AProject ReportOnTVS Srichakra Ltd.For the subject,Enterprise Analysis Desk Research (Course Code: 115)Submitted byNilesh Sanmukh SordeMBA I, Div BRoll No 13012055

INDEX

Sr. No.TopicPage No.

1Executive Summary3

2Project Objective4

3Introduction5

4Markets19

5Financial Information21

6Corporate Governance34

7CSR Activities46

8Conclusion47

9References48

Executive Summary

The tyre industry has evolved from the more basic cross ply to the more sophisticated radial tyres. Nylon cords that impart low weight and additional strength to the tyres have also replaced Cotton ply. This industry is strongly linked to the automobile sector. This industry is also driven by agricultural and infrastructural activity that takes place in the region, as these two have an impact on the transport sector.

India Vs GlobalThe global tyre market currently is estimated at USD 70 billion while the Indian market is around Rs. 100 million. The global market is dominated by Goodyear-Sumitomo with a share of 22%. Several mergers and acquisitions have characterized the global market, in the recent past. This is essentially to acquire technology, gain wider access to markets and be competitive. Indian players are also reengineering their businesses and looking at strategic tie-ups in this segment.

TVS Srichakra is one of the leading tyre manufacturing companies in India and is currently holds sixth rank in terms of net sales. It is a member of the prestigious TVS group and hence holds a distinguished effigy in the tyre manufacturing market.

The current study focuses on the various aspects about TVS Srichakra regarding the different tyres the company manufactures. Also it tries to explore the customer awareness about the TVS Srichakra tyres, the market share, the customer perception about the TVS Srichakra tyres and the quality of these tyres compared to its competitors.

Project Objectives:

1. To understand the different products and services offered by TVS Srichakra.

2. To know the market share of TVS Srichakra.

3. To know the Financial Trends of TVS Srichakra.

Introduction

TVS Srichakra is a member of TVS group, the largest auto ancillary group in India.

TVS Srichakra, the no. 1 in Motorcycle tyres, is a leading manufacturer of Tyres and Tubes for Two & Three Wheelers in India and has a large programme of off-the road tyres for the Export and Domestic Market.

TVS Srichakra has large share with the vehicle manufacturers, which include Bajaj Auto, Hero MotoCorp, TVS Motors, India Yamaha Motors, Honda Motors, etc.

TVS Srichakra has a significant presence in the After Market across the country and has carved out a fine reputation in service and support to the Dealers, Mechanics and Consumers.

Backed up by an excellent R&D, availing service of renowned technologists and test rider from Japan, TVS Srichakra brings out innovative patterns of their newer tyres including single radius / unidirectional tyres for series of new vehicles being brought out.

Accredited in 1996 with ISO 9001 certification, TVS Tyres adopted strong quality standards from its inception and these benchmarks were further strengthened with the certification of ISO 14001:2004, ISO 9001:2008 & ISO/TS 16949:2009.

The company has other practices like Six Sigma and Lean Manufacturing Techniques in place to abide by their high quality standards.

TVS Tyres was also the winner of the prestigious TPM Excellence Award in 2003 and TPM Consistency Award in 2005.

TVS Srichakra, with their Euro grip programme for overseas market on it's off the road tyres has been expanding consistently over the years.

TVS Srichakra a global player and has major OEM accounts in Europe, and exporting to over 65 countries in all the six continents.

Organization Profile:History: 1984: Products were launched. The company received a letter of intent for the manufacture of 3 lakh nos. each tyres and tubes of cars, jeeps, LCV's and animal drawn vehicles. The company also undertook to expand its annual installed capacity from 6 lakh nos to 7.5 lakh nos. each of tyres and tubes for two and three wheelers. 1985-86: Letter of intent was received for the manufacture 600000 nos. of automotive tyres and tubes per annum.

1986-87: The Company undertook to implement a project for manufacture of 4 wheeler tyres and tubes for Maruti and Ambassador Cars.

1987-88: The Company launched its 4 wheeler tyres and tubes over all the country. The company converted the letter of intent for the manufacture of 6 lakh nos. of automotive tyres and tubes to an industrial license.

1989-90: The Company undertook an expansion programme at a cost of Rs.560 lakhs in connection with the project for the manufacture of automotive tyres and tubes. During October 1989 the company offered 171518 -12.5% secured fully convertible debentures of Rs.120 each. Out of these 163350 debentures were offered on a right basis to the existing shareholders. Additional 16333 debentures were allotted to shareholders in order to retain oversubscription. Each debenture of the face value of Rs.120 was converted into 10 equity shares of Rs.10 each at a premium of Rs.2 per share on the expiry of 6 months from the date of allotment of debentures.

1991-92: The Company proposed to issue rights equity shares in the ratio of 1:2.

2001: ICRA has also assigned the MAA- rating to the Rs 6-crore NCD programme of TVS Srichakra Ltd (TSL) indicating high safety.

2003: Mr. W P A R Nagarajan one of the Board of Directors of TVS Srichakra Ltd passed away.

