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Updated:19 Dec, 2014, 15:56 PM IST

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Updated:19 Dec, 2014, 15:57 PM IST

Directors' report

To the Shareholders

The directors have pleasure in presenting the twenty–second annual report and the audited accounts for the year ended 31st March 2014.

1. COMPANY PERFORMANCE

Despite a challenging macro economic environment and intense competitive landscape, the Company sold 19.9 lakh two wheelers in line with last year. Motorcycle sales increased by 4% and scooters by 6%. Moped sales marginally declined mainly due to poor monsoon and decline of two wheeler sales in Tamilnadu. Three–wheeler sales of the Company increased by 63% in 2013–14. Sale of spare parts grew by 18%.

TVS Jupiter, the newly launched scooter bagged seven awards acclaiming its superiority over competitive products.

The Company's total revenue including other income increased to Rs.7,992.06 Cr in the current year from Rs.7,193.09 Cr in the previous year. Profit before tax and exceptional items (PBT) for the year 2013–14 significantly increased to Rs.351.26 Cr compared to Rs.254.42 Cr of the previous year. Similarly Profit after tax (PAT) for the year 2013–14 increased to Rs.261.63 Cr from Rs.116.02 Cr of the previous year, after taking into account the extra–ordinary and exceptional items.

3. DIVIDEND

The board of directors (the board) at their meeting held on 25th October 2013, declared a first interim dividend of Re.0.65 per share (65%) for the year 2013–14 absorbing a sum of Rs.36.13 Cr including dividend distribution tax. The same was paid to the shareholders on 5th November 2013.

The board at its meeting held on 29th April 2014 declared a second interim dividend of Re.0.75 per share (75%) for the year 2013–14 absorbing a sum of Rs.41.19 Cr including dividend distribution tax. The same will be paid to the shareholders on or after 9th May 2014. Hence, the total amount of dividend including the second interim dividend payable, for the year ended 31st March 2014 will aggregate to Rs.1.40 per share (140%) on 47,50,87,114 equity shares of Re.1/– each.

The board does not recommend any further dividend for the year under consideration.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS

Two wheeler industry continued to grow below the long term trend. The industry recovered marginally to 7% in 2013–14 from a low growth of 2% in 2012–13.

Macro economic environment continued to remain weak. Depressed economic sentiments coupled with high price levels and poor income growth continued to affect the industry.

Industry sales of two wheelers (Domestic plus Export)

Motorcycles continued with the low growth phase of last year and grew at 4% (124.6 lakh numbers) from a low of 0.1% (119.5 lakh numbers) in 2012–13. Propelled by new launches and favourable customer preferences, growth in scooters was high at 23% (36.9 lakh numbers) from 14% (30.14 lakh numbers). Scooters as a category continued to gain share from motorcycles in the total two wheeler industry. Mopeds declined by 8% over last year.

Industry sales of three wheelers (Domestic plus Export)

The petrol passenger three wheeler industry (3 plus 1 segment) increased by 5% during 2013–14 to 4.55 lakh units. This was mainly due to 17% increase in exports (from 3.00 lakhs in 2012–13 to 3.51 lakhs in 2013–14). Domestic sales declined by 23% (from 1.35 lakhs in 2012–13 to 1.04 lakhs in 2013–14) as new permits were not released by the State Governments.

BUSINESS OUTLOOK AND OVERVIEW

Low growth of GDP is expected to continue. Uncertain monsoon is an added concern. Inflation and consumer sentiments do not induce great confidence either. Added to this, geo–political uncertainty in parts of Asia and Europe may affect commodity prices. Consequently the Company expects modest growth for the two wheeler industry during the year 2014–15.

New Product Launches and Initiatives:

During the year 2013–14, the following new products and variants were launched.

TVS Sport:

TVS Sport that stands for style and mileage was introduced in a new colour called Indigo Streak. In November 2013, Econometer was introduced in TVS Sport, which gave the rider extra control for fuel efficient riding. TVS Sport is the first motorcycle to have it in the 100cc category.

