The Directors present the Company's Report on Corporate Governance for the year ended 31st March, 2015.
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company believes in ensuring corporate fairness, transparency, professionalism, accountability and propriety in total functioning of the Company. Company also 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.
The Company's corporate governance philosophy has been further strengthened by adopting a Code of Business and Ethics and Code of Conduct for Prevention of Insider Trading for Board and Senior Management Personnel.
The 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.
There are comprehensive internal control management reporting systems on all functions and they are reviewed by the Senior Management and the Board.
The Company would constantly endeavor to improve on these aspects.
Your Company has complied with the requirements of Corporate Governance as laid down under Clause 49 of the Listing Agreement with the Stock Exchanges.
Governance structure of the Company comprises of the Board of Directors and the Committees of the Board at the apex level and the Management structure at the operational level. This facilitates in bringing about a harmonious blend in governance as the Board sets the overall corporate objectives and gives direction and freedom to the Management to achieve these corporate objectives within a given framework, thereby bringing about an enabling environment for value creation through sustainable profitable growth.
BOARD OF DIRECTORS
The Board plays a pivotal role in ensuring that the Company runs on sound and ethical business practices and that its resources are utilized for creating sustainable growth and societal wealth. The Board operates within the framework of a well defined responsibility matrix which enables it to discharge its fiduciary duties of safeguarding the interest of the Company, ensuring fairness in the decision making process, integrity and transparency in the Company's dealing with its Members and other stakeholders.
COMMITTEE OF DIRECTORS
With a view to have a more focused attention on various facets of business and for better accountability, the Board has constituted the following committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee. Each of these Committees has been mandated to operate within a given framework.
Management Structure for running the business of the Company as a whole is in place with appropriate delegation of powers and responsibilities.
BOARD OF DIRECTORS
The Board of Directors (the Board), consisting persons with considerable professional expertise and experience, provides leadership and guidance to the management, thereby enhancing stakeholders' value.
COMPOSITION AND CATEGORY OF DIRECTORS
As at 31st March, 2015, the board consists of eight (8) directors, all the directors except Executive Vice Chairman and Managing Director are non-executive directors.
In terms of clause 49 of the Listing Agreement, the Company is required to have fifty per cent of its directors as independent directors. Out of the six non-executive directors, four directors are Non-Executive Independent Directors viz., M/s M S Viraraghavan, H Janardana Iyer, Rasesh R Doshi and A Arumugam.
The Company has already a Woman Director, which satisfies the requirement laid under Section 149(1) of the Companies Act, 2013 and Clause 49 II (A) of the Listing Agreement.
Thus the composition of the Company's Board is in conformity with the Act and listing agreement.
The Board of Directors comprises highly renowned professionals drawn from diverse fields. They bring with them a wide range of skills and experience to the Board, which enhances the quality of the Board's decision making process.
BOARD TRAINING AND INDUCTION
A formal Letter of Appointment is issued to Independent Directors setting out in detail, the terms of appointment, duties, responsibilities and expected commitments. Each newly appointed Independent Director is taken through a formal induction program including presentation from the Managing Director on certain important aspects of the Company. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The Managing Director also has a one-to-one discussion with the newly appointed Director. The above initiatives help the Director to understand the Company, its business and the regulatory framework in which the Company operates and equips him to effectively fulfill his role as a Director of the Company.
The Company, in consultation with the directors, prepares and circulates a tentative annual calendar for the meetings of the committees / board in order to facilitate and assist the directors in planning their schedules well in advance to participate in the meetings.
The Company regularly places, before the Board for its review, the information as required under clause 49 of the Listing Agreement such as annual operating plans, capital expenditure budget and its quarterly updates, quarterly results, minutes of meetings of Audit Committee and other committees of the board, quarterly details of foreign exchange exposures, risk management and mitigation measures, report on compliance of all laws applicable to the Company is prepared by the Company as well as steps taken by the Company to rectify instances of non-compliances, if any etc.,
Comprehensively drafted notes for each agenda item along with background materials, wherever necessary, are circulated well in advance to the Committee / Board, to facilitate the directors in making value addition as well as exercising their business judgment in the committee/ board meetings.
