TVS MOTOR COMPANY TVS ~

TVS Motor Company Limited, Registered Office: 'Chailanya· No.12, Khader Nawaz Khan Road,
Chennai -600006, Tamilnadu, India. Telephone : +91-44-28332115 Fax : +91-44-28332113

27th June 2022

BSE Limited, National Stock Exchange of India Ltd

Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor,
Dalal Street, Bandra-Kurla Complex,
Mumbai 400 001. Bandra (E), Mumbai 400 051.
Scrip code: 532343 Scrip code: TVSMOTOR

Dear Sir,
Sub : Intimation on the Outcome of the Proceedings of Annual General
Meeting (AGM), Disclosure of Voting Results

We wish to inform you that the 30th Annual General Meeting of the Company (AGM)
was held on 27th June 2022 through Video Conferencing and the businesses
mentioned in the Notice dated 5th May 2022 convening the AGM were transacted.

In this connection, we enclose the following:

Proceedings of AGM in compliance with Regulation 30 of Annexure – I

SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Voting Results of AGM in compliance with Regulation 44 (3) Annexure – II

of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Scrutinizer’s Report in compliance with Rule 20 of the Annexure – III

Companies (Management and Administration) Rules, 2014.

The said results declared by the Chairman of the meeting and the report submitted
by the scrutinizer are also placed on the Company’s Website and Notice board.

This is for your information and record.

Thanking You,

Yours faithfully
For TVS MOTOR COMPANY LIMITED

K S Srinivasan
Company Secretary
Encl: a/a

Website: www.tvsmotor.com Email: contactus@tvsmotor.com CIN: L35921TN1992PLC022845

 Annexure -I

Summary of Proceedings of the 30th Annual General Meeting

The 30 th Annual General Meeting (AGM) of the members of TVS Motor Company
Limited ("the Company'') was held on Monday, June 27, 2022 at 02.00 P.M. (1ST)
through Video Conferencing. Prof. Sir Ralf Dieter Speth, Chairman occupied the chair.
The requisite quorum being present, the Chairman called the meeting to order with a
prayer. Chairman noted that all directors were present except Mr Venu Srinivasan and
Mr Kuok Meng Xiong who had expressed their inability to attend the meeting due to
personal reasons. Other directors present at the meeting identified themselves to the
shareholders. Mr C R Dua, Mr R Gopalan, Mr T Kannan and Mr H K Singh confirmed
their designations besides as chairman of the Nomination and Remuneration
Committee, Audit Committee, Risk Management Committee and Stakeholders
Relationship Committee respectively.

Notice, Auditors Report and Secretarial Auditors Report were taken as read as all the
above were available with the shareholders. The Chairman informed that both the
Statutory Auditors Report and Secretarial Auditors Report were free from any
qualifications/ observations or other remarks. Chairman then delivered his speech.

After completion of Chairman's speech,

The following items of business, as per the Notice of 30 th AGM were transacted:

1. Adoption of the ·Audited Financial Statements (standalone & consolidated) of the

Company for the year ended 31 st March 2022 and the reports of the Board of
Directors and the Auditors;

2. Re-appointment of Dr. Lakshmi Venu as a director, liable to retire by rotation;

3. Not filling up the vacancy caused by the retirement of Mr H Lakshmanan, as a

Director, who does not offer himself for re-appointment;

4. Re-appointment of Mr Venu Srinivasan as a director, liable to retire by rotation;

and

5. Ratifying the remuneration payable to cost auditor for the financial year 2022-23.
Subsequently, Chairman requested those shareholders who were registered to speak
at the meeting to raise their queries. Five members requested clarifications on certain
operational/ strategic areas of the Company. Clarifications were provided to the
queries raised by the members by Mr Sudarshan Venu, Managing Director of the
Company.

Chairman then thanked the shareholders for participating through e-voting and
informed that the facility to vote on the resolutions contained in the Notice of the
meeting shall remain open upto 15 minutes from the conclusion of the meeting.

Chairman informed the members that the results of e-voting would be announced on
or before 29 th June 2022 and he further informed that the same would be intimated to
the stock exchanges and posted on the website of the Company and NSDL.

Chairman then thanked the members who participated in the meeting and declared
the meeting as closed.

