjustments and changes in actuarial assumptions are recognised in other comprehensive income.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional
right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement
is expected to occur.
110
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

iii) Post-employment obligation:

The Company operates the following post-employment schemes:
a) Defined benefit plans such as gratuity for its eligible employees, pension plan for its eligible senior managers;
and
b) Defined contribution plans such as provident fund.
Pension and gratuity obligation:
The liability or asset recognised in the balance sheet in respect of defined benefit pension and gratuity plan is the
present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets.
The defined benefit obligation is calculated annually by Actuaries using the projected unit credit method.
The present value of the defined benefit obligation denominated in INR is determined by discounting the estimated
future cash outflows by reference to market yields at the end of the reporting period on the Government Bonds
that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit
obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement
of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions
are recognised in the period in which they occur, directly in other comprehensive income (net-off deferred tax).
They are included in retained earnings in the statement of changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments
are recognised immediately in profit or loss as past service cost.
Provident fund:
The eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined
contribution plan, in which both employees and the Company make monthly contributions at a specified percentage
of the covered employees' salary. The provident fund contributions are made to an irrevocable trust set up by the
Company. The Company is generally liable for annual contributions and any shortfall in the fund assets based on
the Government specified minimum rates of return and recognises such contributions and shortfall, if any, as an
expense in the year in which it is incurred.

iv) Bonus plans:

The Company recognises a liability and an expense for bonus. The Company recognises a provision where
contractually obliged or where there is a past practice that has created a constructive obligation.

n) Taxes on income
Tax expense comprises of current and deferred taxes.
The income tax expense or credit for the period is the tax payable on the current period's taxable income based
on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate
on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the balance sheet method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred
tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not
accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting profit nor taxable profit or loss. Deferred
income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end
of the reporting period and are expected to apply when the related deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise
those temporary differences and losses.

111
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and
tax bases of investments in foreign operations where the Company is able to control the timing of the reversal of
the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate to income taxes levied by the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.
Where the Company is entitled to claim special tax deductions for investments in qualifying assets or in relation
to qualifying expenditure (the Research and Development or other investment allowances), the Company accounts
for such allowances as tax credits, which means that the allowances reduce income tax payable and current tax
expense. A deferred tax asset is recognised for unclaimed tax credits that are carried forward as deferred tax
assets.
o) Government Grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will
be received and the Company will comply with all attached conditions.
Government grants receivable as compensation for expenses or financial support are recognized in profit and loss of the
period in which it becomes available.
Government grants relating to the purchase of property, plant and equipment are included in current / non-current
liabilities as deferred income and are credited to profit and loss on a straight-line basis over the expected lives of the
related assets and presented within other income.
In case of waiver of duty under EPCG licence, such grant is considered as revenue grant and recognized in statement
of profit and loss on completion of export obligation as approved by the Regulatory Authorities.
p) Provisions and contingent liabilities
i) Provision:
A provision is recorded when the Company has a present legal or constructive obligation as a result of past events,
it is probable that an outflow of resources will be required to settle the obligation and the amount can be reasonably
estimated. The estimated liability for product warranties is recorded when products are sold based on technical
evaluation.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle
the present obligation at the end of the reporting period. The discount rate used to determine the present value is a
pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
The increase in the provision due to the passage of time is recognised as interest expenses.
ii) Contingent liabilities:
Wherever there is a possible obligation that arises from past events and whose existence will be confirmed only by
the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity
or a present obligation that arises from past events but is not recognised because (a) it is not probable that an
outflow of resources embodying economic benefits will be required to settle the obligation; or (b) the amount of the
obligation cannot be measured with sufficient reliability are considered as contingent liabilities. Show cause notices
are not considered as Contingent Liabilities unless converted into demand.

q) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker.

r) Leases
From 1st April 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the
leased asset is available for use by the Company. Contracts may contain both lease and non-lease components.
The Company allocates the consideration in the contract to the lease and non-lease components based on their relative
112
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

stand-alone prices. However, for leases of real estate for which the Company is a lessee, it has elected not to separate
lease and non-lease components and instead accounts for these as a single lease component.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable
• variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the
commencement date
• amounts expected to be payable by the Company under residual value guarantees
• the exercise price of a purchase option if the Company is reasonably certain to exercise that option, and
• payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of
the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
readily determined, which is generally the case for leases in the Company, the Company's incremental borrowing
rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an
asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and
conditions.
To determine the incremental borrowing rate, the Company:
• where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted
to reflect changes in financing conditions since third party financing was received
• uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the
Company which does not have recent third party financing, and
• makes adjustments specific to the lease, e.g. term, country, currency and security.
The Company if exposed to potential future increases in variable lease payments based on an index or rate, which
are not included in the lease liability until they take effect. When adjustments to lease payments based on an index
or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit and loss
over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability
for each period.
Variable lease payments are recognised in profit and loss in the period in which the condition that triggers those
payments occurs.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date less any lease incentives received;
• any initial direct costs, and
• restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a
straight-line basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.
Payments associated with short-term leases of equipment and all leases of low-value assets are recognised on a
straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or
less. Low-value assets comprise IT equipment and small items of office furniture.
s) Cash and Cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of
three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the
balance sheet.
t) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less provision for impairment.

113
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

u) Contract liabilities
A contract liability is the obligation to transfer goods to a customer for which the Company has received consideration
(or an amount of consideration is due) from the customer. If a customer pays consideration before the Company
transfers goods or services to the customer, a contract liability is recognised when the consideration is received.
Contract liabilities are recognised as revenue when the Company performs under the contract.
v) Investments and Other financial assets
i) Classification
The Company classifies its financial assets in the following categories:
• Those to be measured subsequently at fair value (either through other comprehensive income, or through
profit or loss), and
• Those measured at amortized cost.
The classification depends on the entity's business model for managing the financial assets and the contractual
terms of the cash flow.

ii) Measurement
At Initial recognition, the Company measures a financial asset at its fair value plus transaction cost (in the case of
a financial asset not a fair value through profit or loss) that are directly attributable to the acquisition of the
financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in
profit or loss.

Debt Instruments:
Subsequent measurement of debt instruments depends on the company's business model for managing the
asset and the cash flow characteristics of the asset. There are two measurement categories into which the
Company classifies its debt instruments.
• Amortised Cost:
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments
of principal and interest are measured at amortised cost. A gain or loss on debt investment that is subsequently
measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the
asset is de-recognised or impaired. Interest income from these financial assets is included in finance income
using the effective interest rate method.
• Fair Value through profit or loss:
Assets that do not meet the criteria for amortised cost or Fair Value through Other Comprehensive Income
(FVOCI) are measured at Fair Value Through Profit or Loss (FVTPL). A gain or loss on a debt investment that
is subsequently measured at FVTPL and is not part of a hedging relationship is recognised in profit or loss and
presented in the statement of profit and loss within other gains / (losses) in the period in which it arises.
Interest income from these financial assets is included in other income.

Equity instruments:
The Company subsequently measures all investments in equity (except of the subsidiaries / associates) at fair
value. Where the company's management has elected to present fair value gains and losses on equity investments
in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or
loss. Dividends from such investments are recognised in profit or loss as other income when the Company's right
to receive payments is established.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported
separately.
Where the Company elects to measure fair value through profit and loss, changes in the fair value of such
financial assets are recognised in the statement of profit and loss.
Investment in subsidiaries / associates:
Investment in subsidiaries / associates are measured at cost less provision for impairment.

iii) Impairment of financial assets

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried
at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there
114
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

has been significant increase in credit risk. Note 31 details how the company determines whether there has been
a significant increase in credit risk.
For trade receivables, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments,
which requires expected credit losses to be recognised from initial recognition of the receivables.
iv) Derecognition of financial assets
A financial asset is derecognised only when:
a) the Company has transferred the rights to receive cash flows from the financial asset or
b) the Company retains the contractual rights to receive the cash flows of the financial asset, but assumes a
contractual obligation to pay the cash flows to one or more recipients.
Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all
risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where
the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial
asset is not derecognised.
Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership
of the financial asset, the financial asset is derecognized, if the Company has not retained control of the financial
asset. Where the company retains control of the financial asset, the asset is continued to be recognised to the
extent of continuing involvement in the financial asset.
v) Income recognition
Interest Income:
Interest income from debt instruments is recognised using the effective interest rate method. The effective interest
rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial
asset to the gross carrying value of a financial asset. While calculating the effective interest rate, the Company
estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example,
prepayment, extension, call and similar options), but does not consider the expected credit losses.

Dividends:
Dividends are recognised in profit or loss only when the right to receive payment is established, it is probable that
the economic benefits associated with the dividend will flow to the Company, and the amount of dividend can be
reliably measured.

w) Borrowings
Borrowings are initially recognised at fair value, net of transaction cost incurred. Borrowings are subsequently measured
at amortised cost. Any difference between the proceeds (net of transaction cost) and the redemption amount is
recognised in profit or loss over the period of the borrowings, using the effective interest method. Fees paid on the
established loan facilities are recognised as transaction cost of the loan, to the extent that it is probable that some or
all the facility will be drawn down.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled
or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred
to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is
recognised in profit or loss as other gain / (loss).
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of
the liability for atleast 12 months after the reporting period.

x) Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its
intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for
their intended use or sale. Other borrowing costs are expensed in the period in which they are incurred.

y) Current and Non-current classification

The Company presents assets and liabilities in the balance sheet based on current / non-current classification.
Cash or cash equivalent is treated as current, unless restricted from being exchanged or used to settle a liability for
atleast twelve months after the reporting period.
115
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)
In respect of other assets, it is treated as current when it is:
• expected to be realised or intended to be sold or consumed in the normal operating cycle
• held primarily for the purpose of trading
• expected to be realised within twelve months after the reporting period.
All other assets are classified as non-current.
A liability is treated as current when:
• it is expected to be settled in the normal operating cycle
• it is held primarily for the purpose of trading
• it is due to be settled within twelve months after the reporting period, or
• there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash
equivalents. The Company has identified twelve months as its operating cycle.
z) Earnings Per Share (EPS):
Basic earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares
outstanding during the year / period.
Diluted earnings per share is computed by dividing the profit after tax as adjusted for dividend, interest and other
charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of
equity shares considered for deriving basic earnings per share and the weighted average number of equity shares
which could have been issued on the conversion of all dilutive potential equity shares.

2 PROPERTY, PLANT & EQUIPMENT AND OTHER INTANGIBLE ASSETS Rupees in crores
Property, Plant & Equipment Other Intangible
Design
Description Plant & Furniture Office
Land Buildings equipment & fixtures Vehicles equipment Total Software Develop- Total
ment
1 2 3 4 5 6 7 8 9 10
Cost of assets
Gross carrying value
as at 01-04-2020 173.53 817.68 4,056.68 82.03 35.43 153.95 5,319.30 96.07 266.23 362.30
Additions 0.74 29.15 346.50 11.98 4.59 17.65 410.61 11.76 151.41 163.17
Sub-total 174.27 846.83 4,403.18 94.01 40.02 171.60 5,729.91 107.83 417.64 525.47
Sales / deletion – – 40.17 0.37 2.26 2.21 45.01 – – –
Total 174.27 846.83 4,363.01 93.64 37.76 169.39 5,684.90 107.83 417.64 525.47
Depreciation / Amortisation
Upto 31-03-2020 – 212.21 2,323.90 46.86 17.13 99.47 2,699.57 84.41 101.16 185.57
For the year – 32.31 314.28 13.87 5.17 27.08 392.71 11.89 63.20 75.09
Sub-total – 244.52 2,638.18 60.73 22.30 126.55 3,092.28 96.30 164.36 260.66
Withdrawn on assets sold /
deleted – – 35.85 0.28 1.84 2.16 40.13 – – –
Total – 244.52 2,602.33 60.45 20.46 124.39 3,052.15 96.30 164.36 260.66
Carrying value
As at 31-03-2021 174.27 602.31 1,760.68 33.19 17.30 45.00 2,632.75 11.53 253.28 264.81

Capital work-in-progress (at cost) as at 31-03-2021

(a) Building 30.88
(b) Plant & equipment 81.68
Total 112.56
a) Cost of buildings includes $ 26.36 crores pertaining to buildings constructed on leasehold lands.
b) Land includes lease hold land of $ 0.51 Crores, whose ownership is transferrable at the end of the lease term.
c) Borrowing cost capitalised during the year - $ 12.26 crores.
116
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

2 PROPERTY, PLANT & EQUIPMENT AND OTHER INTANGIBLE ASSETS - (continued) Rupees in crores

Property, Plant & Equipment Other Intangible

Design
Description Plant & Furniture Office
Land Buildings equipment & fixtures Vehicles equipment Total Software Develop- Total
ment
1 2 3 4 5 6 7 8 9 10
Cost of assets
Gross carrying value
as at 01-04-2019 166.06 758.69 3,706.70 76.77 27.61 133.48 4,869.31 86.61 97.71 184.32
Additions 7.54 59.13 415.41 6.25 9.25 28.67 526.25 9.92 168.52 178.44
Sub-total 173.60 817.82 4,122.11 83.02 36.86 162.15 5,395.56 96.53 266.23 362.76
Sales / deletion 0.07 0.14 65.43 0.99 1.43 8.20 76.26 0.46 – 0.46
Total 173.53 817.68 4,056.68 82.03 35.43 153.95 5,319.30 96.07 266.23 362.30
Depreciation / Amortisation
Upto 31-03-2019 – 180.73 2,030.03 35.59 14.17 82.50 2,343.02 71.33 59.97 131.30
For the year – 31.62 339.30 12.01 4.38 25.01 412.32 13.54 41.19 54.73
Sub-total – 212.35 2,369.33 47.60 18.55 107.51 2,755.34 84.87 101.16 186.03
Withdrawn on
assets sold / deleted – 0.14 45.43 0.74 1.42 8.04 55.77 0.46 – 0.46
Total – 212.21 2,323.90 46.86 17.13 99.47 2,699.57 84.41 101.16 185.57
Carrying value
As at 31-03-2020 173.53 605.47 1,732.78 35.17 18.30 54.48 2,619.73 11.66 165.07 176.73

Capital work-in-progress (at cost) as at 31-03-2020

(a) Building 28.79
(b) Plant & equipment 97.77
Total 126.56
a) Cost of buildings includes $ 24.85 crores pertaining to buildings constructed on leasehold lands.
b) Land includes lease hold land of $ 0.51 Crores, whose ownership is transferrable at the end of the lease term.
c) Borrowing cost capitalised during the year - $ 12.38 crores.

3 RIGHT OF USE ASSET Rupees in crores

S.No. Particulars Land Building Other assets Total
1 Opening on transition to Ind AS 116 -
Leases as on 01-04-2019 2.60 41.19 14.29 58.08
2 Add : Additions – 66.73 1.27 68.00
3 Less : Amortisation 0.09 13.89 8.00 21.98
4 Less : Deletions (Preclosures) – 0.62 – 0.62
5 Closing net balance as on 31-03-2020 2.51 93.41 7.56 103.48
6 Add : Additions 15.02 20.17 35.19
7 Less : Amortisation 0.09 17.26 8.53 25.88
8 Less : Deletions (Preclosures) – – – –
9 Closing net balance as on 31-03-2021 2.42 91.17 19.20 112.79

The Company has taken land, warehouses and sales offices across the country on lease for lease period ranging
from 6-99 years. Company also has other assets on leases, the lease term here ranges for about 5 years.
Where ever the lease includes extension option and it is certain, the same is considered for computing the lease term.
In rest of the cases, the term is limited to initial lease period. Lease term includes non-cancellable period and expected
lease period.
Payment made towards short term leases during the year was $ 32.98 Cr (Previous year $ 36.78 Cr).
Payment made towards leases of low value assets during the year is NIL (Previous year: NIL).

117
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
4 NON CURRENT INVESTMENTS
No. of shares / units Face Rupees in crores
Sl Subsidiary/
Particulars As at As at Value Currency As at As at
No. associate
31-03-2021 31-03-2020 31-03-2021 31-03-2020
1 2 3 4 5 6 7 8 9
(a) Investment in Equity Instruments Fair valued through OCI:
Quoted :
(i) Suprajit Engineering Limited, Bengaluru 2,892,000 2,892,000 1.00 INR 79.67 32.56
(ii) Ucal Fuel Systems Limited, Chennai 91,760 91,760 10.00 INR 1.28 0.67
Unquoted :
(iii) Green Infra BTV Limited, New Delhi 3,250,000 3,250,000 10.00 INR 1.50 1.39
(iv) TVS Lanka (Private) Limited, Colombo 5,000,000 5,000,000 10.00 LKR 8.23 9.62
(v) Green Infra Wind Power Projects Limited, New Delhi 111,600 111,600 10.00 INR 0.06 0.06
(vi) Green Infra Wind Power Generation Limited, New Delhi 216,000 216,000 10.00 INR 0.15 0.13
(vii) Condivision Solutions Pvt. Limited, Bengaluru 6,760 6,760 10.00 INR - -
(viii) Mulanur Renewable Energy Pvt. Limited, Chennai 15,000 15,000 10.00 INR 0.02 0.02
(ix) Atria Wind Power Bijapur 1 Limited, Bengaluru 85,788 90,610 10.00 INR 1.66 1.72
(x) Altizon Systems Private Limited, Pune 10 10 10.00 INR 0.01 0.01
(b) Investment in Equity Instruments valued at Cost (Unquoted):
(i) Sundaram Auto Components Limited, Chennai Subsidiary 44,569,000 42,174,000 10.00 INR 336.20 313.21
(ii) TVS Motor Company (Europe) B.V., Amsterdam Subsidiary 225,301 225,301 100.00 EUR 1.80 1.80
(iii) TVS Motor (Singapore) Pte. Limited, Singapore Subsidiary 200,829,458 118,528,579 1.00 SGD 809.21 364.80
(iv) PT.TVS Motor Company Indonesia, Jakarta Subsidiary 8,597,000 8,097,000 97,400.00 IDR 389.06 352.54
(v) TVS Housing Limited, Chennai Subsidiary 50,000 50,000 10.00 INR 0.05 0.05
(vi) TVS Motor Services Limited, Chennai Subsidiary 53,633,814 53,633,814 10.00 INR 52.68 52.68
(vii) TVS Credit Services Limited, Chennai 1 Subsidiary 162,224,928 155,469,528 10.00 INR 1,360.99 1,261.01
(viii) Intellicar Telematics Private Limited, Bengaluru Subsidiary 60,241 – 10.00 INR 15.00 –
(ix) Emerald Haven Realty Limited, Chennai Associate 111,219,512 111,219,512 10.00 INR 111.22 111.22
(x) Ultraviolette Automotive Private Limited, Bengaluru Associate 14,850 14,850 10.00 INR 11.00 11.00
(xi) Tagbox Solutions Private Limited, Bengaluru Associate 45,710 45,710 1.00 INR 1.19 1.19
(xii) Ultraviolette Automotive Private Limited, Bengaluru Associate 8,377 990 * INR 35.00 5.00
(xiii) Tagbox Solutions Private Limited, Bengaluru Associate 383,983 383,983 16.00 INR 9.99 9.99
Total value of Equity Instruments (a) + (b) 3,225.97 2,530.67
(c) Investments in Preference Shares (Unquoted) valued at
Amortised Cost:
(i) Pinnacle Engines Inc., USA (face value 0.01 cent) 2,409,638 2,409,638 0.0001 USD 11.70 11.70
(ii) Axiom Research Labs Private Limited, Delhi 82 82 10.00 INR 1.00 1.00
(iii) TVS Lanka (Private) Limited, Colombo – 370,000,000 1.00 LKR – 15.92
(iv) Intellicar Telematics Private Limited, Bengaluru Subsidiary 30,121 – 10.00 INR 7.62 –
Total value of Preference shares (c) 20.32 28.62
(d) Other non-current Investments (Unquoted):
Investments fair valued through OCI:
(i) Autotech Fund I, L.P., USA USD 40.43 21.01
Pension Funds/Government Securities valued at Amortised Cost:
(ii) ICICI Prudential Life Insurance Group Superannuation Fund, Mumbai INR 6.69 6.25
(iii) Life Insurance Corporation Pension Policy, Mumbai INR 21.11 19.33
Total value of other non-current investments (d) 68.23 46.59
Total (a) + (b) + (c) + (d) 3,314.52 2,605.88
Aggregate amount of quoted investments and market value thereof 80.95 33.23
Aggregate amount of unquoted investments 3,233.57 2,572.65
Total 3,314.52 2,605.88
1 Pursuant to Order of the NCLT, Chennai dated 16.4.2019, TVS Motor Services Limited, a wholly owned subsidiary of the Company has transferred its holding of 13,36,51,475 equity
shares of $ 10/- each in its subsidiary ,viz., TVS Credit Services Limited (TVS CS), to the Company in lieu of redemption of 61,30,10,000 Non-Cumulative Redeemable Preference Shares
of $ 10/- each and thereby TVS CS became a direct subsidiary to the Company effective 6th June 2019.
* 990 number Series A2 Preference Shares of face value $ 50,545 each and 7387 numbers Series B Preference Shares of face value $ 40,616 each (Previous Year: 990 number Series
A2 Preference Shares of face value $ 50545 each)
All investments are fully paid up.
118
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
As at As at
31-03-2021 31-03-2020
5 FINANCIAL ASSETS - OTHERS (NON CURRENT)
Other bank balances (bank deposit) 0.80 0.13
Share application money paid (pending allotment) – 249.53
0.80 249.66
6 OTHER NON-CURRENT ASSETS
Capital advances 50.12 58.46
Advances other than capital advances:
Vendor advance 55.00 –
Deposits made 20.59 21.65
125.71 80.11

7 INVENTORIES
Raw materials and components 570.22 531.14
Goods-in-transit - Raw materials and components 145.42 77.30
Work-in-progress 36.00 43.76
Finished goods 275.97 271.38
Stock-in-trade 83.87 73.45
Stores and spares 40.33 41.90
1,151.81 1,038.93

8 TRADE RECEIVABLES
Secured, considered good 17.18 18.29
Unsecured, considered good * 874.83 1,280.50
892.01 1,298.79
Less: Loss allowance 22.03 17.43
869.98 1,281.36
* Balances include balance with related parties [Refer Note 34(c)(i)]

9 CASH AND CASH EQUIVALENTS

Balances with banks 158.62 163.75
Cash on hand 0.26 0.27
Cash equivalents
Deposits with maturity of less than three month from the date of deposit 700.10 250.28
858.98 414.30
Cash and cash equivalents for the purpose of cash flow statement
Cash and cash equivalents as shown above 858.98 414.30
858.98 414.30
10 OTHER BANK BALANCES
Earmarked balances with banks (for unpaid dividend) 70.83 4.87
70.83 4.87
11 FINANCIAL ASSETS - OTHERS (CURRENT)
Unsecured, considered good :
Employee advances 8.12 12.04
Security deposits 5.29 5.56
Claims receivable 0.08 0.40
Hedge asset - receivable 3.03 –
16.52 18.00
119
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
As at As at
31-03-2021 31-03-2020

12 OTHER CURRENT ASSETS

GST/VAT/IT/Excise receivable 282.09 296.38
Prepaid expense 22.64 25.32
Vendor advance* 125.41 76.71
Trade deposits 0.25 0.61
Export incentive receivable 44.09 64.49
474.48 463.51
* Balances include balance with related parties [Refer Note 34(c)(i)].

13 EQUITY SHARE CAPITAL

(a) Authorised, issued, subscribed and fully paid up
As at 31-03-2021 As at 31-03-2020
Particulars Number Rupees in Number Rupees in
crores crores
Authorised:
Equity shares of $ 1/- each 50,00,00,000 50.00 50,00,00,000 50.00
Issued, subscribed and fully paid up:
Equity shares of $ 1/- each 47,50,87,114 47.51 47,50,87,114 47.51
47,50,87,114 47.51 47,50,87,114 47.51

(b) Reconciliation of equity shares outstanding at the beginning and at the end of the year
As at 31-03-2021 As at 31-03-2020
Particulars Number Rupees in Number Rupees in
crores crores
Shares outstanding at the beginning of the year 47,50,87,114 47.51 47,50,87,114 47.51
Shares issued during the year – – – –
Shares outstanding at the end of the year 47,50,87,114 47.51 47,50,87,114 47.51
(c)(i) Rights and preferences attached to equity share:
Every shareholder is entitled to such rights as to attend and vote at the meeting of the shareholders, to receive
dividends distributed and also has a right in the residual interest of the assets of the Company. Every shareholder
is also entitled to right of inspection of documents as provided in the Companies Act, 2013.
(ii) There are no restrictions attached to equity shares.

(d) Shares held by holding company at the end of the year

As at 31-03-2021 As at 31-03-2020
Name of shareholder Class of Number of % of Number of % of
share shares held holding shares held holding
Sundaram-Clayton Limited, Chennai
(Holding Company) Equity 27,26,82,786 57.40 27,26,82,786 57.40

(e) Shareholders holding more than five percent at the end of the year (other than (d))
As at 31-03-2021 As at 31-03-2020
Name of shareholder Class of Number of % of Number of % of
share shares held holding shares held holding
ICICI Prudential Mutual Fund Equity 3,48,50,748 7.34 3,75,05,402 7.89
Life Insurance Corporation of India Equity 3,07,10,169 6.46 1,46,41,050 3.08
Jwalamukhi Investment Holdings Equity 2,67,00,107 5.62 2,66,90,025 5.62

120
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

14 OTHER EQUITY
Rupees in crores
Particulars As at 31-03-2021 As at 31-03-2020
General reserve 865.64 865.64
Capital reserve 6.43 6.43
Retained earnings 3,156.74 2,705.54
Other Reserves 94.63 (7.03)
4,123.44 3,570.58

15 NON-CURRENT LIABILITIES - FINANCIAL LIABILITIES - BORROWINGS

Description Frequency No. of instal- Maturity As at As at
ments due 31-03-2021 31-03-2020
Secured:
ECB Loan from Bank I Quarterly 4 Feb 2023 218.70 225.98
Term loan from Bank – 199.56
FCNRB Loan from Bank – 75.67
State owned corporation Yearly 4 2022-31 151.20 160.89
Unsecured:
7.5% Non Convertible Debentures End of Tenure 1 May 2023 498.21 –
ECB Loan from Bank - II Half Yearly 5 Sep 2023 121.85 151.33
Sales Tax Deferral
Phase-1 Yearly 1 2021-22 6.33 12.66
Phase-2 Yearly 7 2027-28 110.09 125.82
Total long-term borrowings 1,106.38 951.91
Less : Current maturities of long-term borrowings 70.80 47.28
Total long-term borrowings 1,035.58 904.63
Details of securities created:
(i) ECB loan from Bank I - Exclusive charge over assets procured out of proceeds of the loan.
(ii) Soft loan - State owned corporation viz., SIPCOT - First charge on the specific plant and equipment and also secured by
equitable mortgage created by way of deposit of title deeds of land.
Amount payable in each instalments:
Description Currency Amount* Rate of Interest

ECB Loan from Bank - I USD 4 Quarterly instalments of 7.5 mn between May 2022 3 Month USD
and February 2023 LIBOR plus Margin
ECB Loan from Bank - II USD 5 Half yearly instalments of 3.33 mn between 3 Month USD
September 2021 and September 2023 LIBOR plus Margin
7.5% Non Convertible
Debentures (5,000 nos.,
Face value $ 10 Lakhs each) INR 500 crores at the end of the term 7.50%
Sales tax deferral Phase-1 INR 6.33 crores per annum Nil
Sales tax deferral Phase-2 INR 15.73 crores per annum Nil
State owned corporation INR 67.23, 75.40, 4.45 and 9.24 crores 0.10%
(four instalments between 2022 and 2031)
* undiscounted cash outflows

121
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores

16 PROVISIONS
As at 31-03-2021 As at 31-03-2020
Particulars
Current Non-current Current Non-current
Provision for employee benefits
(a) Pension 30.96 62.26 45.19 50.64
(b) Leave salary 5.57 42.38 4.26 32.76
(c) Gratuity 2.49 – 5.36 –
Others:
(a) Warranty 37.22 11.66 28.84 9.20
76.24 116.30 83.65 92.60

17 DEFERRED TAX LIABILITIES (NET)

Particulars As at As at
31-03-2021 31-03-2020
The balance comprises temporary differences attributable to:
- Depreciation 257.90 238.14
- tax on others 26.59 –
Total deferred tax liability (A) 284.49 238.14

Deferred tax asset consists of :

- tax on employee benefit expenses 32.06 29.13
- tax on warranty provision 14.02 11.29
- tax on others 42.96 39.67
Total deferred tax assets (B) 89.04 80.09
Net deferred tax liability (A)-(B) 195.45 158.05

Movement in deferred tax:

Particulars Depreciation Others Total
As at 01-04-2019 212.63
Charged / (credited):
- to profit or loss (80.09) 8.35 (71.74)
- to other comprehensive income – (32.02) (32.02)
- to retained earnings towards Ind AS 116 initial adoption – (1.73) (1.73)
- to utilisation of tax credits (MAT credit entitlement) – 50.91 50.91

As at 31-03-2020 158.05
Charged / (credited):
- to profit or loss 19.76 (8.95) 10.81
- to other comprehensive income – 26.59 26.59
As at 31-03-2021 195.45

122
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
18 FINANCIAL LIABILITIES - BORROWINGS (CURRENT)
As at As at
31-03-2021 31-03-2020
Borrowings repayable on demand from banks
Secured – 240.00
Unsecured – 600.00
Short term loans from banks (Unsecured) – 230.00
– 1,070.00

19 TRADE PAYABLES
Dues to Micro and Small Enterprises ** 39.75 116.60
Dues to enterprises other than Micro and Small Enterprises# 3,881.85 2,769.79
3,921.60 2,886.39

** Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of
information received by the management. The entire closing balance represents the principal amount payable to these enterprises.
There is no principal or interest due thereon and remaining unpaid at the end of the year (Refer Note 38).
# Includes balances due to related parties [Refer Note 34 (c)(ii)].