TVS Phoenix 125:

TVS Phoenix was introduced in a stunning new Dual Tone Alpine White Color with Stylish Graphics. The new colour of TVS Phoenix is complemented by fully digital speedometer, backlit in premium amber, a digital fuel gauge, low battery reminder, trip meter, service reminder, soft touch grips and soft touch switch gears. Features like aircraft inspired decals, roto petal disc brakes, LED pilot lamp, all black engine, alloy wheels and stitched dual texture high density comfort cushion seat with premium upholstery increase the style quotient of the motorcycle.

TVS Apache:

In October 2013, TVS

Apache RTR 160 that stands for high performance was redesigned to race in five new monotone colours – White, Red, Yellow, Black and Titanium–Grey. Racing Stripes running over pure bled colors make this full bodied track prodigy look more Athletic and Aerodynamic. Its linear and minimalistic design defines the hard angles, sculpted lines and muscular build.

TVS Jupiter:

TVS Jupiter was launched in September 2013 with next generation 110cc CVT–i Engine, best–in–class mileage and many class–leading features. With TVS Jupiter, riding comfort of scooters enters a new dimension. This innovative mobility embodies a combination of class–leading features and style unprecedented in the two–wheeler segment. Its superior vehicle design and ergonomics make it a scooter which gives you 'more' in every aspect. TVS Jupiter comes with 15 class–leading features, 5 out of these are unique to TVS. It is a reliable, contemporary looking scooter with a masculine form highlighted by stylish body panels. With the launch of TVS Jupiter, the Company marked its entry into the male segment. And now the Company can leverage a complete scooter portfolio. TVS Jupiter became the most awarded scooter ever with 7 awards viz., Viewers Choice Two Wheeler of the Year & Scooter of the Year by NDTV Car and Bike, Scooter of the Year by Bike India, Top Gear, DNA and Motoring.

Two wheeler operations: Domestic

Category shift from motorcycles to scooters continued in 2013–14 also, bringing more male buyers into the category. The shift in the scooter consumer preferences towards bigger scooters resulted in drop of TVS Scooty sales. Launch of TVS Jupiter has addressed this issue. Overall sales of scooters in the domestic market increased by 6%.

Motorcycle sales marginally increased during the year. The scenario is expected to improve further in 2014–15 due to launch of new StaR City+.

The Company's products are distributed through network of authorized dealers across India. The Company has strong distribution network in the 2W industry and it continuously seeks to increase its distribution reach.

Exports

The Company's two wheeler exports increased by 14% in 2013–14 due to demand expansion, better product mix and improvement in distribution network in some major export markets.

Tie–up with BMW Motorrad

The Company entered into a long–term 'co–operation agreement' with BMW Motorrad. This agreement inter alia is to source technological know–how for jointly developing and producing high–end motorcycles, that will cater to the segment below 500 cc. Program of the project is on schedule.

Three wheeler operations

Sale of three wheelers grew by 63%. The Company will consolidate the gains during 2014–15. Three Wheeler diesel version was test marketed during 2013–14. The results are satisfactory and will be rolled out during 2014–15.

Opportunities and Threats

Even though Indian economy has been experiencing a slow growth phase, the long term prospects for 2W industry continue to be attractive.

A slew of new launches of motorcycles and scooters in 2014–15 are expected to further strengthen the presence of the Company in motorcycles category and consolidate its position in scooter category.

RISKS AND CONCERNS

Revival of economic reforms and good monsoon are essential for recovery in economic growth and improved consumer sentiment. The success of planned launches in the motorcycle and scooter category and consolidation of Jupiter achieving steady state sales are important to maintain the momentum for the Company.

OPERATIONS REVIEW

Total Quality Management (TQM) In continuation of the TQM journey so far, the Company continues to spread this message across the organization. In line with continuous improvement, more than 150 employees have been certified for TQM problem solving process. This helped to complete 310 projects during the last year.