During the year 2014-15, the Board met 10 times on 23.4.2014, 24.5.2014, 8.6.2014, 3.7.2014, 9.8.2014, 11.9.2014, 8.11.2014, 3.12.2014, 6.2.2015 and 30.3.2015 and the gap between two meetings did not exceed 120 days.
ATTENDANCE AND OTHER DIRECTORSHIPS
Details of director's attendance at the board meetings during the year and at the last Annual General Meeting (AGM) held on 11th September, 2014 and also the number of other Directorships and committee memberships / chairmanships as on 31st March 2015
None of the director is a director in more than ten Public Limited Company(s) or serve as an Independent Director in more than seven listed Companies. Further, none of the directors on the board is a member of more than ten committees or Chairman of more than five committees across all companies in which they are Directors. Membership of Committees include only Audit and Stakeholders Relationship Committee as covered under clause 49 of the Listing Agreement, as per the disclosures made by the Directors.
A formal letter of appointment is given to the director at the time of appointment, which explains the role, function, duties and responsibilities expected of him as a director.
The Company has a familiarization programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company etc. and the same is available on the website of the Company.
ACCESS TO INFORMATION AND UPDATION TO BOARD
The 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 CONDUCT
The 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 website www.tvstyres.com . All the Board Members and Senior Management Personnel have confirmed compliance with the Code for the year ended 31st March, 2015. The annual report contains a declaration to this effect signed by the Managing Director, as compliance officer of the Code.
APPOINTMENT / RE-APPOINTMENT OF DIRECTORS
In terms of Clause 49(VIII)(E) of the Listing Agreement, a brief resume of directors, proposed to be appointed / re-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 (AGM) of the Company.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, its Directors individually as well as the working of Audit, Nomination and Remuneration Committees.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met on 29th March, 2015, inter alia, to discuss the evaluation of the
• performance of Non-Independent Directors (including Chairman of the Company) and the Board of Directors as a whole;
• quality, content and timelines of flow of information between the management and the Board which is necessary for the Board to perform its duties effectively and reasonably.
All the Independent Directors were present at the meeting.
COMMITTEES OF THE BOARD
For better governance and accountability, the Board has constituted the following mandatory committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee. The board determines and reviews the terms of reference of these Committees from time to time. Each of these Committee meetings are convened by the respective Committee Chairman who also informs the Board about the discussions held in the Committee meetings. The minutes of the Committee meetings are sent to respective directors individually and tabled at the board meeting.
3. AUDIT COMMITTEE
TERMS OF REFERENCE
Terms of reference of Audit Committee covers the matters specified for Audit Committees under Clause 49 of the Listing Agreement and section 177(4) of the Companies Act, 2013. The role of the Audit Committee is as prescribed under clause 49 (III) (D) of the Listing Agreement.
The Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls, governance and reviewing the Company's statutory and internal audit activities. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:
FINANCIAL REPORTING AND RELATED PROCESSES
The 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 and oversight of financial information submitted to the stock exchanges, regulatory authorities or the public.
Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.
Reviewing financial and operational performance of Management Discussion & Analysis and investments made by the Company.
Discussing with the statutory auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP).
INTERNAL CONTROLS AND GOVERNANCE PROCESSES
Reviewing the adequacy and effectiveness of the Company's system, internal controls and discuss with the management, Company's major financial risk exposures and steps taken by the management to monitor and control such exposure.
Oversee and review the functioning of a vigil mechanism (implemented in the Company as a Fraud Risk Management Policy) and to review the findings of investigation into cases of material nature and the actions taken in respect thereof.
Reviewing the scope of statutory auditors, annual audit plan and Internal Audit Plan with a view to ensure adequate coverage.
Reviewing significant audit findings from statutory and internal audit carried out, the recommendations and management's response thereto.
Reviewing and recommending to the Board the appointment/re-appointment of the Statutory Auditors and Cost Auditors considering their independence and effectiveness and their replacement and removal.
Approve such additional services to be rendered by the Statutory Auditors except those enumerated in Section 144 of the Companies Act, 2013 and payment for such services.
To recommend to the Board the remuneration of the Statutory Auditors/Cost Auditors.
To discuss with the Statutory Auditors/Chief Internal Auditors any significant difficulties encountered during the course of the Audit.
Review annual Cost Audit Report submitted by the Cost Auditor.