20 OTHER FINANCIAL LIABILITIES

Current Maturities of long term borrowings 70.80 47.28
Interest accrued but not due on loans 34.26 4.26
Trade deposits received 32.37 27.91
Unclaimed dividends 4.32 4.87
(Not due for transfer to Investor Education and Protection Fund)
Dividend declared but not paid 66.51 –
Payables against capital goods 14.42 23.59
Hedge liability (Net) – 41.94
222.68 149.85

21 OTHER CURRENT LIABILITIES

Statutory dues 103.99 99.44
Employee related 87.30 75.44
Advance received from customers 143.90 99.03
Money held under trust – 6.47
335.19 280.38

123
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
Year ended Year ended
31-03-2021 31-03-2020
22 REVENUE FROM OPERATIONS
Sale of products 16,571.42 16,034.48
Sale of services 32.03 39.15
Other operating revenue# 147.09 349.71
16,750.54 16,423.34
# Includes Government Grants of $ 107.72 crores (Last year $ 186.57 crores)
23 OTHER INCOME
Dividend income
(i) From subsidiaries – 2.11
(ii) From other investments designated as Fair Value through OCI 0.20 1.26
Interest income 31.95 25.58
Profit on sale of investments (Net) 0.04 0.03
Profit on sale of fixed assets (Net) – 2.27
Other non-operating income 0.78 0.85
32.97 32.10

24 MATERIAL COST
Cost of Material consumed:
Opening stock of raw materials and components 531.14 623.61
Add: Purchases 12,545.97 11,762.33
13,077.11 12,385.94
Less: Closing stock of raw materials and components 570.22 531.14
12,506.89 11,854.80
Purchases of stock-in-trade :
Spare parts 126.29 136.53
Engine oil 97.92 122.67
224.21 259.20
Changes in inventories of finished goods, work-in-progress and stock-in-trade:
Opening stock:
Work-in-progress 43.76 92.51
Stock-in-trade 73.45 73.05
Finished goods 271.38 244.96
(A) 388.59 410.52
Closing stock:
Work-in-progress 36.00 43.76
Stock-in-trade 83.87 73.45
Finished goods 275.97 271.38
(B) 395.84 388.59
(A)-(B) (7.25) 21.93

25 EMPLOYEE BENEFITS EXPENSE

Salaries, wages and bonus 832.86 814.91
Contribution to provident and other funds 56.90 51.77
Staff welfare expenses 58.71 71.73
948.47 938.41

124
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
Year ended Year ended
31-03-2021 31-03-2020
26 FINANCE COSTS
Interest 132.44 92.82
Interest on lease liabilities 8.74 9.27
Exchange differences 0.42 0.10
141.60 102.19
27 DEPRECIATION AND AMORTISATION EXPENSE
Depreciation on property plant and equipment 392.71 412.32
Amortisation on right of use asset 25.88 21.98
Amortisation on intangible assets 75.09 54.73
493.68 489.03

28 OTHER EXPENSES
(a) Consumption of stores, spares and tools 46.15 51.50
(b) Power and fuel 75.90 90.30
(c) Repairs - buildings 12.74 10.94
(d) Repairs - plant and equipment 52.31 58.41
(e) Insurance 21.08 15.67
(f) Rates and taxes (excluding taxes on income) 3.96 3.57
(g) Audit fees # 1.15 1.54
(h) Cost audit fees 0.06 0.06
(i) Packing and freight charges 307.65 379.54
(j) Advertisement and publicity 315.32 420.54
(k) Other marketing expenses 277.15 356.98
(l) Loss on sale of fixed assets (Net) 1.88 –
(m) Foreign exchange loss (Net) 32.40 –
(n) Corporate Social Responsibility expenditure* 18.38 16.66
(o) Contributions to electoral trust / Bond – 6.00
(p) Miscellaneous expenses (under this head there is no expenditure which is in
excess of 1% of revenue from operations or $ 10 lakh, whichever is higher) 483.54 591.43
1,649.67 2,003.14
# Refer Note No. 39 for details on audit fees.
* Refer Note No. 43 for details on Corporate Social Responsibility expenditure.

29 TAX EXPENSE AND RECONCILIATION

(a) Tax expense
Current tax:
Current tax on profits for the year 203.39 225.23
Adjustments for current tax of prior periods – 8.67
(A) 203.39 233.90
Deferred tax:
Decrease / (increase) in deferred tax assets (8.95) 6.62
(Decrease) / increase in deferred tax liabilities 19.76 (78.36)
(B) 10.81 (71.74)
(A + B) 214.20 162.16

125
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
Year ended Year ended
31-03-2021 31-03-2020
29 TAX EXPENSE AND RECONCILIATION - (continued)
(b) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate:
Profit before income tax expense 826.24 754.41
Tax expense at the Indian tax rate of 25.168% (Previous year 34.944%) 207.95 263.62
Add / (Less) : Tax impact on
Additional deduction towards Research & Development expenses – (48.97)
Capital receipts (0.76) (1.97)
Exempted income – (0.84)
Partially allowed deductions 5.06 15.65
Restatement of Deferred Tax Liability – (74.00)
Others 1.95 –
Tax relating to earlier years – 8.67
Income tax expense 214.20 162.16

30 FAIR VALUE MEASUREMENTS

As at 31-03-2021 As at 31-03-2020
Particulars
FVOCI* Amortised cost FVOCI* Amortised cost
Financial assets
Investments
- Equity instruments 92.58 – 46.18 –
- Preference shares – 20.32 – 28.62
- Other non-current investments 40.43 – 21.01 –
- Debt Instruments – 27.80 – 25.58
Trade receivables – 869.98 – 1,281.36
Derivative financial asset 3.03 – – –
Cash and cash equivalents – 858.98 – 414.30
Other bank balances (Bank deposit) – 0.80 – 0.13
Earmarked balances with banks – 70.83 – 4.87
Other financial assets – 13.49 – 18.00
136.04 1,862.20 67.19 1,772.86
Financial liabilities
Borrowings – 1,106.38 – 2,021.91
Trade payables – 3,921.60 – 2,886.39
Lease liability – 123.46 – 109.68
Derivative financial liability – – 41.94 –
Other financial liability – 151.88 – 60.63
– 5,303.32 41.94 5,078.61
* FVOCI - Fair Valued Through Other Comprehensive Income

126
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
30 FAIR VALUE MEASUREMENTS - (continued)
(i) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial
instruments that are recognised and measured at fair value and that are measured at amortised cost, for which
fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs
used in determining fair value, the Company has classified its financial instruments into the three levels
prescribed under the accounting standard. An explanation of each level follows underneath the table.

Financial assets and liabilities measured at fair value - recurring fair value measurements
As at 31-03-2021 Notes Level 1 Level 2 Level 3 Total
Financial assets
Financial investments at FVOCI 4 80.95 40.43 11.63 133.01
Derivatives 11 – 3.03 – 3.03
80.95 43.46 11.63 136.04

Assets and liabilities which are measured at amortised cost for which fair values are disclosed
As at 31-03-2021 Notes Level 1 Level 2 Level 3 Total
Financial assets
Investments
Preference shares 4 – – 20.32 20.32
Debt instruments 4 – – 27.80 27.80
– – 48.12 48.12
Financial liabilities
Borrowings 15, 18 & 20 – – 1,106.38 1,106.38

– – 1,106.38 1,106.38

Financial assets and liabilities measured at fair value - recurring fair value measurements
As at 31-03-2020 Notes Level 1 Level 2 Level 3 Total
Financial assets
Financial Investments at FVOCI 4 33.23 21.01 12.95 67.19
33.23 21.01 12.95 67.19
Financial liabilities
Derivatives 20 – 41.94 – 41.94
– 41.94 – 41.94
Assets and liabilities which are measured at amortised cost for which fair values are disclosed
As at 31-03-2020 Notes Level 1 Level 2 Level 3 Total
Financial assets
Investments
Preference shares 4 – – 28.62 28.62
Debt instruments 4 – – 25.58 25.58
– – 54.20 54.20
Financial liabilities
Borrowings 15, 18 & 20 – – 2,021.91 2,021.91
– – 2,021.91 2,021.91
127
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

30 FAIR VALUE MEASUREMENTS – (continued) Rupees in crores
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed
equity instruments that have quoted price. The fair value of all equity instruments (including bonds) which are
traded in the stock exchanges is valued using the closing price as at the end of the reporting period. The mutual
funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible on entity-
specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is
included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3. This is the case for unlisted equity securities, preference shares and other non current
investments included in level 3.
There are no transfers among the three levels.
The company’s policy is to recognise transfers in and transfers out of fair value hierarchy levels as at the end
of the reporting period.

(ii) Valuation technique used to determine fair value (Level 2)

Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or dealer quotes for similar instruments
- the fair value of interest rate swaps is calculated as the present value of estimated cash flows based on
observable yield curves.
- the fair value of forward exchange contract and principal only swap is determined using forward exchange rate
at the balance sheet date.
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

(iii) Fair value measurements using significant unobservable inputs (level 3)

Unlisted Unlisted
Particulars Preference Shares Equity Shares Total

As at 01-04-2019 1,042.48 15.95 1,058.43

Additions/(Deletions) (1,042.48) (0.23) (1,042.71)
Gains/(losses) recognised in profit or loss – 0.03 0.03
Gains/(losses) recognised in
other comprehensive income – (2.80) (2.80)
As at 31-03-2020 – 12.95 12.95
Additions/(Deletions) – (0.10) (0.10)
Gains/(losses) recognised in profit or loss – 0.04 0.04
Gains/(losses) recognised in other
comprehensive income – (1.26) (1.26)
As at 31-03-2021 – 11.63 11.63

(iv) Valuation inputs and relationships to fair value

Fair value as at Significant Probability weighted range
Particulars unobservable input for the year ended Sensitivity
31-03-2021 31-03-2020 31-03-2021 31-03-2020
Unquoted 11.63 12.95 a) Earnings growth 1-3% 1-3%
Equity rate
shares Not significant
b) Risk adjusted 8% 8%
discount rate

128
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

30 FAIR VALUE MEASUREMENTS – (continued) Rupees in crores

(v) Valuation processes

Discount rates are determined using a capital asset pricing model to calculate a pretax rate that reflects current
market assessments of the time value of money and the risk specific to the asset. Earnings growth factor of
preference shares are based on cash flow projections of future earnings of the Company and unlisted equity
securities are estimated based on market information for similar types of companies. Risk adjustments have been
derived based on the market risk premium adjusted for company's relevant financial data.
(vi) Fair value of financial assets and liabilities measured at amortised cost
As at 31-03-2021 As at 31-03-2020
Particulars Carrying Carrying
Fair value Fair value
amount amount
Financial assets
Investments
Preference shares 65.31 65.31 43.61 43.61
Debt instruments 27.80 27.80 25.58 25.58
93.11 93.11 69.19 69.19
Financial liabilities
Borrowings 1,106.38 1,106.38 2,021.91 2,021.91
1,106.38 1,106.38 2,021.91 2,021.91
The carrying amounts of trade receivables, trade payables, cash and cash equivalents and other current financial
assets and liabilities are considered to be the same as their fair values, due to their short-term nature.
The fair values for preference shares and other debt instruments were calculated based on cash flows discounted
using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion
of unobservable inputs, including counterparty credit risk.
The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate.
They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs
including own credit risk.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

31 FINANCIAL RISK MANAGEMENT

The Company’s activities expose it to market risk, liquidity risk and credit risk. This note explains the sources of risk
which the entity is exposed to and how the entity manages the risk and the impact of hedge accounting in the
financial statements.
Risk Exposure arising from Risk Parameters and Mitigation
Credit risk primarily arises from cash and cash equivalents, trade
receivables and investments carried at amortised cost. The Company
considers the probability of default upon initial recognition of asset and
whether there has been a significant increase in credit risk on an
ongoing basis throughout each reporting period. To assess whether
there is a significant increase in credit risk the Company compares the
risk of a default occurring on the asset as at the reporting date with the
Credit Risk Cash, Cash equivalents risk of default as at the date of initial recognition. It considers available,
and Trade receivables reasonable and supportive forward-looking information (more specifically
described below). In general, it is presumed that credit risk has
significantly increased since initial recognition if the payments are more
than 30 days past due. A default on a financial asset is when the
counterparty fails to make contractual payments within 60 days, when
they fall due. This definition of default is determined by considering the
business environment in which entity operates and other macro-economic
factors.

129
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

31 FINANCIAL RISK MANAGEMENT - (continued)

Risk Exposure arising from Risk Parameters and Mitigation
a. Cash and Cash Surplus cash is deposited only with banks / financial institutions with a high
Equivalents external credit rating.

Domestic sales to the Dealers are based on advance payments received

through banking channels or through inventory funding facilities availed
Credit Risk b. Domestic Trade by them from the banks. The Company extends limited credit to the dealers
(continued) Receivables and such extension of credit is based on dealers' credit worthiness, ability
to repay and past track record. The Company has extensive reporting and
review system to constantly monitor the outstandings.
c. Export Trade The Company's export business is mostly based on Letters of credit. Export
Receivables receivables are also covered through Insurance with ECGC Limited.
The company’s liquidity management policy involves projecting cash flows
in major currencies and considering the level of liquid assets necessary to
meet these, monitoring balance sheet liquidity ratios against internal and
external regulatory requirements and maintaining debt financing plans. The
Company works out a detailed annual operating plans to assess the fund
INR denominated requirements - both short term and long term. Detailed month wise cash
Liquidity borrowings [other than flow forecast is also carried out along with required sensitivities. Based on
Risk soft loans given by these factors adequate working capital credit limits are organised in advance.
Govt. Authorities] Company has pre-approved credit lines with various banks and these are
constantly reviewed and approved by the Board. For long term fund
requirements, Company targets various options such as rupee term loan,
external commercial borrowing, debentures etc. The Company obtains a
credit rating for the various borrowing facilities on annual basis. Company
constantly monitors the free cash flow from operations to ensure that the
borrowing is minimized.
The Company operates internationally and is exposed to foreign exchange
risk arising from foreign currency transactions. Foreign exchange risk arises
from future commercial transactions and recognised assets and liabilities
denominated in a currency that is not the company’s functional currency
(i) Foreign exchange (INR). The risk is measured through a forecast of highly probable foreign
currency cash flows. The Company has a forex management policy which
is duly approved by the Board. The objective of the hedges when taken is
to minimise the volatility of the INR cash flows of highly probable forecast
transactions.
The company has a forex management policy duly approved by the Board.
a. Export trade The Company’s policy is to hedge most of its net currency exposure.
receivables and Company reviews the forex exposure on a regular basis and also reports
Import payables its adherence to the Board on a quarterly basis. The recording and reporting
Market requirements are strictly adhered.
Risk
b. Foreign currency The Company has hedged its borrowings by covering the principal
denominated repayments.
borrowings

The Company’s main interest rate risk arises from long-term borrowings
with variable rates, which expose the Company to cash flow interest rate
(ii) Interest rate risk. Company's policy is to maintain most of its borrowings at fixed rate
using interest rate swaps to achieve this when necessary. The Company’s
- Foreign currency fixed rate borrowings are carried at amortised cost. They are therefore not
denominated subject to interest rate risk as defined in Ind AS 107, since neither the
borrowings carrying amount nor the future cash flows will fluctuate because of a change
in market interest rates.

130
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

31 FINANCIALRISK MANAGEMENT - (continued)

(A) Credit risk
Basis of recognition of expected credit loss provision

Rating Category Description of category Investments Loans and Trade

deposits receivables
1 High Quality Assets where the counter-party
assets, has strong capacity to meet the
negligible obligations and where the risk of
credit risk default is negligible or nil.
2 Quality Assets where there is low risk of
assets, low default and where the counter-party
12 month 12 month
credit risk has sufficient capacity to meet the
expected expected
obligations and where there has
credit losses credit losses
been low frequency of defaults in
the past.
3 Standard Assets where the probability of
Assets, default is considered moderate and Life time
moderate where the counter-party's capacity to expected credit
credit risk meet the obligations is not strong. losses
4 Substandard Assets where there has been a (simplified
Assets, significant increase in credit risk approach)
relatively since initial recognition.
high credit
risk Life time expected credit
5 Low quality Assets where there is a high losses
assets, very probability of default. Also includes
high credit assets where the credit risk of
risk counter-party has increased
significantly though payments may
not be more than 180 days past
due.
6 Doubtful Assets are written off when there
assets, is no reasonable expectation of
credit recovery, such as a debtor declaring
impaired bankruptcy or failing to engage in a
repayment plan with the Company.
Where loans or receivables have
been written off, the Company Asset is written off
continues to engage in enforcement
activity to attempt to recover the
receivable due. Where recoveries
are made, these are recognised in
profit or loss.

131
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
31 FINANCIAL RISK MANAGEMENT - (continued)

As at 31-03-2021
a) Expected credit loss for investments, loans and other financial assets
Carrying
Internal Asset / Asset Gross Expected Expected amount net
Particulars carrying probability of
rating group credit loss of impairment
amount default provision
Loss allowance Investments at
measured at 12 2 amortised cost 93.11 0% – 93.11
month expected Other financial
credit loss 1 assets 13.49 0% – 13.49

b) Expected credit loss for trade receivables under simplified approach

0 to 180 days More than 180
Particulars Total
past due days past due
Gross carrying amount 842.81 49.20 892.01
Expected loss rate – 45%
Expected credit losses – 22.03 22.03
Carrying amount of trade receivables 842.81 27.17 869.98

As at 31-03-2020
a) Expected credit loss for investments, loans and other financial assets
Carrying
Internal Asset / Asset Gross Expected Expected amount net
Particulars carrying probability of
rating group credit loss of impairment
amount default provision
Loss allowance Investments at
measured at 12 2 amortised cost 69.19 0% – 69.19
month expected Other financial
credit loss 1 assets 18.00 0% – 18.00

b) Expected credit loss for trade receivables under simplified approach

0 to 180 days More than 180
Particulars Total
past due days past due
Gross carrying amount 1,242.97 55.82 1,298.79
Expected loss rate – 31%
Expected credit losses – 17.43 17.43
Carrying amount of trade receivables 1,242.97 38.39 1,281.36

Reconciliation of loss allowance provision - Trade receivables

Loss allowance on 31-03-2019 11.63
Changes in loss allowance 5.80
Loss allowance on 31-03-2020 17.43
Changes in loss allowance 4.60
Loss allowance on 31-03-2021 22.03

132
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
31 FINANCIAL RISK MANAGEMENT - (continued)
(B) Liquidity risk
(i) Financing arrangements
The Company had access to the following undrawn borrowing facilities at the end of the reporting period:
Particulars As at 31-03-2021 As at 31-03-2020
Floating rate
- Expiring within one year (bank overdraft and other facilities) 1,500.35 651.00
- Expiring beyond one year (bank loans) – –

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Subject
to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time in INR and have
an average maturity ranging 30 to 180 days.

(ii) Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their
contractual maturities for:
a) all non-derivative financial liabilities, and
b) net and gross settled derivative financial instruments for which the contractual maturities are essential for an
understanding of the timing of the cash flows.

As at 31-03-2021
Contractual Maturities of Less than 3 months to 6 months to 1 year to More than
Total
Financial Liabilities 3 months 6 months 1 year 5 years 5 years
Borrowings – 46.43 24.37 1,033.26 9.24 1,113.30
Lease liabilities 7.68 7.54 14.48 90.99 35.27 155.96
Trade payables 3,921.60 – – – – 3,921.60
Other financial liabilities 151.88 – – – – 151.88
Derivatives – – – – – –

As at 31-03-2020
Contractual Maturities of Less than 3 months to 6 months to 1 year to More than
Total
Financial Liabilities 3 months 6 months 1 year 5 years 5 years
Borrowings 1,070.00 22.06 25.22 890.23 19.84 2,027.35
Lease liabilities 7.30 6.84 9.75 70.18 52.29 146.36
Trade payables 2,886.39 – – – – 2,886.39
Other financial liabilities 60.63 – – – – 60.63
Derivatives 41.94 – – – – 41.94

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal
their carrying balances as the impact of discounting is not significant.

133
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
31 FINANCIAL RISK MANAGEMENT - (continued)
(C) Market risk
(i) Foreign exchange risk
The Company's exposure to foreign currency risk at the end of the reporting period expressed in INR, are as
follows:
Particulars As at 31-03-2021 As at 31-03-2020
Exposure in foreign currency USD EUR USD EUR
Financial assets:
Trade receivables 564.99 30.00 570.30 26.25
Investments 52.13 – 32.71 –
Derivative assets:
Foreign exchange forward contracts
Sell foreign currency (1,537.09) (74.85) (1,195.95) (56.57)
Financial liabilities:
Foreign currency loan 340.55 – 452.98 –
Trade payables 290.39 5.91 108.02 0.03
Derivative liabilities:
Principal swap
Buy foreign currency (340.55) – (452.98) –

Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency
denominated financial instruments and the impact on other components of equity arises from foreign forward
exchange contracts designated as cash flow hedges.
Impact on other
Impact on profit after tax*
components of equity*
Particulars
As at As at As at As at
31-03-2021 31-03-2020 31-03-2021 31-03-2020
USD sensitivity
INR / USD increases by 10% 21.21 37.21 (110.88) (92.23)
INR / USD decreases by 10% (21.21) (37.21) 110.88 92.23
EURO sensitivity
INR / EURO increases by 10% 1.79 2.06 (5.55) (4.44)
INR / EURO decreases by 10% (1.79) (2.06) 5.55 4.44
* Holding all other variables constant
(ii) Interest rate risk
Domestic INR borrowings are based on fixed rate of interest. Normally, for short term borrowings the marginal
cost of lending rate of the bank is followed. Whenever, Company resorts to short term borrowing through
Commercial Paper the rate of interest is fixed in advance. In respect of foreign currency borrowings for
longer period the interest rates are covered through interest rate swaps (IRS).
Particulars As at 31-03-2021 As at 31-03-2020
Variable rate borrowings 340.55 452.98
Fixed rate borrowings 772.75 1,574.37

The amount disclosed in the table are the contractual undiscounted cash flows.
Impact on profit after tax
Sensitivity
As at 31-03-2021 As at 31-03-2020
Increase in interest rates by 100 bps (2.52) (3.56)
Decrease in interest rates by 100 bps 2.52 3.56

134
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
31 FINANCIAL RISK MANAGEMENT - (continued)
(iii) Price Risk
The company's exposure to equity securities price risk arises from investments held by the Company and
classified in the balance sheet either as fair value through OCI or at fair value through profit or loss.
To manage its price risk from investments in equity securities, the Company diversifies its portfolio. The
impact of the changes in price risk is not material.
(D) Impact of hedging activities
(i) Disclosure of effects of hedge accounting on financial position
(a) Disclosure of effects of hedge accounting on financial position as at 31-03-2021
Changes in Changes in the
Carrying amount of fair value of value of hedged
Nominal value hedging instrument
Type of hedge and risks Maturity date hedging item used as
instrument the basis for
Assets Liabilities Assets Liabilities since incep- recognising hedge
tion of hedge effectiveness
Cash flow hedge
Foreign exchange forward
contracts, PCFC 1,611.94 – 8.20 – Apr-21 to Mar-22 8.20 (8.20)
Foreign currency loan Sep-21 to Sep-23
• Principal swap – 340.55 8.74 – 8.74 (8.74)
• Interest rate swap – 340.55 – 13.91 (13.91) 13.91

(b) Disclosure of effects of hedge accounting on financial position as at 31-03-2020

Changes in Changes in the
Carrying amount of fair value of value of hedged
Nominal value hedging instrument
Type of hedge and risks Maturity date hedging item used as
instrument the basis for
Assets Liabilities Assets Liabilities since incep- recognising hedge
tion of hedge effectiveness
Cash flow hedge
Foreign exchange forward
contracts, PCFC 1,273.77 – – 46.95 Apr-19 to Jun-19 (46.95) 46.95
Foreign currency loan Jul-21 to Sep-23
• Principal swap – 426.90 29.22 – 29.22 (29.22)
• Interest rate swap – 426.90 – 24.21 (24.21) 24.21

(ii) Disclosure of effects of hedge accounting on financial performance:

for the year ended 31-03-2021:
Change in the value Hedge Amount reclassified Line item affected in
of hedging instrument ineffectiveness from cash flow statement of profit
Type of hedge
recognised in other recognised in profit hedging reserve to and loss because of
comprehensive income and loss profit or loss the reclassification
Cash flow hedge:
Foreign exchange (3.68) – (51.41) Revenue and
risk/POS/IRS Borrowing cost
for the year ended 31-03-2020:
Change in the value Hedge Amount reclassified Line item affected in
of hedging instrument ineffectiveness from cash flow statement of profit
Type of hedge
recognised in other recognised in profit hedging reserve to and loss because of
comprehensive income and loss profit or loss the reclassification
Cash flow hedge:
Foreign exchange Revenue and
risk/POS/IRS (51.41) – (1.63) Borrowing cost
135
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores

32 CAPITAL MANAGEMENT
(a) Risk management
The Company’s objectives when managing capital are to
• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders
and benefits for other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Company monitors capital on the basis of the following gearing ratio:
Net debt (total borrowings net of cash and cash equivalents) divided by Total ‘equity’ (as shown in the balance
sheet). The company’s strategy is to maintain an optimum gearing ratio. The gearing ratios were as follows:
As at As at
Particulars
31-03-2021 31-03-2020
Net debt 247.40 1,607.61
Total equity 4,170.95 3,618.09
Net debt to equity ratio 5.93% 44.43%
The Company also monitors Interest coverage ratio :
Company's earnings before interest and taxes (EBIT) divided by interest
The Company's strategy is to maintain an optimum interest coverage ratio.
The Interest coverage ratio were as follows:
Year ended Year ended
Particulars
31-03-2021 31-03-2020
EBIT 967.84 856.60
Interest 141.60 102.19
Interest coverage ratio (Times) 6.84 8.38

(b) Dividends
Year ended Year ended
Particulars 31-03-2021 31-03-2020
(i) Equity shares
Interim dividends for the year ended 31-03-2021 of $ 3.50
(for the year ended 31-03-2020 of $ 3.50) per fully paid share 166.28 166.28
Dividend Distribution Tax – 33.75
(ii) Dividends not recognised at the end of the reporting period – –

136
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
33 EMPLOYEE BENEFIT OBLIGATIONS
Defined benefit plans as per actuarial valuation
Funded plan Unfunded plans
Gratuity Pension Leave salary
Particulars Present Fair value Present Present
value of of plan Net amount value of value of
obligation assets obligation obligation
As at 01-04-2019 96.79 (97.93) (1.14) 66.54 22.57
Current service cost 17.42 – 17.42 – –
Interest expense / (income) 7.55 (7.03) 0.52 5.10 1.89
Total amount recognised in profit or loss 24.97 (7.03) 17.94 5.10 1.89

Remeasurements
Return on plan assets, excluding amounts
included in interest expense / (income) – (1.33) (1.33) – –
(Gain) / loss from change in financial
assumptions 10.00 – 10.00 14.65 2.19
Experience (gains) / losses (5.73) – (5.73) 10.00 15.52
Total amount recognised in other
comprehensive income 4.27 (1.33) 2.94 24.65 17.71
Employer contributions – (14.38) (14.38) – –
Benefit payments (7.59) 7.59 – (0.46) (5.15)

As at 31-03-2020 118.44 (113.08) 5.36 95.83 37.02

Current service cost 18.41 – 18.41 – –
Interest expense/(income) 7.88 (7.48) 0.40 5.11 2.67
Total amount recognised in profit or loss 26.29 (7.48) 18.81 5.11 2.67
Remeasurements
Return on plan assets, excluding amounts
included in interest expense / (income) – 2.18 2.18 – –
(Gain) / loss from change in financial
assumptions (3.45) – (3.45) 0.78 (1.32)
Experience (gains) / losses (9.57) – (9.57) (7.66) 11.77
Total amount recognised in other
comprehensive income (13.02) 2.18 (10.84) (6.88) 10.45
Employer contributions – (10.84) (10.84) – –
Benefit payments (7.07) 7.07 – (0.84) (2.18)

As at 31-03-2021 124.64 (122.15) 2.49 93.22 47.95

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees.
The Company has created an Employees' Group Gratuity Fund which has taken a Group Gratuity Assurance Scheme
with the Life Insurance Corporation of India. Company's contributions are based on actuarial valuation arrived at the
end of each year and charged to Statement of Profit and Loss.

137
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

33 EMPLOYEE BENEFIT OBLIGATIONS - (continued) Rupees in crores

The significant actuarial assumptions were as follows:

As at As at
Particulars
31-03-2021 31-03-2020
Discount rate (Gratuity) 6.9% 6.6%
Discount rate (Leave salary) 6.9% 6.6%
Discount rate (Pension) 5.5% 5.6%
Salary growth rate 5.5% 5.5%
Pre-retirement mortality rate IALM (2006-08) Ultimate
Post retirement mortality rate LIC Ann (1996-98)
Attrition rate (For Leave salary & Gratuity) 3.0% 3.0%
Attrition rate (For Pension) 0.0% 0.0%
Assumptions regarding future mortality for pension are set based on actuarial advice in accordance with published
statistics and experience. These assumptions translate into an average life expectancy in years for a pensioner retiring
at age 58.

(i) Sensitivity analysis

The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
Impact on defined benefit obligation - Gratuity
Change in assumption Increase in assumption Decrease in assumption
Particulars
Year ended Year ended Year ended
31-03-2021 31-03-2020 31-03-2021 31-03-2020 31-03-2021 31-03-2020
Discount rate 0.50% 0.50% 119.25 113.18 130.48 124.11
Salary growth rate 0.50% 0.50% 130.53 124.15 119.15 113.10
Mortality 5.00% 5.00% 124.67 118.45 124.62 118.41

Impact on defined benefit obligation - Pension

Change in assumption Increase in assumption Decrease in assumption
Particulars
Year ended Year ended Year ended
31-03-2021 31-03-2020 31-03-2021 31-03-2020 31-03-2021 31-03-2020
Discount rate 1.00% 1.00% 82.65 85.05 106.16 108.88
Salary growth rate 1.00% 1.00% 106.61 109.38 82.16 84.52
Mortality 5.00% 5.00% 92.40 95.00 94.22 96.68

Impact on defined benefit obligation - Leave salary

Change in assumption Increase in assumption Decrease in assumption
Particulars
Year ended Year ended Year ended
31-03-2021 31-03-2020 31-03-2021 31-03-2020 31-03-2021 31-03-2020
Discount rate 0.50% 0.50% 46.10 35.56 49.94 38.58
Salary growth rate 0.50% 0.50% 49.96 38.59 46.07 35.54
Mortality 5.00% 5.00% 47.96 37.02 47.95 37.01

138
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

33 EMPLOYEE BENEFIT OBLIGATIONS - (continued) Rupees in crores

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When
calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method
(present value of the defined benefit obligation calculated with the projected unit credit method at the end of
the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance
sheet.

(ii) Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which
are detailed below:
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan
assets underperform this yield, this will create a deficit.
Changes in bond: A decrease in bond yields will increase plan liabilities, although this will be partially offset by
an yield increase in the value of the plans’ bond holdings.
Inflation risks: In the pension plans, the pensions in payment are not linked to inflation, so this is a less material
risk.
Life expectancy: The pension obligations are to provide benefits for the life of the member, so increases in life
expectancy will result in an increase in the plans’ liabilities. This is particularly significant where inflationary
increases result in higher sensitivity to changes in life expectancy.

(iii) Defined contribution plans:

The Company's contribution to defined contribution plan i.e., provident fund of $ 17.91 crores (previous year
$ 16.83 crores) has been recognised in the Statement of Profit and Loss.