The meeting concluded at 03.10 P.M (1ST).

oOo
 Annexure - II

Results of voting through electronic means

Date of the AGM 27th June 2022

Total number of shareholders on record date (20.06.2022) 1,88,977
No. of shareholders present in the meeting either in person or through
proxy:
Promoters and Promoter Group: Nil
Public: Nil
No. of shareholders present in the meeting through Video conferencing:

Promoters and Promoter Group: 3

Public: 99

Resolution 1
I Adoption of audited financial statements including the consolidated financial statements of the Company for the financial year ended 31st March 2022
together with the reports of the Board of Directors' and Auditors' thereon.
Resolution required: (Ordinary/ Special) Ordinary
Whether promoter / promoter group are interested in the agenda /
No
resolution?

0/o of Votes
0/o of Votes cast 0/o of Votes in
No. of shares No. of Votes in No. of Votes against on
No. of votes cast on outstanding favour on
held favour against votes cast
Category Mode of Voting shares votes cast
(2) (3)=[(2)/(1)]* (6)=[(4)/(2)]*
(1) (4) (5) (7)=[(5)/(2)]*
100 100
1nn
E-Voting 24,13,82,512 100.0000 24,13,82,512 - 100.0000 -
Promoter and Poll 24,13,82,512 - - - - - -
Promoter Group Postal Ballot - - - - -
Total 24,13,82,512 24,13,82,512 100.0000 24,13,82,512 - 100.0000 -
E-Voting 16,53,24,844 88.8846 16,53,24,844 - 100.0000 -
Public- Poll 18,59,99,490 - - - - - -
Institutions Postal Ballot - - - - -
Total 18,59,99,490 16,53,24,844 88.8846 16,53,24,844 - 100.0000 -
E-Voting 13,98,062 2.9306 13,97,528 534 99.9618 0.0382
Public- Non Poll 4,77,05,112 - - - - - -
Institutions Postal Ballot - - - - -
Total 4,77,05,112 13,98,062 2.9306 13,97,528 534 99.9618 0.0382
Total 47,50,87,114 40,81,05,418 85.9012 40,81,04,884 534 99.9999 0.0001
Resolution 2 IRe-appointment of Dr. Lakshmi Venu as a director, who retires by rotation .
Resolution required: (Ordinary/ Special) Ordinary
Whether promoter / promoter group are interested in the agenda /
No
resolution?

% of Votes
% of Votes cast % of Votes in
No. of shares No. of Votes in No. of Votes against on
No. of votes cast on outstanding favour on
held favour against votes cast
Category Mode of Voting shares votes cast
(2) (3)=[(2)/(1)]* (6)=[(4)/(2)]*
(1) (4) (5) (7)=[(5)/(2)]*
100 100 1nn
E-Votinq 24 13 82 512 100.0000 24,13,82 512 - 100.0000 -
Promoter and Poll 24,13,82,512 - - - - - -
Promoter Group Postal Ballot - - - - -
Total 24,13,82,512 24,13,82,512 100.0000 24,13,82,512 - 100.0000 -
E-Votinq 16 53.24 844 88.8846 16 26 OS 279 27 19.565 98.3550 1.6450
Public- Poll 18,59,99,490 - - - - - -
Institutions Postal Ballot - - - - -
Total 18,59,99,490 16,53,24,844 88.8846 16,26,05,279 27,19,565 98.3550 1.6450
E-Votinq 13,97,602 2.9297 13,85,756 11846 99.1524 0.8476
Public- Non Poll 4,77,05,112 - - - - - -
Institutions Postal Ballot - - - - -
Total 4,77,05,112 13,97,602 2.9297 13,85,756 11,846 99.1524 0.8476
Total 47,50,87,114 40,81,04,958 85.9011 40,53,73,547 27,31,411 99.3307 0.6693
Resolution 3 Not filling up the vacancy caused by the retirement of Mr H Lakshmanan, as a Director, who does not offer himself for re-appointment
Ordina
No