2004: TVS Srichakra gets CII's awards in safety, health and environment.

2007: TVS Srichakra Ltd has appointed Mr. P K Sundaresan as President -Finance & Secretary of the Company, with effect from 30.4.2007.

2009: TVS Srichakra Ltd has appointed Mr. H Janardana Iyer as Director of the Company with effect from September 25, 2009.

2010: TVS Srichakra Ltd has decided to declare an interim dividend of Rs. 10/- per share.

2011: Mr. P. Srinivasan has been appointed as Secretary of the Company.

2012: TVS Srichakra Ltd has recommended a dividend of Rs. 13.50 per share(135%).

Background :

TVS Srichakra was incorporated in 1982.

It was founded by T.V. Sundaram Iyengar.

It is a leading manufacturer of two and three wheeler tyres, rolling out over 12 mn tyres perannum.

It also manufactures tubes for two- and three-wheelers and industrial pneumatic tyres, farm & implements tyres, skid steer tyres, multipurpose tyres, floatation tyres, etc.

As of FY10, the company had installed capacity of 32,153 automotive tyres and 30,050 automotive tubes per day.

TVSSL is one of the major suppliers to original equipment manufacturers such as TVS Motors, Hero Honda, Bajaj Auto and India Yamaha Motor.

The company exports to the USA, Europe, Africa, South America and Southeast Asia. Exports contributed ~13% to total revenue in FY10.

Corporate Mission:"To remain in the prime position in the field of automobile distribution business by extending dedicated service to its clientele"

The Management :S Narayanan(Chairman)Shobhana Ramachandhran(Managing Director)N H Atthreya(Director)P Vijayaraghavan(Director)R Naresh Executive(Vice Chairman)M S Viraraghavan(Director)Sitaram Rao Valluri(Director)H Janardana Iyer(Director)

Group Companies: Axles India Limited Brakes India Limited Bridgestone TVS Delphi-TVS Firestone TVS Private Limited Harita-NTI Limited Harita Fehrer Limited Harita Seating Systems Limited India Japan Lighting Private Limited India Motor Parts and Accessories Limited India Nippon Electricals Limited Irizar TVS Limited Lucas-TVS Limited Lucas Indian Service Limited Manufacturers Equipment and Supply Company (MESCO) Southern Roadways Limited Sundaram Auto Components Limited - Plastics Division Sundaram Auto Components Limited - Rubber Division Sundaram Brake Linings Limited Sundaram Dynacast Private Limited Sundram Fasteners Limited Sundaram Industries Limited - Rubber Division Sundaram Industries Limited - Tyre Solutions Division Sundaram Textiles Limited Sundaram-Clayton Limited Turbo Energy Limited TVS America Inc TVS Auto Bangladesh TVS Auto Parts Private Limited TVS Automobile Solutions Limited TVS Automotive Europe Limited TVS Automotive Private Limited TVS AutoServ TVS CJ Components Limited TVS Credit Services Limited TVS Dynamic Global Freight Services Limited TVS Electronics Limited TVS Infrastructure Limited TVS Interconnect Systems Limited TVS Lanka Private Limited TVS Logistics Iberia S.L. TVS Logistics Services Limited TVS Logistics SIAM Limited TVS Motor Company Limited TVS Sewing Needles Limited TV Sundram Iyengar & Sons Limited TVS Srichakra Limited TVS Supply Chain Solutions Wheels India Limited ZF Electronics TVS (India) Private Limited Product Portfolio:Products / Services:Tires and tubes for two and Three Wheelers. A wide range covering Industrial Forklift Tires, Lawn & Garden Tires, Agro Industrial Tires, Farm & Implement Tires, Multipurpose Tires, Tractor Tires, Floatation Tires, Motor Grader Tires, Sand Tires, Vintage Tires and Special Purpose Tires

Forklift Tires Lawn & Garden Tires Agro Industrial Tires

Farm & Implement Tires Multipurpose Tires

Tractor Tires Floatation Tires Sand Tires

Motor Grader Tires Vintage Tires

Three Wheeler Tyres: Unique tread ptn for heavy load carrying and goods usage Excellent tyre life Strong casing for higher endurance and multiple retreads

Moped: Premium treads design for high traction and road grip. Reinforced crown and sidewall to give very good impact strength to carry heavy loads. Studs extended up to shoulder for better grip during cornering. Good aesthetic appearance

Motorcycle: Specially engineered design gives superb road grip Optimized radius for excellent drive ability Rugged looking tyres suitable for all track conditions Studs extended up to shoulder for better cornering Reinforced casing for absorbing shocks and impacts Good aesthetic appearance

Scooter: Unique tread design for excellent road grip and mileage Scientifically designed tread blocks which give uniform tread wear Aesthetically designed side wall Reinforced casing to absorb shocks and impact Ideal for both dry and wet roadsOther products & services we offer: Tubes And FlapsSERVICES OFFERED:A window for you to reach out to TVS Srichakra on your entire tyre related queries. On the spot settlement of warranty claims.