139
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

34 RELATED PARTY DISCLOSURE

(a) (i) Related parties and their relationship where control exists
Holding company:
Sundaram-Clayton Limited, Chennai

Ultimate holding company:

T V Sundram Iyengar & Sons Private Limited, Madurai

Subsidiaries:
Sundaram Auto Components Limited, Chennai
TVS Housing Limited, Chennai
TVS Motor Services Limited, Chennai
TVS Credit Services Limited, Chennai
Harita Collection Services Private Limited, Chennai
Harita ARC Services Private Limited, Chennai
TVS Micro Finance Private Limited, Chennai
TVS Commodity Financial Solutions Private Limited, Chennai
TVS Two Wheeler Mall Private Limited, Chennai
TVS Housing Finance Private Limited, Chennai
TVS Motor (Singapore) Pte. Limited, Singapore
TVS Motor Company (Europe) B.V, Amsterdam
PT. TVS Motor Company Indonesia, Jakarta
Sundaram Holding USA Inc, USA
Green Hills Land Holding LLC, USA
Component Equipment Leasing LLC, USA
Sundaram-Clayton USA LLC, USA
Premier Land Holding LLC, USA
The Norton Motorcycle Co. Ltd, UK (Formerly known as Project 303 BIDCO Limited)
Intellicar Telematics Private Limited, Bengaluru
Associate companies:
Emerald Haven Realty Limited, Chennai
Ultraviolette Automotive Private Limited, Bengaluru
Tagbox Solutions Private Limited, Bengaluru
(ii) Other related parties and their relationship where transaction exists:
Fellow subsidiaries:
TVS Electronics Limited, Chennai
Southern Roadways Private Limited, Madurai
Sundaram Industries Private Limited, Madurai
Lucas-TVS Limited, Chennai
Lucas Indian Service Limited, Chennai
TVS Training and Services Limited, Chennai
TVS Lanka Private Limited, Colombo
Associate / Joint venture of holding / ultimate holding / subsidiary / fellow subsidiary company:
Brakes India Private Limited, Chennai
TVS Srichakra Limited, Madurai
Wheels India Limited, Chennai
Sundram Fasteners Limited, Chennai
India Nippon Electricals Limited, Chennai
Sundaram Brake Linings Limited, Chennai
TVS Auto Bangladesh Limited, Dhaka
140
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

34 RELATED PARTY DISCLOSURE - (continued) Rupees in crores

Associate / Joint venture of holding / ultimate holding / subsidiary / fellow subsidiary company: - (continued)
TVS Supply Chain Solutions Limited, Madurai
Predictronics Corporation, USA
Subsidiaries of associate / joint venture of holding / ultimate holding / subsidiary / fellow subsidiary company:
TVS Upasana Limited, Chennai
TVS Dynamic Global Freight Services Limited, Chennai
Enterprises in which directors are interested:
TVS Organics Private Limited, Chennai
Harita Techserv Private Limited, Chennai
Dua Associates, Delhi
Dua Consulting Private Limited, Delhi
McCann-Erickson (India) Private Limited, Delhi
Lakshmi Energy and Environment Design Private Limited, Coimbatore
Key Management personnel:
Executive Directors:
Mr. Venu Srinivasan, Chairman & Managing Director
Mr. Sudarshan Venu, Joint Managing Director
Mr. K.N.Radhakrishnan, Director and CEO
Non-executive Directors:
Independent Directors:
Mr.T. Kannan
Mr.C.R. Dua
Mr.Prince Asirvatham
Mr.R Gopalan
Mr.Hemant Krishan Singh
Mrs.Lalita D. Gupte
Mr. Kuok Meng Xiong (w.e.f. 24th March 2021)
Non-Independent Directors:
Prof. Sir Ralf Dieter Speth (w.e.f. 24th March 2021)
Mr. H.Lakshmanan
Dr. Lakshmi Venu
Mr. Rajesh Narasimhan (Upto 24th March 2021)
Enterprise in which key management personnel and their relative have significant influence:
Harita-NTI Limited, Chennai
Post-employment benefit plans:
TVS Motor Company Employees' Gratuity Fund
TVS Motor Company Employees' Provident Fund
As at/ As at/
Year ended Year ended
31-03-2021 31-03-2020
(b) Transactions with related parties:
(i) Purchase of goods
- ultimate holding company (TV Sundram Iyengar & Sons
Private Limited, Madurai) 0.34 0.38
- holding company (Sundaram-Clayton Limited, Chennai) 305.41 361.19
- subsidiary companies
Sundaram Auto Components Limited, Chennai 295.60 345.55
PT.TVS Motor Company Indonesia, Jakarta 0.11 0.08
The Norton Motorcycle Co. Ltd, UK 0.70 –
141
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
34 RELATED PARTY DISCLOSURE - (continued)
As at/ As at/
Year ended Year ended
31-03-2021 31-03-2020
- fellow subsidiaries
TVS Electronics Limited, Chennai 0.01 0.26
Sundaram Industries Private Limited, Madurai 0.04 0.03
Lucas-TVS Limited, Chennai 136.35 174.15
Lucas Indian Service Limited, Chennai 8.34 7.54
- associate / joint venture of holding / ultimate holding /
subsidiary / fellow subsidiary company
Brakes India Private Limited, Chennai 22.67 32.04
TVS Srichakra Limited, Madurai 374.06 473.35
Wheels India Limited, Chennai 0.20 14.77
Sundram Fasteners Limited, Chennai 43.15 59.28
India Nippon Electricals Limited, Chennai 326.25 296.15
Sundaram Brake Linings Limited, Chennai 8.10 10.78
- subsidiaries of associate / joint venture of holding /
ultimate holding / subsidiary / fellow subsidiary company
TVS Upasana Limited, Chennai 16.35 16.41
- enterprises in which key management personnel and their
relative have significant influence (Harita-NTI Limited, Chennai) 1.71 1.17
- enterprises in which directors are interested
TVS Organics Private Limited, Chennai 0.28 0.87

(ii) Sale of goods

- ultimate holding company
(TV Sundram Iyengar & Sons Private Limited, Madurai) 360.58 367.49
- subsidiary companies
PT. TVS Motor Company Indonesia, Jakarta 171.89 176.76
- fellow subsidiary company (TVS Lanka Private Limited, Colombo) 12.84 213.54
- associate / joint venture of holding / ultimate holding / subsidiary /
fellow subsidiary company
TVS Auto Bangladesh Limited, Dhaka 537.12 588.29
(iii) Purchase of assets
- ultimate holding company (TV Sundram Iyengar & Sons
Private Limited, Madurai) – 1.53
- fellow subsidiaries
TVS Electronics Limited, Chennai 0.15 –
- associate / joint venture
Tagbox Solutions Private Limited, Bengaluru 1.01 –
- associate / Joint venture of holding / ultimate holding /
subsidiary / fellow subsidiary company
India Nippon Electricals Limited, Chennai – 0.44
- enterprises in which directors are interested
Lakshmi Energy and Environment Design Private Limited, Coimbatore – 0.07

142
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued) Rupees in crores

As at/ As at/
34 RELATED PARTY DISCLOSURE - (continued) Year ended Year ended
31-03-2021 31-03-2020

(iv) Rendering of services (including interest and reimbursements received)

- holding company (Sundaram-Clayton Limited, Chennai) 1.91 2.21
- subsidiary companies
Sundaram Auto Components Limited, Chennai 0.70 1.16
PT. TVS Motor Company Indonesia, Jakarta 0.55 0.55
TVS Credit Services Limited, Chennai 7.55 6.85
The Norton Motorcycle Co. Ltd, UK 11.80 –
- fellow subsidiaries
Southern Roadways Private Limited, Madurai 0.01 0.01
Lucas - TVS Limited, Chennai 0.01 0.01
Lucas Indian Service Limited, Chennai 0.01 0.01
- associate / joint venture of holding / ultimate holding /
subsidiary / fellow subsidiary company
Brakes India Private Limited, Chennai – 0.01
TVS Supply Chain Solutions Limited, Madurai – 0.89
Wheels India Limited, Chennai – 0.01
India Nippon Electricals Limited, Chennai 0.01 0.14
TVS Srichakra Limited, Madurai 0.01 0.01
Sundaram Fasteners Limited, Chennai 0.01 0.10
Sundaram Brake Linings Limited, Chennai 0.01 0.01
Subsidiaries of associate / joint venture of holding / ultimate holding /
subsidiary / fellow subsidiary company:
TVS Upasana Limited, Chennai 0.01 0.14
(v) Availing of services (includes sub-contract charges paid)
- ultimate holding company (TV Sundram Iyengar & Sons
Private Limited, Madurai) 0.25 0.13
- holding company (Sundaram-Clayton Limited, Chennai) 55.27 48.82
- subsidiary company (TVS Credit Services Limited, Chennai) 48.83 44.33
- fellow subsidiaries:
TVS Electronics Limited, Chennai 1.85 1.44
Southern Roadways Private Limited, Madurai 2.56 2.29
TVS Training and Services Limited, Chennai 0.11 –
- associate / joint venture (Tagbox Solutions Private Limited, Bengaluru) 0.32 –
- associate / joint venture of holding / ultimate holding /
subsidiary / fellow subsidiary company
TVS Supply Chain Solutions Limited, Madurai 96.84 82.69
Wheels India Limited, Chennai – 0.01
Predictronics Corporation, USA 0.11 –
- subsidiaries of associate / joint venture of holding / ultimate holding /
subsidiary / fellow subsidiary company
TVS Dynamic Global Freight Services Limited, Chennai 100.40 119.28
- enterprises in which directors are interested
Dua Associates, Delhi 0.18 0.06
Dua Consulting Private Limited, Delhi 5.30 4.79
McCann-Erickson (India) Private Limited, Delhi 3.91 4.10
Lakshmi Energy and Environment Design Private Limited, Coimbatore 0.07 –
Harita Techserv Private Limited, Chennai 3.50 2.63
143
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued) Rupees in crores

As at/ As at/
34 RELATED PARTY DISCLOSURE - (continued) Year ended Year ended
31-03-2021 31-03-2020
(vi) Investments made during the year
- subsidiary companies
TVS Motor (Singapore) Pte. Limited, Singapore 194.88 138.94
PT. TVS Motor Company Indonesia, Jakarta 36.52 35.79
Sundaram Auto Components Limited, Chennai 23.00 59.99
TVS Motor Services Limited, Chennai (TVS MS) – 45.00
TVS Credit Services Limited, Chennai 99.98 1,087.48*
Intellicar Telematics Private Limited, Bengaluru 22.50 –
- associate / joint venture
Ultraviolette Automotive Private Limited, Bengaluru 30.00 5.00
Tagbox Solutions Private Limited, Bengaluru – 11.18
* Includes transfer of shares of $ 1,042.48 Cr from TVS MS pursuant to
NCLT’s order. (Refer Note No.4(1)).

(vii) Share application money pending allotment

- subsidiary company
TVS Motor (Singapore) Pte Limited, Singapore – 249.53

(viii) Trade advance given

- associate company (Ultraviolette Automotive Private Limited, Bengaluru) 3.40 2.00
(ix) Remuneration to key management personnel:
Short-term employee benefits 43.36 42.45
Post-employment benefits 0.22 0.22
(x) Dividend received from:
- subsidiary company (Sundaram Auto Components Limited, Chennai) – 2.11
(xi) Dividend paid to holding company (Sundaram-Clayton Limited, Chennai) 57.27 95.44
(xii) Dividend paid to Key Management Personnel 0.55 0.92
(xiii) Obligation arising out of agreements facilitating credit /
payment to service provider
- subsidiary companies
PT. TVS Motor Company Indonesia, Jakarta 95.04 98.37
TVS Motor (Singapore) Pte. Limited, Singapore 73.11 302.66
(xiv) Contributions to post employment benefit plans:
TVS Motor Company Employees' Gratuity Fund 10.84 14.38
TVS Motor Company Employees' Provident Fund 47.52 45.78
(Including Employee and Employer Contributions)

(c) Balances with related parties:

(i) Trade receivables / Other current assets
- ultimate holding company
(T V Sundram Iyengar & Sons Private Limited, Madurai) 8.11 79.50
- subsidiary companies
Sundaram Auto Components Limited, Chennai – 3.29
PT. TVS Motor Company Indonesia, Jakarta 119.80 141.10
TVS Credit Services Limited, Chennai – 5.89
The Norton Motorcycle Co Ltd, UK 11.80 –

144
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued) Rupees in crores

As at/ As at/
34 RELATED PARTY DISCLOSURE - (continued) Year ended Year ended
31-03-2021 31-03-2020
- fellow subsidiary companies
TVS Lanka Private Limited, Colombo 6.91 11.29
- associate companies
Ultraviolette Automotive Private Limited, Bengaluru – 2.00
Emerald Haven Realty Limited, Chennai 3.33 2.65

- associate / joint venture of holding / ultimate holding /

subsidiary / fellow subsidiary company
TVS Auto Bangladesh Limited, Dhaka 190.79 92.33

(ii) Trade payables

- holding company (Sundaram-Clayton Limited, Chennai) 43.07 20.95

- subsidiary companies
Sundaram Auto Components Limited, Chennai 3.24 –
TVS Motor (Singapore) Pte Limited, Singapore 3.72 2.75
TVS Credit Services Limited, Chennai 6.97 –
- fellow subsidiaries
Lucas - TVS Limited, Chennai 27.58 24.81
Lucas Indian Service Limited, Chennai 1.43 1.34
Southern Roadways Private Limited, Madurai 0.02 0.16
Sundaram Industries Private Limited, Madurai – 0.01
TVS Electronics Limited, Chennai 0.03 0.05
- associate / joint venture
Tagbox Solutions Private Limited, Bengaluru 0.09 –
- associate / joint venture of holding / ultimate holding /
subsidiary / fellow subsidiary company
Brakes India Private Limited, Chennai 5.34 6.63
TVS Srichakra Limited, Madurai 53.31 55.97
Wheels India Limited, Chennai – 1.53
India Nippon Electricals Limited, Chennai 57.15 54.56
Sundaram Brake Linings Limited, Chennai 1.85 1.29
Sundram Fasteners Limited, Chennai 7.74 8.20
TVS Supply Chain Solutions Limited, Madurai 8.30 5.11
Predictronics Corporation, USA 0.11 –
- subsidiaries of associate / joint venture of holding / ultimate holding /
subsidiary / fellow subsidiary company
TVS Dynamic Global Freight Services Limited, Chennai 7.38 8.65
TVS Upasana Limited, Chennai 2.42 2.05
- enterprises in which directors are interested
Dua Consulting Private Limited, Delhi 0.27 –
TVS Organics Private Limited, Chennai 0.01 0.01
McCann-Erickson (India) Private Limited, Delhi 0.13 –
Lakshmi Energy and Environment Design Private Limited, Coimbatore 0.14 0.21
Harita Techserv Private Limited, Chennai 0.42 0.37
- enterprise over which key management personnel and their relative have
significant influence (Harita-NTI Limited, Chennai) 0.17 0.21

(iii) Guarantees issued 168.15 401.03

145
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores

35 REVENUE FROM CONTRACTS WITH CUSTOMERS

A Disaggregated revenue:
Revenue from contracts with customers are disaggregated into categories that depict how the nature, amount, timing and uncertainty of
revenue and cash flows are affected by economic factors. The Company identifies the product lines, amongst others to indicate the
factors as mentioned above. The details of revenue from contracts with customers on the basis of various product lines are as under:
For the year ended For the year ended
Sl. No. Particulars
31-03-2021 31-03-2020
(a) Type of goods or service
(i) Two wheelers 13,676.34 12,843.05
(ii) Three wheelers 1,158.21 1,532.21
(iii) Parts and accessories 1,736.87 1,659.22
(iv) IT Services 21.78 22.38
(v) Royalty 10.25 16.77
16,603.45 16,073.63
(b) Geographical markets
(i) Domestic 11,874.45 11,521.17
(ii) Exports 4,729.00 4,552.46
16,603.45 16,073.63
B The operations of the Company relate to only one segment viz., automotive vehicle and parts. Thus, the information on the
relationship between disaggregated revenue under Ind AS 115 and for reportable segment under Ind AS 108 is not required.
C Reconciliation of contracts with customers:
Movement of contract liabilities for the reporting period given below:
For the year ended For the year ended
Particulars
31-03-2021 31-03-2020
Contract Liabilities at the beginning of the period 99.03 57.83
Add / (Less):
Consideration received during the year as advance 143.90 99.03
Revenue recognized from contract liability (99.03) (57.83)
Contract Liabilities at the end of the period 143.90 99.03

Payment is received in advance towards contracts entered with customers, and is recognised as a contract liability. As and when
the performance obligation is met, the same is recognized as revenue.

D Transaction price allocated to the remaining performance obligations:

The Company's contracts with customers are short term (i.e., the performance obligations are expected to be met within one year
or less). Therefore, taking the practical expedient, the details on transaction price allocated to the remaining performance obligations
are not disclosed.
E Reconciliation of revenue with contract price:
For the year ended For the year ended
Sl. No. Particulars
31-03-2021 31-03-2020
(i) Contract price 17,318.18 16,773.14
(ii) Adjustments :
Incentive schemes 394.55 369.89
Transport cost 320.18 329.62
(iii) Revenue from operations as per Statement of Profit and Loss 16,603.45 16,073.63

146
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued) Rupees in crores

As at/ As at/
Year ended Year ended
31-03-2021 31-03-2020
36 EARNINGS PER SHARE
Profit after tax 612.04 592.25
Number of equity shares 47,50,87,114 47,50,87,114
Face value of the share (in rupees) 1.00 1.00
Weighted average number of equity shares 47,50,87,114 47,50,87,114
Basic and diluted earnings per share for continued operations (in rupees) 12.88 12.47
Basic and diluted earnings per share for discontinued operations (in rupees) – –
Basic and diluted earnings per share for continued and
discontinued operations (in rupees) 12.88 12.47

37 WARRANTY PROVISION
Opening balance 38.04 29.15
Add: Provision for the year (net) 48.88 38.04
86.92 67.19
Less: Payments / debits (net) 38.04 29.15
Closing balance 48.88 38.04

38 MICRO SMALL AND MEDIUM ENTERPRISES DISCLOSURE

Trade payable pertaining to dues to Micro and Small enterprises

(all are within agreed credit period and not due for payment) 39.75 116.60
(Refer Note No. 19)
(i) The principal amount and interest due thereon remaining unpaid to
any supplier as at the end of each accounting year. Nil Nil

(ii) The amount of interest paid by the buyer in terms of Section 16 of the Micro,
Small and Medium Enterprises Development Act, 2006, along with the amount
of the payment made to the supplier beyond the appointed day during each
accounting year Nil Nil

(iii) The amount of interest due and payable for the period of delay in making payment
(which have been paid but beyond the appointed day during the year) but without
adding the interest specified under the Micro, Small and Medium Enterprises
Development Act, 2006. Nil Nil

(iv) The amount of interest accrued and remaining unpaid at the end of each
accounting year. Nil Nil

(v) The amount of further interest remaining due and payable even in the succeeding
years, until such date when the interest dues as above are actually paid to the small
enterprise, for the purpose of disallowance as a deductible expenditure under
Section 23 of the Micro, Small and Medium Enterprises Development Act, 2006. Nil Nil

39 PAYMENT TO AUDITORS COMPRISES

As statutory auditors 0.85 0.85
Taxation matters 0.20 0.20
Certification matters 0.10 0.10
Other Services – 0.39
1.15 1.54
Miscellaneous expenses include travel and stay expenses of auditors 0.10 0.10
1.25 1.64
147
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued) Rupees in crores

As at/ As at/
Year ended Year ended
31-03-2021 31-03-2020

40 CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR

(a) Claims against the company not acknowledged as debts:
(i) Excise 53.37 52.99
(ii) Service tax 1.96 1.96
(iii) Customs 40.63 1.36
(iv) Sales tax 2.00 2.00
(v) Income tax 42.60 42.60
The future cash flows on the above items are determinable only on receipt of
the decisions / judgments that are pending at various forums / authorities.
The Company does not expect the outcome of these proceedings to have a
materially adverse effect on its financial results.

(b) Other money for which the company is contingently liable:

(i) On bills discounted with banks 212.18 52.65
(ii) On factoring arrangements – 2.09

(c) Commitments:
(i) Estimated amount of contracts remaining to be executed on capital account
and not provided for 194.69 209.83
(ii) On Investments 5.12 9.79

41 DISCLOSURE MADE IN TERMS OF REGULATION 34(3) OF THE LISTING REGULATIONS

Amount Amount
outstanding outstanding
Sl. No. Particulars Name of the company
as at as at
31-03-2021 31-03-2020
(a) Investments by the Company
(i) In subsidiary companies Sundaram Auto Components
Limited, Chennai 336.20 313.21
[4,45,69,000 (last year-4,21,74,000)
Equity shares of Rs.10/- each
fully paid up]
Maximum amount held at any time
During the year 336.20
During the previous year 313.21
TVS Housing Limited, Chennai
[50,000 (last year - 50,000)
Equity shares of Rs.10/- each
fully paid up] 0.05 0.05
Maximum amount held at any time
During the year 0.05
During the previous year 0.05
TVS Motor Services Limited, Chennai
[5,36,33,814 (last year -5,36,33,814)
Equity shares of Rs.10/- each
fully paid up] 52.68 52.68
Maximum amount held at any time
During the year 52.68
During the previous year 52.68
148
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

41 DISCLOSURE MADE IN TERMS OF REGULATION 34(3) OF THE LISTING REGULATIONS - (continued)

Rupees in crores
Amount Amount
outstanding outstanding
Sl. No. Particulars Name of the company
as at as at
31-03-2021 31-03-2020

TVS Credit Services Limited, Chennai

[16,22,24,928 (last year - 15,54,69,528)
Equity shares of Rs.10/- each
fully paid up] 1,360.99 1,261.01
Maximum amount held at any time
During the year 1,360.99
During the previous year 1,261.01
TVS Motor Company (Europe)
B.V., Amsterdam
[2,25,301 (last year- 2,25,301)
Ordinary shares of Euro 100/- each
fully paid up] 1.80 1.80
Maximum amount held at any time
During the year 1.80
During the previous year 1.80
TVS Motor (Singapore) Pte. Limited,
Singapore
[20,08,29,458 (last year 11,85,28,579)
Ordinary shares of Singapore $ 1/- each
fully paid up] 809.21 614.33*
Maximum amount held at any time
During the year 809.21
During the previous year 614.33*
(* - Including share application money
pending allotment)
PT. TVS Motor Company Indonesia,
Jakarta
[85,97,000 Equity shares
(last year - 80,97,000) of Indonesian
Rp.97,400/- each fully paid up] 389.06 352.54
Maximum amount held at any time
During the year 389.06
During the previous year 352.54
(ii) in associate companies Emerald Haven Realty Limited, Chennai,
[11,12,19,512 (last year - 11,12,19,512)
Equity shares of Rs. 10/- each
fully paid up] 111.22 111.22
Maximum amount held at any time
During the year 111.22
During the previous year 111.22
Ultraviolette Automotive Private Limited,
Bengaluru [14,850 (last year-14,850)
Equity shares of Rs. 10/- each
fully paid up] 11.00 11.00
Maximum amount held at any time
During the year 11.00
During the previous year 11.00

149
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

41 DISCLOSURE MADE IN TERMS OF REGULATION 34(3) OF THE LISTING REGULATIONS - (continued)

Rupees in crores
Amount Amount
outstanding outstanding
Sl. No. Particulars Name of the company
as at as at
31-03-2021 31-03-2020
Ultraviolette Automotive Private Limited,
Bengaluru [990 (last year - 990)
Preference shares of Rs.40,616/- each
fully paid up] 5.00 5.00
Maximum amount held at any time
During the year 5.00
During the previous year 5.00
[7,387(last year - NIL)
Preference shares of Rs.50,845/- each
fully paid up] 30.00 –
Maximum amount held at any time
During the year 30.00
During the previous year –
Tagbox Solutions Private Limited,
Bengaluru [45,710 (last year - 45,710)
Equity shares of Rs.1 each fully paid] 1.19 1.19
Maximum amount held at any time
During the year 1.19
During the previous year 1.19
Tagbox Solutions Private Limited,
Bengaluru [3,83,983 (last year - 3,83,983)
Preference shares of Rs.16 each
fully paid] 9.99 9.99
Maximum amount held at any time
During the year 9.99
During the previous year 9.99
(b) Investments by the Sundaram-Clayton Limited, Chennai holds
holding company holding company 27,26,82,786 (last
year 27,26,82,786)
Equityshares of Re.1/- each fully paid up 13.63 13.63
Maximum amount held at any time
During the year 13.63
During the previous year 13.63
(c) Loans and advances Ultraviolette Automotive Private Limited,
Bengaluru to associate companies – 2.00
Maximum amount held at any time
During the year 5.40
During the previous year 2.00

As at/ As at/
Year ended Year ended
31-03-2021 31-03-2020
42 DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEES GIVEN
(Disclosure as per Section 186 of the Companies Act, 2013)
(a) Investments made - Refer Note No.4
(b) Guarantee issued towards credit facility / business purpose - Refer Note No.34(b)(xiii)

150
STANDALONE FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements – (continued)

Rupees in crores
43 CORPORATE SOCIAL RESPONSIBILITY
Expenditure incurred on Corporate Social Responsibility (CSR) activities:
(a) Gross amount required to be spent during the year is $ 16.81 crores (last year $ 15.85 crores)
(b) Amount spent during the year:
Yet to be Year ended Year ended
Sl. No. Particulars In cash
paid in cash 31-03-2021 31-03-2020
1 Construction / acquisition of any asset – – – –
2 Other than the above 18.38 – 18.38 33.66*

* included in other expenses $ 16.66 crores & exceptional item Rs.17.00 crores

44 BORROWING COST CAPITALISED

Borrowing cost capitalised during the year $ 12.26 crores (Last year $ 12.38 crores)
The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the interest rate of 3 Month
USD LIBOR plus Margin.

45 LABOUR CODE - TRANSITION RELATED

The Code on Social Security, 2020 which received the President’s assent on 28th September 2020 subsumes nine laws
relating to Social security, retirement and employee benefits, including the Provident Fund and Gratuity. The effective date of
the Code and rules thereunder are yet to be notified. The impact of the changes, if any, will be assessed and recognised post
notification of the relevant provisions.

46 MATERIAL CHANGES AND COMMITMENTS

Consequent to the outbreak of the CoVID-19 pandemic, the Indian government announced a lockdown in March 2020.
Subsequently, the national lockdown was lifted by the government. Due to second wave of CoVID-19, regional lockdowns
continue to be implemented in areas where significant number of CoVID-19 cases exists.
Based on assessment of the impact of CoVID-19 on the operations of the Company and ongoing discussions with customers,
vendors and service providers, the Company is confident of obtaining regular supply of raw materials and components,
resuming supply chain logistics and serving customers.
The Company has considered the possible effects of CoVID-19 on the carrying amounts of Property, Plant and Equipment,
Investments, Inventories, Trade Receivable and Other Current Assets. In developing the assumptions relating to the possible
future uncertainties in the economic conditions because of this pandemic, the Company, as at the date of approval of the
financial results, has used external and internal sources of information / Indicators to estimate the future performance of the
Company. Based on current estimates the Company expects the carrying amount of these assets to be recovered.
The impact of the second wave of CoVID-19 on the Company's financial results may differ from that estimated as at the date
of approval of these results.

47 Previous year's figures have been regrouped wherever necessary to conform to the current year's classification.

VENU SRINIVASAN SUDARSHAN VENU H. LAKSHMANAN As per our report annexed

Chairman & Managing Director Joint Managing Director Director For V. Sankar Aiyar & Co.
Chartered Accountants
Firm Regn. No.: 109208W
K.N.RADHAKRISHNAN K. GOPALA DESIKAN K.S. SRINIVASAN
Director & Chief Executive Officer Chief Financial Officer Company Secretary S. VENKATARAMAN
Partner
Place : Chennai Membership No.: 023116
Date : 27th April 2021
151
 ANK
BL
EFT
L
LLY
A
ION
ENT
T
IN
IS
GE
PA
HIS
T

152
153
154
CONSOLIDATED FINANCIAL STATEMENTS OF
TVS MOTOR COMPANY LIMITED

155
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

INDEPENDENT AUDITORS' REPORT FOR THE YEAR ENDED 31ST MARCH 2021
To the members of TVS Motor Company Limited
Report on the Audit of Consolidated Financial Statements Key Audit Matter Principal Audit Procedures
Opinion has to be tested for impairment Multiples Method. We gained
annually, which requires an understanding of the key
We have audited the accompanying consolidated financial significant judgment on the part assumptions used to forecast
statements of TVS Motor Company Limited (hereinafter referred of the management in identifying the cash flows and the discount
to as the "Holding Company") and its subsidiaries ("Holding and valuing the relevant Cash rates applied (WACC) as well
Company and its subsidiaries together referred to as "the Group"), Generating Unit that contains as the Comparable Companies
and its associates, which comprise the consolidated Balance goodwill. considered in arriving at the
Sheet as at March 31, 2021, and the consolidated statement of
fair value. We consider that the
Profit and Loss, (including Other Comprehensive Income) and
management conclusions
the consolidated Statement of Changes in Equity and the
concerning the absence of
consolidated Cash Flows Statement for the year then ended,
impairment in the goodwill are
and notes to the Consolidated Financial Statements, including
adequately supported and
a summary of significant accounting policies and other explanatory
consistent with the information
information (hereinafter referred to as "the consolidated financial
currently available.
statements").
In our opinion and to the best of our information and according WACC - Weighted Average
to the explanations given to us, the aforesaid consolidated financial Cost of Capital.
statements give the information required by the Companies Act,
2013("Act") in the manner so required and give a true and fair Information other than the Consolidated Financial Statements
view in conformity with the accounting principles generally and Auditor's Report thereon
accepted in India, of the consolidated state of affairs of the The Holding Company's Board of Directors is responsible for the
Group, its associates as at March 31, 2021, of consolidated other information. The other information comprises the information
profit, consolidated changes in equity and its consolidated cash included in the Management and Discussion Analysis, Board's
flows for the year then ended. Report including Annexures to Board's Report, Business
Responsibility Report, Corporate Governance and Shareholder's
Basis for Opinion Information but does not include the Consolidated Financial
We conducted our audit in accordance with the Standards on Statements and our auditors' report thereon.
Auditing (SAs) specified under Section 143(10) of the Act. Our Our opinion on the Consolidated Financial Statements does not
responsibilities under those Standards are further described in cover the other information and we do not express any form of
the Auditor's Responsibilities for the Audit of the Consolidated assurance conclusion thereon.
Financial Statements section of our report. We are independent
of the Group and its associates in accordance with the Code of In connection with our audit of the Consolidated Financial
Ethics issued by the Institute of Chartered Accountants of India Statements, our responsibility is to read the other information
and we have fulfilled our other ethical responsibilities in and, in doing so, consider whether such other information is
accordance with these requirements. We believe that the audit materially inconsistent with the Consolidated Financial Statements
evidence we have obtained is sufficient and appropriate to provide or our knowledge obtained in the audit or otherwise appears to
a basis for our audit opinion. be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other
Key Audit Matters information, we are required to report that fact. We have nothing
Key audit matters are those matters that, in our professional to report in this regard.
judgment, were of most significance in our audit of the consolidated Responsibilities of Management and Those Charged with
financial statements of the current period. These matters were Governance for the Consolidated Financial Statements
addressed in the context of our audit of the consolidated financial
The Holding Company's Board of Directors is responsible for the
statements as a whole, and in forming our opinion thereon, and
preparation and presentation of these consolidated financial
we do not provide a separate opinion on these matters.
statements in term of the requirements of the Act, that give a
Key Audit Matter Principal Audit Procedures true and fair view of the consolidated financial position,
Carrying Value of Goodwill consolidated financial performance and consolidated cash flows
Our audit procedures included:
of the Group including its associates in accordance with the
The group has recognised a Management has obtained a accounting principles generally accepted in India, including the
goodwill on consolidation of valuation of the Cash Accounting Standards specified under Section 133 of the Act.
Rs. 186.11 crores in its Generating Unit wherein The respective Board of Directors of the companies included in
Consolidated Financial valuers have arrived at a fair the Group and of its associates are responsible for maintenance
Statements in the year ended value, based on weighted of adequate accounting records in accordance with the provisions
31st March 2018, pursuant to a average of the Discounted of the Act for safeguarding the assets of the Group and for
business combination in the said Cash Flow Method and preventing and detecting frauds and other irregularities; selection
accounting year. The goodwill Comparable Companies" and application of appropriate accounting policies; making
156
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

judgments and estimates that are reasonable and prudent; and on the ability of the Group and its associates to continue as
the design, implementation and maintenance of adequate internal a going concern. If we conclude that a material uncertainty
financial controls, that were operating effectively for ensuring exists, we are required to draw attention in our auditor's
accuracy and completeness of the accounting records, relevant report to the related disclosures in the consolidated financial
to the preparation and presentation of the financial statements statements or, if such disclosures are inadequate, to modify
that give a true and fair view and are free from material our opinion. Our conclusions are based on the audit evidence
misstatement, whether due to fraud or error, which have been obtained up to the date of our auditor's report. However,
used for the purpose of preparation of the consolidated financial future events or conditions may cause the Group and its
statements by the Directors of the Holding Company, as aforesaid. associates to cease to continue as a going concern.
In preparing the consolidated financial statements, the respective • Evaluate the overall presentation, structure and content of
Board of Directors of the companies included in the Group and the consolidated financial statements, including the
of its associates are responsible for assessing the ability of the disclosures, and whether the consolidated financial statements
Group and of its associates to continue as a going concern, represent the underlying transactions and events in a manner
disclosing, as applicable, matters related to going concern and that achieves fair presentation.
using the going concern of accounting unless the Board of
Directors either intends to liquidate the Group or to cease • Obtain sufficient appropriate audit evidence regarding the
operations, or has no realistic alternative but to do so. financial information of the entities or business activities
within the Group and its associates to express an opinion
The respective Board of Directors of the companies included in on the consolidated financial statements. We are responsible
the Group and of its associates are responsible for overseeing for the direction, supervision and performance of the audit
the financial reporting process of the Group and of its associates. of the financial statements of such entities included in the
Auditor's Responsibilities for the Audit of the Consolidated consolidated financial statements of which we are the
Financial Statements independent auditors. For the other entities included in the
Our objectives are to obtain reasonable assurance about whether consolidated financial statements, which have been audited
the consolidated financial statements as a whole are free from by other auditors, such other auditors remain responsible for
material misstatement, whether due to fraud or error, and to the direction, supervision and performance of the audits
issue an auditor's report that includes our opinion. Reasonable carried out by them. We remain solely responsible for our
assurance is a high level of assurance, but is not a guarantee audit opinion.
that an audit conducted in accordance with SAs will always We communicate with those charged with governance of the
detect a material misstatement when it exists. Misstatements holding Company and such other entities included in the
can arise from fraud or error and are considered material if, consolidated financial statements of which we are the independent
individually or in the aggregate, they could reasonably be expected auditors regarding, among other matters, the planned scope and
to influence the economic decisions of users taken on the basis timing of the audit and significant audit findings, including any
of these consolidated financial statements. significant deficiencies in internal control that we identify during
As a part of an audit in accordance with SAs, we exercise our audit.
professional judgement and maintain professional scepticism We also provide those charged with governance with a statement
throughout the audit. We also: that we have complied with relevant ethical requirements regarding
• Identify and assess the risk of material misstatement of independence, and to communicate with them all relationships
consolidated financial statements, whether due to fraud or and other matters that may reasonably be thought to bear on
error , design and perform audit procedures responsive to our independence, and where applicable, related safeguards.
those risks , and obtain audit evidence that is sufficient and From the matters communicated with those charged with
appropriate to provide a basis of our opinion. The risk of not governance, we determine those matters that were of most
detecting a material misstatement resulting from fraud is significance in the audit of the consolidated financial statements
higher than for one resulting from error, as fraud may involve of the current periods and are therefore the key audit matters.
collusions, forgery, intentional omissions, misrepresentations, We describe these matters in our auditor's report unless law or
or the override of internal control . regulation precludes public disclosure about the matter or when,
• Obtain an understanding of internal financial controls relevant in extremely rare circumstances, we determine that a matter
to the audit in order to design audit procedures that are should not be communicated in our report because the adverse
appropriate in the circumstances. Under Section 143(3)(i) of consequences of doing so would reasonably be expected to
the Act, we are also responsible for expressing our opinion outweigh the public interest benefits of such communication.
on whether the Company has adequate internal financial
controls system in place and the operating effectiveness of Other Matters
such controls. We did not audit the financial statements / Consolidated financial
statements of 17 subsidiaries, whose financial statements reflect
• Evaluate the appropriateness of accounting policies used total assets of Rs. 3,364.76 crores as at 31st March 2021, total
and the reasonableness of accounting estimates and related revenues of Rs. 2,692.39 crores and net cash flows amounting
disclosures made by the management. to Rs. 709.16 crores for the year ended on that date, as considered
• Conclude on the appropriateness of management's use of in the consolidated financial statements. The consolidated financial
the going concern basis of accounting and, based on the statements also include the Group's share of net loss of Rs. 1.89
audit evidence obtained, whether a material uncertainty exists crores for the year ended 31st March 2021, as considered in the
related to events or conditions that may last significant doubt consolidated financial statements, in respect of 4 associates.
157
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