To approve the appointment, removal and terms of remuneration of the Chief Internal Auditor and to approve the appointment of the Chief Financial Officer.
To grant omnibus approval for related party transactions which are in the ordinary course of business and on an arms length pricing basis and to review and approve such transactions subject to the approval of the Board.
COMPOSITION, NAMES OF MEMBERS AND CHAIRPERSON
The Audit Committee consists of M/s M S Viraraghavan, P Vijayaraghavan, H Janardana Iyer and Rasesh R Doshi, all non-executive directors of the Company with Sri. M S Viraraghavan as its Chairman.
The Company Secretary acts as the Secretary of the Audit Committee.
Chairman of the Audit Committee was present at the last AGM held on 11th September, 2014.
The Composition of the Committee is in accordance with section 177(2) of the Companies Act, 2013 and clause 49 of the Listing Agreement.
4. NOMINATION ANDREMUNERATION COMMITTEE (NRC)
Pursuant to the provisions of section 178(1) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, NRC was constituted during the financial year.
The Nomination and Remuneration Committee consists of M/s M S Viraraghavan, P Vijayaraghavan and H Janardana Iyer all non-executive Directors of the Company with Sri M S Viraraghavan as its Chairman.
The terms of reference of the Committee inter alia, include the following:
• Succession planning of the Board of Directors and Senior Management Employees;
• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain defined criteria;
• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;
• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;
• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.
The Company follows a policy on remuneration of Directors and Senior Management Employees and uploaded in the Company's website at the web link <http://www.tvstyres.com/policy/> REMUNERATION%20POLICY.pdf
REMUNERATION OF NON-EXECUTIVE DIRECTORS
The non-executive directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings and commission as detailed hereunder:
• A non-executive director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of
Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014;
• A non-executive director will also be entitled to receive commission on an annual basis of such sum as may be approved by the Board on the recommendation of the Nomination & Remuneration Committee;
• The total commission payable to the directors shall not exceed 1% of the net profit of the Company;
• The Commission shall be payable on prorata basis to those Directors who occupy office for part of the year.
REMUNERATION OF MANAGING DIRECTOR
At the time of appointment or re-appointment, the Managing Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the Managing Director within the overall limits prescribed under the Companies Act.
• The remuneration shall be subject to the approval of the Members of the Company in General Meeting.
• The remuneration of the Managing Director is broadly divided into fixed and variable component. The fixed compensation shall comprise salary, allowances, perquisites, amenities and retirement benefits. The variable component shall comprise of performance bonus.
• In determining the remuneration (including the fixed increment and performance bonus) the Nomination & Remuneration Committee shall consider the following:
a. the relationship of remuneration and performance benchmarks is clear;
b. balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;
c. responsibility required to be shouldered by the Managing Director & CEO and the industry benchmarks and the current trends;
• the Company's performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs / KPIs.
REMUNERATION OF SENIOR MANAGEMENT EMPLOYEES
i. In determining the remuneration of the Senior Management employees (i.e. KMPs and Executive Committee Members) the Nomination & Remuneration Committee shall consider the following:
a) the relationship of remuneration and performance benchmark is clear;
b) balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;
c) the remuneration is divided into two components viz. fixed component of salaries, perquisites and retirement benefits and variable component of performance based incentive;
d) the remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Company's performance vis-a-vis the annual budget achievement, individuals performance vis-a-vis KRAs / KPIs, industry benchmark and current compensation trends in the market;
ii. the Managing Director will carry out the individual performance review based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned hereinabove, recommends the annual increment and performance incentive to the Nomination & Remuneration Committee for its review and approval.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
During the year, the nomenclature of Shareholders / Investors Grievance Committee was renamed as Stakeholders' Relationship Committee in line with the provisions of the Act. The Committee consists of Ms. Shobhana Ramachandhran, Mr. P Vijayaraghavan and Mr. V Ramakrishnan as its members. Ms. Shobhana Ramachandhran, is the Chairman of the Committee. The Committee met two times during the year.
Company Secretary is the Compliance Officer of the Committee.
The Committee oversees and reviews all matters connected with share transfers, duplicate share certificate, and other issues pertaining to shares. The committee also looks into the redressal of investors grievances pertaining to transfer of shares, non-receipt of balance sheet, non-receipt of dividends etc., The Company, as a matter of policy, disposes investor complaints within a span of three days.