Additional services provided for claim tyres:1. Removal and refitment of wheels.2. Mounting and de-mounting of tyres from the rims.3. Nitrogen inflation.4. Credit card facility available.Tyre Maintenance: Tyres that are carefully maintained will last longer than those that are neglected. There are some avoidable factors that affect tyres life, for which you can depend on the expert advice of your dealer.

Inflation Pressures:

Correct inflation pressures are undoubtedly a major consideration in obtaining the best performance and life from tyres.Deviation from the manufacturer's recommendations may lead to distinct deterioration in performance as well as tyres life.When running normally, tyres get hot. The air inside tries to expand, and since it is unable to do so, the pressure increases. Tyres are designed to accommodate such rises in temperature. Do not attempt to 'bleed' the air from the hot tyre to reduce the pressure to cold starting pressures. This simply under-inflates the tyre, which leads to undue heat generation and can be dangerous. Incorrect maintenance, particularly under-inflation, may result in serious tyre damage. How do I know that it's time to retread my tires?It is best to remove tyres for retreading when the original tread on the tyres wears up to the tread wear indication. What precautions can I take to prevent my tyres from wearing out prematurely?Always make sure your tyres are inflated to the correct pressure. When inflating your tyres, always makes sure that the gauge is accurate. Never bleed air from tyres / tubes, which are hot after continuous running. Always make sure that the tyres are the correct pressure at regular intervals (optimally, every fortnight).Make sure that your tyres have valve caps, which are screwed on securely to prevent air leakage and prevent dirt and other particles from entering the valve pin area. In vehicles fitted with radials as original equipment tyres, make sure that the tyres are inflated to the specified minimum on the vehicle manufacturer's recommendations. You will find this on the tyre pressure placard/sticker, which is usually placed near the driver's right hand side door or please refer to the Vehicle Manual.It is advisable to occasionally check your car's suspension, especially if you are driving on bad roads. What is the recommended inflation pressure for my tyres?The inflation pressure of your tyres varies depending on the tyre size and the kind of car you drive. Check the inflation chart for the optimum inflation pressure for your car.Remember that all radial tyres, by the nature of their construction appear to be under-inflated. Hence do not inflate them beyond the recommended pressure. Improper inflation can result in uneven tyre wear and even premature tyre/ tube failure. Always check inflation pressure when the tyres are cold. How are tires mounted on wheel?Correctly mounting a tyre can increase their life span. Here's how it is done: Inspect and clean wheel rims before mounting a new tyre. Ensure all bead seats are completely free of dirt and rust. Remove old wheel weights. It is advisable to replace your wheel rim if a flange is bent.Always lubricate the tyre beads before mounting, with a mild soap-and-water solution to prevent them from being damaged. Do not use grease or oil to lubricate the beads. Ensure that the beads are properly seated in the rims once the tyre has been fitted.

Is it necessary to check the balance and alignment of my wheels?Yes it is. Electronic balancing of wheels prevents uneven tyre wear that is caused by unbalanced wheels. Ideally, balancing and alignment should be checked every 5000-7000 kms. However, if you are driving on bad roads, it is advisable to check the alignment and balance more often. What are the driving tips?Driving on wet roads needs some precautions. First make sure that your tyres, brakes and wipers are in good condition. Drivers are cautioned to be extra careful especially when the first rains fall. The road at this time is covered with dust and mud, which along with rain water forms a film that reduces the grip of the tyre on the road. Your car can easily skid under such conditions.While driving through water logged areas, it is best to drive in lower gears controlling the speed with the clutch. When water enters the exhaust pipe the car's engine can stop. Keeping the accelerator pressed can prevent water from entering the exhaust. Do not change gears while driving in water logged areas. Do not drive along the side of the road as you can get stuck in an open or damaged man-hole, which may be submerged and not visible.While driving on a rainy day, the brakes get wet and have reduced braking ability. Pump the brakes frequently to dry the brake drum and the shoe, this will restore the braking ability.Replacement of tyres:Determine the following:Original equipment size.Check the tyre placard in the vehicle or the vehicle owner's manual for the tyre size recommended by the vehicle manufacturer.Recommended tyre inflation pressure.This information can be found along with the tyre size.Rim size.Check the size of the rim on which you will mount the replacement tyre. If the size has not been stamped on, the rim should be measured.

Customers / Markets catered :Tvs Srichakra Limited is one of the leading two-wheeler and three-wheeler tyre manufacture rolling out more than 11 million tires annually. The company is also large manufacturer of industrial pneumatics tires, flotation, motograder from and implemented tires , skid steer tyres, multipurpose tires and vintage tires.The main customers of Tvs Srichakra are the two-wheeler and three-wheeler owners. Being a manufacturer of tractor tires, the company targets the farmers too.Also, the company is into production of tires used for motograders and skid steer. So, the motograder and skid steer owners are also the prime customers of Tvs Srichakra Limited.