These financial statements / consolidated financial statements statements have been kept so far as it appears from our
have been audited by other auditors whose reports have been examination of those books and the reports of the other
furnished to us by the Management and our opinion, on the auditors.
consolidated financial statements, in so far as it relates to the c. The Consolidated Balance Sheet, the Consolidated Statement
amounts and disclosures included in respect of these subsidiaries of Profit and Loss, the consolidated Statement of Changes
and Associates and our report in terms of sub-section (3) of in Equity and the Consolidated Cash Flow Statement dealt
Section 143 of the Act, in so far as it relates to the aforesaid with by this Report are in agreement with the relevant books
subsidiaries, is based solely on the reports of the other auditors. of account maintained for the purpose of preparation of the
The subsidiaries located outside India whose financial statements consolidated financial statements.
have been prepared in accordance with accounting principles d. In our opinion, the aforesaid consolidated financial statements
generally accepted in their respective countries. The Parent's comply with the Accounting Standards specified under Section
Management has converted the financial statements of such 133 of the Act read with Rule 7 of the Companies (Accounts)
subsidiaries located outside India from accounting principles Rules, 2014.
generally accepted in their respective countries to Ind AS. We
have audited those conversion adjustments made by the parent's e. On the basis of the written representations received from the
Management. Our opinion insofar as it relates to the balances Directors of the Holding Company as on 31st March, 2021,
and affairs of such subsidiaries located outside India is based taken on record by the Board of Directors of the Holding
on the report of other auditors and the conversion adjustments Company and the reports of the statutory auditors of its
prepared by the management of the Parent and audited by us. subsidiary companies and its associate companies,
incorporated in India, none of the Directors of the Group
We did not audit the financial statement / financial information companies, its associate companies incorporated in India is
of one subsidiary included in the consolidated financial statement, disqualified as on 31st March, 2021, from being appointed
whose financial statement / financial information reflect total as a director in terms of Section 164(2) of the Act.
assets of Rs. 0.64 crores as at 31st March 2021, total revenues
of Rs. Nil and net cash flows of Rs. 0.60 crores for the year ended f. With respect to the adequacy of internal financial controls
on that date, as considered in the consolidated financial statement. over financial reporting of the Group and the operating
The consolidated financial statements also include the Group's effectiveness of such controls, refer to our separate report
share of net loss of Rs. 2.34 crores for the year ended 31st March in Annexure.
2021, as considered in the consolidated financial statements, in g. With respect to the other matters to be included in the
respect of two associates, whose financial statements / financial Auditor's Report in accordance with Rule 11 of the Companies
information have not been audited by us. These financial (Audit and Auditor's) Rules, 2014, in our opinion and to the
statements / financial information are unaudited and have been best of our information and according to the explanations
furnished to us by the Management and our opinion, on the given to us:
consolidated financial statements, in so far as it relates to the
amounts and disclosures included in respect of these subsidiary i. The consolidated financial statements disclose the impact
and associates, and our report in terms of sub-section (3) of of pending litigations on the consolidated financial position
Section 143 of the Act, in so far as it relates to these subsidiary of the Group, its associates - Refer Note 45(a) to the
and associates, is based solely on such unaudited financial consolidated financial statements.
statements / financial information. In our opinion and according ii. The Group and its associates did not have any material
to the information and explanations given to us by the foreseeable losses on long-term contracts including
Management, this financial statements / financial information are derivative contracts.
not material to the Group.
iii. There has been no delay in transferring amounts, required
Our opinion on the consolidated financial statements, and our to be transferred, to the Investor Education and Protection
report on Other Legal and Regulatory Requirements below, is Fund by the Holding Company. There are no amounts
not modified in respect of the above matters with respect to our which are required to be transferred to the Investor
reliance on the work done and the reports of the other auditors Education and Protection Fund by its subsidiary
and the financial statements / financial information certified by companies and associate companies incorporated in
the Management. India.
Report on Other Legal and Regulatory Requirements
As required by Section 143(3) of the Act, we report, to the extent For V. SANKAR AIYAR & CO
applicable, that: Chartered Accountants
Firm Regn. No.: 109208W
a. We have sought and obtained all the information and
explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit of the aforesaid S. VENKATARAMAN
consolidated financial statements. Partner
b. In our opinion, proper books of account as required by law Place : Chennai Membership No.: 023116
relating to preparation of the aforesaid consolidated financial Date : 27th April 2021 UDIN: 21023116AAAAHI8265

158
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Annexure to the Independent Auditors' Report for the year ended 31st March 2021
To the members of TVS Motor Company Limited
Report on the Internal Financial Controls under Clause (i) Company's internal financial controls system over financial
of Sub-section 3 of Section 143 of the Companies Act, 2013 reporting.
("the Act")
Meaning of Internal Financial Controls over Financial
In conjunction with our audit of the consolidated Ind AS financial
Reporting
statements of the Company as of and for the year ended March
A company's internal financial control over financial reporting is
31, 2021, we have audited the internal financial controls over
a process designed to provide reasonable assurance regarding
financial reporting of TVS Motor Company Ltd ("the Holding
the reliability of financial reporting and the preparation of financial
Company"), its subsidiary companies and its associate
statements for external purposes in accordance with generally
incorporated in India.
accepted accounting principles. A company's internal financial
Management's Responsibility for Internal Financial Controls control over financial reporting includes those policies and
The respective Board of Directors of the Holding company, its procedures that (1) pertain to the maintenance of records that,
subsidiary companies and its associate, which are companies in reasonable detail, accurately and fairly reflect the transactions
incorporated in India, are responsible for establishing and and dispositions of the assets of the Company; (2) provide
maintaining internal financial controls based on the internal control reasonable assurance that transactions are recorded as
over financial reporting criteria established by the Company necessary to permit preparation of financial statements in
considering the essential components of internal control stated accordance with generally accepted accounting principles, and
in the Guidance Note on Audit of Internal Financial Controls Over that receipts and expenditures of the Company are being made
Financial Reporting issued by the Institute of Chartered only in accordance with authorisations of management and
Accountants of India (ICAI). These responsibilities include the directors of the Company; and (3) provide reasonable assurance
design, implementation and maintenance of adequate internal regarding prevention or timely detection of unauthorised
financial controls that were operating effectively for ensuring the acquisition, use, or disposition of the company's assets that
orderly and efficient conduct of its business, including adherence could have a material effect on the financial statements.
to the respective company's policies, the safeguarding of its
Inherent Limitations of Internal Financial Controls over
assets, the prevention and detection of frauds and errors, the
Financial Reporting
accuracy and completeness of the accounting records, and the
Because of the inherent limitations of internal financial controls
timely preparation of reliable financial information, as required
over financial reporting, including the possibility of collusion or
under the Companies Act, 2013.
improper management override of controls, material
Auditor's Responsibility misstatements due to error or fraud may occur and not be
Our responsibility is to express an opinion on the Company's detected. Also, projections of any evaluation of the internal
internal financial controls over financial reporting based on our financial controls over financial reporting to future periods are
audit. We conducted our audit in accordance with the Guidance subject to the risk that the internal financial control over financial
Note on Audit of Internal Financial Controls Over Financial reporting may become inadequate because of changes in
Reporting (the "Guidance Note") issued by the ICAI and the conditions, or that the degree of compliance with the policies or
Standards on Auditing, issued by ICAI and deemed to be procedures may deteriorate.
prescribed under Section 143(10) of the Companies Act, 2013,
Opinion
to the extent applicable to an audit of internal financial controls,
In our opinion, the Holding Company, its subsidiary companies
both issued by the Institute of Chartered Accountants of India.
and its associate, which are companies incorporated in India,
Those Standards and the Guidance Note require that we comply
have, in all material respects, an adequate internal financial
with ethical requirements and plan and perform the audit to
controls system over financial reporting and such internal financial
obtain reasonable assurance about whether adequate internal
controls over financial reporting were operating effectively as at
financial controls over financial reporting was established and
March 31, 2021, based on the internal control over financial
maintained and if such controls operated effectively in all material
reporting criteria established by the Company considering the
respects.
essential components of internal control stated in the Guidance
Our audit involves performing procedures to obtain audit evidence Note on Audit of Internal Financial Controls Over Financial
about the adequacy of the internal financial controls system over Reporting issued by the Institute of Chartered Accountants of
financial reporting and their operating effectiveness. Our audit India.
of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over
financial reporting, assessing the risk that a material weakness For V. SANKAR AIYAR & CO
exists, and testing and evaluating the design and operating Chartered Accountants
effectiveness of internal control based on the assessed risk. The Firm Regn. No.: 109208W
procedures selected depend on the auditor's judgement, including
the assessment of the risks of material misstatement of the S. VENKATARAMAN
financial statements, whether due to fraud or error. Partner
We believe that the audit evidence we have obtained is sufficient Place : Chennai Membership No.: 023116
and appropriate to provide a basis for our audit opinion on the Date : 27th April 2021 UDIN: 21023116AAAAHI8265

159
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Balance Sheet as at 31st March 2021

Rupees in crores
As at As at
Notes 31-03-2021 31-03-2020
ASSETS
Non-Current assets
Property, plant and equipment 2 3,123.85 3,066.54
Capital work-in-progress 2 873.89 847.14
Investment properties 3 137.70 137.70
Goodwill 2.20 2.20
Goodwill on consolidation 186.11 186.11
Other intangible assets 2 528.44 183.00
Intangible assets under development 166.88 158.87
Right of use asset 4 242.75 235.14
Financial assets
i. Investments 5 180.39 195.71
ii. Loans (receivable from financing activity) 6 5,361.97 4,148.49
iii. Other Financial Assets 7 14.92 36.64
Investments accounted using equity method 8 287.62 175.20
Non-current tax assets (Net) 39.72 28.34
Deferred tax assets 9 127.62 86.65
Other non-current assets 10 181.79 132.09
11,455.85 9,619.82
Current assets
Inventories 11 1,367.43 1,188.47
Financial assets
i. Trade receivables 12 1,035.97 1,454.36
ii. Loans (receivable from financing activity) 6 5,794.23 5,306.84
iii. Cash and cash equivalents 13 1,573.76 1,079.69
iv. Bank balances other than (iii) above 14 83.09 27.88
v. Other financial assets 15 85.64 93.19
Current tax assets (Net) 4.83 2.43
Other current assets 16 591.89 586.14
10,536.84 9,739.00
Total assets 21,992.69 19,358.82
EQUITY AND LIABILITIES
Equity
Equity share capital 17 47.51 47.51
Other equity 18 3,779.10 3,234.59
Equity attributable to owners 3,826.61 3,282.10
Non-controlling interest 387.90 320.94
4,214.51 3,603.04
Liabilities
Non-current liabilities
Financial liabilities
i. Borrowings 19 6,280.26 5,221.23
ii. Lease Liabilities 184.76 194.28
iii. Others 26.11 9.84
Provisions 20 159.44 131.42
Deferred tax liabilities (Net) 21 218.90 173.77
Current liabilities 6,869.47 5,730.54
Financial liabilities
i. Borrowings 22 3,069.25 3,780.70
ii. Lease Liabilities 63.66 47.62
iii. Trade payables 23 -
a. Total outstanding dues of micro and small enterprises 45.00 121.49
b. Total outstanding dues of other than (iii) (a) above 4,253.60 3,065.35
iv. Other financial liabilities 24 2,904.22 2,538.37
Provisions 20 85.34 90.57
Other current liabilities 25 487.64 381.14
10,908.71 10,025.24
Total liabilities 17,778.18 15,755.78
Total equity and liabilities 21,992.69 19,358.82
Significant accounting policies 1
See accompanying notes to the financial statements
VENU SRINIVASAN SUDARSHAN VENU H. LAKSHMANAN As per our report annexed
Chairman & Managing Director Joint Managing Director Director For V. Sankar Aiyar & Co.
Chartered Accountants
Firm Regn. No.: 109208W
K.N.RADHAKRISHNAN K. GOPALA DESIKAN K.S. SRINIVASAN
Director & Chief Executive Officer Chief Financial Officer Company Secretary S. VENKATARAMAN
Partner
Place : Chennai Membership No.: 023116
Date : 27th April 2021
160
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Statement of Profit and Loss for the year ended 31st March 2021
Rupees in crores
Year ended Year ended
Notes
31-03-2021 31-03-2020
I Revenue from operations 26 19,420.82 18,849.31
II Other income 27 47.22 51.83
III Total Income (I +II) 19,468.04 18,901.14
IV Expenses:
Cost of materials consumed 28 12,700.73 12,050.84
Purchase of stock in trade 28 224.92 259.20
Changes in inventories of finished goods,
Stock-in-trade and work-in-progress 28 (0.19) 6.73
Employee benefits expense 29 1,689.37 1,539.35
Finance costs 30 881.49 854.54
Depreciation and amortisation expense 31 564.82 556.00
Other expenses 32 2,568.16 2,720.14
Total expenses 18,629.30 17,986.80
V Profit before exceptional items, share of net profit/(loss)
from associates and tax (III - IV) 838.74 914.34
VI Share of net profit / (loss) from associates using equity method (7.75) (8.59)
VII Profit before exceptional items and tax (V + VI) 830.99 905.75
VIII Exceptional items (9.36) (40.33)
IX Profit before tax (VII + VIII) 821.63 865.42
X Tax expense 33
i) Current tax 249.76 294.65
ii) Deferred tax (35.63) (76.03)
XI Profit for the year (IX - X) 607.50 646.80
XII (Profit) / Loss attributable to non-controlling Interest (13.24) (22.18)
XIII Profit for the year attributable to owners (XI + XII) 594.26 624.62
XIV Other comprehensive income
A. Items that will not be reclassified to profit or loss:
Remeasurements of post employment benefit obligations 5.08 (50.30)
Change in fair value of equity instruments 61.67 (38.75)
Share of other comprehensive income of an associate 0.02 (0.10)
Income tax relating to these items (8.57) 15.49
B. Items that will be reclassified to profit or loss:
Fair value changes on cash flow hedges 63.36 (90.69)
Foreign currency translation adjustments 11.16 31.27
Income tax relating to these items (16.98) 22.99
Other comprehensive income for the year, net of tax 115.74 (110.10)
XV Other comprehensive income attributable to non-controlling interest (0.79) (2.73)
XVI Other comprehensive income attributable to owners (XIV - XV) 116.53 (107.37)
XVII Total comprehensive income attributable to owners (XIII +XVI) 710.79 517.25
XVIII Earnings per equity share (Face value of Re.1/- each)
Basic & Diluted earnings per share (in rupees) 42 12.51 13.15
See accompanying notes to the financial statements
VENU SRINIVASAN SUDARSHAN VENU H. LAKSHMANAN As per our report annexed
Chairman & Managing Director Joint Managing Director Director For V. Sankar Aiyar & Co.
Chartered Accountants
Firm Regn. No.: 109208W
K.N.RADHAKRISHNAN K. GOPALA DESIKAN K.S. SRINIVASAN
Director & Chief Executive Officer Chief Financial Officer Company Secretary S. VENKATARAMAN
Partner
Place : Chennai Membership No.: 023116
Date : 27th April 2021
161
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Statement of Changes in Equity

a Equity Share Capital Rupees in crores

As at 01-04-2019 47.51
Changes in equity share capital –
As at 31-03-2020 47.51
Changes in equity share capital –
As at 31-03-2021 47.51
b Other Equity
Reserves & Surplus Other Reserves
Equity Instruments Foreign Non
General Capital Statutory Retained Fair Valued through currency Hedging Controlling Total
Particulars reserve reserve reserve earnings Other Comprehensive translation reserve interest
Income reserve
Balance as at 31-03-2019 876.24 6.51 45.97 2,138.18 76.55 (16.92) (3.87) 245.77 3,368.43
Add : Profit for the year 2019-20 624.62 22.18 646.80
Add : Other comprehensive income for the year 2019-20 (35.96) (34.86) 31.27 (2.73) (42.28)
Add : Share of OCI of an associate, net of tax (0.10) (0.10)
Add : Adjustment as per Ind AS 116, net of tax
(Retrospective application with cumulative effect) (5.45) (5.45)
Less: Fair valuation loss/(gain) of Non Cumulative
Redeemable Preference shares net of taxes 203.09 203.09
Add : Fair value gain on pension asset 0.04 0.04
Less: Reclassification to profit or loss, net of tax (3.87) (3.87)
Less: Change in fair value of hedging instruments, net of tax 71.58 71.58
Add: Transfer from Retained earnings to Statutory reserve 30.10 (30.10) -
Transaction in capacity as owners
Add: Transactions with non-controlling interest (5.42) 9.05 55.72 59.35
Less : Distribution to shareholders : -
2019-20 First Interim dividend paid 99.77 99.77
2019-20 Second Interim dividend paid 66.51 66.51
Less : Dividend Tax 34.18 34.18
Balance as at 31-03-2020 876.24 6.51 70.65 2,296.73 41.69 14.35 (71.58) 320.94 3,555.53
Add : Profit for the year 2020-21 594.26 13.24 607.50
Add : Other comprehensive income for the year 2020-21 4.49 54.08 11.16 0.40 (0.79) 69.34
Add: Share of OCI of an associate, net of tax 0.02 0.02
Less: Reclassification to profit or loss, net of tax (71.58) (71.58)
Less: Change in fair value of hedging instruments, net of tax 25.20 25.20
Add: Transfer from Retained earnings to Statutory reserve 19.40 (19.40) -
Transaction in capacity as owners -
Add : Transactions with non-controlling interest 2.46 (2.46) 54.51 54.51
Less : Distribution to shareholders : -
2020-21 First Interim dividend paid 99.77 99.77
2020-21 Second Interim dividend declared 66.51 66.51
Balance as at 31-03-2021 876.24 6.51 92.51 2,707.36 95.77 25.51 (24.80) 387.90 4,167.00
Nature and purpose of Reserves
1. General reserve is available for distribution to shareholders.
2. Capital reserve:
i. On shares forfeited ($ 55,200) –
ii. On surplus arising out of amalgamation 6.51
6.51
3. Statutory Reserve has been created pursuant to Section 45 - IC of the RBI Act,1934. Owners portion of Statutory Reserve created in subsidiary shown above after becoming subsidiary.
4. Hedging Reserve - Refer Note No. 35(D)
VENU SRINIVASAN SUDARSHAN VENU H. LAKSHMANAN As per our report annexed
Chairman & Managing Director Joint Managing Director Director For V. Sankar Aiyar & Co.
Chartered Accountants
Firm Regn. No.: 109208W
K.N.RADHAKRISHNAN K. GOPALA DESIKAN K.S. SRINIVASAN
Director & Chief Executive Officer Chief Financial Officer Company Secretary S. VENKATARAMAN
Partner
Place : Chennai Membership No.: 023116
Date : 27th April 2021
162
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Cash Flow Statement Rupees in crores

Year ended Year ended
31-03-2021 31-03-2020
A. Cash flow from operating activities
Net profit before tax 821.63 865.42
Add: Depreciation and amortisation for the year 564.82 556.00
(Gain) on lease preclosure – (0.31)
(Profit)/loss on sale of fixed assets (Net) 1.96 (2.28)
(Profit)/loss on sale of investments (Net) (0.04) (0.03)
Unrealised exchange (gain) / loss 17.70 (29.41)
Net (profit) / loss from Associates using equity method 7.75 8.59
Dividend income (0.20) (1.26)
Interest income (32.88) (26.64)
Finance cost [excluding relatable to financial enterprise] 152.05 154.74
Provisions 26.56 (28.21)
737.72 631.19
Operating profit before working capital changes 1,559.35 1,496.61

Adjustments for:
Loans given by a financial enterprise (Net) (1,700.87) (1,177.62)
Trade receivables 398.92 130.37
Inventories (178.96) 103.10
Other current assets (5.75) (29.12)
Other financial assets 48.78 (11.81)
Trade payables 1,113.53 22.46
Other financial liabilities (excluding current maturity
of non-current borrowings) 137.30 (42.00)
Other current liabilities 106.50 (0.94)
Other non - current assets (76.78) 124.20
(157.33) (881.36)
Cash generated from operations 1,402.02 615.25
Direct taxes paid (250.73) (241.82)
Net cash from operating activities (A) 1,151.29 373.43

B. Cash flow from investing activities

Purchase of property, plant and equipment,
intangible assets, capital work-in-progress,
intangibles under development, net of capital advances (927.98) (1,021.09)
Sale of fixed assets 3.35 30.21
Purchase of investments (5.51) (94.01)
Purchase of Investments in associates (52.56) (38.97)
Redemption of preference share 16.44
Sale of Investments 0.34 5.81
Contribution from non-controlling Interest 54.51 –
Interest received 28.84 26.64
Dividends received 0.20 1.26
(882.37) (1,090.15)
Net cash from / (used in) investing activities (B) (882.37) (1,090.15)
163
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Cash Flow Statement – (continued) Rupees in crores

Year ended Year ended
31-03-2021 31-03-2020

C. Cash flow from financing activities

Borrowings:

Non-current borrowings availed / (repaid) 1,270.57 1,458.99

Current borrowings availed / (repaid) (683.90) 512.69

Other bank balances (55.21) 15.39

Finance cost paid (126.75) (124.33)

Lease liabilities paid (52.24) (43.11)

Dividend and dividend tax paid (99.77) (200.46)

252.70 1,619.17

Net cash from / (used in) financing activities (C) 252.70 1,619.17

Total (A)+(B)+(C) 521.62 902.45

Cash and cash equivalents at the beginning of the year 1,041.34 138.89
Cash and cash equivalents at the end of the year 1,562.96 1,041.34

D. Net increase / (decrease) in cash and cash equivalents 521.62 902.45

Note : The above statement of cash flow is prepared using indirect method.

Change in liability arising from financing activities:

As at Foreign As at
Particulars 01-04-2020 Cash flow exchange Amortisation 31-03-2021
movement

Non-current borrowings
(Including current maturities) 7,568.85 1,270.57 15.99 6.08 8,861.49
Current borrowings
(Excluding overdraft utilisation) 3,742.35 (683.90) – – 3,058.45

Non-cash financing and investing activities:

2020-21 2019-20

Acquisition of right-of-use assets 61.71 180.23

Acquisition of property plant and equipment 0.60 –

VENU SRINIVASAN SUDARSHAN VENU H. LAKSHMANAN As per our report annexed

Chairman & Managing Director Joint Managing Director Director For V. Sankar Aiyar & Co.
Chartered Accountants
Firm Regn. No.: 109208W
K.N.RADHAKRISHNAN K. GOPALA DESIKAN K.S. SRINIVASAN
Director & Chief Executive Officer Chief Financial Officer Company Secretary S. VENKATARAMAN
Partner
Place : Chennai Membership No.: 023116
Date : 27th April 2021

164
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements

1 SIGNIFICANT ACCOUNTING POLICIES
The accounting policies mentioned herein are relating to the consolidated financial statements of TVS Motor Company
Limited and its subsidiaries and associates.

a) Brief description of the Group

TVS Motor Company Limited (the Company) is a public limited company, incorporated and domiciled in India whose
shares are publicly traded. The registered office is located at "Chaitanya", No. 12, Khader Nawaz Khan Road,
Nungambakkam, Chennai - 600006, Tamil Nadu, India. The Company together with its subsidiaries and associates
(collectively referred to as the "Group") operate in a wide range of activities such as manufacturing of automotive
vehicles, automotive components, spare parts & accessories thereof, housing development and financial services.

b) Basis of preparation
The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other
relevant provisions of the Act.
The financial statement has been prepared on the historical cost convention under accrual basis of accounting except
for certain assets and liabilities (as per the accounting policy below), which have been measured at fair value.
These financial statements for the year ended 31st March 2021 have been approved and authorised for issue by
the Board of Directors at its meeting held on 27th April 2021.

Principles of Consolidation

Subsidiaries
Subsidiaries are all entities over which the group has control. The group controls an entity when the group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the
date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
The group combines the financial statements of the parent and its subsidiaries line by line adding together like
items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealised
gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the group.
Non-controlling interests (if any) in the results and equity of subsidiaries are shown separately in the consolidated
statement of profit and loss, consolidated statement of changes in equity and balance sheet, respectively.