There were no complaints received during the year 20l4-l5.
All the queries and complaints received during the financial year ended 31st March, 2015 were duly redressed and no queries were pending for resolution on this date.
All requests for dematerialization of shares were carried out within the stipulated period and no share certificate was pending for dematerialization.
RECONCILIATION OF SHARE CAPITAL AUDIT
A qualified practising Company Secretary carries out a Reconciliation of Share Capital (ROSC) Audit on a quarterly basis to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the total issued and listed capital, and the report are placed for the perusal of the Board.
ROSC 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.
6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)
The Company has constituted a CSR Committee as required under Section l35 of the Companies Act, 20l3.
The Committee consists of Ms. Shobhana Ramachandhran, Mr. P Vijayaraghavan and Mr. Rasesh R Doshi as its members. During the year, the Committee had two meetings.
The terms of reference of the Committee are as follows:-
a) to frame the CSR Policy and its review from time-to-time.
b) to ensure effective implementation and monitoring of the CSR activities as per the approved policy, plans and budget.
c) to ensure compliance with the laws, rules & regulations governing the CSR and to periodically report to the Board of Directors.
7. WHISTLE BLOWER POLICY
Various risk associated with the business have increased with the rapid expansion of business in terms of volume, value and geography. Risk of fraud misconduct is one such risk. The Audit Committee is committed to ensure fraud-free work environment for which the Committee has laid down a Whistle Blower Policy providing a platform to all the director, employee, vendors and customers to report any suspected or confirmed incident of fraud/misconduct. The policy is posted on Company's website (www.tvstyres.com ).
During the year, no instance was reported under this policy.
8. SUBSIDIARY COMPANIES
The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiary(s) has not been formulated.
The Audit Committee of Directors reviews the financial statements.
The minutes of the Board Meetings of unlisted subsidiary company is periodically placed before the Board. The Board is periodically informed about all significant transactions and arrangements entered into by the unlisted subsidiary.
RELATED PARTY TRANSACTIONS
MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant transactions with related parties during the financial year which are in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (ASl8) has been made in the notes to the Financial Statements.
The Board has approved a policy for related party transactions which is available on the Company's website
DISCLOSURE OF ACCOUNTING TREATMENT
The Company follows the Accounting Standard l8 (ASl8) issued by The Institute of Chartered Accountants of India and Company (Accounting Standards) Rule, 2006
The Company has laid down procedures to inform the Board about the risk assessment and minimization procedures, to ensure that executive management controls risk through means of a properly defined framework.
INSTANCES OF NON-COMPLIANCE(S), IF ANY
There were no instances of non-compliances by the Company, penalties and strictures imposed on the Company by the Stock Exchanges or SEBI or any other statutory authorities on any matter related to the capital markets during the year.
DISCLOSURE BY SENIOR MANAGEMENT PERSONNEL
The senior management personnel have made disclosures to the Board relating to all material, financial and other transactions stating that they did not have any personal interest that could result in a conflict with the interest of the company at large.
CEO AND CFO CERTIFICATION
The Managing Director (CEO) and the Vice President - Finance (CFO) of the Company have certified to the Board on financial and other matters in accordance with Clause 49 (IX) of the Listing Agreement pertaining to CEO/CFO certification for the financial year ended 31st March, 2015.
COMPLIANCE WITH MANDATORY / NON-MANDATORY REQUIREMENTS
The 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.
MEANS OF COMMUNICATION
The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges immediately after these are approved by the Board. These are published in Business Line and Dinamalar and Dalal Street Investment Journal . These results are simultaneously posted on the website of the Company at www.tvstyres.com and also uploaded on the website of National Stock Exchange of India Ltd. and the Bombay Stock Exchange of India Ltd.