During 2013–14, while Total Employee Involvement (TEI) was at 100%, more than 1,450 projects were implemented across Quality, Cost and Delivery by Quality Control Circle teams. Quality of suggestions improved by 25% over the last year and overall implemented suggestions stood at 60 per employee. These achievements were recognized by INSSAN (Indian National Suggestion Scheme Association) and awarded "Excellence in Suggestion Scheme" at national level in this segment.

Cost Management

Total cost management is a continuous journey and the Company manages the same through deployment of costs to users. The Company will continue to pursue value engineering and alternate sourcing to reduce material costs during this year.

Research and Development

The Company's strong Research and Development (R&D) team is continuously working towards design and development

of exciting new products for our customers. Aided by modern CAD / CAE resources and state–of–art facilities for engine and vehicle design, development and testing, Noise, Vibration and Harshness (NVH) measurements, R&D constantly develops new and innovative features. R&D team is also working on the development of fuel–efficient and environment friendly technologies. The Company also collaborates with leading research laboratories and educational institutions for developing future technologies.

In 2013–14, the R&D team delivered a new Scooter 'TVS Jupiter' with stunning style, class leading mileage and many first in class features. TVS Jupiter has become the 'Most Awarded' scooter, recognised as "class leading" by all major auto magazines. Further, the R&D team has successfully delivered a motorcycle specifically tailored for African market.

The R&D team has so far published 86 technical papers in national and international conferences.

Information Technology

The Company has been using ERP for integrating its various business processes within the Company and its business partners. The Company continued to implement several projects in supply chain to improve its efficiency and transparency. Data acquisition systems have been provided in the shop floor to improve overall equipment effectiveness.

A digital framework for measuring customer satisfaction and related actions to improve the customer satisfaction have been implemented.

As part of continuous improvement and to enhance information security, periodical audits are conducted by experts and control measures are taken. During the year, the Company enhanced the scope of ISO 27001:2005 certification and got it re–certified. Business continuity plan for major business critical applications has been implemented.

INTERNAL CONTROL AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to.

Occupational Health & Safety (OHS)

The Company has won the "First prize" in State Safety Awards for longest accident free period from the Government of Tamil Nadu. The Company also obtained re–certification for continual improvement in Occupation Health Safety System through implementation of OHSAS18001:2007 standard.

Apart from 'on the job' safety, 'off the job' safety was also focussed regularly through various road safety campaigns and education.

HUMAN RESOURCE DEVELOPMENT

Human resource development framework has its constituents as Employee engagement, Resourcing, Performance & Compensation management, Competency based development, Career & succession planning and Organisation building. Each of these constituents has a structured approach and processes to deliver consistent results.

Leadership development continues to be one of the key initiatives of the Company. Through a structured talent review process, leadership development to identified talents through job rotation, challenging project assignments and exposure to globally acclaimed programs are taken up on a regular basis.

The Company continues to maintain its record of good industrial relations without any interruption in work. As on 31st March 2014, the Company had 4,684 employees on its rolls.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board at its meeting held on 25th October 2013, constituted a Corporate Social Responsibility Committee with Mr Venu Srinivasan as the Chairman of the Committee, Mr Prince Asirvatham and Mr H Lakshmanan as members.

CSR activities have already been textured into the Company's value system through Srinivasan Services Trust (SST), established by the group companies in 1996 with the vision of building self–reliant rural community.

SST over 18 years of service, has played a pivotal role in changing lives of people in rural India by creating self–reliant communities that are models of sustainable development.

At present, SST is working in 2,501 villages spread across Tamil Nadu, Karnataka, Maharashtra, Himachal Pradesh and Andhra Pradesh. Its major focus areas are – Economic development, Health care, Quality education, Environment and Infrastructure. Its significant achievements are:

• Through partnership with the community, over 5,300 Self Help Groups (SHG) were formed.