Associates
Associates are all entities over which the group has significant influence but not control or joint control. (This is
generally the case where the group holds between 20% and 50% of the voting rights). Investments in associates
are accounted for using the equity method of accounting after initially being recognised at cost.
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to
recognise the group's share of the post-acquisition profits or losses of the investee in profit and loss, and the
group's share of other comprehensive income of the investee in other comprehensive income. Dividends received
or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the
investment.
When the group's share of losses in an equity-accounted investment equals or exceeds its interest in the entity,
including any other unsecured long-term receivables, the group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the group and its associates and joint ventures are eliminated to the
extent of the group's interest in these entities. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been
changed where necessary to ensure consistency with the policies adopted by the group.
The carrying amount of equity accounted investments are tested for impairment in accordance with the policy
described in note 1(k) below.
165
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

The subsidiary companies and associates considered in consolidated financial statements are:
Proportion of ownership
Sl. Name of the Company Country of (interest / voting power) Reporting
No incorporation date
2020-21 2019-20
1 Subsidiary Companies:
a. Sundaram Auto Components Limited, Chennai India 100% 100% 31-03-2021
b. TVS Housing Limited, Chennai India 100% 100% 31-03-2021
c. TVS Motor Services Limited, Chennai India 100% 100% 31-03-2021
d. TVS Credit Services Limited, Chennai India 84.52% direct holding 83.95% direct holding
31-03-2021
and 0.57% by (c) and 0.59% by (c)
e. Harita Collection Services Private Limited, Chennai India 100% by (d) 100% by (d) 31-03-2021
f. Harita ARC Services Private Limited, Chennai India 100% by (d) 100% by (d) 31-03-2021
g. TVS Micro Finance Private Limited, Chennai India 100% by (d) 100% by (d) 31-03-2021
h. TVS Commodity Financial Solutions
India 100% by (d) 100% by (d) 31-03-2021
Private Limited, Chennai
i. TVS Two Wheeler Mall Private Limited, Chennai India 100% by (d) 100% by (d) 31-03-2021
j. TVS Housing Finance Private Limited, Chennai India 100% by (d) 100% by (d) 31-03-2021
k. TVS Motor (Singapore) Pte. Limited, Singapore Singapore 100% 100% 31-03-2021
l. TVS Motor Company (Europe) B.V. Amsterdam Netherlands 100% 100% 31-03-2021
m. The Norton Motorcycle Co. Limited United
100% by (k) – 31-03-2021
(Formerly Project 303 BIDCO Limited), UK Kingdom
51.20% direct holding, 49.70% direct holding,
n. PT. TVS Motor Company Indonesia, Jakarta Indonesia 31.71% by (k) and 32.68% by (k) and 31-03-2021
17.09% by (l) 17.62% by (l)
o. Sundaram Holding USA Inc., Delaware, USA USA 67.72% by (a) 74.58% by (a) 31-03-2021
p. Green Hills Land holding LLC, South Carolina, USA USA 100% by (o) 100% by (o) 31-03-2021
q. Component Equipment Leasing LLC,
USA 100% by (o) 100% by (o) 31-03-2021
South Carolina, USA
r. Sundaram-Clayton USA LLC, South Carolina, USA USA 100% by (o) 100% by (o) 31-03-2021
s. Premier Land Holding LLC, South Carolina, USA USA 100% by (o) 100% by (o) 31-03-2021
t. Intellicar Telematics Private Limited, Bengaluru India 100% – 31-03-2021

2 Associate Companies:
a. Emerald Haven Realty Limited, Chennai India 48.8% 48.8% 31-03-2021
b. Ultraviolette Automotive Private Limited, Bengaluru India 29.48% 25.37% 31-03-2021
c. Tagbox Solutions Private Limited, Bengaluru India 23.50% 23.50% 31-03-2021
d. Tagbox Pte Ltd, Singapore Singapore 24.32% by (k) 24.32% by (k) 31-03-2021
e. Predictronics Corp, USA USA 23.49% by (k) 23.49% by (k) 31-12-2020
f. Scienaptic Systems Inc., USA USA 21.72% by (k) – 31-03-2021
g. Altizon Inc, USA USA 20.00% by (k) – 31-03-2021
c) Use of estimates
The preparation of financial statements requires management to make certain estimates and assumptions that affect
the amounts reported in the financial statements and notes thereto. The management believes that these estimates
and assumptions are reasonable and prudent. However, actual results could differ from these estimates. Any revision
to accounting estimates is recognised prospectively in the current and future period. The estimates and underlying
assumptions are reviewed on an ongoing basis.
166
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items
which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those
originally assessed. Detailed information about each of these estimates and judgments is included in the relevant
notes together with information about the basis of calculation for each affected line item in the financial statements.

d) Significant Estimates and judgments

The areas involving critical estimates or judgments are:
i) Estimation of fair value of unlisted securities - (Refer Note 34).
ii) Defined benefit obligation - (Refer Note 39).
iii) Estimation of useful life of Property, Plant and Equipment - Refer Note 1(f) and 1(g).
iv) Estimation and evaluation of provisions and contingencies relating to tax litigations (Refer Note Note 45(a).)
v) Estimation of impairment of goodwill. (Refer Note 38).

e) Revenue recognition
Sale of automotive vehicles, parts and automotive components
Revenue is recognised when the performance obligations are satisfied and the control of the goods is transferred,
being when the goods are delivered as per the relevant terms of the contract at which point in time, the Group has
a right to payment for the goods, customer has possession and legal title to the goods, customer bears significant
risk and rewards of ownership and the customer has accepted the goods or the Group has objective evidence that
all criteria for acceptance have been satisfied.
Payment for the sale is made as per the credit terms in the agreements with the customers. The credit period is
generally short term, thus there is no significant financing component.
The Group's contracts with customers does not provide for any right to returns, refunds or similar obligations.
The Group's obligation to repair or replace faulty products under standard warranty terms is recognised as a
provision (Refer Note 43).
Sale of services
The Group also earns revenue from providing IT services and Royalty on usage of Group's technical knowhow.
In respect of IT service, the revenue is recognised on a time proportion basis as the customer simultaneously
receives and consumes the benefits as the obligations are performed. Payment for the services provided are
received as per the credit terms agreed with the customers. The credit period is generally short term, and thus there
is no significant financing component.
In respect of Royalty, the performance obligation is, to provide the right-to-use the Group's technical knowhow by
the customers, for which usage-based royalty is charged. Payment for the services provided is received as per the
credit terms as agreed with the customers. The credit period is generally short term, and thus there is no significant
financing component.
Revenue from financing
Interest income for loans [other than Purchase of Originally Credit Impaired (POCI)] is recognised using the Effective
Interest Rate (EIR) method.
For financial assets that are not "POCI" but have subsequently become credit-impaired (or 'stage-3'), for which interest
revenue is calculated by applying the effective interest rate to their amortised cost (i.e. net of the expected credit loss
provision).
Income in the nature of overdue interest, and bounce charges are recognized on realization, due to uncertainty of
collection.
Significant judgements
There are no significant judgements made by the Group in determining the timing of satisfaction of performance
obligation. It is determined as per the terms of the contract. In case of multiple performance obligations, the Group
uses the adjusted market assessment approach to allocate the transaction price between multiple performance
obligations. If a discount is granted, the same is adjusted against the transaction price of the contract.
167
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

f) Property, Plant and Equipment
Property, plant and equipment (including furniture, fixtures, vehicles, etc.) are held for use in the production or supply of
goods or services, or for administrative purposes. Freehold Land is carried at historical cost. All other items of Property,
Plant and Equipment are stated at cost of acquisition or construction less accumulated depreciation / amortization and
impairment, if any. Cost includes purchase price, taxes and duties, labour cost and directly attributable overheads
incurred upto the date the asset is ready for its intended use. However, cost excludes Goods and Services Tax to the
extent credit of the duty or tax is availed of.
Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. The carrying amount of any component accounted for as separate asset is derecognized
when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they
are incurred.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the
statement of profit or loss within other income / expense.
g) Depreciation and amortization
i) Depreciation on tangible fixed assets is charged over the estimated useful life of the asset or part of the asset (after
considering double/triple shift) as evaluated by a Chartered Engineer, on straight line method, in accordance with
Part A of Schedule II to the Companies Act, 2013.
ii) Keeping in mind the rigorous and periodic maintenance programme followed by the Group, the estimated useful life
of the tangible fixed assets as assessed by the Chartered Engineer and followed by the Group is given below:
Description Years
Factory building and other buildings 5 to 61
Plant and machinery 4 to 21
Electrical equipment 15
Furniture and fixtures 4 to10
Computers and information systems 3 to 4
Material handling equipment 5
Mobile phone 2
Vehicles 5 to 6
iii) Tools and dies used for two wheelers are depreciated based on quantity of components manufactured and the life
of tools and dies, subject to a maximum of 5 years. Tools and dies used for low volume model operations are
depreciated at 11.31%.
iv) Residual values and useful lives are reviewed, and adjusted, if appropriate, for each reporting period.
v) On tangible fixed assets added / disposed of during the year, depreciation is charged on pro-rata basis from the date
of addition / till the date of disposal.
vi) Depreciation in respect of tangible assets costing less than $ 5,000/- is provided at 100%.
h) Investment properties
Property that is held for long term rental yields or for capital appreciation or both, and that is not occupied by the group is
classified as investment property. Investment Property is measured initially at its cost including related transaction cost
where applicable, borrowing cost. Subsequent expenditure is capitalised to the assets carrying amount only when it is
probable that future economic benefits associated with the expenditure will flow to the group and the cost of the item is
measured reliably.
i) Intangible assets
Goodwill
Goodwill on acquisition of business is included in intangible assets. Goodwill is not amortised but is tested for impairment
annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at
cost less accumulated impairment losses, if any.
Goodwill is allocated to the cash generating units for the purpose of impairment testing. The allocation is made to those
cash generating units or group of cash generating units that are expected to benefit from the business combination in
168
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

which the goodwill arose. The units or group of units are identified at the lowest level at which goodwill is monitored for
internal management purposes, which in our case are the cash generating units.
Other intangible assets
Intangible assets acquired separately:
Intangible assets with finite useful lives that are acquired separately and the estimated useful life is more than one
year, is capitalised and carried at cost less accumulated amortisation and accumulated impairment losses.
Internally-generated intangible assets - research and development expenditure:
Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally
generated intangible asset arising from development phase of internal project is recognised, if and only if, the conditions
under the Ind AS 34 – Intangible Asset, are fulfilled. If the conditions are not fulfilled the same is recognised in profit or
loss in the period in which it is incurred.
The intangible assets are amortised on straight line basis over its useful life, viz., 2 years in the case of software and
6 to 10 years in the case of Design, Development and Technical knowhow.

j) Loans (receivable from financing activity)

The Loans (receivable from financing activity) are stated the contract value plus transaction costs less origination
income that are directly attributable to the acquisition of the loan. Interest income is recognised using the Effective
Interest Rate (EIR) method. Loans are stated at carrying value less impairment loss.
k) Impairment
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups
of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed
for possible reversal of the impairment at the end of each reporting period.

l) Foreign currency translation

(i) Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic environment
in which the entity operates ('the functional currency'). The consolidated financial statements are prepared in INR
and all values are rounded off to nearest crore.
(ii) Transactions and balances
Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of transaction.
i) Foreign currency monetary assets and liabilities such as cash, receivables, payables, etc., are translated at
year end exchange rates.
ii) Non-monetary items denominated in foreign currency such as investments, fixed assets, etc., are valued at
the exchange rate prevailing on the date of transaction. Non-monetary investments measured at fair value in
a foreign currency are translated using the exchange rates at the date when the fair value is determined. The
gain or loss arising on account of such translation is recognized in OCI or Profit or Loss in line with the
designation of the respective item.
iii) Exchange differences arising on settlement of transactions and translation of monetary items are recognised
as income or expense in the year in which they arise.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the presentation
currency in the following manner:
a) assets and liabilities are translated at the closing rate at the date of that balance sheet;
b) income and expenses are translated at average exchange rates (unless this is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses
are translated at the dates of the transactions); and
c) all resulting exchange differences are recognised in other comprehensive income.
169
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

m) Hedge accounting
Derivatives are initially recognised at fair value on the date when a derivative contract is entered into and are subsequently
remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value
depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being
hedged. The Group designates certain derivatives as either:
• hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges)
• hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable
forecast transactions (cash flow hedges), or
• hedges of a net investment in a foreign operation (net investment hedges).
The Group documents at the inception of the hedging transaction the relationship between hedging instruments and
hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The
Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that
are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or
cash flows of hedged items.
The fair values of various derivative financial instruments used for hedging purposes are disclosed in Note 34. Movements
in the hedging reserve in shareholders' equity are shown in Note 35. The full fair value of a hedging derivative is classified
as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified
as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.
The effective portion of changes in the fair value of derivatives that is designated and qualify as cash flow hedges is
recognised in the other comprehensive income in cash flow hedging reserve within equity, limited to the cumulative
change in fair value of the hedged item on a present value basis from the inception of the hedge. The gain or loss relating
to the ineffective portion is recognised immediately in statement of profit or loss.
When forward contracts are used to hedge forecast transactions, the Group generally designates only the change in fair
value of the forward contract related to the spot component as the hedging instrument. Gains or losses relating to the
effective portion of the change in the spot component of the forward contracts are recognised in other comprehensive
income in cash flow hedging reserve within equity. In some cases, the entity may designate the full change in fair value
of the forward contract (including forward points) as the hedging instrument. In such cases, the gains and losses relating
to the effective portion of the change in fair value of the entire forward contract are recognised in the cash flow hedging
reserve within equity.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss
(for example, when the forecast sale that is hedged takes place).
When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative deferred gain or loss and deferred costs of hedging in equity at that time remains in equity
until the forecast transaction occurs. When the forecast transaction is no longer expected to occur, the cumulative gain
or loss and deferred costs of hedging that were reported in equity are immediately reclassified to the statement of profit
or loss.
n) Inventories
Inventories are valued at the lower of cost and net realisable value.
i) Cost of raw materials, components, stores and spares are ascertained on a moving average basis.
ii) Cost of finished goods and work-in-progress comprise of direct materials, direct labour and an appropriate proportion
of variable and fixed overhead, the latter being allocated on the basis of normal operating capacity. Costs are
assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are
determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary
course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
Materials and supplies held for use in production of inventories are not written down if the finished products in which
they will be used are expected to be sold at or above cost. Slow and non-moving material, obsolescence, defective
inventories are duly provided for.
iii) Land held for development / sale by the real estate subsidiary is valued at the lower of cost and net realisable value.
Cost includes cost of acquisition and all related costs.

170
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

o) Employee benefits
i) Short term obligations:
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related service are recognized in respect of
employees' services upto the end of the reporting period and are measured at the amounts expected to be paid
when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance
sheet.

ii) Other long term obligations:

The liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in
which the employees render the related service. They are, therefore, measured at the present value of the expected
future payments to be made in respect of services provided by employee upto the end of reporting period using the
projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period
that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience
adjustments and changes in actuarial assumptions are recognised in other comprehensive income.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional
right to defer settlement for at least twelve months after the reporting period, regardless of when the actual
settlement is expected to occur.

iii) Post-employment obligation:

The Group operates the following post-employment schemes:
a) Defined benefit plans such as gratuity for its eligible employees, pension plan for its eligible senior managers;
and
b) Defined contribution plans such as provident fund.
Pension and gratuity obligation:
The liability or asset recognised in the balance sheet in respect of defined benefit pension and gratuity plan is the
present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The
defined benefit obligation is calculated annually by Actuaries using the projected unit credit method.
The present value of the defined benefit obligation denominated in INR is determined by discounting the estimated
future cash outflows by reference to market yields at the end of the reporting period on the Government Bonds that
have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation
and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and
loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income (net-off deferred tax). They are
included in retained earnings in the statement of changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in profit or loss as past service cost.
Provident fund:
The eligible employees of the Group are entitled to receive benefits in respect of provident fund, a defined
contribution plan, in which both employees and the Group make monthly contributions at a specified percentage
of the covered employees' salary. The provident fund contributions are made to an irrevocable trust set up by
the Company or to the Regional Provident Fund Commissioner. Where irrevocable trust exists, the Group is
generally liable for annual contributions and any shortfall in the fund assets based on the Government specified
minimum rates of return. The Group recognises such contributions and shortfall, if any, as an expense in the
year in which it is incurred.

iv) Bonus plans:

The Group recognises a liability and an expense for bonuses. The Group recognises a provision where contractually
obliged or where there is a past practice that has created a constructive obligation.
171
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

p) Taxes on income
Tax expense comprises of current and deferred taxes.
The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable
to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end
of the reporting period in the countries where the Group's subsidiaries and associates operate and generate taxable
income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected
to be paid to the tax authorities.
Deferred income tax is provided in full, using the balance sheet method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax
liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not
accounted for, if it arises from initial recognition of an asset or liability in a transaction other than a business combination
that at the time of the transaction affects neither accounting profit nor taxable profit or loss. Deferred income tax is
determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting
period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax
liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those
temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax
bases of investments in foreign operations where the Group is able to control the timing of the reversal of the temporary
differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred Tax liabilities are recognized for all taxable temporary differences, except in respect of taxable temporary
differences associated with investments in subsidiaries, when the timing of the reversal of the temporary differences
can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to Income Taxes levied by the same taxation authority. Current
tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to
settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or
directly in equity, respectively.
Where the Group is entitled to claim special tax deductions for investments in qualifying assets or in relation to
qualifying expenditure (the Research and Development or other investment allowances), the Group accounts for such
allowances as tax credits, which means that the allowances reduce income tax payable and current tax expense.
A deferred tax asset is recognised for unclaimed tax credits that are carried forward.
q) Government Grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant
will be received and the Group will comply with all attached conditions.
Government grants receivable as compensation for expenses or financial support are recognized in profit or loss of
the period in which it becomes available.
Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as
deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets
and presented within other income.
In case of waiver of duty under EPCG licence, such grant is considered as revenue grant and recognized in statement
of profit and loss on completion of export obligation as approved by Regulatory Authorities.
r) Provisions and contingent liabilities
i) Provision:
A provision is recorded when the Group has a present legal or constructive obligation as a result of past events,
it is probable that an outflow of resources will be required to settle the obligation and the amount can be reasonably

172
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

estimated. The estimated liability for product warranties is recorded when products are sold based on technical
evaluation.
Provisions are measured at the present value of management's best estimate of the expenditure required to
settle the present obligation at the end of the reporting period. The discount rate used to determine the present
value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific
to the liability. The increase in the provision due to the passage of time is recognised as interest expenses.
ii) Contingent liabilities:
Wherever there is a possible obligation that arises from past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
entity or a present obligation that arises from past events but is not recognised because (a) it is not probable that
an outflow of resources embodying economic benefits will be required to settle the obligation; or (b) the amount
of the obligation cannot be measured with sufficient reliability are considered as contingent liabilities. Show
cause notices are not considered as Contingent Liabilities unless converted into demand.
s) Segment reporting
The Group has identified the operating segments on the basis of individual companies operations as reported in a
manner consistent with the internal reporting provided to the Chief Operating Decision Maker.
The Group has identified the following business segments as reportable segments, (on the basis of products and
production process) viz., (1) Automotive vehicles and parts, (2) Automotive components, (3) Financial services and
(4) Others.
t) Leases
From 1st April 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the
leased asset is available for use by the Group. Contracts may contain both lease and non-lease components.
The Group allocates the consideration in the contract to the lease and non-lease components based on their relative
stand-alone prices. However, for leases of real estate for which the Group is a lessee, it has elected not to separate
lease and non-lease components and instead accounts for these as a single lease component.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the
net present value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable
• variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the
commencement date
• amounts expected to be payable by the Group under residual value guarantees
• the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and
• payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of
the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
readily determined, which is generally the case for leases in the Group, the lessee's incremental borrowing rate is
used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset
of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the respective Company:
• where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted
to reflect changes in financing conditions since third party financing was received,
• uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the
Company which does not have recent third party financing, and
• makes adjustments specific to the lease, e.g. term, country, currency and security.
The Group if exposed to potential future increases in variable lease payments based on an index or rate, which are
not included in the lease liability until they take effect. When adjustments to lease payments based on an index or
rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over
the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for
each period.

173
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

Variable lease payments are recognised in profit or loss in the period in which the condition that triggers those
payments occurs.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability,
• any lease payments made at or before the commencement date less any lease incentives received,
• any initial direct costs, and
• restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a
straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.
Payments associated with short-term leases of equipment and all leases of low-value assets are recognised on a
straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or
less. Low-value assets comprise IT equipment and small items of office furniture.
u) Cash and Cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of
three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the
balance sheet.
v) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less provision for impairment.
w) Contract liabilities
A contract liability is the obligation to transfer goods to a customer for which the Group has received consideration (or
an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers
goods or services to the customer, a contract liability is recognised when the consideration is received. Contract
liabilities are recognised as revenue when the Group performs under the contract.
x) Investments and Other financial assets
i) Classification
The Group classifies its financial assets in the following categories:
• Those to be measured subsequently at fair value (either through other comprehensive income, or through
profit or loss), and
• Those measured at amortized cost.
The classification depends on the entity's business model for managing the financial assets and the contractual
terms of the cash flow.
ii) Measurement
At Initial recognition, the Group measures a financial asset at its fair value plus transaction cost (in the case of a
financial asset not a fair value through profit or loss) that are directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or
loss.
Debt Instruments:
Subsequent measurement of debt instruments depends on the Group's business model for managing the asset
and the cash flow characteristics of the asset. There are two measurement categories into which the Group
classifies its debt instruments.
Amortised Cost:
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of
principal and interest are measured at amortised cost. A gain or loss on debt investment that is subsequently
measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset

174
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

is de-recognised or impaired. Interest income from these financial assets is included in finance income using the
effective interest rate method.
Fair Value through profit or loss:
Assets that do not meet the criteria for amortised cost or Fair Value through Other Comprehensive Income
(FVOCI) are measured at Fair Value Through Profit or Loss (FVTPL). A gain or loss on a debt investment that is
subsequently measured at FVTPL and is not part of a hedging relationship is recognised in profit or loss and
presented in the statement of profit and loss within other gains / (losses) in the period in which it arises. Interest
income from these financial assets is included in other income.
Equity instruments:
The Group subsequently measures all its investments in equity (except of the subsidiaries / associate) at fair value.
Where the Group's management has elected to present fair value gains and losses on equity investments in other
comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss.
Dividends from such investments are recognised in profit or loss as other income when the Group's right to
receive payments is established.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported
separately.
Where the Group elects to measure fair value through profit and loss, changes in the fair value of such financial
assets are recognised in the statement of profit and loss.
iii) Impairment of financial assets
The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at
amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there
has been significant increase in credit risk. Note 35 and Note 36 details how the Group determines whether there
has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by Ind AS 109 Financial Instruments,
which requires expected credit losses to be recognised from initial recognition of the receivables.
For loans given by financial enterprise the impairment methodology applied depends on whether there has been
a significant increase in credit risk. Note 36 details how the Group determines whether there has been a significant
increase in credit risk.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of
the assets.
iv) Derecognition of financial assets
A financial asset is derecognised only when:
a) the Group has transferred the rights to receive cash flows from the financial asset or
b) the Group retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual
obligation to pay the cash flows to one or more recipients.
Where the entity has transferred an asset, the Group evaluates whether it has transferred substantially all risks and
rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has
not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not
derecognised.
Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership
of the financial asset, the financial asset is derecognized, if the Group has not retained control of the financial asset.
Where the Group retains control of the financial asset, the asset is continued to be recognised to the extent of
continuing involvement in the financial asset.
v) Income recognition
Interest Income:
Interest income from debt instruments is recognised using the effective interest rate method. The effective interest
rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset
to the gross carrying value of a financial asset. While calculating the effective interest rate, the Group estimates the
expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment,
extension, call and similar options), but does not consider the expected credit losses.
175
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

1 SIGNIFICANT ACCOUNTING POLICIES - (continued)

Dividends:
Dividends are recognised in profit or loss only when the right to receive payment is established, it is probable that the
economic benefits associated with the dividend will flow to the Group, and the amount of dividend can be reliably
measured.

y) Borrowings
Borrowings are initially recognised at fair value, net of transaction cost incurred. Borrowings are subsequently measured
at amortised cost. Any difference between the proceeds (net of transaction cost) and the redemption amount is recognised
in profit or loss over the period of the borrowings, using the effective interest method. Fees paid on the established loan
facilities are recognised as transaction cost of the loan, to the extent that it is probable that some or all the facility will be
drawn down.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or
expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to
another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised
in profit or loss as other gain / (loss).
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting period.
z) Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its
intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their
intended use or sale. Other borrowing costs are expensed in the period in which they are incurred.

aa) Current and Non-current classification

The Group presents assets and liabilities in the balance sheet based on current / non-current classification.
Cash or cash equivalent is treated as current, unless restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period. In respect of other assets, it is treated as current when it is:
• expected to be realized or intended to be sold or consumed in the normal operating cycle
• held primarily for the purpose of trading
• expected to be realized within twelve months after the reporting period.
All other assets are classified as non-current.
A liability is treated as current when:
• it is expected to be settled in the normal operating cycle
• it is held primarily for the purpose of trading
• it is due to be settled within twelve months after the reporting period, or
• there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities. The operating cycle is the time
between the acquisition of assets for processing and their realization in cash and cash equivalents. The Group has
identified twelve months as its operating cycle for all entities within the group other than real estate.
The normal operating cycle in respect of operation relating to real estate project depends on signing of agreement, size
of the project, phasing of the project, type of development, project complexities, approvals needed and realisation of
project into cash and cash equivalents and range from 3 to 7 years. Accordingly, assets and liabilities have been
classified into current and non-current based on operating cycle.
ab) Earnings Per Share (EPS):
Basic earnings per share is computed by dividing the profit after tax (attributable to the owners) by the weighted
average number of equity shares outstanding during the year / period.
Diluted earnings per share is computed by dividing the profit after tax as adjusted for dividend, interest and other charges
to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares
considered for deriving basic earnings per share and the weighted average number of equity shares which could have
been issued on the conversion of all dilutive potential equity shares.
176
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

2 PROPERTY, PLANT & EQUIPMENT AND OTHER INTANGIBLE ASSETS Rupees in crores
Property, Plant & Equipment Other Intangible
Design Total
Description Plant & Furniture Office
Land Buildings Vehicles Total Software Develop- Trade
equipment & fixtures equipment
ment Mark
1 2 3 4 5 6 7 8 9 10 11
Gross carrying value as at 01-04-2020 291.52 946.44 4,485.16 114.92 57.36 217.02 6,112.42 118.44 266.23 – 384.67
Additions 39.29 29.20 365.54 14.33 10.31 25.86 484.53 14.00 171.19 240.23 425.42
Foreign exchange translation reserve
adjustments 7.61 3.30 7.95 (0.10) 0.02 (0.00) 18.78 – – – –
Sub-total 338.42 978.94 4,858.65 129.15 67.69 242.88 6,615.73 132.44 437.42 240.23 810.09
Sales / deletion – – 40.25 0.42 3.02 3.10 46.79 – – – –
Total 338.42 978.94 4,818.40 128.73 64.67 239.78 6,568.94 132.44 437.42 240.23 810.09
Depreciation / Amortisation
Upto 31-03-2019 – 255.43 2,557.66 64.37 33.28 135.18 3,045.92 100.52 101.16 – 201.68
For the year – 37.64 334.25 16.63 6.15 39.03 433.70 15.95 64.02 – 79.97
Foreign exchange translation reserve
adjustments – 1.90 4.81 (0.02) 0.04 0.21 6.94 – – – –
Sub-total – 294.97 2,896.72 80.98 39.47 174.42 3,486.56 116.47 165.18 – 281.65
Withdrawn on assets sold / deleted – – 35.91 0.33 2.23 3.00 41.47 – – –
Total – 294.97 2,860.81 80.65 37.24 171.42 3,445.09 116.47 165.18 – 281.65
Carrying value
As at 31-03-2021 338.42 683.97 1,957.59 48.08 27.43 68.36 3,123.85 15.97 272.24 240.23 528.44

Capital work-in-progress (at cost) as at 31-03-2021

(a) Building 44.74
(b) Plant & equipment 82.68
(c) Pre-operative expenses 746.48
Total 873.89
a) Cost of buildings includes $ 26.36 crores pertaining to buildings constructed on leasehold lands.
b) Land includes lease hold land of $ 0.51 crores, whose ownership is transferrable at the end of the lease term.
c) Borrowing cost capitalised during the year - $ 30.65 crores.

177
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

2 PROPERTY, PLANT & EQUIPMENT AND OTHER INTANGIBLE ASSETS - (continued) Rupees in crores
Property, Plant & Equipment Other Intangible
Design Total
Description Plant & Furniture Office
Land Buildings Vehicles Total Software Develop- Trade
equipment & fixtures equipment
ment Mark
1 2 3 4 5 6 7 8 9 10 11
Gross carrying value as at 01-04-2019 293.55 886.35 4,126.16 104.93 30.77 190.76 5,632.52 107.50 97.71 – 205.21
Additions 7.54 61.97 429.04 10.96 15.65 47.39 572.55 11.41 168.52 – 179.93
Foreign exchange translation reserve
adjustments (2.55) (1.74) (4.19) 0.18 0.12 (0.15) (8.33) – – – –
Sub-total 298.54 946.58 4,551.01 116.07 46.54 238.00 6,196.74 118.91 266.23 – 385.14
Sales / deletion 0.07 0.14 65.85 1.15 1.83 8.33 77.37 0.46 – – 0.46
Ind AS 116 transition 6.90 – – – – – 6.90 – – – –
Total 291.57 946.44 4,485.16 114.92 44.71 229.67 6,112.47 118.45 266.23 – 384.68
Depreciation / Amortisation
Upto 31-03-2019 – 219.85 2,246.24 50.22 15.54 121.86 2,653.71 83.26 59.97 – 143.23
For the year – 36.83 359.97 14.92 5.14 35.51 452.37 17.72 41.19 – 58.91
Foreign exchange translation reserve
adjustments – (1.11) (2.74) 0.04 0.04 (0.03) (3.80) – – – –
Sub-total – 255.57 2,603.47 65.18 20.72 157.34 3,102.28 100.98 101.16 – 202.14
Withdrawn on assets sold / deleted – 0.14 45.80 0.80 1.46 8.15 56.35 0.46 – – 0.46
Total – 255.43 2,557.67 64.38 19.26 149.19 3,045.93 100.52 101.16 – 201.68
Carrying value
As at 31-03-2020 291.57 691.01 1,927.49 50.54 25.45 80.48 3,066.54 17.93 165.07 – 183.00

Capital work-in-progress (at cost) as at 31-03-2020

(a) Building 33.98
(b) Plant & equipment 201.52
(c) Pre-operative expenses 611.64
Total 847.14
a) Cost of buildings includes $ 24.85 crores pertaining to buildings constructed on leasehold lands.
b) Land includes lease hold land of $ 0.51 crores, whose ownership is transferrable at the end of the lease term.
c) Borrowing cost capitalised during the year - $ 23.68 crores. As at As at
31-03-2021 31-03-2020
3 INVESTMENT PROPERTIES
Opening gross carrying amount 137.70 137.70
Additions – –
Deletions – –
Closing gross carrying amount (A) 137.70 137.70

Opening accumulated depreciation – –

Additions – –
Deletions – –
Closing accumulated depreciation (B) – –

Total investment properties (A) - (B) 137.70 137.70

178
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

4 RIGHT OF USE ASSET
Rupees in crores
S.No. Particulars Land Building Others Total
(a) Opening balance as on 01-04-2019 (on transition to
Ind AS 116 - Leases) 18.95 63.38 18.37 100.70
(b) Additions – 77.69 102.54 180.23
(c) Amortisation (0.33) (21.08) (23.31) (44.72)
(d) Foreign exchange translation reserve adjustments – – (0.45) (0.45)
(e) Deletions (Preclosures) – (0.62) – (0.62)
(f) Closing net balance as on 31-03-2020 18.62 119.37 97.15 235.14
(g) Additions – 39.50 22.21 61.71
(h) Amortisation (0.32) (26.15) (24.68) (51.15)
(i) Foreign exchange translation reserve adjustments – (0.02) 2.09 2.07
(j) Deletions (Preclosures) (5.02) – – (5.02)
(k) Closing net balance as on 31-03-2021 13.28 132.70 96.77 242.75
The Group has taken land, warehouses and sales offices on lease for lease period ranging from 6-99 years. The Group
also has other assets on leases, the lease term ranges for about 5 years.
Wherever the lease includes extension option and it is certain, the same is considered for computing the lease term.
In rest of the cases, the term is limited to initial lease period. Lease term includes non-cancellable period and expected
lease period. Payment towards short term leases made during the year was $ 51.63 Cr( Previous year $ 51.01 Cr).
Payment towards low value leases made during the year was Nil (Previous year: Nil).

5 NON CURRENT INVESTMENTS

No. of shares / units Rupees in crores
Sl. Face Value Currency
Particulars As at As at As at As at
No.
31-03-2021 31-03-2020 31-03-2021 31-03-2020
1 2 3 4 5 6 7 8

(a) Investment in Equity Instruments

Fair valued through OCI:
Quoted :
(i) Suprajit Engineering Limited, Bengaluru 2,892,000 2,892,000 1.00 INR 79.67 32.56
(ii) Ucal Fuel Systems Limited, Chennai 91,760 91,760 10.00 INR 1.28 0.67
Unquoted :
(iii) Green Infra BTV Limited, New Delhi 3,250,000 3,250,000 10.00 INR 1.50 1.39
(iv) TVS Lanka (Private) Limited, Colombo 5,000,000 5,000,000 10.00 LKR 8.23 9.62
(v) Green Infra Wind Power Projects Limited, New Delhi 111,600 111,600 10.00 INR 0.06 0.06
(vi) Green Infra Wind Energy Theni Limited, New Delhi 3,434,477 3,434,477 10.00 INR 1.59 1.47
(vii) Green Infra Wind Power Generation Limited, New Delhi 216,000 216,000 10.00 INR 0.15 0.13
(viii) Condivision Solutions Pvt. Limited, Bengaluru 6,760 6,760 10.00 INR – –
(ix) Mulanur Renewable Energy Pvt. Limited, Chennai 15,000 15,000 10.00 INR 0.02 0.02
(x) PHI Research Pvt. Limited, Chennai 350,000 350,000 10.00 INR 3.01 3.01
(xi) Atria Wind Power Bijapur 1 Limited, Bengaluru 85,788 90,610 10.00 INR 1.66 1.72
(xii) Atria wind power (chitradurga) P Ltd, Bengaluru 80,948 80,948 100.00 INR 0.41 0.38
(xiii) Altizon Systems Private Limited, Pune 10 10 10.00 INR 0.01 0.01
(xiv) Altizon Inc*, USA – 530,543 0.00001 USD – 17.76
(xv) Scienaptic Systems Inc.*, USA – 2,195,999 0.001 USD – 49.83

Total value of Equity Instruments (a) 97.59 118.63

179
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

5 NON CURRENT INVESTMENTS - (continued)
No. of shares / units Rupees in crores
Sl. Face Value Currency
Particulars As at As at As at As at
No.
31-03-2021 31-03-2020 31-03-2021 31-03-2020
1 2 3 4 5 6 7 8
(b) Investments in Preference Shares: (Unquoted)
(Valued at Amortised Cost)
(i) Pinnacle Engines Inc., USA (face value 0.01 cent) 2,409,638 2,409,638 0.0001 USD 11.70 11.70
(ii) Axiom Research Labs Private Limited, Delhi 82 82 10.00 INR 1.00 1.00
(iii) TVS Lanka (Private) Limited, Colombo – 370,000,000 1.00 LKR – 15.92
Total value of Preference shares (b) 12.70 28.62
(c) Other non-current Investments (Unquoted):
Investments fair valued through OCI:
(i) Autotech Fund I L.P., USA USD 40.43 21.01
(ii) Harita Accessories LLP INR 1.07 1.07
Pension Funds / Government Securities
(Valued at Amortised Cost):
(iii) ICICI Prudential Life Insurance Group
Superannuation Fund, Mumbai INR 6.69 6.25
(iv) Life Insurance Corporation Pension Policy, Mumbai INR 21.55 19.72
(v) Investment in Mutual Funds INR 0.36 0.41
Total value of other non-current investments (c) 70.10 48.46
Total (a) + (b) + (c) 180.39 195.71
Aggregate amount of quoted investments and
market value thereof 80.95 33.23
Aggregate amount of unquoted investments 99.44 162.48
Total 180.39 195.71
All Investments are fully paid up.
* Scienaptic Systems Inc and Altizon Inc became associates with effect from 28-09-2020 and 01-02-2021 respectively. Hence the equity holdings
under these companies are disclosed under Investments Accounted Using Equity Method (Note no 8) as at 31st March 2021. (For the year ended
31.03.2020 the same were disclosed as Investment in Equity Instruments Fair valued through OCI (Note 5)).