GENERAL SHAREHOLDERS INFORMATION
Annual General Meeting, Date, Time and Venue
Lakshmi Sundaram Hall
15-A Gokhale Road, Madurai 625 002
1st April to 31st March
Financial Calendar 2015-16 (tentative)
Financial reporting for the quarter ending Financial calendar
30th June 2015 Before 14th August, 2015
30th September, 2015 Before 14th November, 2015
31st December, 2015 Before 14th February, 2016
31st March, 2016 Before 30th May, 2016
Date of Book closure
12.9.2015 to 23.9.2015 (Both days inclusive)
Dividend Payment Date
Dividend will be paid on 5.10.2015
Listing on Stock Exchanges
Name of the Stock Exchange
Stock code / Symbol
Bombay Stock Exchange Ltd :509243
National Stock Exchange of India Ltd :TVSSRICHAK
ISIN allotted by Depositories (Company ID Number) :
Note : annual listing fees and custodial charges for the year 2015-16 were duly paid to the above Stock Exchanges and to the Depositories.
SHARE TRANSFER SYSTEM
Shares lodged for transfers are normally processed within seven days from the date of lodgement, if the documents are valid in all respects. All requests for dematerialization of securities are processed and the confirmation is given to the Depositories within three days. Grievances received from shareholders and other miscellaneous correspondence on change of address, mandates, etc are processed by the Share Transfer Agent of the Company within three days.
Certificates are being obtained and submitted to Stock Exchanges, on half-yearly basis, from a Company Secretary-in-practice towards due compliance of share transfer formalities by the Company within the due dates, in terms of Clause 47(c) of the Listing Agreement with Stock Exchanges.
Certificates have also been received from a Company Secretary-in-practice and submitted to the Stock Exchanges, on a quarterly basis, for timely dematerialization of shares of the Company and for reconciliation of the share capital of the Company, as required under SEBI (Depositories and participants) Regulations, I996.
The Company as required under clause 47(f) of the Listing Agreement, has designated the following e-mail IDs, namely Secinvestorgrievances@tvstyres.com , Secretarial@tvstyres.com for the purpose of registering complaints, if any, by the investors and expeditious redressal of their grievances.
Shareholders are, therefore, requested to correspond with the Share Transfer Agent for transfer / transmission of shares, change of address and queries pertaining their shareholdings, dividends, etc., at the address given in this report.
DEMATERIALISATION OF SHARES AND LIQUIDITY
Out of 4I08489 shares held by persons other than promoters, 3I70696 shares have been dematerialized as on 3Ist March, 20I5 accounting to 77.I7%.
The Company has already achieved I00% of promoter group's shareholding in dematerialized form consisting of 354856I equity shares of face value of Rs.I0/- each
Details of public funding obtained in the last three years - No capital has been raised in the last three years
The Company has not issued any Global Depository Receipt / American Depository Receipt / Warrant or any convertible instrument, which is likely to have impact on the Company's equity
REGISTRAR & SHARE TRANSFER AGENT OF THE COMPANY
M/s Integrated Enterprises (India) Limited, Chennai, are acting as common agency for all investor servicing activities relating to both electronic and physical segments. Their address is :
M/s Integrated Enterprises (India) Limited
"Kences Towers" II Floor, No.I, Ramakrishna Street,
North Usman Road, T Nagar, Chennai 6000I7
Phone 044 - 28I4080I - 803 Fax 044 - 28I42479
PLANT LOCATIONS TAMIL NADU
1. Vellaripatti Village, Melur Taluk, Madurai District, Pin 625 I22
2. Narasingampatti Village, Therkutheru, MelurTaluk, Madurai District, Pin 625 I22
Plot No.7, Sector - I, Integrated Industrial Estate, SIDCUL, Pantnagar 263I53, Rudrapur, Tehsil - Kichha, District Udham Singh Nagar, Uttarkhand
ADDRESS FOR COMMUNICATION
TVS Srichakra Limited, No.I0, Jawahar Road, Madurai 625 002 Phone : 0452 242046I Fax : 0452 2420266
Email : Secinvestorgrievances@tvstyres.com <;
Secretarial@tvstyres.com website : www.tvstyres.com
Mr. P Srinivasan, Secretary
TVS Srichakra Limited, I0 Jawahar Road, Madurai 625 002
Phone : 0452 - 242046I to 2420468 Fax : 0452 - 2420266
Email id - Srinivasan.P@tvstyres.com
The non-mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate headings detailed below :
The non-executive Directors of the Company are liable to retire by rotation and if eligible, offer themselves for re-appointment.