• 100% enrolment in schools, 0% drop–outs, 93% students pursue higher studies and over 60,145 adult women were made literate.

• IIliteracy amongst women reduced from 47% to 12%.

• 1,75,205 hectares under afforestation.

• 12,938 hectares covered for soil and water conservation.

• Proper solid and liquid waste management practices adopted in 1,418 villages.

• SHG members have a group saving of Rs.25.57 Cr.

• Over 1,47,136 of the families living in these villages have a monthly income of around Rs.15,000/– per family.

• 1,296 villages have access to safe drinking water.

• Enriching 2,501 villages across 5 states. Creating the most effective synergies for socio–economic development in India.

CAUTIONARY STATEMENT

Statements in the management discussion and analysis report describing the Company's objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include, among others, economic conditions affecting demand/supply and price conditions in the domestic and overseas market in which the Company operates, changes in the government regulations, tax laws and other statutes and incidental factors.

5. SUBSIDIARY COMPANIES

The following are the subsidiaries of the Company:

1. Sundaram Auto Components Limited

2. TVS Housing Limited

3. TVS Motor Company (Europe) B.V.

4. TVS Motor (Singapore) Pte. Limited

5. PT. TVS Motor Company Indonesia

6. Sundaram Business Development Consulting (Shanghai) Company Limited

The Company has disinvested 7,35,00,000 equity shares of Rs.10/– each of TVS Energy Limited (TVS Energy), constituting 90.46% of paid up capital in TVS Energy to and in favour of Green Infra Limited (GIL), New Delhi.

Consequently, TVS Energy and its two subsidiaries, namely TVS Wind Energy Limited and TVS Wind Power Limited, ceased to be subsidiaries of the Company, effective at the close of business hours of 16th August 2013.

The Company continues to hold the required percentage of equity shares of Green Infra BTV Limited (name changed from TVS Energy Limited) for the purpose of fulfilling the norms of captive consumption.

6. PERFORMANCE OF SUBSIDIARIES

PT.TVS Motor Company Indonesia (PT TVS)

During 2013–14, PT TVS sold 19,200 vehicles registering a growth of 3% as against 18,600 vehicles sold last year. While its domestic sales grew by 12%, the exports were lower by 3%. During the year, PT TVS exported 10,300 two wheelers.

The Indonesian motorcycle industry grew by 9% during the year. While bebek category continued to decline by 11%, the Skubek category which offers greater convenience and imagery over the bebeks, continued its growth at 12% and now accounts for 63% of the total two wheeler market. During the year, PT TVS launched its first skubek model TVS Dazz which was well received in the market and has sold more than 5,000 vehicles so far.

During the year, PT TVS plans to launch a new 125cc sports motorcycle and a new 125cc superior Skubek which will further enhance the image of PT TVS. The launch of Skubek ensured PT TVS has complete range of two wheelers and will increase the dealer network and improve tie up with retail finance companies.

PT TVS continued its focus on exports and exported more than 10,000 units. During the year under review, PT TVS successfully made an entry into Myanmar market and plans to expand its presence in new markets like Laos, Cambodia, Malaysia and Turkey in the current year apart from improving its presence in the existing markets.

TVS Motor Company (Europe) B.V (TVSM Europe)

TVSM Europe has assigned all the assets and liabilities to an another wholly owned subsidiary of the Company viz., TVS Motor (Singapore) Pte Limited on 31st March 2014 as a part of closure of its operations.

Accordingly a provision for diminution in the value of investment of Rs.33.09 Cr (last year Rs.91.63 Cr) has also been provided for in the books of the Company for winding up TVSM Europe.

Sundaram Auto Components Limited (SACL)

During the year, SACL achieved a turnover of Rs.292 Cr in Plastics component business. SACL earned a profit after tax of Rs.10.71 Cr during the year 2013–14.

Focused improvement in energy saving and material productivity resulted in improvement in contribution compared to previous year. During the year, SACL also produced 78 new parts for various customers.