180
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
6 LOANS (RECEIVABLE FROM FINANCING ACTIVITY)
As at 31-03-2021 As at 31-03-2020
Particulars
Current Non-current Current Non-current
Secured:
Automobile financing
Considered good 4,392.94 4,776.07 4,210.51 3,739.86
Considered doubtful 233.71 107.03 224.20 78.68
Less: Loss allowance
Provision for expected credit loss (Refer Note 35) (103.86) (109.61) (46.86) (88.89)
Unsecured:
Financing (Others)
Considered good 1,081.41 591.57 800.92 427.02
Considered doubtful 46.12 36.88 32.25 29.63
Less: Loss allowance
Provision for expected credit loss (Refer Note 35) (28.48) (41.36) (14.78) (37.81)
Unsecured and considered good:
Trade advance and term loan 178.76 1.39 104.36 –
Provision for expected credit loss (Refer Note 35) (6.37) – (3.76) –
5,794.23 5,361.97 5,306.84 4,148.49
As at As at
31-03-2021 31-03-2020
7 NON-CURRENT ASSETS - OTHER FINANCIAL ASSETS
Deposits 12.73 11.06
Loans given to employees 1.39 1.82
Other bank balances (Bank deposits) 0.80 0.13
Derivative financial instruments - receivable – 23.63
14.92 36.64
8 INVESTMENTS ACCOUNTED USING EQUITY METHOD
Emerald Haven Realty Limited, Chennai, 108.26 112.81
[11,12,19,512 (last year - 11,12,19,512) Equity shares]
Ultraviolette Automotive Private Limited, Bengaluru 9.56 9.93
[14,850 (last year - 14,850) Equity shares]
Ultraviolette Automotive Private Limited, Bengaluru 35.00 5.00
[8,377 (last year - 990) Preference shares]
Predictronics Corp, USA 20.57 21.66
[24,827 (last year - 24,827) Equity shares]
Tagbox Solutions Private Limited, Bengaluru 1.42 1.38
[45,710 (last year - 45,710) Equity shares]
Tagbox Solutions Private Limited, Bengaluru 9.99 9.99
[3,83,983 (last year - 3,83,983) Preference shares]
Tagbox Solutions Pte Limited, Singapore 15.01 14.43
[2,43,243 (last year - 2,43,243 ) Preference shares]
Scienaptic Systems Inc., USA * 62.68 –
[28,05,357 Equity Shares]
Altizon Inc., USA * 25.13 –
[8,06,429 Equity Shares]
287.62 175.20
* Scienaptic Systems Inc and Altizon Inc became associates with effect from 28-09-2020 and 01-02-2021 respectively. Hence the equity
holdings under these companies are disclosed under Investments Accounted Using Equity Method (Note no 8) as at 31st March 2021.
(For the year ended 31.03.2020 the same were disclosed as Investment in Equity Instruments Fair valued through OCI (Note 5)).
181
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
As at As at
31-03-2021 31-03-2020
9 DEFERRED TAX ASSETS
The balance comprises temporary differences attributable to:
Deferred tax asset consists of :
- tax on depreciation 5.07 4.60
- tax on employee benefit expenses 9.53 7.04
- tax on expected credit losses provision 78.31 34.76
- tax on investment property 14.72 14.72
- tax on others 24.05 29.42
Total deferred tax assets (A) 131.68 90.54

Deferred tax liability on other items: (B) 4.06 3.89

Net deferred tax asset (A)-(B) 127.62 86.65

Movement in deferred tax :

Particulars Depreciation Others Total
As at 31-03-2019 131.78
Charged/(credited):
- to profit or loss (1.37) 5.61 4.24
- to other comprehensive income – 5.94 5.94
- to share of associate adjustment as per Ind AS 115
(Tax on retrospective application with cumulative effect) – (55.31) (55.31)

As at 31-03-2020 86.65
Charged/(credited):
- to profit or loss 0.47 38.92 39.39
- to subsidary incumbent deferred tax asset – 0.33 0.33
- to other comprehensive income – 1.25 1.25
As at 31-03-2021 127.62

10 OTHER NON-CURRENT ASSETS

Capital advances 61.79 90.30
Advances other than capital advances:
Prepaid expenses 16.59 3.27
Vendor advance 55.00 –
Deposits made 48.23 37.70
Others 0.18 0.82
181.79 132.09
11 INVENTORIES
Raw materials and components 748.68 640.65
Goods-in-transit - Raw materials and components 146.88 77.97
Work-in-progress 40.76 52.71
Finished goods 300.62 298.66
Stock-in-trade 85.49 75.31
Stores and spares 45.00 43.17
1,367.43 1,188.47
182
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
As at As at
31-03-2021 31-03-2020

12 TRADE RECEIVABLES
Secured, considered good 17.19 18.29
Unsecured, considered good* 1,065.13 1,457.76
1,082.31 1,476.05
Less: Loss allowance 46.34 21.69
1,035.97 1,454.36
* Includes balance with related parties [Refer Note 40(c)(i)].

13 CASH AND CASH EQUIVALENTS

Balances with banks 869.63 827.78
Cash on hand 1.52 1.63
Cash equivalents
Deposits with maturity of less than three month from the date of deposit 702.61 250.28
1,573.76 1,079.69
Cash and cash equivalents for the purpose of cash flow statement
Cash and cash equivalents as shown above 1,573.76 1,079.69
Less : Over drafts utilised (10.80) (38.35)
[Grouped under financial liabilities - Borrowings (Refer Note 22)]
1,562.96 1,041.34
14 BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS
Earmarked balances with banks (for unpaid dividend) 83.09 27.88
83.09 27.88
15 FINANCIAL ASSETS - OTHERS (CURRENT)
Unsecured, considered good :
Employee advances 11.35 19.22
Security deposits 6.17 7.32
Claims receivable 0.08 2.18
Interest accrued on Fixed deposit 2.03 –
Receivable towards sale of fixed assets 62.98 62.98
Derivative financial instruments - receivable 3.03 1.49
85.64 93.19
16 OTHER CURRENT ASSETS
IT/GST/VAT/Excise receivable 343.66 351.92
Prepaid expense 37.14 36.02
Vendor advance* 158.12 124.89
Trade deposits 3.49 2.66
Export incentive receivable 44.09 64.49
Others 5.39 6.16
591.89 586.14
* Includes balance with related parties [Refer Note 40(c)(i)].

183
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
As at As at
31-03-2021 31-03-2020
17 EQUITY SHARE CAPITAL
(a) Authorised, issued, subscribed and fully paid up
As at 31-03-2021 As at 31-03-2020
Particulars Number Rupees in Number Rupees in
crores crores
Authorised:
Equity shares of Re.1/- each 50,00,00,000 50.00 50,00,00,000 50.00
Issued, subscribed and fully paid up:
Equity shares of Re.1/- each 47,50,87,114 47.51 47,50,87,114 47.51
47,50,87,114 47.51 47,50,87,114 47.51
(b) Reconciliation of equity shares outstanding at the beginning and at the end of the year
As at 31-03-2021 As at 31-03-2020
Particulars Number Rupees in Number Rupees in
crores crores
Shares outstanding at the beginning of the year 47,50,87,114 47.51 47,50,87,114 47.51
Shares issued during the year – – – –
Shares outstanding at the end of the year 47,50,87,114 47.51 47,50,87,114 47.51
(c) Rights and preferences attached to equity share:
(i) Every shareholder is entitled to such rights as to attend and vote at the meeting of the shareholders, to receive
dividends distributed and also has a right in the residual interest of the assets of the company. Every shareholder
is also entitled to right of inspection of documents as provided in the Companies Act, 2013.
(ii) There are no restrictions attached to equity shares.

(d) Shares held by holding company at the end of the year

As at 31-03-2021 As at 31-03-2020
Name of shareholder Class of Number of % of Number of % of
share shares held holding shares held holding
Sundaram-Clayton Limited, Chennai
(Holding Company) Equity 27,26,82,786 57.40 27,26,82,786 57.40

(e) Shareholders holding more than five percent at the end of the year (other than (d))
As at 31-03-2021 As at 31-03-2020
Name of shareholder Class of Number of % of Number of % of
share shares held holding shares held holding
ICICI Prudential Mutual Fund Equity 3,48,50,748 7.34 3,75,05,402 7.89
Life Insurance Corporation of India Equity 3,07,10,169 6.46 1,46,41,050 3.08
Jwalamukhi Investment Holdings Equity 2,67,00,107 5.62 2,66,90,025 5.62

18 OTHER EQUITY
Particulars As at 31-03-2021 As at 31-03-2020
General reserve 876.24 876.24
Capital reserve 6.51 6.51
Statutory reserve 92.51 70.65
Retained earnings 2,707.36 2,296.73
Other Reserves 96.48 (15.54)
3,779.10 3,234.59

184
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
19 NON CURRENT LIABILITIES - FINANCIAL LIABILITIES - BORROWINGS
Status as at 31-03-2021
As at As at
Nature Lenders 31-03-2021 31-03-2020 Interest rate Frequency No. of instal- Maturity
ments due
Secured Borrowings:
3 Month USD LIBOR
ECB Loan 1 Bank 41.40 63.94 Half Yearly 7 Mar-2023
plus Margin
3 Month USD LIBOR
ECB Loan 2 Bank 218.70 225.98 Quarterly 4 Feb-2023
plus Margin
ECB Loan 3 Bank 146.05 150.78 8.1% Bullet 1 Aug-2022
ECB Loan 4 Bank 146.05 150.78 8.3% Bullet 1 Sep-2022
ECB Loan 5 Bank 182.56 188.48 8.6% Bullet 1 May-2022
ECB Loan 6 Bank 182.56 188.48 8.6% Bullet 1 Jun-2022
ECB Loan 7 Bank 363.87 – 6.9% Bullet 1 Jul-2023
ECB Loan 8 Bank 343.22 – 6.9% Bullet 1 Oct-2023

FCNRB Loan Bank – 75.67

1 Year MCLR
Term Loan Bank 72.50 75.00 Quarterly 16 Sep-2026
plus Margin
Term Loan Bank – 199.56
Term Loan Bank 79.99 99.98 7.3% Quarterly 8 Mar-2023
Term Loan Bank 52.50 75.00 6.9% Quarterly 7 Oct-2022
Term Loan Bank 159.97 199.95 6.9% Quarterly 8 Feb-2023
Term Loan Bank 16.67 33.34 8.0% Half Yearly 2 Jan-2022
Term Loan Bank 141.64 241.62 5.1% Monthly 17 Aug-2022
Term Loan Bank 100.00 166.67 5.5% Monthly 18 Sep-2022
Term Loan Bank 333.33 500.00 5.9% Monthly 24 Mar-2023
Term Loan Bank 166.63 249.95 7.5% Quarterly 8 Feb-2023
Term Loan Bank 100.00 100.00 7.9% Half Yearly 4 Dec-2022
Term Loan Bank – 200.00
Term Loan Bank 199.96 199.93 7.5% Bullet 1 Nov-2022
Term Loan Bank 179.97 299.95 7.4% Quarterly 6 Aug-2022
Term Loan Bank 24.59 44.27 6.4% Quarterly 5 Jun-2022
Term Loan Bank 199.86 249.78 7.4% Quarterly 8 Mar-2023
Term Loan Bank – 20.00
Term Loan Bank – 59.96
Term Loan Bank – 49.99
Term Loan Bank – 63.33
Term Loan Bank – 24.99
Term Loan Bank 37.50 112.50 7.9% Half Yearly 1 Sep-2021
Term Loan Bank 41.67 125.00 7.5% Monthly 6 Sep-2021
Term Loan Bank – 50.00
Term Loan Bank 100.00 100.00 8.0% Bullet 1 May-2021
Term Loan Bank – 74.99
Term Loan Bank 59.89 139.78 7.4% Quarterly 3 Dec-2021
185
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
19 NON CURRENT LIABILITIES - FINANCIAL LIABILITIES - BORROWINGS - (continued)
Status as at 31-03-2021
As at As at
Nature Lenders 31-03-2021 31-03-2020 Interest rate Frequency No. of instal- Maturity
ments due
Term Loan Bank 33.33 66.66 8.0% Half Yearly 2 Dec-2021
Term Loan Bank 123.98 290.05 7.5% Quarterly 3 Dec-2021
Term Loan Bank 39.97 79.93 7.9% Quarterly 4 Feb-2022
Term Loan Bank 238.90 477.59 7.9% Quarterly 4 Feb-2022
Term Loan Bank 199.97 399.93 7.4% Quarterly 4 Feb-2022
Term Loan Bank – 30.00
Term Loan Bank 130.00 – 6.3% Quarterly 8 Sep-2023
Term Loan Bank 199.96 – 5.9% Quarterly 8 Nov-2023
Term Loan Bank 299.93 – 5.6% Quarterly 8 Mar-2024
Term Loan Bank 241.67 – 5.9% Monthly 29 Aug-2023
Term Loan Bank 183.33 – 5.0% Monthly 33 Dec-2023
Term Loan Bank 150.00 – 7.4% Half Yearly 6 Feb-2024
Term Loan Bank 224.89 – 8.0% Quarterly 9 May-2023
Term Loan Bank 250.00 – 7.3% Quarterly 10 Mar-2024
Term Loan Bank 99.95 – 7.4% Monthly 36 Mar-2024
Term Loan Bank 179.87 – 7.8% Quarterly 9 Jun-2023
Term Loan Others – 12.57
Term Loan Bank 0.11 – 7.5% Monthly 36 May-2024
Term Loan Bank 265.34 301.45 3.5% Half Yearly 8 Dec-2024
State owned
Term Loan 2.63 2.43 0.1% Yearly 1 Apr-2029
corporation - I
State owned
Term Loan (4 tranches) 151.20 160.89 0.1% Yearly 4 2022-31
corporation -II
8.35% Secured
Debentures Non Convertible 300.00 – 8.4% Bullet 1 Mar-2023
Debenture
8.35% Secured
Debentures Non Convertible
Debenture 25.00 – 8.4% Bullet 1 Mar-2023
7.4% Secured
Debentures Non Convertible
Debenture 99.74 – 7.4% Bullet 1 Apr-2022
8% Secured
Debentures Non Convertible
Debenture 6.37 – 8.0% Bullet 1 Mar-2026
8% Secured
Debentures Non Convertible
Debenture 45.00 45.12 8.0% Bullet 1 Sep-2021
Unsecured Borrowings:
7.5% Non
Debentures Convertible 498.21 – 7.5% Bullet 1 May-2023
Debenture
3 Month USD LIBOR
ECB Loan Bank 121.85 151.33 Half Yearly 5 Sep-2023
plus Margin
186
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
19 NON CURRENT LIABILITIES - FINANCIAL LIABILITIES - BORROWINGS - (continued)
Status as at 31-03-2021
As at As at
Nature Lenders 31-03-2021 31-03-2020 Interest rate Frequency No. of instal- Maturity
rate ments due
Sub Debt Bank 24.96 24.94 9.7% Bullet 1 Sep-2022
Sub Debt Bank 49.98 49.97 8.7% Bullet 1 May-2023
Sub Debt Bank 50.00 50.00 9.8% Bullet 1 Jul-2023
Sub Debt Bank 25.00 25.00 9.7% Bullet 1 Sep-2022
Sub Debt Bank 49.99 49.96 10.0% Bullet 1 Apr-2022
Sub Debt Others – 14.50
Sub Debt Others – 49.96
Sub Debt Others 50.00 50.00 11.8% Bullet 1 Jul-2021
Sub Debt Others 49.96 49.92 11.3% Bullet 1 Sep-2021
Sub Debt Others 49.98 50.00 11.3% Bullet 1 May-2022
Sub Debt Others 99.00 98.71 10.9% Bullet 1 Aug-2024
Sub Debt Others 146.62 – 9.4% Bullet 1 Jun-2026
Sub Debt Others 122.46 – 9.4% Bullet 1 Aug-2026
Sub Debt Others 25.00 – 9.4% Bullet 1 Aug-2026
Sub Debt Others 100.00 – 10.0% Bullet 1 Jul-2026
Perpetual Debt Others 99.84 99.81 11.5% Bullet 1 Nov-2027
Sales Tax Deferral Phase I Others 6.33 12.66 0.0% Annual 1 2021-22
Sales Tax Deferral Phase II Others 110.09 125.82 0.0% Annual 7 2027-28

Total long term borrowings 8,861.49 7,568.85

Less: Current Maturities of
long term borrowings 2,581.23 2,347.62
Total non current financial
liabilities (borrowings) 6,280.26 5,221.23
Details of securities created:
- ECB Loan 1 - Hypothecation of movable fixed assets.
- ECB Loan 2 - Exclusive charge over assets procured out of proceeds of the loan.
- ECB Loan 3-8 availed by a subsidiary is secured against hypothecation of receivables under the financing activity of the Company.
- Term Loan of $ 265.34 Cr (Previous year: $ 301.45 Cr) in USD from bank obtained by a subsidiary - secured by land and building,
- Term loan received from bank of $ 72.50 Cr (Previous year: $ 75.00 Cr) - charge created on land and building and paripasu charge on
plant and machinery.
- Term loan received from bank of $ 0.11 Cr - hypothication of inventory and book debts.
- Term Loan received from Banks and Other Parties of $ 4,589.92 Cr inclusive of Current and Non Current Dues by a subsidiary (Previous
year: 4,837.71 Cr as on 31st March, 2020) is secured against hypothecation of receivables under the financing activity of the Company.
- Loan from State owned corporation - I viz., SIPCOT - First charge on the specific plant and equipment.
- Loan from State owned corporation - II viz., SIPCOT - First charge on the specific plant and equipment and also secured by equitable
mortgage created by way of deposit of title deeds of land.
- Debentures of $ 51.37 Cr (Previous Year: $ 45.12 Cr) issued by the subsidiary are secured aganist the immovable property.
- Debentures of $ 424.74 Cr (Previous Year: Nil) issued by the subsidiary are secured against hypothecation of receivables under the
financing activity of the Company.

187
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
20 PROVISIONS
As at 31-03-2021 As at 31-03-2020
Particulars
Current Non-current Current Non-current
Provision for employee benefits: (Refer Note 38)
(a) Pension 32.14 88.78 46.27 75.82
(b) Leave salary 12.91 56.72 10.10 44.30
(c) Gratuity 3.07 2.28 5.36 2.10
Others:
(a) Warranty (Refer Note 43) 37.22 11.66 28.84 9.20
85.34 159.44 90.57 131.42

21 DEFERRED TAX LIABILITIES (NET)

As at As at
Particulars 31-03-2021 31-03-2020
The balance comprises temporary differences attributable to:
- Depreciation 282.07 261.14
- Others 41.16 –
Total deferred tax liability (A) 323.23 261.14
Deferred tax asset consists of:
- tax on employee benefit expenses 33.70 29.85
- tax on warranty provision 14.02 11.29
- tax on others 56.61 42.72
- unused tax credits (MAT credit entitlement) – 3.51
Total deferred tax assets (B) 104.33 87.37
Net deferred tax liability (A)-(B) 218.90 173.77
Movement in deferred tax :
Particulars Depreciation Others Total
As at 31-03-2019 228.74
Charged / (credited):
- to profit or loss (78.03) 6.68 (71.35)
- to other comprehensive income – (32.54) (32.54)
- to share of associate adjustment as per Ind AS 115
(Tax on retrospective application with cumulative effect) – (1.55) (1.55)
- utilization of tax credits (MAT credit utilization) – 50.91 50.91
- unused tax credits (MAT credit entitlement) – (0.44) (0.44)
As at 31-03-2020 173.77
Charged / (credited):
- to profit or loss 20.93 (2.60) 18.33
- to other comprehensive income – 26.80 26.80
As at 31-03-2021 218.90
As at As at
31-03-2021 31-03-2020
22 FINANCIAL LIABILITIES - BORROWINGS (CURRENT)
Borrowings repayable on demand from banks
Secured* 1,800.19 2,444.50
Unsecured 497.95 610.00
Short term loans:
From banks :
Secured 25.00 –
Unsecured – 230.00
From others (unsecured) 746.11 496.20
3,069.25 3,780.70

* Includes overdraft utilisation 10.80 38.35

188
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
As at As at
31-03-2021 31-03-2020
22 FINANCIAL LIABILITIES - BORROWINGS (CURRENT) - (continued)
Short term borrowings from banks and details of securities created related to subsidiaries:
a) A loan of $ 67.51 crores in USD obtained from a bank, secured by a letter of credit issued by a bank in India.
b) Working capital loan and cash credit of $ 1,721.88 crores secured by hypothecation of receivables under the
financing activity of the subsidiary.
c) Short term loan of $ 25.00 crores secured by hypothecation of receivables under the financing activity of the
subsidiary.
d) Cash credit of $ 10.80 crores secured by hypothecation of receivables and inventories of the subsidiary, both
present and future.

23 TRADE PAYABLES
Dues to Micro and Small Enterprises ** 45.00 121.49
Dues to enterprises other than Micro and Small Enterprises# 4,253.60 3,065.35
4,298.60 3,186.84
** Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the
basis of information received by the management. The entire closing balance represents the principal amount payable
to these enterprises. There is no principal are interest due thereon and remaining unpaid as at the end of the year.
# Includes balances due to related parties [Refer Note 40(c)(ii)].

24 OTHER FINANCIAL LIABILITIES

Current Maturities of long term borrowings 2,581.23 2,347.62
Interest accrued but not due on loans 115.45 47.22
Interest accrued and due on loans * 0.64 0.72
Trade deposits received 89.84 67.34
Unclaimed dividends (Not due for transfer to
Investor Education and Protection Fund) 4.32 4.87
Dividend declared but not paid 66.51 -
Payables against capital goods 14.42 23.59
Hedge liability 0.46 41.94
Others 31.35 5.07
2,904.22 2,538.37
* Subsidary has made funds available with the banks and the same has been appropriated subsequently.

25 OTHER CURRENT LIABILITIES

Statutory dues 155.98 135.42
Employee related 149.89 102.58
Advance received from customers 176.29 136.67
Deferred income 5.48 –
Money held under trust – 6.47
487.64 381.14

189
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
Year ended Year ended
31-03-2021 31-03-2020
26 REVENUE FROM OPERATIONS
Sale of products 17,015.40 16,467.69
Sale of services 15.50 31.82
Interest income of financial enterprise 2,041.82 1,821.51
Other operating revenue# 348.10 528.29
19,420.82 18,849.31
# Includes Government Grants of $ 107.72 Cr (Last year $ 189.94 Cr)

27 OTHER INCOME
Dividend income from other investments designated as fair valued through OCI 0.20 1.26
Interest income 32.88 26.64
Profit on sale of investments (Net) 0.04 0.03
Profit on sale of fixed assets (Net) – 2.28
Bad debts recovered 1.33 11.57
Other non-operating income 12.77 10.05
47.22 51.83

28 MATERIAL COST
Cost of materials consumed
Opening stock of raw materials and components 640.65 712.96
Add: Purchases 12,808.76 11,978.53
13,449.41 12,691.49
Less: Closing stock of raw materials and components 748.68 640.65
12,700.73 12,050.84
Purchases of stock-in-trade 224.92 259.20
Changes in inventories of finished goods, work-in-progress and stock-in-trade:
Opening stock:
Work-in-progress 52.71 99.05
Stock-in-trade 75.31 75.48
Finished goods 298.66 258.88
(A) 426.68 433.41
Closing stock:
Work-in-progress 40.76 52.71
Stock-in-trade 300.62 75.31
Finished goods 85.49 298.66
(B) 426.87 426.68
(A)-(B) (0.19) 6.73

29 EMPLOYEE BENEFITS EXPENSE

Salaries, wages and bonus 1,501.69 1,349.41
Contribution to provident and other funds 100.15 84.09
Staff welfare expenses 87.53 105.85
1,689.37 1,539.35

190
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
Year ended Year ended
31-03-2021 31-03-2020
30 FINANCE COSTS
Interest 706.46 650.91
Other borrowing cost 183.58 165.13
Interest on lease liabilities 11.89 14.67
Exchange differences (20.44) 23.83
881.49 854.54
31 DEPRECIATION AND AMORTISATION EXPENSE
Depreciation on property plant and equipment 433.70 452.37
Amortisation on right of use asset 51.15 44.72
Amortisation on intangible assets 79.97 58.91
564.82 556.00
32 OTHER EXPENSES
(a) Consumption of stores, spares and tools 50.09 55.69
(b) Power and fuel 96.14 112.75
(c) Repairs - buildings 16.29 13.57
(d) Repairs - plant and equipment 75.85 84.80
(e) Insurance 26.41 19.63
(f) Rates and taxes (excluding taxes on income) 16.43 8.96
(g) Audit fees # 2.74 2.80
(h) Cost audit fees 0.06 0.06
(i) Packing and freight charges 335.26 410.42
(j) Advertisement and publicity 322.64 424.31
(k) Other marketing expenses 278.95 357.69
(l) Loss on sale of fixed assets (Net) 1.96 –
(m) Foreign exchange loss (Net) 32.92 8.24
(n) Loss allowance for expected credit losses relating to loans 466.79 273.73
(o) Corporate social responsibility expenditure* 22.71 20.96
(p) Contributions to electoral trust/Bonds – 6.00
(q) Miscellaneous expenses (under this head there is no expenditure which is
in excess of 1% of revenue from operations or $ 10 lakh, whichever is higher) 822.92 920.53
2,568.16 2,720.14
# Refer Note 44 for details on audit fees.
* Refer Note 46 for details on Corporate Social Responsibility expenditure.
33 TAX EXPENSE AND RECONCILIATION
(a) Tax expense
Current tax:
Current tax on profits for the year 249.76 285.75
Adjustments for current tax of prior periods – 8.90
(A) 249.76 294.65

Deferred tax:
Decrease / (increase) in deferred tax assets (97.89) (2.82)
(Decrease) / increase in deferred tax liabilities 62.26 (72.77)
Unused tax (credit) [MAT credit entitlement] – (0.40)
Unused MAT (credit) of prior period – (0.04)
(B) (35.63) (76.03)
(A) + (B) 214.13 218.62
191
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
Year ended Year ended
31-03-2021 31-03-2020
33 TAX EXPENSE AND RECONCILIATION - (continued)
(b) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate:
Profit before income tax expense 821.63 865.42
Tax expense at the Indian tax rate of 25.168% (Previous year 34.944%) 206.79 302.41
Add/(less) tax impact on:
Additional deduction towards Research & Development expenses – (48.97)
Capital receipts (0.76) (1.97)
Exempted income (0.84)
Partially allowed deductions 5.06 15.65
Restatement of Deferred Tax Liability – (74.00)
Others 3.04 –
Tax differences due to subsidiary adjustments – 17.44
Tax relating to earlier years – 8.90
214.13 218.62

34 FAIR VALUE MEASUREMENTS

As at 31-03-2021 As at 31-03-2020
Particulars
FVTPL* FVOCI* Amortised cost FVTPL* FVOCI* Amortised cost
Financial assets
Investments
- Equity instruments – 97.59 – – 118.63 –
- Preference shares – – 12.70 – – 28.62
- Other non current investments 0.36 41.50 – 0.41 22.08 –
- Debt Instruments – – 28.24 – – 25.97
Trade receivables – – 1,035.97 – – 1,454.36
Loans (receivable from
financing activity) – – 11,156.20 – – 9,455.33
Fixed deposit with banks – – 0.80 – – 0.13
Cash and cash equivalents – – 1,573.76 – – 1,079.69
Earmarked balances with banks – – 83.09 – 27.88
Derivative financial asset – 3.03 – – 25.12 –
Other financial assets – – 96.73 – – 104.58
Total financial assets 0.36 142.12 13,987.49 0.41 165.83 12,176.56
Financial liabilities
Borrowings – – 11,930.74 – – 11,349.55
Trade payables – – 4,298.60 – – 3,186.84
Derivative financial liability – 0.46 – – 41.94 –
Lease liability – – 248.42 – – 241.90
Other financial liability – – 348.64 – – 158.65
Total financial liabilities – 0.46 16,826.40 – 41.94 14,936.94

* FVTPL - Fair Valued Through Profit and Loss FVOCI - Fair Valued Through Other Comprehensive Income
192
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
34 FAIR VALUE MEASUREMENTS - (continued)
(i) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial
instruments that are recognised and measured at fair value and that are measured at amortised cost, for which
fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs
used in determining fair value, the Company has classified its financial instruments into the three levels
prescribed under the accounting standard. An explanation of each level follows underneath the table.

Financial assets and liabilities measured at fair value - recurring fair value measurements
As at 31-03-2021 Notes Level 1 Level 2 Level 3 Total

Financial assets
Financial Investments at FVTPL 5 0.36 – – 0.36
Financial Investments at FVOCI 5 80.95 41.50 16.64 139.09
Derivatives 16 – 3.03 – 3.03
81.31 44.53 16.64 142.48
Financial liabilities
Derivatives 24 – 0.46 – 0.46
– 0.46 – 0.46

Assets and liabilities which are measured at amortised cost for which fair values are disclosed
As at 31-03-2021 Notes Level 1 Level 2 Level 3 Total

Financial assets
Investments
Preference shares 5 12.70 12.70
Debt instruments 5 28.24 28.24
– – 40.94 40.94

Financial liabilities
Borrowings 19, 22 & 24 11,930.74 11,930.74
– – 11,930.74 11,930.74

Financial assets and liabilities measured at fair value - recurring fair value measurements
As at 31-03-2020 Notes Level 1 Level 2 Level 3 Total
Financial assets
Financial Investments at FVTPL 5 0.41 – – 0.41
Financial Investments at FVOCI 5 33.23 22.08 85.40 140.71
Derivatives 7, 15 – 25.12 – 25.12
33.64 47.20 85.40 166.24
Financial liabilities
Derivatives 24 – 41.94 – 41.94
– 41.94 – 41.94

193
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

34 FAIR VALUE MEASUREMENTS – (continued) Rupees in crores

Assets and liabilities which are measured at amortised cost for which fair values are disclosed
As at 31-03-2020 Notes Level 1 Level 2 Level 3 Total
Financial assets
Investments
Preference shares 5 – – 28.62 28.62
Debt instruments 5 – – 25.97 25.97
– – 54.59 54.59
Financial liabilities
Borrowings 19, 22 & 24 – – 11,349.55 11,349.55
– – 11,349.55 11,349.55
Level 1: This hierarchy includes financial instruments measured using quoted prices. This includes listed equity
instruments that have quoted price. The fair value of all equity instruments (including bonds) which are traded in
the stock exchanges is valued using the closing price as at the end of the reporting period. The mutual funds are
valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximise the use of observable market data and rely as little as possible on entity-specific
estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in
level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included
in level 3. This is the case for unlisted equity securities, preference shares and other non current investments
included in level 3.

There are no transfers among three levels.

The Group’s policy is to recognise transfers in and transfers out of fair value hierarchy levels as at the end of the
reporting period.

(ii) Valuation technique used to determine fair value (Level 2)

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments.

- the fair value of interest rate swaps is calculated as the present value of estimated cash flows based on
observable yield curves.

- the fair value of forward exchange contract and principal only swap is determined using forward exchange rate
at the balance sheet date.