The quarterly / half-yearly / annual results of the Company are published in English and Vernacular newspapers and are also displayed on the Company's website namely www.tvstyres.com and in the official website of the stock exchanges, where the shares of the Company are listed / traded, as soon as the results are approved by the board. The results are not sent to the shareholders individually.
The statutory financial statements of the Company are unqualified.
REQUEST TO SHAREHOLDERS
Shareholders are requested to follow the general safeguard procedures as detailed hereunder in order to serve them efficiently and avoid risks while dealing in securities of the Company.
DEMAT OF SHARES
Shareholders are requested to convert their physical holding to demat / electronic form through any of the Depository Participants (DPs) to avoid any possibility of loss, mutilation, etc., of physical share certificates and also to ensure safe and speedy transaction in securities.
REGISTRATION OF ELECTRONIC CLEARING SERVICE (ECS) MANDATE
The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account details furnished by the Depositories for payment of dividend through ECS to investors wherever ECS and bank details are available. The Company will not entertain any direct request from members holding shares in electronic mode for deletion of / change in such bank details. Members, who wish to change such bank account details, are therefore requested to advise their DPs about such change, with complete details of bank account.
ECS helps in quick remittance of dividend without possible loss / delay in postal transit. Shareholders, who have not earlier availed this facility, are requested to register their ECS details with the Share Transfer Agent of the Company or their respective DPs
TRANSFER OF SHARES IN PHYSICAL MODE
Shareholders should fill in complete and correct particulars in the transfer deed, for expeditious transfer of shares. Wherever applicable, registration number of power of attorney should also be quoted in the transfer deed at the appropriate place.
Shareholders, whose signatures have undergone any change over a period of time, are requested to lodge their new specimen signature duly attested by a bank manager to the share transfer department.
In terms of SEBI's circular no. MRD/DoP/Cir-05/I009 dated 20th May, 2009, it has become mandatory for transferees to furnish a copy of Permanent Account Number (PAN) for registration of transfer of shares to be held in physical mode.
CONSOLIDATION OF MULTIPLE FOLIOS
Shareholders, who have multiple folios in identical names, are requested to apply for consolidation of such folios and send the relevant share certificates to the Share Transfer Agent of the Company.
UPDATION OF ADDRESS
Shareholders are requested to update their address registered with the Company, directly through the share transfer agent, to receive all communications promptly.
Shareholders holding shares in electronic form are requested to deal only with their DPs in respect of change of address and furnishing bank account number etc.,
Investors are requested to note that National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) have announced the launch of SMS alert facility for demat account holders whereby shareholders will receive alerts for debits / credits (transfers) to their demat accounts a day after the respective transfers. These alerts will be sent to those account holders who have provided their mobile numbers to their Depository Participants (DPs) and made a request for such service. No charge will be levied by NSDL /CDSL on DPs for providing this facility to investors. Further information is available on the website of NSDL and CDSL, namely www.nsdl.co.in and www.cdslindia . com respectively.
TIMELY ENCASHMENT OF DIVIDENDS
Shareholders are requested to encash their dividends promptly to avoid hassles of revalidation / losing your right to claim owing to transfer of unclaimed dividends beyond seven years to Investors Education and Protection Fund (IEPF).
As required by SEBI, shareholders are requested to furnish details of their bank account number and name and address of the bank for incorporating the same in the warrants. This would avoid wrong credits being obtained by unauthorized persons.
Shareholders who have not encashed their dividend warrants in respect of dividend declared for the financial year ended 3Ist March, 2008 and for any financial year thereafter may contact the Company and surrender their warrants for payment.
Information in respect of the unclaimed dividend of the Company with due date for remittance to IEPF is given below:
UNCLAIMED SHARE CERTIFICATES
In terms of the provisions of Clause 5A of the Listing Agreement, (introduced vide SEBI circular dated I6th December, 20I0) the unclaimed share certificates were dematerialized and transferred to "Unclaimed Suspense Account" with M/s Geojit BNP Paribas Financial Services Limited, Kochi. As required under this clause of the Listing Agreement, the Company sent reminder letters to the shareholders, whose share certificates were returned undelivered or unclaimed. Action has been taken thereafter to transfer the unclaimed shares to "Unclaimed Suspense Account" to comply with the requirement of this clause of the Listing Agreement. 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.
PERMANENT ACCOUNT NUMBER (PAN)
Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee(s), members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.