SACL was awarded the "Best Supplier Kaizen award" by L&T for the year 2013–14. During the year, SACL increased its customer base with new business for producing air bag covers, fuel filters and other interior parts for four wheelers.

SACL declared an interim dividend of Rs.2.50 per share (25%) of face value of Rs.10/– each for the year ended 31st March 2014.

Investment in subsidiaries

During the year under review, the Company has made an additional investment of Rs.49.82 Cr in Class B shares viz., non–cumulative, non–convertible and redeemable preference shares of PT TVS. The Company has also made investment of Rs.0.44 Cr in equity capital of Sundaram Business Development Consulting (Shanghai) Company Limited.

7. CONSOLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreement with the Stock Exchanges, the consolidated financial statements of the Company are attached.

The Ministry of Corporate Affairs (MCA) vide its circular No. 2 in file No. 51/12/2007–CL–III dated 8th February 2011 has granted general exemption from attaching annual reports of subsidiaries along with the annual report of the holding

companies without seeking any approval of the Central Government, subject to the conditions laid down therein.

The board of directors, at their meeting held on 29th April 2014, passed necessary resolution confirming compliance with all the conditions enabling the circulation of annual report of the Company without attaching all the documents, referred to in Section 212(1) of the Companies Act, 1956, of the subsidiary companies to the shareholders of the Company.

The annual accounts, reports and other documents of the subsidiary companies will be made available to the stakeholders, on receipt of a request from them, at the registered office of the Company during the business hours on any working day of the Company. If any member or investor wishes to inspect the same, it will be available during the business hours of any working day of the Company.

A statement giving the following information in aggregate of each subsidiary including its subsidiaries consisting of (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation and (j) proposed dividend has been attached with the consolidated balance sheet of the Company in compliance with the conditions of the said circular issued by MCA.

A statement referred to in Clause (e) of sub–section 1 of Section 212 of the Act disclosing the Company's interest in subsidiaries and other information as required is also attached.

8. DIRECTORS

Mr K S Bajpai has been serving on the board since January 2003. During his tenure of office, he has made distinct and immense contribution to the deliberations of the meetings of the board in general and for the growth of the Company in particular.

He is liable to retire by rotation in the AGM and is due for re–appointment, in terms of the erstwhile provisions of the Companies Act, 1956.

He has expressed his desire not to offer himself for appointment, owing to his health conditions. The board does not propose to fill the vacancy arising from the retirement of Mr K S Bajpai.

The board does hereby record its deep sense of appreciation for the valuable services rendered by him during his tenure.

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re–appointment of independent directors (IDs) and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014.

The existing composition of the Company's board is fully in conformity with the applicable provisions of the Act 2013

and Clause 49 of the Listing Agreement having the following directors as non–executive IDs, namely M/s T Kannan, C R Dua, Prince Asirvatham and Hemant Krishan Singh.

The board also recommends the appointment of Mr R Ramakrishnan, who has been associated with the Company since 2009, as independent director of the Company, since he meets the criteria of independence, in terms of the requirements of relevant provisions under the Act 2013. On appointment as independent director by the shareholders of the Company, he will cease to be a non–independent director of the Company.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, IDs are eligible to hold office for a term upto five consecutive years on the board and eligible for re–appointment for the second term on passing special resolutions by the Company. During the period, they will not be liable to 'retire by rotation' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013.

It is, therefore, proposed to appoint them as IDs for a consecutive period of five years at the AGM. Necessary declarations have been obtained from them, as envisaged under the Act 2013.

Both the Nomination and Remuneration Committee and the board also ensured that their appointments as IDs are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the board, so as to enable the board to discharge its functions and duties effectively.

Notices in writing signifying the intention to offer their candidatures as IDs of the Company along with the requisite deposit have been received from members of the Company in terms of Section 160 of the Act 2013.

In terms of the provisions of sub–section (6) read with explanation to Section 152 of the Act 2013, two–third of the total number of directors i.e., excluding IDs, are liable to retire by rotation and out of which, one–third is liable to retire by rotation at every annual general meeting.