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

194
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

34 FAIR VALUE MEASUREMENTS - (continued) Rupees in crores
(iii) Fair value measurements using significant unobservable inputs (level 3)
Particulars Unlisted Equity Shares
As at 01-04-2019 20.32
Additions / (deletions) 67.74
Gains / (losses) recognised in profit or loss 0.03
Gains / (losses) recognised in other comprehensive income (2.69)
As at 31-03-2020 85.40
Additions / (deletions) (0.10)
Investment in associate - accounted using equity method (67.59)
Gains / (losses) recognised in profit or loss 0.04
Gains / (losses) recognised in other comprehensive income (1.11)
As at 31-03-2021 16.64

(iv) Valuation inputs and relationships to fair value

Probability weighted range
Particulars Fair value as at for the year ended
Significant unobservable input
31-03-2021 31-03-2020 31-03-2021 31-03-2020
Unquoted Equity shares* 16.64 85.40 a) Earnings growth rate 1-3% 1-3%
b) Risk adjusted discount rate 8% 8%
* Sensitivity is not significant.

(v) Valuation processes

Discount rates are determined using a capital asset pricing model to calculate a pretax rate that reflects current
market assessments of the time value of money and the risk specific to the asset. Earnings growth factor of preference
shares are based on cash flow projections of future earnings of the Company and unlisted equity securities are
estimated based on market information for similar types of companies. Risk adjustments have been derived based
on the market risk premium adjusted for companies relevant financial data.
(vi) Fair value of financial assets and liabilities measured at amortised cost
As at 31-03-2021 As at 31-03-2020
Particulars Carrying Fair Carrying Fair
amount value amount value
Financial assets
Investments
Preference shares 12.70 12.70 28.62 28.62
Debt instruments 28.24 28.24 25.97 25.97
40.94 40.94 54.59 54.59
Financial liabilities
Borrowings 11,930.74 11,930.74 11,349.55 11,349.55
11,930.74 11,930.74 11,349.55 11,349.55
The carrying amounts of trade receivables, trade payables, cash and cash equivalents and other current financial
assets and liabilities are considered to be the same as their fair values, due to their short-term nature.
The fair values for preference shares and other debt instruments were calculated based on cash flows discounted using
a current lending rate, which approximates the carrying value. They are classified as level 3 fair values in the fair value
hierarchy due to the inclusion of unobservable inputs, including counterparty credit risk.
The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate, which
approximates the carrying value. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion
of unobservable inputs including own credit risk.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
195
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
35 FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to market risk, liquidity risk and credit risk. This note explains the sources of risk
which the entity is exposed to and how the entity manages the risk and the impact of hedge accounting in the
financial statements.
Risk Exposure arising from Risk Parameters and Mitigation
Credit risk primarily arises from cash and cash equivalents, trade receivables
and investments carried at amortised cost. The Company considers the
probability of default upon initial recognition of asset and whether there
has been a significant increase in credit risk on an ongoing basis
throughout each reporting period. To assess whether there is a significant
increase in credit risk the Company compares the risk of a default
occurring on the asset as at the reporting date with the risk of default as
Cash, Cash equivalents at the date of initial recognition. It considers available, reasonable and
and Trade receivables supportive forward-looking information (more specifically described below).
In general, it is presumed that credit risk has significantly increased since
initial recognition if the payments are more than 30 days past due. A
default on a financial asset is when the counterparty fails to make
Credit Risk contractual payments within 60 days, when they fall due. This definition of
default is determined by considering the business environment in which
entity operates and other macro-economic factors.

a. Cash and Cash Surplus cash is deposited only with banks / financial institutions with a high
Equivalents external credit rating.
Domestic sales to the Dealers are based on advance payments received
through banking channels or through inventory funding facilities availed
b. Domestic Trade by them from the banks. The Company extends limited credit to the dealers
Receivables and such extension of credit is based on dealers' credit worthiness, ability
to repay and past track record. The Company has extensive reporting and
review system to constantly monitor the outstandings.
c. Export Trade The Company's export business is mostly based on Letters of credit. Export
Receivables receivables are also covered through Insurance with ECGC Limited.
The company’s liquidity management policy involves projecting cash flows
in major currencies and considering the level of liquid assets necessary to
meet these, monitoring balance sheet liquidity ratios against internal and
external regulatory requirements and maintaining debt financing plans. The
Company works out a detailed annual operating plans to assess the fund
INR denominated requirements - both short term and long term. Detailed month wise cash
Liquidity borrowings [other than flow forecast is also carried out along with required sensitivities. Based on
Risk soft loans given by these factors adequate working capital credit limits are organised in advance.
Govt. Authorities] Company has pre-approved credit lines with various banks and these are
constantly reviewed and approved by the Board. For long term fund
requirements, Company targets various options such as rupee term loan,
external commercial borrowing, debentures etc. The Company obtains a
credit rating for the various borrowing facilities on annual basis. Company
constantly monitors the free cash flow from operations to ensure that the
borrowing is minimized.
The Company operates internationally and is exposed to foreign exchange
risk arising from foreign currency transactions. Foreign exchange risk arises
from future commercial transactions and recognised assets and liabilities
Market denominated in a currency that is not the company’s functional currency
(i) Foreign exchange (INR). The risk is measured through a forecast of highly probable foreign
Risk
currency cash flows. The Company has a forex management policy which
is duly approved by the Board. The objective of the hedges when taken is
to minimise the volatility of the INR cash flows of highly probable forecast
transactions.

196
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

35 FINANCIAL RISK MANAGEMENT - (continued)

Risk Exposure arising from Risk Parameters and Mitigation

a. Export trade The Company has a forex management policy duly approved by the Board.
receivables and The Company’s policy is to hedge most of its net currency exposure.
Import payables Company reviews the forex exposure on a regular basis and also reports
Market its adherence to the Board on a quarterly basis. The recording and reporting
Risk requirements are strictly adhered.
(continued) The Company has hedged its borrowings by covering the principal
b. Foreign currency
denominated repayments.
borrowings

The Company’s main interest rate risk arises from long-term borrowings
with variable rates, which expose the Company to cash flow interest rate
(ii) Interest rate risk. Company's policy is to maintain most of its borrowings at fixed rate
- Foreign currency using interest rate swaps to achieve this when necessary. The Company’s
denominated fixed rate borrowings are carried at amortised cost. They are therefore not
borrowings subject to interest rate risk as defined in Ind AS 107, since neither the
carrying amount nor the future cash flows will fluctuate because of a change
in market interest rates.

(A) Credit risk (except loans from financing activity covered under Note - 36)
Basis of recognition of expected credit loss provision
Rating Category Description of category Investments Loans and Trade
deposits receivables
1 High Quality Assets where the counter-party has strong
assets, negligible capacity to meet the obligations and where
credit risk the risk of default is negligible or nil.
2 Quality Assets where there is low risk of default and
assets, low where the counter-party has sufficient capacity 12 month 12 month
credit risk to meet the obligations and there has been expected expected
low frequency of defaults in the past. credit credit
losses losses
3 Standard Assets where the probability of default is
Assets, considered moderate and where the counter-
moderate party's capacity to meet the obligations is not Life time
credit risk strong. expected credit
losses
4 Substandard Assets where there has been a significant (simplified
Assets, relatively increase in credit risk since initial recognition.
approach)
high credit risk
5 Low quality Assets where there is a high probability of Life time expected
assets, very default. Also includes assets where the credit credit losses
high credit risk risk of counter-party has increased significantly
though payments may not be more than
180 days past due.
6 Doubtful Assets are written off when there is no
assets, reasonable expectation of recovery, such as
credit a debtor declaring bankruptcy or failing to
impaired engage in a repayment plan with the
Company. Where loans or receivables have
been written off, the Company continues to Asset is written off
engage in enforcement activity to attempt to
recover the receivable due. Where recoveries
are made, these are recognised in profit or
loss.

197
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
35 FINANCIAL RISK MANAGEMENT - (continued)

As at 31-03-2021
a) Expected credit loss for investments, loans and other financial assets
Carrying
Internal Asset / Asset Gross Expected Expected amount net
Particulars carrying probability of
rating group credit loss of impairment
amount default provision
Loss allowance Investments at
measured at 12 2 amortised cost 40.94 0% – 40.94
month expected Other financial
credit loss 1 assets 96.73 0% – 96.73

b) Expected credit loss for trade receivables under simplified approach

0 to 180 days More than 180
Particulars Total
past due days past due
Gross carrying amount 975.41 106.90 1,082.31
Expected loss rate – 43% –
Expected credit losses – 46.34 46.34
Carrying amount of trade receivables 975.41 60.56 1,035.97

As at 31-03-2020
a) Expected credit loss for investments, loans and other financial assets
Carrying
Internal Asset / Asset Gross Expected Expected amount net
Particulars carrying probability of
rating group credit loss of impairment
amount default provision
Loss allowance Investments at
measured at 12 2 amortised cost 54.59 0% – 54.59
month expected Other financial
credit loss 1 assets 104.58 0% – 104.58

b) Expected credit loss for trade receivables under simplified approach

0 to 180 days More than 180
Particulars Total
past due days past due
Gross carrying amount 1,420.00 56.05 1,476.05
Expected loss rate – 39% –
Expected credit losses – 21.69 21.69
Carrying amount of trade receivables 1,420.00 34.36 1,454.36

Reconciliation of loss allowance provision - Trade receivables

Loss allowance as on 01-04-2019 17.28
Changes in loss allowance 4.41
Loss allowance as on 31-03-2020 21.69
Changes in loss allowance 24.65
Loss allowance as on 31-03-2021 46.34

198
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

35 FINANCIAL RISK MANAGEMENT - (continued) Rupees in crores
(B) Liquidity risk
(i) Financing arrangements
The Company had access to the following undrawn borrowing facilities at the end of the reporting period:
Particulars As at 31-03-2021 As at 31-03-2020
Floating rate
- Expiring within one year (bank overdraft and other facilities) 1,874.20 1,043.12
- Expiring beyond one year (bank loans) – –

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Subject
to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time in INR except for
one subsidary in USD and have an average maturity ranging from 30 to 180 days.

(ii) Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their
contractual maturities for:
a) all non-derivative financial liabilities, and
b) net and gross settled derivative financial instruments for which the contractual maturities are essential for an
understanding of the timing of the cash flows.

As at 31-03-2021
Contractual Maturities of Less than 3 months to 6 months to 1 year to More than
Total
Financial Liabilities 3 months 6 months 1 year 5 years 5 years

Borrowings 1,499.09 801.89 3,349.50 5,784.82 503.14 11,938.44

Lease Liabilities 16.28 16.27 31.11 188.27 37.54 289.47
Trade payables 4,037.75 197.51 63.34 – – 4,298.60
Other financial liabilities 291.51 19.61 11.41 26.11 – 348.64
Derivatives 0.46 – – – – 0.46

As at 31-03-2020
Contractual Maturities of Less than 3 months to 6 months to 1 year to More than
Total
Financial Liabilities 3 months 6 months 1 year 5 years 5 years
Borrowings 2,281.65 639.74 3,206.93 5,104.51 122.07 11,354.90
Lease Liabilities 13.23 12.76 21.63 168.87 77.27 293.76
Trade payables 2,989.22 140.94 56.68 – – 3,186.84
Other financial liabilities 109.14 17.78 21.89 9.84 – 158.65
Derivatives 41.94 – – – – 41.94
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal
their carrying balances as the impact of discounting is not significant.

199
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

35 FINANCIAL RISK MANAGEMENT - (continued) Rupees in crores

(C) Market risk

(i) Foreign exchange risk
The company's exposure to foreign currency risk at the end of the reporting period expressed in INR, are as
follows:
Particulars As at 31-03-2021 As at 31-03-2020
Exposure in foreign currency USD EUR USD EUR
Financial assets:
Trade receivables 564.99 30.00 570.30 26.25
Investments 52.13 – 32.71 –
Derivative assets
Foreign exchange forward contracts
Sell foreign currency (1,537.09) (74.85) (1,195.95) (56.57)
Financial liabilities
Foreign currency loan 1,746.26 – 1,195.44 –
Trade payables 293.59 5.91 108.33 0.07
Derivative liabilities
Foreign exchange forward contracts
Buy foreign currency (5.37) – (0.31) (0.04)
Principal swap
Buy foreign currency (1,746.26) – (1,195.44) –

Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency
denominated financial instruments and the impact on other components of equity arises from foreign forward
exchange contracts designated as cash flow hedges.
Impact on other
Impact on profit after tax*
components of equity*
Particulars
As at As at As at As at
31-03-2021 31-03-2020 31-03-2021 31-03-2020
USD sensitivity
INR / USD increases by 10% 20.93 35.53 (110.27) (88.10)
INR / USD decreases by 10% (20.93) (35.53) 110.27 88.10
EURO sensitivity
INR / EURO increases by 10% 1.78 1.96 (5.54) (4.24)
INR / EURO decreases by 10% (1.78) (1.96) 5.54 4.24
* Holding all other variables constant
(ii) Interest rate risk
Domestic INR borrowings are based on fixed rate of interest. Normally for short term borrowings the marginal
cost of lending rate of the bank is followed. Whenever, Company resorts to short term borrowing through
Commercial Paper the rate of interest is fixed in advance. In respect of foreign currency borrowings for longer
period the interest rates are covered through interest rate swaps (IRS).
Particulars As at 31-03-2021 As at 31-03-2020
Variable rate borrowings 7,924.77 7,809.83
Fixed rate borrowings 4,013.67 3,548.53

The amounts disclosed in the table are the contractual undiscounted cash flows.
Impact on profit after tax
Sensitivity
As at 31-03-2021 As at 31-03-2020
Increase in interest rates by 100 bps (58.60) (58.57)
Decrease in interest rates by 100 bps 58.60 58.57
200
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
35 FINANCIAL RISK MANAGEMENT - (continued)

(iii) Price Risk

The company's exposure to equity securities price risk arises from investments held by the Company and
classified in the balance sheet either as fair value through OCI or at fair value through profit or loss.
To manage its price risk from investments in equity securities, the Company diversifies its portfolio. The
impact of the changes in price risk is not material.
(D) Impact of hedging activities
(i) Disclosure of effects of hedge accounting on financial position
(a) Disclosure of effects of hedge accounting on financial position as at 31-03-2021
Changes in the
Carrying amount of Changes in value of hedged
Nominal value hedging instrument
Type of hedge and risks Maturity date fair value of item used as
hedging the basis for
Assets Liabilities Assets Liabilities instrument recognising hedge
effectiveness
Cash flow hedge
Foreign exchange forward
contracts, PCFC 1,611.94 5.37 8.20 – Apr'21 to Mar'22 8.20 (8.20)
Foreign currency loan
• Principal swap – 1,746.26 8.35 – 8.35 (8.35)
Sep'21 to Oct'23
• Interest rate swap – 1,746.26 – 13.98 (13.98) 13.98

(b) Disclosure of effects of hedge accounting on financial position as at 31-03-2020

Changes in the
Carrying amount of Changes in value of hedged
Nominal value hedging instrument
Type of hedge and risks Maturity date fair value of item used as
hedging the basis for
Assets Liabilities Assets Liabilities instrument recognising hedge
effectiveness
Cash flow hedge
Foreign exchange forward
contracts, PCFC 1,252.52 0.35 – 46.95 Apr'20 to Mar'21 (46.95) 46.95
Foreign currency loan
• Principal swap – 1,195.44 57.20 – Jul'21 to Sep'23 57.20 (57.20)
• Interest rate swap – 1,195.44 – 27.07 (27.07) 27.07
(ii) Disclosure of effects of hedge accounting on financial performance:
a. for the year ended 31-03-2021:
Change in the value Hedge Amount reclassified Line item affected in
of hedging instrument ineffectiveness from cash flow statement of profit
Type of hedge
recognised in other recognised in profit hedging reserve to and loss because of
comprehensive income and loss profit or loss the reclassification
Cash flow hedge:
Revenue and
Foreign exchange (25.20) – (71.58)
Borrowing cost
risk / POS / IRS

b. for the year ended 31-03-2020:

Change in the value Hedge Amount reclassified Line item affected in
of hedging instrument ineffectiveness from cash flow statement of profit
Type of hedge
recognised in other recognised in profit hedging reserve to and loss because of
comprehensive income and loss profit or loss the reclassification
Cash flow hedge:
Revenue and
Foreign exchange (71.58) – (3.87)
Borrowing cost
risk / POS / IRS
201
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
36 FINANCIAL RISK MANAGEMENT RELATING TO LOAN RECEIVABLE FROM FINANCING ACTIVITY
Credit Risk
Credit Risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient
collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The exposure is continuously
monitored to determine significant increase in credit risk. The Company monitors the credit assessment on a portfolio
basis, assesses all credit exposures in excess of designated limits. The Company does a risk grading based upon the
credit worthiness of the borrowers. All these factors are taken into consideration for computation of ECL.
Other financial assets
Credit risk with respect to other financial assets are extremely low. Based on the credit assessment the historical trend of low
default is expected to continue. No provision for Expected Credit Loss (ECL) has been created for Other financial Assets.
Loans
The following table sets out information about credit quality of retail loan assets measured at amortised cost based on
Number of Days past due information. The amount represents gross carrying amount.
Particulars As at 31-03-2021 As at 31-03-2020
Gross Carrying value of Loans
Stage-1 (Less than 31 Days) 9,540.86 8,406.93
Stage-2 (31-90 Days) 1,481.27 869.84
Stage-3 (More than 90 Days) 423.75 370.66
Total gross carrying value on reporting date 11,445.58 9,647.43

Credit Quality
Financial services business has a comprehensive framework for monitoring credit quality of its retail and other loans
based on days past due monitoring. Repayment by individual customers and portfolio is tracked regularly and required
steps for recovery is taken through follow ups and legal recourse.
Inputs considered in the ECL model
In assessing the impairment of loans assets under ECL model, the loan assets have been segmented into three stages.
The three stages reflect the general pattern of credit deterioration of a financial instrument. The differences in accounting
between stages relate to the recognition of expected credit losses and the calculation and presentation of interest revenue.
The Company categorises loan assets into stages based on the Days Past Due status:
- Stage 1: 30 days past due
- Stage 2: 31-90 days past due
- Stage 3: more than 90 days past due
Assumptions considered in the ECL model
The financial services business has made the following assumptions in the ECL Model:
- "Loss given default" (LGD) is common for all three stages and is based on loss in past portfolio. Actual cash flows
are discounted with average rate for arriving loss rate. Effective Interest Rate (EIR) has been taken as discount rate
for all loans
Estimation Technique
The financial services business has applied the following estimation technique in its ECL model:
- "Probability of default" (PD) is applied on Stage 1 and Stage 2 on portfolio basis and for Stage 3 PD is 100%.
- Probability of default for Stage 1 loan assets is calculated as average of historical trend from Stage 1 to Stage 3 in
next 12 months.
- Probability of default for Stage 2 loan assets is calculated based on the lifetime PD as average of historical trend
from Stage 2 to Stage 3 for the remaining tenor.
- Loss given default is calculated based on discounted actual cash flow on past portfolio in default along with reversals.
There is no change in estimation techniques or significant assumptions during the reporting period.
202
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
36 FINANCIAL RISK MANAGEMENT RELATING TO LOAN RECEIVABLE FROM FINANCING ACTIVITY - (continued)
Assessment of significant increase in credit risk
When determining whether the risk of default has increased significantly since initial recognition, the financial services
business considers both quantitative and qualitative information and analysis based on the business historical experience,
including forward-looking information. The financial services business considers reasonable and supportable information
that is relevant and available without undue cost and effort.
The financial services business uses the number of days past due to classify a financial instrument in low credit risk
category and to determine significant increase in credit risk in retail. As a backstop, the financial services business
considers that a significant increase in credit risk occurs no later than when an asset is more than 30 days past due.
In accordance with the board approved moratorium policy read with the Reserve Bank of India (RBI) guidelines dated
March 27, 2020 and April 17, 2020 relating to ‘CoVID-19 – Regulatory Package’, the Company has offered moratorium
upto six months on the payment of installments falling due between March 1, 2020 and August 31, 2020 to all eligible
borrowers. The company has extended One-Time Resolution framework as for CoVID-19-related Stress to eligible
customers as per applicable RBI guidelines and as per the policy of the company. The staging classification under ECL
computation has been done based on the performance of the restructured accounts as per the revised terms and
conditions and credit risk assessment by the Company.
CoVID-19 (including second wave) has severe impact on global as well as domestic macro and micro economies,
businesses and consumers. Due to this uncertainty, Company’s assessments of impairment loss allowance on its
loans are subject to a number of management judgements and estimates. The company has followed same methodologies
and assumptions for impairment loss allowance calculations followed in earlier quarters with additional consideration
for Covid related impact and the associated support packages in the measurement of impairment loss allowance.
Since the Company’s impairment loss allowance estimates are inherently uncertain, actual results may differ from
these estimates.
Definition of default
The definition of default used for internal credit risk management purposes is based on RBI Guidelines. Under Ind AS,
Loans to be in default when it is more than 90 days past due. The financial services business considers Loans under
default as 'credit impaired'.
Impairment loss
The expected credit loss allowance provision is determined as follows:
Particulars Stage 1 Stage 2 Stage 3 Total
Gross Balance as at 31-03-2021 9,540.86 1,481.27 423.75 11,445.88
Expected Credit Loss 81.90 42.35 165.43 289.67
Expected Credit Loss Rate 0.86% 2.86% 39.04% 2.53%
Net of Impairment Provision 9,458.96 1,438.92 258.32 11,156.20

Particulars Stage 1 Stage 2 Stage 3 Total

Gross Balance as at 31-03-2020 8,406.93 869.84 370.66 9,647.43
Expected Credit Loss 39.22 9.50 143.38 192.10
Expected Credit Loss Rate 0.47% 1.09% 38.68% 1.99%
Net of Impairment Provision 8,367.71 860.34 227.28 9,455.33

203
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
36 FINANCIAL RISK MANAGEMENT RELATING TO LOAN RECEIVABLE FROM FINANCING ACTIVITY - (continued)

Reconciliation of Expected Credit Loss

Particulars Stage 1 Stage 2 Stage 3 Total
Balance as at 01-04-2019 30.99 3.42 104.61 139.02
Transfer from Stage 1 (4.92) 3.27 1.65 –
Transfer from Stage 2 0.28 (1.90) 1.62 –
Transfer from Stage 3 0.71 1.33 (2.04) –
Loans that have derecognised during the period (6.58) (0.72) (25.19) (32.49)
New Loans originated during the year 25.12 3.91 12.98 42.01
Net Remeasurement of Loss Allowance (6.38) 0.19 49.75 43.56
Balance as at 31-03-2020 39.22 9.50 143.38 192.10
Transfer from Stage 1 (9.66) 7.54 2.12 –
Transfer from Stage 2 2.44 (4.61) 2.17 –
Transfer from Stage 3 0.99 0.45 (1.44) –
Loan that have derecognised during the period (8.35) (1.43) (41.06) (50.84)
New Loans originated during the year 33.56 4.26 14.79 52.61
Net Remeasurement of Loss Allowance 23.70 26.64 45.47 95.81
Balance as at 31-03-2021 81.90 42.35 165.43 289.68

Concentration of Credit Risk

The business manages concentration of risk primarily by geographical region. The following details show the geographical
concentrations of the loans at the year end:
31-03-2021 31-03-2020
Carrying value
Concentration by geographical region in India
South 4,428.05 3,812.32
West 3,123.68 2,670.40
East 2,042.22 1,701.66
North 1,851.93 1,463.05
Total Loans as at reporting period 11,445.88 9,647.43

37 CAPITAL MANAGEMENT
(a) Risk management
The Group’s objectives when managing capital are to
• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders
and benefits for other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the following gearing ratio:
Net debt (total borrowings net of cash and cash equivalents) divided by Total ‘equity’ (as shown in the balance sheet).
The Group’s strategy is to maintain an optimum gearing ratio. The gearing ratios were as follows:
Particulars As at 31-03-2021 As at 31-03-2020
Net debt 10,356.98 10,269.86
Total equity 4,214.51 3,603.04
Net debt to equity ratio 245.75% 285.03%

204
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
37 CAPITAL MANAGEMENT - (continued)

The Company also monitors Interest coverage ratio :

Company's earnings before interest and taxes (EBIT) divided by Interest.
The Company's strategy is to maintain an optimum interest coverage ratio. The Interest coverage ratio were as
follows:
Particulars Year ended 31-03-2021 Year ended 31-03-2020
EBIT 1,703.12 1,719.96
Interest 881.49 854.54
Interest coverage ratio (times) 1.93 2.01
(b) Dividends
Particulars Year ended 31-03-2021 Year ended 31-03-2020
(i) Equity shares
Interim dividends for the year ended
31-03-2021 of $ 3.50 (31-03-2020 of
$ 3.50) per fully paid share 166.28 166.28
(ii) Dividend distribution tax – 34.18
(ii) Dividends not recognised at the end of the
reporting period – –

38 BUSINESS COMBINATION
On 7th September 2017, the Company acquired 16,20,000 (81%) equity shares of M/s. TVS Motor Services Limited,
Chennai. This would further strengthen the retail financing for the customers of the Company through its subsidiaries.
Details of the purchase consideration and goodwill are follows:
The purchase consideration of $ 1.62 Crores for this business combination is paid by cash.
Calculation of goodwill
Particulars Rupees in crores
Consideration transferred 1.62
Non-controlling interest in the acquired entity 136.05
Acquisition date fair value of previously held equity interest 0.38
Less : Net identifiable assets acquired (48.06)

Goodwill on consolidation 186.11

The goodwill is attributable to the expected synergies on acquisition of the financial services business.

Goodwill is tested for impairment on an annual basis and whenever there is an indication that goodwill may be impaired,
relying on a number of factors including operating results, business plans and future cash flows. For the purpose of
impairment testing, goodwill acquired in a business is allocated to the Group's cash generating units (CGU) or groups
of CGUs expected to benefit from the synergies arising from the business combination.

Total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and
then to the other assets of the CGU pro-rate on the basis of carrying amount of each asset in CGU. An impairment loss
on goodwill is recognized in net profit in the Consolidated Statement of Profit and Loss and is not reversed in the
subsequent period.

Company assessed impairment of goodwill based on the expected earnings growth of the acquired business.

205
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
39 EMPLOYEE BENEFIT OBLIGATIONS
Defined benefit plans as per actuarial valuation
Funded plan Unfunded plans
Gratuity Pension Leave salary
Particulars Present Fair value Present Present
value of of plan Net amount value of value of
obligation assets obligation obligation
As at 01-04-2019 113.29 (114.47) (1.18) 77.98 35.13
Current service cost 20.01 – 20.01 – –
Interest expense / (income) 8.83 (8.24) 0.59 5.94 2.77
Total amount recognised in profit or loss 28.84 (8.24) 20.60 5.94 2.77
Remeasurements
Return on plan assets, excluding amounts
included in interest expense / (income) – (1.16) (1.16) – –
(Gain) / loss from change in financial
assumptions 11.01 – 11.01 16.80 2.76
Experience (gains) / losses (3.13) – (3.13) 9.08 21.54
Total amount recognised in other
comprehensive income 7.88 (1.16) 6.72 25.88 24.30
Employer contributions – (18.68) (18.68) – –
Benefit payments (9.87) 9.87 – (0.46) (7.80)
As at 31-03-2020 140.14 (132.68) 7.46 109.34 54.40
Balance from incumbent subsidiary 0.52 – 0.52 – –
Current service cost 21.82 – 21.82 – –
Interest expense / (income) 9.15 (8.59) 0.56 5.95 3.55
Total amount recognised in profit or loss 30.97 (8.59) 22.38 5.95 3.55
Remeasurements
Return on plan assets, excluding amounts
included in interest expense / (income) – 2.15 2.15 – –
(Gain) / loss from change in financial
assumptions (3.50) – (3.50) 0.77 (1.22)
Experience (gains) / losses (6.90) – (6.90) (8.05) 19.34
Total amount recognised in other
comprehensive income (10.40) 2.15 (8.25) (7.28) 18.12
Employer contributions – (16.76) (16.76) – –
Benefit payments (7.94) 7.94 – (0.84) (6.44)
As at 31-03-2021 153.29 (147.94) 5.35 107.17 69.63

Certain companies in the Group have an obligation towards gratuity, a defined benefit retirement plan covering eligible
employees and has created an Employees' Group Gratuity Fund which has taken a Group Gratuity Assurance Scheme
with the Life Insurance Corporation of India. Company's contributions are based on actuarial valuation arrived at the
end of each year and charged to Statement of Profit and Loss .

206
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

39 EMPLOYEE BENEFIT OBLIGATIONS - (continued) Rupees in crores

The significant actuarial assumptions were as follows:

As at As at
Particulars
31-03-2021 31-03-2020
Discount rate (Gratuity) 6.1% 6.2%
Discount rate (Leave salary) 6.4% 6.2%
Discount rate (Pension) 6.0% 6.5%
Salary growth rate 6.8% 5.7%
Pre-retirement mortality rate IALM (2006-08) Ultimate
Post retirement mortality rate LIC Ann (1996-98)
Attrition rate (For Leave salary & Gratuity) 14.3% 14.0%
Attrition rate (For Pension) 0.0% 0.0%
Assumptions regarding future mortality for pension are set based on actuarial advice in accordance with published
statistics and experience. These assumptions translate into an average life expectancy in years for a pensioner retiring
at age 58.

(i) Sensitivity analysis

The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
Impact on defined benefit obligation - Gratuity
Change in assumption Increase in assumption Decrease in assumption
Particulars
Year ended Year ended Year ended
31-03-2021 31-03-2020 31-03-2021 31-03-2020 31-03-2021 31-03-2020
Discount rate 0.50% 0.50% 146.08 134.40 158.42 146.32
Salary growth rate 0.50% 0.50% 158.46 146.36 145.98 134.32
Mortality 5.00% 5.00% 152.03 140.14 151.98 140.28

Impact on defined benefit obligation - Pension

Change in assumption Increase in assumption Decrease in assumption
Particulars
Year ended Year ended Year ended
31-03-2021 31-03-2020 31-03-2021 31-03-2020 31-03-2021 31-03-2020
Discount rate 1.00% 1.00% 94.66 96.60 122.46 124.78
Salary growth rate 1.00% 1.00% 122.99 125.37 85.04 95.97
Mortality 5.00% 5.00% 106.22 108.39 108.27 110.19

Impact on defined benefit obligation - Leave salary

Change in assumption Increase in assumption Decrease in assumption
Particulars
Year ended Year ended Year ended
31-03-2021 31-03-2020 31-03-2021 31-03-2020 31-03-2021 31-03-2020
Discount rate 0.50% 0.50% 67.50 52.70 71.92 56.20
Salary growth rate 0.50% 0.50% 71.93 56.21 67.47 52.68
Mortality 5.00% 5.00% 69.64 54.39 69.63 54.39

207
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

39 EMPLOYEE BENEFIT OBLIGATIONS - (continued)

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant.
In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the
sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the
defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been
applied as when calculating the defined benefit liability recognised in the balance sheet.

(ii) Risk exposure

Through its defined benefit plans, the Group is exposed to a number of risks, the most significant of which are detailed
below:
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets
underperform this yield, this will create a deficit.
Changes in bond: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an yield
increase in the value of the plans’ bond holdings.
Inflation risks: In the pension plans, the pensions in payment are not linked to inflation, so this is a less material risk.
Life expectancy: The pension obligations are to provide benefits for the life of the member, so increases in life expectancy
will result in an increase in the plans’ liabilities. This is particularly significant where inflationary increases result in higher
sensitivity to changes in life expectancy.