Add campaigns Strategies of TVS Srichakra :How creative can tyre majors get while driving home the benefit of their brands? To stand out in a clutter, Indian tyre majors are now turning to creative hot shops to design their advertising plans. For instance, TVS Sri Chakra is gearing up to launch a new mass media campaign with the help of its new ad agency Orchard Advertising.

MarketTyre Industry in India: Technology generation in the Indian tyre industry has witnessed a fair amount of expertise and versatility to adapt, absorb and modify international technology to suit Indian conditions. This is reflected in the swift technology progression from cotton carcass ti high performance radial tyres in a span of four decades. Globalization has led to the linking of the economics of all the nations and therefore major Indian players in the tyre industry are pursuing global strategies to enhance their competitiveness in world markets. The present section broadly undertakes an overview of the Indian tyre industry through an examination of its growth trends with respect to duction, exports and acquisition of technological capabilities.Key Features: At present there are 40 listed companies in the tyre sector in India. Major players are MRF, JK Tyres, Apollo Tyres & CEAT, which account for 63 per cent of the organization tyre market. The other key player includes Modi Rubber, Kesoram Industries and Goodyear India with 11 per cent, 7 per cent and 6 per cent share respectively. Dunlop, Falcon Tyre corporation of India Limited(TCIL), TVS-Srichakra, Metro Tyres and Balkrishna tyres are some of the other significant players in the industry. While the tyre industry is largely dominated by the organized sector, the unorganized sector is predominant with respect to bicycle tyres. The industry is a major consumer of the domestic rubber market. Natural rubber constitutes 80% while synthetic rubber constitutes only 20% of the material content in Indian tyres. Interestingly, world-wide, the proportion of natural to synthetic rubber in tyres is 30:70 The sector is raw-material intensive, with raw material accounting for 70% of the total cosats of production.

Competitors:

Market PlayersLast PrizeMarket Cap(Rs.Cr)sales turnoverNet ProfitTotal Assets

MRF15,472.656,562.1711,870.18572.354,489.23

Apollo Tyres69.203,487.858,507.49312.534,219.22

Balkrishna Ind252.952,444.983,190.57355.843,482.50

Ceat161.85581.944,881.45106.351,550.49

JK Tyre & Ind111.25456.795,430.83105.542,962.10

TVS Srichakra233.75178.981,476.1035.68392.89

PTL Enterprises18.40121.7940.0016.88112.14

Elgi Rubber21.50107.61196.2918.87217.11

FinancialsCurrent Share Price: Market Price Data:Share price of BSE from 10 Oct 2012 - 25 Oct 2013:DateOpen ValueHighLowClose ValueVolume

10 Oct 2012311.85311.85306.00307.55513

09 Nov 2012305.25310.00300.00301.30295

08 Jan 2013269.15270.00265.10269.45113

07 Feb 2013248.05252.95240.00246.85825

08 Apr 2013176.10176.10165.05167.15420

08 May 2013186.10187.00183.50183.65691

07 Jun 2013182.40196.95182.30195.00342

06 Aug 2013164.00164.50156.05157.85304

05 Sep 2013173.40173.40170.15173.4053

Share price of BSE from 10 Oct 2012 - 25 Oct 2013: Share price of NSE from 10 Oct 2012 - 25 Oct 2013:DateOpen ValueHighLowClose ValueVolume

10 Oct 2012302.40314.75302.40309.852704

09 Nov 2012306.25311.00301.50304.05394

08 Jan 2013266.00269.00264.00266.351562

07 Feb 2013254.00258.00237.00247.502069

08 Apr 2013177.00177.00146.95170.204471

08 May 2013188.90188.90182.00185.001015

07 Jun 2013188.00197.75184.05195.556164

06 Aug 2013158.05169.70156.00158.201871

05 Sep 2013170.00174.00170.00173.45791

Share price of NSE from 10 Oct 2012 - 25 Oct 2013:

Sensex: Last Trade239.50

Tradded Date28 Oct 201311:14 A.M

Change7.80

%Change3.37%

Open234.95

High240.95

Low234.95

Volume289

Best Bid239.50

Best Offer240.50

Previous Close231.70

52 Week High320.00

52 Week Low154.10

Nifty:Last Trade 239.70

Tradded Date28 Oct 201311:28 AM

Change5.95

%Change2.55%

Open239.90

High240.95

Low236.00

Volume1,474

Best Bid238.15

Best Offer239.65

Previous Close233.75

52 Week High313.50

52 Week Low146.95

Share Holding Pattern:Description ( As On September 2013 )No of ShareHoldersNo of Shares% of ShareDemat