Mr H Lakshmanan, director of the Company, is, therefore, liable to retire by rotation, at the ensuing AGM, and being eligible, offers himself for re–appointment.

The brief resume of these directors proposed to be appointed and re–appointed and other relevant information have been furnished in the Notice convening the AGM. Appropriate resolutions for their appointment / re–appointment are being placed for approval of the members at the AGM.

The board, therefore, recommends their appointment / re–appointment as directors of the Company.

9. AUDITORS

Statutory Auditors

The Company, in terms of Section 139 (1) and (2) of the Act 2013, is required to appoint statutory auditors for a term of five consecutive years i.e., till the conclusion of sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution.

The period for which any firm has held office as auditor prior to the commencement of the Act 2013 will be taken into account for calculating the period of five consecutive years, as per the fourth proviso to Section 139(2) of the Act 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

M/s. V. Sankar Aiyar & Co., Chartered Accountants, Mumbai, who were earlier appointed as statutory auditors of the Company, at the annual general meeting held on 19th July 2013, are eligible to be appointed for the remaining period of four years out of the first term of five consecutive years in terms of the Act 2013.

The Company has obtained necessary certificate under Section 141of the Act 2013 from the auditor conveying their eligibility for the above appointment. The audit committee and board reviewed their eligibility criteria, as laid down under Section 141 of the Act 2013 and recommended their appointment as auditors for the aforesaid period.

Cost Auditor

As required under the Companies (Cost Accounting Records) Rules 2011, the Company filed the Cost Audit Report along with Cost Compliance Report for the financial year 2012–13 in XBRL format.

The board subject to the approval of the Central Government, has re–appointed Mr A N Raman, practising cost accountant, holding Membership No.5359, allotted by The Institute of Cost Accountants of India, as Cost Auditor for conducting the Cost Audit for the financial year 2014–15. The audit committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated in circular no.15/2011 dated 11th April 2011 issued by the MCA.

The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re–appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

Secretarial Auditors

As required under Section 204 of the Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard.

Accordingly, M/s S Krishnamurthy & Co., Company Secretaries, Chennai have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014–15 for attaching their report with the Board's report to the shareholders.

10.CORPORATE GOVERNANCE

The Company has been practising the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of this Annual Report.

The chairman and managing director and the executive vice president – finance of the Company have certified to the board on financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO/CFO certification for the financial year ended 31st March 2014.

11.STATUTORY STATEMENTS

Conservation of energy, technology absorption and foreign exchange earnings and outgo

As per the requirements of Section 217(1)(e) of the Companies Act, 1956 (the Act) read with the Companies (Disclosure of particulars in the report of board of directors) Rules 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure I to this report.

Particulars of employees

The particulars required pursuant to Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975 as amended, are given in Annexure II to this report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Act, the Directors' Report (excluding Annexure II) is being sent to all the shareholders of the Company. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

Public Deposits

The Company has not accepted any deposit from the public within the meaning of Section 58A of the Act, for the year ended 31st March 2014.

Directors' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Act, with respect to Directors' Responsibility Statement, it is hereby stated –

i. that in the preparation of annual accounts for the financial year ended 31st March 2014, the applicable Accounting Standards had been followed and that there were no material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. that the directors had prepared the accounts for the financial year ended 31st March 2014 on a "going concern basis."

12.ACKNOWLEDGEMENT

The directors gratefully acknowledge the continued support and co–operation received from the holding Company i.e., Sundaram–Clayton Limited, Chennai. The directors thank the bankers, investing institutions, customers, dealers, vendors and sub–contractors for their valuable support and assistance.

The directors wish to place on record their appreciation of the very good work done by all the employees of the Company during the year under review.

The directors also thank the investors for their continued faith in the Company.

For and on behalf of the Board

VENU SRINIVASAN

Chairman

Bengaluru

29th April 2014