(iii) Defined contribution plans:

The Company's contribution to defined contribution plan i.e., provident fund of $ 37.81 crores (previous year
$ 36.49 crores) has been recognised in the Statement of Profit and Loss

208
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

40 RELATED PARTY DISCLOSURE

(a) (i) Related parties and their relationship where control exists
Holding company:
Sundaram-Clayton Limited, Chennai
Ultimate holding company:
T V Sundram Iyengar & Sons Private Limited, Madurai
Subsidiaries:
Sundaram Auto Components Limited, Chennai
TVS Housing Limited, Chennai
TVS Motor Services Limited, Chennai
TVS Credit Services Limited, Chennai
Harita Collection Services Private Limited, Chennai
Harita ARC Services Private Limited, Chennai
TVS Micro Finance Private Limited, Chennai
TVS Commodity Financial Solutions Private Limited, Chennai
TVS Two Wheeler Mall Private Limited, Chennai
TVS Housing Finance Private Limited, Chennai
TVS Motor (Singapore) Pte. Limited, Singapore
TVS Motor Company (Europe) B.V, Amsterdam
PT. TVS Motor Company Indonesia, Jakarta
Sundaram Holding USA Inc, USA
Green Hills Land Holding LLC, USA
Component Equipment Leasing LLC, USA
Sundaram-Clayton USA LLC, USA
Premier Land Holding LLC, USA
The Norton Motorcycle Co. Ltd, UK (Formerly known as Project 303 Bidco Limited)
Intellicar Telematics Private Limited, Bengaluru
Associate companies:
Emerald Haven Realty Limited, Chennai
Ultraviolette Automotive Private Limited, Bengaluru
Tagbox Solutions Private Limited, Bengaluru
Predictronics Corporation, USA
Tagbox PTE Ltd, Singapore
Altizon Inc., USA
Scienaptic Systems Inc., USA

(ii) Other related parties and their relationship where transaction exists:
Fellow subsidiaries:
TVS Electronics Limited, Chennai
Southern Roadways Private Limited, Madurai
Sundaram Industries Private Limited, Madurai
Lucas-TVS Limited, Chennai
Lucas Indian Service Limited, Chennai
TVS Auto Assist (India) Limited, Chennai
TVS Lanka Private Limited, Colombo

209
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

40 RELATED PARTY DISCLOSURE - (continued)

Associate / Joint venture of holding / ultimate holding / fellow subsidiary company:

Brakes India Private Limited, Chennai
TVS Srichakra Limited, Madurai
Wheels India Limited, Chennai
Sundram Fasteners Limited, Chennai
India Nippon Electricals Limited, Chennai
Sundaram Brake Linings Limited, Chennai
TVS Auto Bangladesh Limited, Dhaka
TVS Supply Chain Solutions Limited, Madurai
Subsidiaries of associate / joint venture of holding / ultimate holding / fellow subsidiary company:
TVS Upasana Limited, Chennai
TVS Dynamic Global Freight Services Limited, Chennai
Enterprises in which directors are interested:
TVS Organics Private Limited, Chennai
Dua Associates, Delhi
Dua Consulting Private Limited, Delhi
McCann-Erickson (India) Private Limited, Delhi
Lakshmi Energy and Environment Design Private Limited, Coimbatore
Harita Techserv Private Limited, Chennai
Key Management Personnel:
Executive Directors:
Mr. Venu Srinivasan, Chairman & Managing Director
Mr. Sudarshan Venu, Joint Managing Director
Mr. K.N.Radhakrishnan, Director and CEO
Non-executive Directors:
Independent Directors:
Mr. T.Kannan
Mr. C.R.Dua
Mr. Prince Asirvatham
Mr. R.Gopalan
Mr. Hemant Krishan Singh
Mrs. Lalita D. Gupte
Mr. Kuok Meng Xiong (w.e.f. 24th March 2021)
Non-Independent Directors:
Prof. Sir Ralf Dieter Speth (w.e.f. 24th March 2021)
Mr. H.Lakshmanan
Dr. Lakshmi Venu
Mr. Rajesh Narasimhan (Upto 24th March 2021)
Enterprise in which key management personnel and their relative have significant influence:
Harita-NTI Limited, Chennai

210
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
As at/ As at/
Year ended Year ended
31-03-2021 31-03-2020
40 RELATED PARTY DISCLOSURE – (continued)
(b) Transactions with related parties:
(i) Purchase of goods
- ultimate holding company
TV Sundram Iyengar & Sons Private Limited, Madurai 0.38 0.63
- holding company
Sundaram-Clayton Limited, Chennai 305.41 361.19
- fellow subsidiaries
TVS Electronics Limited, Chennai 0.01 0.26
Sundaram Industries Private Limited, Madurai 0.04 0.03
Lucas-TVS Limited, Chennai 136.37 174.20
Lucas Indian Service Limited, Chennai 8.34 7.54
- associate / joint venture of holding / ultimate holding /
fellow subsidiary company
Brakes India Private Limited, Chennai 22.92 32.47
TVS Srichakra Limited, Madurai 374.06 473.35
Wheels India Limited, Chennai 0.20 14.77
Sundram Fasteners Limited, Chennai 43.15 59.28
India Nippon Electricals Limited, Chennai 326.25 296.15
Sundaram Brake Linings Limited, Chennai 8.10 10.78
- subsidiaries of associate / joint venture of holding / ultimate holding /
subsidiary / fellow subsidiary company
TVS Upasana Limited, Chennai 16.35 16.41
- enterprises over which key management personnel and their
relative have significant influence
Harita-NTI Limited, Chennai 1.71 1.17
- enterprises in which directors are interested
TVS Organics Private Limited, Chennai 0.28 0.87
(ii) Sale of goods
- ultimate holding company
TV Sundram Iyengar & Sons Private Limited, Madurai 360.58 367.49
- fellow subsidiary company
Lucas-TVS Limited, Chennai 0.52 1.16
TVS Lanka Private Limited, Colombo 12.84 213.54
- associate / joint venture of holding / ultimate holding /
fellow subsidiary company
TVS Auto Bangladesh Limited, Dhaka 540.49 588.29
(iii) Purchase of assets
- ultimate holding company
TV Sundram Iyengar & Sons Private Limited, Madurai – 1.53
- fellow subsidiaries
TVS Electronics Limited, Chennai 0.15 –
- associate / joint venture
Tagbox Solutions Private Limited 1.01 –
- associate / Joint venture of holding / ultimate holding /
fellow subsidiary company
India Nippon Electricals Limited, Chennai – 0.44
- enterprises in which directors are interested
Lakshmi Energy and Environment Design Private Limited, Coimbatore – 0.07

211
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
As at/ As at/
Year ended Year ended
40 RELATED PARTY DISCLOSURE – (continued) 31-03-2021 31-03-2020
(iv) Sale of Land
- associate company
Emerald Haven Realty Limited, Chennai 0.25 0.56
(v) Rendering of services (including interest and reimbursements received)
- holding company
Sundaram-Clayton Limited, Chennai 6.95 6.36
- fellow subsidiaries
Southern Roadways Private Limited, Madurai 0.01 0.01
Lucas-TVS Limited, Chennai 0.01 0.01
Lucas Indian Service Limited, Chennai 0.01 0.01
- associate / joint venture of holding / ultimate holding /
fellow subsidiary company
Brakes India Private Limited, Chennai – 0.01
TVS Supply Chain Solutions Limited, Madurai – 0.89
Wheels India Limited, Chennai – 0.01
India Nippon Electricals Limited, Chennai 0.01 0.14
TVS Srichakra Limited, Madurai 0.01 0.01
Sundram Fasteners Limited, Chennai 0.01 0.10
Sundaram Brake Linings Limited, Chennai 0.01 0.01
- subsidiaries of associate / joint venture of holding / ultimate holding /
fellow subsidiary company:
TVS Upasana Limited, Chennai 0.01 0.14
- associate company
Emerald Haven Realty Limited, Chennai 0.07 0.13
(vi) Availing of services (includes sub-contract charges paid)
- ultimate holding company
TV Sundram Iyengar & Sons Private Limited, Madurai 0.25 0.20
- holding company
Sundaram-Clayton Limited, Chennai 62.52 52.24
- fellow subsidiaries:
TVS Electronics Limited, Chennai 1.90 1.52
Southern Roadways Private Limited, Madurai 2.56 2.29
TVS Auto Assist (India) Limited, Chennai – 2.71
TVS Training and Services Limited, Chennai 0.11 –
Lucas-TVS Limited, Chennai 0.14 0.14
- associate / joint venture
Tagbox Solutions Private Limited, Bengaluru 0.32 –
Emerald Haven Realty Limited, Chennai 0.01 0.01
Predictronics Corporation, USA 0.11 –
- associate / joint venture of holding / ultimate holding /
fellow subsidiary company
TVS Supply Chain Solutions Limited, Madurai 96.84 82.69
Wheels India Limited, Chennai – 0.01
- subsidiaries of associate / joint venture of holding / ultimate holding /
fellow subsidiary company
TVS Dynamic Global Freight Services Limited, Chennai 100.40 119.28
- enterprises in which directors are interested
Dua Associates, Delhi 0.18 0.06
Dua Consulting Private Limited, Delhi 5.30 4.79
McCann-Erickson (India) Private Limited, Delhi 3.91 4.10
Lakshmi Energy and Environment Design Private Limited, Coimbatore 0.07 –
Harita Techserv Private Limited, Chennai 3.50 2.63
212
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
As at/ As at/
Year ended Year ended
31-03-2021 31-03-2020
40 RELATED PARTY DISCLOSURE – (continued)
(vii) Investments made during the year
- associate / joint venture
Ultraviolette Automotive Private Limited, Bengaluru 30.00 5.00
Tagbox Solutions Private Limited, Bengaluru – 11.18
Tagbox PTE Ltd, Singapore – 15.42
Predictronics Crop., USA – 22.36
Altizon Inc., USA 7.13 –
Scienaptic Systems Inc., USA 14.30 –
(viii) Trade advance given
- associate company
Ultraviolette Automotive Private Limited, Bengaluru 3.40 2.00
(ix) Remuneration to Key Management Personnel:
Short-term employee benefits 52.71 47.89
Post-employment benefits 0.22 0.22
(x) Remuneration to relative to Key Management Personnel
Short-term employee benefits 0.29 0.35
(xi) Dividend paid to holding company
Sundaram-Clayton Limited, Chennai 57.27 95.44
(xii) Dividend paid to Key Management Personnel 0.55 0.92
(xiii) Contributions to post employment benefit plans:
TVS Motor Company Employees' Gratuity Fund 10.84 14.38
TVS Motor Company Employees' Provident Fund 47.52 45.78
(Including Employee and Employer Contributions)
(c) Balances with related parties:
(i) Trade receivables / Other current assets
- ultimate holding company
T V Sundram Iyengar & Sons Private Limited, Madurai 8.11 79.50
- fellow subsidiary company
TVS Lanka Private Limited, Colombo 6.91 11.29
- associate company
Ultraviolette Automotive Private Limited, Bengaluru – 2.00
Emerald Haven Realty Limited, Chennai 0.76 –
- associate / joint venture of holding / ultimate holding /
fellow subsidiary company
TVS Auto Bangladesh Limited, Dhaka 190.79 95.65
(ii) Trade payables
- holding company
Sundaram-Clayton Limited, Chennai 43.99 20.70
- fellow subsidiaries
Lucas-TVS Limited, Chennai 27.53 24.81
Lucas Indian Service Limited, Chennai 1.43 1.34
Southern Roadways Private Limited, Madurai 0.02 0.16
Sundaram Industries Private Limited, Madurai – 0.01
TVS Electronics Limited, Chennai 0.03 0.05
213
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
As at/ As at/
Year ended Year ended
31-03-2021 31-03-2020
40 RELATED PARTY DISCLOSURE – (continued)
- associate / joint venture
Tagbox Solutions Private Limited, Bengaluru 0.09 –
Emerald Haven Realty Limited, Chennai – 0.23
Predictronics Corporation, USA 0.11 –
- associate / joint venture of holding / ultimate holding /
fellow subsidiary company
Brakes India Private Limited, Chennai 5.48 6.66
TVS Srichakra Limited, Madurai 53.31 55.97
Wheels India Limited, Chennai – 1.53
India Nippon Electricals Limited, Chennai 57.15 54.56
Sundaram Brake Linings Limited, Chennai 1.85 1.29
Sundram Fasteners Limited, Chennai 7.74 8.20
TVS Supply Chain Solutions Limited 8.30 5.11
- subsidiaries of associate / joint venture of holding / ultimate holding /
fellow subsidiary company
TVS Dynamic Global Freight Services Limited, Chennai 7.38 8.65
TVS Upasana Limited, Chennai 2.42 2.05
- enterprises in which directors are interested
Dua Consulting Private Limited, Delhi 0.27 –
TVS Organics Private Limited, Chennai 0.01 0.01
McCann-Erickson (India) Private Limited, Delhi 0.13 –
Lakshmi Energy and Environment Design Private Limited, Coimbatore 0.14 0.21
Harita Techserv Private Limited, Chennai 0.42 0.37
- enterprise over which key management personnel and
their relative have significant influence (Harita-NTI Limited, Chennai) 0.17 0.21

41 REVENUE FROM CONTRACTS WITH CUSTOMERS

A Disaggregated revenue:
Revenue from contracts with customers are disaggregated into categories that depict how the nature, amount, timing and uncertainty of
revenue and cash flows are affected by economic factors. The Group identifies the product lines, amongst others to indicate the factors
as mentioned above. The details of revenue from contracts with customers on the basis of various product lines are as under:
For the year ended For the year ended
Sl. No. Particulars
31-03-2021 31-03-2020
(a) Type of goods or service
1. Sale of Products - Automobiles 15,055.10 14,554.54
2. Sale of Products - Parts and accessories 1,736.87 1,659.22
3. Sale of Products - Automotive components & Others 223.43 253.93
4. Services - IT Services & Others 5.25 15.05
5. Services - Royalty 10.25 16.77
6. Interest Income of financial enterprises 2,041.82 1,821.51
19,072.72 18,321.02
(b) Geographical markets
(i) Domestic 14,516.16 13,945.87
(ii) Exports 4,556.56 4,375.15
19,072.72 18,321.02
B The Group operates in the segments of automotive vehicle and its parts, Automotive components and financial services.
The information provided above is in line with the segmental information provided under Ind AS 108 in Note. 47
214
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
41 REVENUE FROM CONTRACTS WITH CUSTOMERS – (continued)
C Reconciliation of contracts with customers:
Movement of contract liabilities for the reporting period given below:
For the year ended For the year ended
Particulars
31-03-2021 31-03-2020
Contract Liabilities at the beginning of the period 136.67 64.49
Add / (Less) :
Consideration received during the year as advance 176.29 136.67
Revenue recognized from contract liability (136.67) (64.49)
Contract Liabilities at the end of the period 176.29 136.67

Payment is received in advance towards contracts entered with customers, and is recognised as a contract liability. As and when
the performance obligation is met the same is recognized as revenue.

D Transaction price allocated to the remaining performance obligations:

The Group's contracts with customers are short term(i.e.,the performance obligations are expected to be met within one year or
less). Therefore, taking the practical expedient, the details on transaction price allocated to the remaining performance obligations
are not disclosed.
E Reconciliation of revenue with contract price:
For the year ended For the year ended
Sl. No. Particulars
31-03-2021 31-03-2020
(i) Contract price 17,745.63 17,199.02
(ii) Adjustments:
Incentive schemes 394.55 369.89
Transport cost 320.18 329.62
(iii) Revenue from sale of products and services (Refer Note 26) 17,030.90 16,499.51

As at/ As at/
Year ended Year ended
31-03-2021 31-03-2020
42 EARNINGS PER SHARE
Profit after tax attributable to owners 594.26 624.62
Number of equity shares 47,50,87,114 47,50,87,114
Face value of the share (in $) 1.00 1.00
Weighted average number of equity shares 47,50,87,114 47,50,87,114
Basic and diluted earnings per share for continued operations (in $) 12.51 13.15
Basic and diluted earnings per share for discontinued operations (in $) – –
Basic and diluted earnings per share for continued and discontinued operations (in $) 12.51 13.15

43 WARRANTY PROVISION
Opening balance 38.04 29.15
Add: Provision for the year (Net) 48.88 38.04
86.92 67.19
Less: Payments / debits (Net) 38.04 29.15
Closing balance 48.88 38.04

215
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores
As at/ As at/
Year ended Year ended
31-03-2021 31-03-2020
44 PAYMENT TO AUDITORS COMPRISES
As statutory auditors 2.01 1.76
Taxation matters 0.32 0.32
Certification matters 0.27 0.27
Other matters 0.14 0.45
2.74 2.80
Miscellaneous expenses include travel and stay expenses of auditors 0.19 0.14
2.93 2.94
45 CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR
(a) Claims against the company not acknowledged as debts:
(i) Excise 53.37 52.99
(ii) Service tax 9.66 9.66
(iii) Customs 40.63 1.36
(iv) Sales tax 2.00 2.00
(v) Income tax 46.06 43.71
(vi) GST 2.82 2.82
(vii) Legal cases filed by customer 1.23 1.64
The future cash flows on the above items are determinable only on receipt
of the decisions / judgments that are pending at various forums /
authorities. The Company does not expect the outcome of these
proceedings to have a materially adverse effect on its financial results.

(b) Other money for which the Company is contingently liable:

(i) On bills discounted with banks 212.18 70.61
(ii) On factoring arrangements – 2.09
(c) Commitments:
(i) Estimated amount of contracts remaining to be executed on
capital account and not provided for 233.19 237.47
(ii) On investments 5.12 9.79
(ii) Undrawn loans sanctioned to customers by financial enterprise 22.89 1.99

46 CORPORATE SOCIAL RESPONSIBILITY

(a) Gross amount required to be spent during the year is $ 21.12 crores (last year $ 20.15 crores)
(b) Amount spent during the year:

Sl.No. Particulars in cash Yet to be paid in cash 31-03-2021 31-03-2020

1 Construction / acquisition of any asset – – – –
2 Other than the above 22.71 – 22.71 45.96*
* included in other expenses - $ 20.96 crores and in exceptional items - $ 25.00 crore

216
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

Rupees in crores

47 SEGMENT INFORMATION
For the year ended 31-03-2021
Business Segment
Particulars Automotive Automotive Financial
Others Total
vehicles & parts components services
Revenue
External sales - domestic 12,295.73 224.06 2,238.59 2.06 14,760.44
- exports 4,660.38 – – – 4,660.38
Inter segment sales – 238.79 – – 238.79
Total sales 16,956.11 462.85 2,238.59 2.06 19,659.61
Less: Inter segment sales – 238.79 – – 238.79
Net revenue 16,956.11 224.06 2,238.59 2.06 19,420.82
Segment-wise results
before interest and tax 883.87 (7.11) 104.54 0.13 981.43
Less: interest 138.62 9.73 3.68 0.02 152.05
Profit before tax 745.25 (16.84) 100.86 0.11 829.38
Less: Tax expenses 213.42 (6.59) 8.27 (0.97) 214.13
Profit after tax 531.83 (10.25) 92.59 1.08 615.25
Share of profit of Associates – – – (7.75) (7.75)
Profit / Loss for the period 531.83 (10.25) 92.59 (6.67) 607.50
Segment assets 8,258.14 1,209.13 12,492.93 32.49 21,992.69
Segment liabilities 6,430.55 608.30 10,731.43 7.90 17,778.18
Segment depreciation / amortisation 519.70 24.33 19.92 0.87 564.82

For the year ended 31-03-2020

Business Segment
Particulars Automotive Automotive Financial
Others Total
vehicles & parts components services
Revenue
External sales- domestic 12,226.70 257.97 1,989.64 0.63 14,474.94
- exports 4,374.37 – – – 4,374.37
Inter segment sales – 270.63 – – 270.63
Total sales 16,601.07 528.60 1,989.64 0.63 19,119.94
Less: Inter segment sales – 270.63 – – 270.63
Net revenue 16,601.07 257.97 1,989.64 0.63 18,849.31
Segment-wise results before
interest and tax 810.60 17.06 201.07 0.02 1,028.75
Less: interest 145.40 7.81 1.53 – 154.74
Profit before tax 665.20 9.25 199.54 0.02 874.01
Less: Tax expenses 161.42 1.54 55.65 0.01 218.62
Profit after tax 503.78 7.71 143.89 0.01 655.39
Share of profit of Associates – – – (8.59) (8.59)
Profit / Loss for the period 503.78 7.71 143.89 (8.58) 646.80
Segment assets 7,611.51 1,196.94 10,546.62 3.75 19,358.82
Segment liabilities 6,141.54 645.28 8,966.06 2.90 15,755.78
Segment depreciation / amortisation 511.14 24.76 20.10 – 556.00
Notes: The Company and its Indian subsidiaries cater mainly to the needs of the domestic market.
There are no reportable geographical segments.
217
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Notes to the Financial Statements - (continued)

48 ADDITIONAL INFORMATION ON NET ASSETS AND SHARE OF PROFITS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31-03-2021
Net Assets Share in Share in other Share in total
(Total Assets - profit or (loss) comprehensive comprehensive
Total Liabilities) income income
Name of the entity As % of As % of
As % of Amount As % of Amount consolidated Amount consolidated Amount
consolidated $ in consolidated $ in other comp- $ in total comp- $ in
net assets crores profit or loss crores rehensive crores rehensive crores
income income

Parent
TVS Motor Company Limited 21.28% 896.85 102.85% 611.21 91.90% 107.09 101.06% 718.30

Subsidiaries - Indian
Sundaram Auto Components Limited 2.27% 95.78 (1.04%) (6.20) 2.78% 3.24 (0.42%) (2.96)
TVS Credit Services Limited 26.20% 1,104.11 16.42% 97.56 (6.31%) (7.35) 12.69% 90.21
TVS Motor Services Limited 6.39% 269.48 (0.84%) (4.97) 1.33% 1.55 (0.48%) (3.42)
TVS Housing Limited 0.02% 0.88 0.00% 0.02 0.00% – 0.00% 0.02
Intellicar Telematics Private Limited 0.56% 23.71 0.18% 1.06 0.03% 0.03 0.15% 1.09

Subsidiaries - Foreign
TVS Motor (Singapore) Pte Limited 0.95% 40.23 (4.11%) (24.42) 4.31% 5.02 (2.73%) (19.40)
TVS Motor Company Europe B.V. 0.02% 0.64 (0.11%) (0.65) (0.03%) (0.03) (0.10%) (0.68)
PT. TVS Motor Company Indonesia 6.80% 286.46 3.65% 21.70 6.47% 7.54 4.11% 29.24
Sundaram Holdings USA Inc. 11.98% 505.05 (0.68%) (4.05) (13.52%) (15.76) (2.79%) (19.81)
The Norton Motorcycle Co. Ltd, 7.49% 315.69 (12.79% (76.01) 12.35% 14.39 (8.67%) (61.62)
Non-controlling Interest in all subsidiaries 9.20% 387.91 (2.23% (13.24) 0.68% 0.79 (1.75%) (12.45)

Investment as per the equity method

Associates - Indian
Emerald Haven Realty Limited 2.57% 108.26 (0.77%) (4.57) 0.02% 0.02 (0.64%) (4.55)
Ultraviolette Automotive Private Limited 1.06% 44.56 (0.06%) (0.37) (0.05%) (0.37)
Tag Box Solutions Private Limited 0.27% 11.41 0.01% 0.04 0.01% 0.04

Associates - Foreign
Predictronics Corp 0.49% 20.57 (0.18%) (1.09) (0.15%) (1.09)
Tag Box Pte limited 0.36% 15.01 0.10% 0.58 0.08% 0.58
Scienaptic System Inc., 1.49% 62.68 (0.36%) (2.13) (0.30%) (2.13)
Altizon Inc., 0.60% 25.13 (0.04%) (0.21) (0.03%) (0.21)
Total 100.00% 4,214.51 100.00% 594.26 100.00% 116.53 100.00% 710.79

218
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

49 BORROWING COST CAPITALISED

Borrowing cost capitalised during the year $ 30.65 Cr (Last year $ 23.68 Cr)
Interest rates used for capitalization:
- 3 Month USD LIBOR plus Margin for of borrowing cost of $ 12.26 Cr;
- weighted average interest rate of 7.9% for borrowing cost of $ 6.89 Cr;
- interest rate of $ 3.75% for borrowing cost of $ 11.50 Cr.

50 LABOUR CODE - TRANSITION RELATED

The Code on Social Security, 2020 which received the President’s assent on 28th September 2020 subsumes nine laws
relating to Social security, retirement and employee benefits, including the Provident Fund and Gratuity. The effective
date of the Code and rules thereunder are yet to be notified. The impact of the changes, if any, will be assessed and
recognised post notification of the relevant provisions.

51 Previous year's figures have been regrouped wherever necessary to conform to the current year's classificaton.

VENU SRINIVASAN SUDARSHAN VENU H. LAKSHMANAN As per our report annexed

Chairman & Managing Director Joint Managing Director Director For V. Sankar Aiyar & Co.
Chartered Accountants
Firm Regn. No.: 109208W
K.N.RADHAKRISHNAN K. GOPALA DESIKAN K.S. SRINIVASAN
Director & Chief Executive Officer Chief Financial Officer Company Secretary S. VENKATARAMAN
Partner
Place : Chennai Membership No.: 023116
Date : 27th April 2021

219
 Annexure

220
Form AOC - I
Statement containing salient features of the financial statement of subsidiaries / associate companies
(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Part "A": Subsidiaries
Information in respect of each subsidiary Rupees in crores
Indian Subsidiaries

Harita TVS TVS

Sundaram TVS TVS Motor Intellicar TVS Credit TVS Two- TVS Micro Harita ARC Collection Commodity Housing
Sl.No. Particulars Auto Housing Services Telematics Services Wheeler Finance Private Services Financial Finance
Components Limited Limited Private Limited Mall Private Private Limited Private Solutions Private
Limited Limited Limited Limited Limited Private Limited
Limited
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
1. Date on which subsidiary
was acquired 01-04-2003 21-06-2010 07-09-2017 31-12-2020 07-09-2017 07-09-2017 07-09-2017 07-09-2017 07-09-2017 07-09-2017 08-09-2017

2. Reporting period 01-04-2020 to 31-03-2021

Reporting currency Indian Rupees

3.
Closing Exchange rate – – – – – – – – – – –

4. Share capital 44.57 0.05 53.63 0.06 191.94 0.0025 0.0025 0.0025 0.0025 0.0025 12.00

5. Reserves & Surplus 374.24 0.83 10.41 (2.93) 1,371.77 (0.0094) (0.0091) (0.0096) (0.0094) (0.0096) 1.72

6. Total assets 729.31 3.47 206.53 10.06 12,225.86 0.0024 0.0024 0.0024 0.0025 0.0024 13.72

7. Total Liabilities 310.50 2.59 142.49 12.93 10,662.15 0.0093 0.009 0.0095 0.0094 0.0095 –

8. Investments 320.52 – 19.53 – 12.01 – – – – – –

9. Turnover 462.69 0.32 0.03 3.07 2240.94 – – – – – 0.79

10. Profit before taxation (19.08) 0.03 (5.32) 0.90 105.41 (0.0029) (0.0027) (0.0031) (0.0029) (0.0031) 0.79
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

11. Provision for taxation (6.59) 0.01 (0.35) (0.98) 8.42 – – – – – 0.20

12. Profit after taxation (12.49) 0.02 (4.97) 1.88 96.99 (0.0029) (0.0027) (0.0031) (0.0029) (0.0031) 0.59

13. Proposed Dividend – – – – – – – – – – –

14. % of shareholding 100 100 100 100 85.09 85.09 85.09 85.09 85.09 85.09 85.09
 Annexure
Form AOC - I - (continued)
Statement containing salient features of the financial statement of subsidiaries / associate companies
(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Part "A": Subsidiaries
Information in respect of each subsidiary Rupees in crores
Foreign Subsidiaries
PT TVS Motor Company TVS Motor Company TVS Motor (Singapore) Sundaram Holding The Norton Motorcycle Co.
Sl.No. Particulars Limited (Formerly Project
Indonesia (Europe) B.V. Pte. Ltd USA Inc#
303 Bidco Limited)

(12) (13) (14) (15) (16)

1. Date on which subsidiary was acquired 05-09-2005 21-07-2005 21-10-2005 09-09-2015 03-04-2020
2. Reporting period 01-04-2020 to 31-03-2021
Reporting currency IDR USD SGD USD GBP
3.
Closing Exchange rate INR 0.503 / IDR 100 INR 73.11/USD INR 54.35/SGD INR 73.11/USD INR 100.75/GBP
4. Share capital 906.08 126.52 922.20 471.91 353.50
5. Reserves & Surplus (735.09) (125.88) (131.67) 12.86 (61.58)
6. Total assets 539.76 0.68 870.50 782.71 386.02
7. Total Liabilities 368.77 0.04 79.97 297.94 94.10
8. Investments – – 734.61 – –
9. Turnover 398.37 – 33.66 3.43 7.29
10. Profit before taxation 21.70 (0.65) (24.42) (4.05) (75.97)
11. Provision for taxation – – – – –
12. Profit after taxation 21.70 (0.65) (24.42) (4.05) (75.97)
13. Proposed Dividend – – – – –
14. % of shareholding 100 100 100 67.72 100
#
The figures include the consolidation of its subsidiaries viz, Green Hills Land Holding LLC, Component Equipment Leasing LLC, Sundaram-Clayton USA LLC and Premier Land
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Holding LLC, all located at South Carolina, USA.

Notes:
1. Subsidiaries which are yet to commence operations:(1) TVS Two Wheeler Mall Private Ltd, (2) TVS Micro Finance Private Ltd, (3) Harita ARC Private Ltd, (4) Harita Collection Services
Private Ltd, (5) TVS Commodity Financial Solutions Private Ltd, (6) TVS Housing Finance Private Ltd and (7) Sundaram Holding USA Inc.(8) The Norton Motorcycle Co. Limited.

221
2. Subsidiaries which have been liquidated or sold during the year - Nil.
 Annexure

222
Form AOC - I - (continued)
Statement containing salient features of the financial statement of subsidiaries / associate companies
(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Part "B": Associates
Rupees in crores
Sl.No. Particulars Emerald Haven Ultraviolette Auto- Tagbox Solutions Predictronics Tagbox Pte Scienaptic Altizon
Realty Limited motive Private Limited Private Limited Corp Limited Systems Inc.* Inc*
1. Latest audited Balance Sheet Date 31-03-2021 31-12-2020 31-03-2021
2. Date on which the Associate was acquired /
26-03-2012 09-08-2018 08-05-2019 17-08-2019 08-05-2019 28-09-2020 01-02-2021
the entity became Associate
3. Shares of Associate held by the company on the year end
(i) No. of shares 11,12,19,512 23,227 4,29,693 24,827 2,43,243 28,05,357 8,06,429
(ii) Amount of investment in Associates / Joint Venture 111.22 46.00 11.09 22.36 15.42 64.81 25.34
(iii) Extent of holding % 48.80 29.48 23.50 23.49 24.32 21.72 20.0
4. Description of how there is significant influence Holding more than 20% of share capital Subsidiary holding more than or equal to 20% of share capital
5. Reason why the associate/joint venture is not consolidated Not Applicable
6. Net worth attributable to Shareholding as per latest audited
Balance Sheet 108.26 44.56 11.41 20.57 15.01 62.68 25.13

7. Profit / Loss for the year:

(i) Considered in consolidation (4.57) (0.37) 0.04 (1.09) 0.58 (2.13) (0.21)
(ii) Not considered in consolidation Not Applicable
* Unaudited financial statement
Note :
1. Associates which are yet to commence operations - Ultraviolette Automotive Private Limited, Bengaluru.
2. Associates which have been liquidated or sold during the year - Nil.

VENU SRINIVASAN SUDARSHAN VENU H. LAKSHMANAN As per our report annexed

Chairman & Managing Director Joint Managing Director Director For V. Sankar Aiyar & Co.
CONSOLIDATED FINANCIAL STATEMENTS OF TVS MOTOR COMPANY LIMITED

Chartered Accountants
Firm Regn. No.: 109208W
K.N.RADHAKRISHNAN K. GOPALA DESIKAN K.S. SRINIVASAN
Director & Chief Executive Officer Chief Financial Officer Company Secretary S. VENKATARAMAN
Partner
Place : Chennai Membership No.: 023116
Date : 27th April 2021