Promoter

Indian Promoter8349835445.693498354

Total Promoter8349835445.693498354

Non Promoter

Institutions

Mutual Funds / UTI26500.01

FI/Bank/Insurance745710.06

Govt19494

FII214000.02150

Other014000.02150

Total Institutions1267150.094015

Non-Institution

Bodies Corporate1695791247.56573478

Others-169-579124-7.56-573478

Financial Highlights of last 5 years:Share CapitalY2013Y2012Y2011Y2010Y2009

Share Warrants & Outstandings48133.36229189.2254391.7237251.3183830.8

Total Reserve420.014474.9821169.0223222.6133424.19

Shareholder's Funds303261.8811728.7960268.8928668.1736991.6

Secured Loans351815.2104539312358291189142954246.5

Unsecured Loans168442.9241445.9252600.2292605.4278726.1

Total Foreign Currecny Loans58564.31237712.2523101.7626528.3511768

Total Debts00000

Total Liabilities227007.2520013.9777471.1919133.7790494

APPLICATION OF FUNDS :578822.41563386198893621082761744741

LOANS (Non Current Assets)

Gross Block125361.1168651.5142290.145187.4447774.81

Less: Accumulated Depreciation28791.1985622.8293215.4587193.776505.09

Goodwill_14495.4234386.9641374.8138317.5632887.67

Freehold_Land47.42702.41588.45682.17217.38

Buildings / Premises01.4552.7282.854.98

Roads, bridges & culverts567.862943.323253.573024.112248.69

Plant & Machinery0001.520.04

Furniture and Fixtures and Office Appliances4016.475176.256305.367253.977450.89

Electrical installations and plants1035.563215.55778.64818.673697.77

Water System and Sanitation173.27326.31388.033007.262519.42

Vehicles_0.253.713.934.41.45

Railway Tracks and Sidings2032.794226.374160.83648.312809.13

Locomotives & Wagons00.120.120.120.12

Ships and Vessels03.122.010.720

Aircrafts and Helicopters03.62.761.710.4

Livestock_224.19245.09239.58242.26206.45

Leasehold_Land00000

Computer_Software373.991499.342086.281709.11194.15

Technical know - how542.743350.835698.627118.035327.84

Patents, trademarks & designs113.1113.1113.56113.57117.58

Technology License Fees342.97615.41721.58526.14355.79

Assets held for_ disposal04.4210.918.195.28

R & D Equipments018.39972.02970.03970.03

Wind power_generators01.440.6300

Land_Improvement3023.642970.122692.5300

Factory_Equipments00000

Land Improvement058.6555.86-1.230.28

Other Fixed_Assets02.213.3537.4738.64

Less: Impairment of Assets1326.895360.156424.885063.734955.5

Net Block25.1434.1434.399.94157.48

Goodwill(Net)14270.6251201.7251806.2548866.1943459.94

Freehold_ Land661.43506.85220.5446.75568.36

Buildings / Premises(Net)970.086374.247730.287505.464423.36

Roads, bridges and culverts(Net)3014.7515602.6415750.5814796.1110880.02

Plant & Machinery(Net)0003.740.94

Furniture & Fixtures & Office Appliances(Net)3514.835894.786345.836546.746489.81

Electrical installations & plants(Net)1491.583424.814964.054709.614350.21

Water System and Sanitation(Net)275.31290.24234.81517.67625.01

Vehicles(Net)0.017.51.21.471.81

Railway Tracks & Sidings(Net)520.044631.523580.353354.433400.51

Locomotives and Wagons(Net)00000

Ships & Vessels(Net)06.887.999.280

Aircrafts & Helicopters(Net)03.364.25.256.57

Livestock(Net)174.14233.84239.35370.17405.98

Leasehold Land(Net)000.190.210.11

Computer Software(Net)424.511639.261849.641746.263246.07

Technical know-how(Net)215.441262.683012.113182.22923.53

Patents, trademarks and designs(Net)000.240.325.07

Technology License Fees(Net)1863.64392.321001.621120.311025.32

Assets held for disposal(Net)03.169.528.999.04

R&D Equipments(Net)015.315.815.0715.07

Wind power generators(Net)00.640.200

Land Improvement(Net)829.89883.62144.8800

Factory Equipments(Net)00000

Land_Improvement(Net)011.414.031.230.04

Other Fixed Assets(Net)0-0.8415.7622.327.24

Lease Adjustment A/c16.217862.955796.654536.685243.34

Capital Work in Progress-3297.62-3299.34-3644.42-4064.53-3882.65

Pre-operative Expenses pending508.916084.367713.286797.13976.03

Assets in transit028.8637.5917.210.01

Investments00000

Current Assets, Loans & Advances370038.1114776513550481209441952783.4

Inventories

Sundry Debtors (Debotrs)120134.6167498.1116431.490671.3564273.07

Cash and Bank14318.2537690.2147682.0564930.9656468.59

Other Current Assets49255.58178760.2243966.1232115.7209007.9

Loans and Advances11155.2127487.7135416.9475862.4186426.26

Total Current Assets226858.8361381.3568393.8716688.3577847.7

Less : Current Liabilities and Provisions421722.4773745.610118351180132994023.6

Current Liabilities

Provisions334960.1538440506348.2250339.2206604.9

Total Current Liabilities15928.2443095.5466600.95129996.588767.42

Net Current Assets350888.3581800.2572483.6380335295372.3

Miscellaneous Expenses not written off70834.07191945.4439351.8799796.8698651.3

Deferred Tax Assets / Liabilities636.84301.91291.24317.43539.44

Total Assets470.36756.51562.131780.31428.26

Contingent Liabilities578822.41563386198894921081341744741

25839.17393304.4335400.5487417275719.2

Profit and Loss:

Revenue sales:Net Sales:Year EndNet Sales (Rs. In millions)

20095763.51

20107007.05

201110908.92

201214033.23

201314761.04

Total Expenditure:

Year EndTotal Expenditure (Rs. In million)

20095358.67

20106356.05

20119924.34

201212784.18

201313912.17

Profit After Tax:

Net Profit:Year EndCash Profit

Mar-09188.84

Mar-10416.07

Mar-11549.89

Mar-12605.46

Mar-13598.97

EPS:Year EndEPS

Mar-0911.76

Mar-1038.94

Mar-1151.15

Mar-1251.92

Mar-1346.59

Corporate Governance:1. Company's philosophy on Corporate GovernanceThe Company believes in the philosophy of continuous improvement in all facets of its operations. Budgets, investment proposals, significant developments are placed before the Board. Audit, Share Transfer and Shareholder and Investors Committee meets in sufficient intervals to consider aspects relevant to each committee.There are comprehensive internal control management reporting systems on all functions and they are reviewed by the Senior Management and the Board.Your Company believes that good corporate governance is essential to achieving long-term corporate goals and for meeting the needs and aspirations of its stakeholders, including shareholders.2. Board of Directors Composition of the BoardAs at 31st March, 2012, in compliance with Corporate Governance norms, the Board comprises of 8 Directors. The Executive Vice Chairman and Managing Director hold executive positions.The Company immensely benefits from the professional expertise of the Independent Directors in their individual capacity as Independent Professional / Business Executives and through their valuable experience in achieving corporate excellence.The Company has not had any pecuniary relationship / transaction with any of the non-executive directors other than those disclosed elsewhere.Board MeetingsThe Company, in consultation with the Directors, prepares and circulates a tentative annual calendar for the meetings of the Board and Board Committees in order to facilitate and assist the Directors for planning their schedules to participate in the meetings.There were four Board Meetings during the year ended 31st March, 2012. These were on 27.5.2011, 3.8.2011, 12.11.2011 and 4.2.2012 and the gap between two meetings did not exceed four months.Access to information and Updation to BoardThe Board reviews all information provided periodically for discussion and consideration at its meetings in terms of Clause 49 of the Listing Agreement. These are submitted either as a part of the agenda papers well in advance of the Board Meetings or are tabled in the course of the Board Meetings.The Board also reviews the declarations made by the Managing Director and Secretary of the Company regarding compliance of all applicable laws on quarterly basis.Code of ConductThe Company has in place the Code of Conduct for Business and Ethics for members of the Board and Senior Management Personnel approved by the Board. The Code has been communicated to Directors and the Senior Management Personnel. The Code has also been displayed in the Company's websitewww.tvstyres.com. All the Board Members and Senior Management Personnel have affirmed compliance with the Code for the year ended 31st March, 2012. The annual report contains a declaration to this effect signed by the Managing Director and the Company Secretary, as compliance officer of the Code.Appointment of DirectorsIn terms of Clause 49(IV)(G) of the Listing Agreement with the Stock Exchanges, a brief resume of Directors, proposed to be re-appointed / appointed, nature of their expertise in specific functional areas, their other directorships and committee memberships, their shareholdings and relationship with other directors are provided in the Notice convening the ensuing Annual General Meeting of the Company.

3. Audit CommitteeThe primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting.Composition, names of Members and ChairmanThe Audit Committee consists of M/s M S Viraraghavan, N H Atthreya, Sitaram Rao Valluri, P Vijayaraghavan, and H Janardana Iyer, all non-executive Directors of the Company with Sri M S Viraraghavan as its Chairman. The Composition of the Committee is in accordance with Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.Meetings and the attendance record of Committee MembersThe Audit Committee met 4 times during the year on 27.5.2011, 2.8.2011, 12.11.2011 and 4.2.2012. The attendance of each Member of the Committee is given below:Company Secretary is the Secretary of the Audit CommitteeMr R Naresh, Executive Vice Chairman and Ms Shobhana Ramachandhran, Managing Director, Head of Finance, Internal Audit and Statutory Auditors also attend the meetings on invitation.

Terms of ReferenceThe terms of reference of Audit Committee covers the matters specified for Audit Committees under Clause 49 of the Listing Agreement as well as in Section 292A of the Companies Act, 1956. The Role of the Audit Committee is as prescribed under Clause 49 (II) (D) of the Listing Agreement.

4. DisclosuresMaterially significant related party transactionsDuring the year, the Company has not entered into any transaction of material nature with the Directors, their relatives or management which is in conflict with the interest of the Company.The transactions with the related parties, namely its promoters, its subsidiaries and associate companies etc., which are of routine nature have been reported elsewhere in the Annual Report as per Accounting Standard 18 (AS18) issued by The Institute of Chartered Accountants of India.Disclosure of Accounting TreatmentThe Company follows the Accounting Standard 18 (AS18) issued by The Institute of Chartered Accountants of India and Company (Accounting Standards) Rule, 2006Risk ManagementThe Company has laid down procedures to inform the Board about the risk assessment and mitigation plan. These are periodically reviewed to ensure effective management of risksCompliance with mandatory / non-mandatory requirementsThe Company has complied with all applicable mandatory requirements in terms of Clause 49 of the Listing Agreement. The non-mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate headings detailed elsewhere in this report.5. Remuneration to DirectorsRemuneration Committee and Remuneration PolicyThe Company has not set up a Remuneration Committee. The Board of Directors decides the remuneration of the Executive Directors and of the Non-Executive Directors, subject to the approval of the Shareholders and Central Government, wherever applicable.The Non-Executive Directors are remunerated by way of commission within the ceiling of 1% of the net profits of the Company for each financial year as approved by the shareholders6. Shareholders/Investors Grievance CommitteeThe Shareholders / Investor grievance committee consists of Mr S. Narayanan, Ms Shobhana Ramachandhran and Mr. P Vijayaraghavan as its members. Mr S Narayanan is the Chairman of the Committee. The Committee met two times during the year.As required by the Securities and Exchange Board of India (SEBI), Company Secretary is the Compliance Officer of the Shareholders / Investors Committee.The Committee oversees and reviews all matters connected with share transfers, duplicate share certificate, and other issues pertaining to shares. The Company, as a matter of policy, disposes investor complaints within a span of three days.The Company has received only one complaint during the year 2011-12 and it was resolved. As on 31st March, 2012 no complaint was pending.All requests for dematerialization of shares were carried out within the stipulated period.There were no transfer requests pending as on 31.3.2012.A qualified practicing Company Secretary carried out Secretarial Audit on a quarterly basis to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited and the total issued and listed capital, and placed the report for the perusal of the Board. The Secretarial Audit Report confirms that the total issued and the listed capital is in agreement with the total number of shares in physical form and the total number of shares in dematerialized form held with NSDL and CDSL.Managing Director and President - Finance have certified to the Board in accordance with Clause 49(v) of the Listing Agreement pertaining to CEO/CFO Certification for the year ended 31st March, 2012.7. Means of CommunicationQuarterly resultsThe quarterly unaudited financial results of the Company were published in the English and vernacular newspapers. These are not sent individually to the shareholders.Newspapers wherein results are normally published.The results are normally being published in the English newspaper "Business Line" and Tamil newspaper "Dinamalar".The Company has in place a web site addressed aswww.tvstyres.com. The quarterly financial results, shareholding pattern are published in the Company's website.Management Discussion & Analysis ReportThe Management Discussion & Analysis Report is annexed hereto and forms part of this Annual Report.8. General Shareholdersa) Annual General MeetingDate & Time27th September, 2012 10.30 AMVenueLakshmi Sundaram Hall15-A Gokhale Road, Madurai 625 002b) Financial CalendarApril 2012 to March 2013First Quarter Results - on or before 14.8.2012Half Yearly Results - on or before 14.11.2012Third Quarter Results - on or before 14.2.2013Annual Results for the year ending 31st March, 2013 - on or before 30th May, 2013c) Date of Book closureFrom 21.9.2012 to 27.9.2012 (both days inclusive)d) Dividend Payment DateDividend will be paid on 5.10.2012e) Listing of equity shares on stock exchangesMadras Stock Exchange Ltd., Chennai Bombay Stock Exchange Ltd., Mumbai National Stock Exchange of (India) Ltd., MumbaiThe Company has paid listing fees to the Stock Exchange for the year 2012-13f) Stock CodeMadras Stock ExchangeTVSSRICHAKBombay Stock Exchange509243

National Stock ExchangeTVSSRICHAKThe ISIN No. for Company's equity shares in demat formINE421C01016g) Registrar and Share Transfer AgentsM/s Integrated Enterprises (India) Limited, Chennai, M/s Integrated Enterprises (India) Limited, Chennai, are acting as common agency for all investor servicing activities relating to both electronic and physical segments.h) Share Transfer SystemThe Share transfer and other requests are processed within 15 days from the date of receipt subject to documents being complete in all respects. Demat requests are processed within a period of 10 days from the date of receipt.The Company's Registrar and Share Transfer Agents M/s Integrated Enterprises (India) Limited have adequate infrastructure to process the share transfers. The Committee approves the share transfers etc., as required from time to time.i) Dematerialisation of shares and liquidityShares of the Company can be held and traded in electronic form. As stipulated by SEBI, the shares of the Company are accepted in Stock Exchanges for delivery compulsorily only in dematerialized form.As on 31st March, 2012, 85.69% of total Equity Capital is held in dematerialised form with NSDL and CDSL.Shares of the Company are actively traded in the Bombay Stock Exchange and National Stock Exchange and hence have good liquidity.Details of public funding obtained in the last three yearsNo capital has been raised in the last three years.Outstanding GDRs /ADRs / Warrants or any convertible instrumentsNot issuedj) Secretarial AuditA qualified Practicing Company Secretary carried out Secetarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL), and in physical form with the total number of paid-up / listed capital. The audit confirms that the total paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.k) Registrar & ShareTransfer Agent of the CompanyM/s Integrated Enterprises (India) Limited"Kences Towers" II Floor,No.1, Ramakrishna Street,North Usman Road, T Nagar, Chennai 600017Phone 044 - 28140801 - 803Fax 044 - 28142479Emailcorpserv@integratedindia.in

l) Plant LocationTamil Nadu1. Vellaripatti Village, Melur Taluk, Madurai District, Pin 625 1222. Narasingampatti Village, Therkutheru, Melur Taluk, Madurai District, Pin 625 122UttarakhandPlot No.7, Sector - 1, Integrated Industrial Estate, SIDCUL,Pantnagar 263153, Rudrapur, Tehsil -Kichha,District Udham Singh Nagar, Uttarkhandm) Address for communicationTVS Srichakra Limited, No.10,Jawahar Road Madurai 625 002Phone: 0452 2420461 Fax : 0452 2420266Email:investorgrievances@tvstyres.comdemat@tvstyres.comn) Compliance OfficerMr. P Srinivasan, SecretaryTVS Srichakra Limited, 10 Jawahar Road,Madurai 625 002Phone : 0452 - 2420461 to 2420468Fax : 0452 - 2420266Email id -ps@tvstyres.como) Exclusive email id for redressal of investor complaintsIn terms of Clause 47 (f) of the Listing Agreement, investors may use the email idinvestorgrievances@tvstyres.comfor redressal of complaints.p)Website:www.tvstyres.com9. Unclaimed Share CertificatesIn terms of the provisions of Clause 5A of the Listing Agreement, shares issued pursuant to the Public Issues or any other issues which remain unclaimed shall be credited to a demat suspense account with one of the Depository Participants opened by the Company for this purpose. As per this clause, the Company has sent three reminder letters to the shareholders, whose share certificates were lying with the Company. In this regard, the Company has opened demat suspense account with M/s Geojit BNP Paribas Financial Services Limited, Kochi. As and when the shareholder approaches the Company with required documents, the Company shall credit the shares lying in the suspense account to the demat account of the shareholder.10. Non Mandatory disclosuresThe non mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate headings detailed below :The BoardAll the independent Directors contribute effectively to the business carried on by the Company. In the opinion of the Board, it is not necessary to limit the aggregate tenure of each of the Directors.

Remuneration CommitteeThe remuneration package of Executive Directors is determined by the Board. As per the requirement under the Companies Act, 1956, the Executive Directors neither participate in the discussion nor do they vote on such resolutions while considering their remuneration package by the Board. In the opinion of the Board, there is no conflict of interest in determination of remuneration package to Executive Directors.Shareholders RightsThe quarterly / annual results, after they are taken on record by the Board of Directors, are forthwith sent to the Stock Exchanges with whom the Company has listing arrangements. The results in prescribed format are published in Business Line (English) and Dinamalar (Tamil).Audit QualificationThere is no Audit Qualification by the Statutory Auditors.Whistle Blower PolicyThe Company has a mechanism for employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of business conduct and ethics. However, a policy frame work will be established at the appropriate time.

Corporate social responsibility:Srinivasan Services Trust (SST), social arm of Sundaram-Clayton Limited and TVS Motor Company for charitable purposes established in 1996, has been promoting holistic and sustainable development of rural communities in Tirunelveli, Thuthukudi, Tiruvannamalai, Krishnagiri and Tiruvallur districts of Tamilnadu, Mysore in Karnataka, Dok Sangivi in Pune District and Nagapattinam and Kanyakumari DistrictonTsunamiAffectedarea.

Since the inception, SST has been actively engaging in community development work. The rural development project attempts to achieve its aim by improving the socio-economic status of the people through a multi-sector approach of strengthening the education system, providing access to better economic improvement, water and irrigation facilities, improving health services and sanitation facilities, developing community infrastructure, and creating a clean and green environment.

The Trust is headed by a Chairman, who is assisted by a 130-member team of doctors, engineers, agriculturists, conservation experts and social workers with facilitators and local workers. They coordinate the community development activities both at managerial and ground level in all locations.

CONCLUSIONS

TVS Srichakra manufactures tyres for three wheelers, moped and motorcycles and is also into production of tyres for motor graders, fork lifters, skid steers and other agro industrial tyres.

There is a decrease in the market share as compared to the earlier year.

The net sales of the company increased but there is a decline in the net profit and earnings per share (EPS).

References:www.indiainfoline.comwww.moneycontrol.comwww.tvstyres.comwww.AceAnalyser.comwww.crisilresearch.comwww.economictimes.com

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