% of Votes
% of Votes cast % of Votes in
No. of shares No. of Votes in No. of Votes against on
No. of votes cast on outstanding favour on
held favour against votes cast
Category Mode of Voting shares votes cast
(2) (3)=((2)/(1)]* (6)=[(4)/(2)]*
(1) (4) (5) (7)=((5)/(2)]*
100 100 1nn
E-Votina 24 13 82 512 100.0000 24.13.82 512 - 100.0000 -
Promoter and Poll 24,13,82,512 - - - - - -
Promoter Group Postal Ballot - - - - -
Total 24,13,82,512 24,13,82,512 100.0000 24,13,82,512 - 100.0000 -
E-Votina 16.53.24 844 88.8846 16 53 24.844 - 100.0000 -
Public- Poll 18,59,99,490 - - - - - -
Institutions Postal Ballot - - - - -
Total 18,59,99,490 16,53,24,844 88.8846 16,53,24,844 - 100.0000 -
E-Votina 13 97 589 2.9296 13,93 899 3.690 99.7360 0.2640
Public- Non Poll 4,77,05,112 - - - - - -
Institutions Postal Ballot - - - - -
Total 4,77,05,112 13,97,589 2.9296 13,93,899 3,690 99.7360 0.2640
Total 47 .50.87 .114 40.81 04.945 85.9011 40.81.01.255 3,690 99.9991 0.0009
Resolution 4 IRe-appointment of Mr Venu Srinivasan as a director, who retires by rotation.
Resolution required: (Ordinary/ Special) Ordinary
Whether promoter / promoter group are interested in the agenda /
No
resolution?

% of Votes cast % of Votes in % of Votes

No. of shares No. of Votes in No. of Votes
No. of votes cast on outstanding favour on against on
held favour against
Category Mode of Voting shares votes cast votes cast
(2) (3)=[(2)/(1)]* (6)=[(4)/(2)]* (7)=[(5)/(2)]*
(1) (4) (5)
100 100 100
E-Votinq 24 13 82,512 100.0000 24,13 82 512 - 100.0000 -
Promoter and Poll 24,13,82,512 - - - - - -
Promoter Group Postal Ballot - - - - -
Total 24,13,82,512 24,13,82,512 100.0000 24,13,82,512 - 100.0000 -
E-Votina 16.53 24 844 88.8846 12 36.27.818 4.16 97 026 74.7787 25.2213
Public- Poll 18,59,99,490 - - - - - -
Institutions Postal Ballot - - - - -
Total 18,59,99,490 16,53,24,844 88.8846 12,36,27,818 4,16,97,026 74.7787 25.2213
E-Votinq 13,97,597 2.9297 13 93 658 3 939 99.7182 0.2818
Public- Non Poll 4,77,05,112 - - - - - -
Institutions Postal Ballot - - - - -
Total 4,77,05,112 13,97,597 2.9297 13,93,658 3,939 99.7182 0.2818
Total 47 50.87 .114 40.81.04.953 85.9011 36,64,03,988 4,17 ,00,965 89.7818 10.2182

~
Resolution 5 IRatification of remuneration payable to Mr AN Raman, Practising Cost Accountant as Cost Auditor for the financial year 2022-23.
Resolution reauired: (Ordinary/ Special) IOrdinary
Whether promoter/ promoter group are interested in the agenda/ INo

% of Votes cast % of Votes in % of Votes

No. of shares No. of Votes in No. of Votes
No. of votes cast on outstanding favour on against on
held favour against
Category Mode of Voting shares votes cast votes cast
(2) (3)=[(2)/(1)]* (6)=[(4)/(2)]* (7)=[(5)/(2)]*
(1) (4) (5)
100 100 100
E-Votinq 24,13,82,512 24,13 82 512 100.0000 24 13,82,512 - 100.0000 -
Promoter and Poll - - - - - -
Promoter Group Postal Ballot - - - - -
Total 24,13,82,512 24,13,82,512 100.0000 24,13,82,512 - 100.0000 -
E-Votina 18,59,99,490 16 53.24.844 88.8846 16 45 98 868 7 25.976 99.5609 0.4391
Public- Poll - - - - - -
Institutions Postal Ballot - - - - -
Total 18,59,99,490 16,53,24,844 88.8846 16,45,98,868 7,25,976 99.5609 0.4391
E-Votina 4,77,05,112 13 97 991 2.9305 13.96.559 1.432 99.8976 0.1024
Public- Non Poll - - - - - -
Institutions Postal Ballot - - - - -
Total 4,77,05,112 13,97,991 2.9305 13,96,559 1,432 99.8976 0.1024
Total 47 ,50,87 ,114 40,81,05,347 85.9012 40,73,77 ,939 7,27,408 99.8218 0.1782
 Annexure - III

OS K SRIRAM,
Practising Company Secretary
B.Com, ACA, FCS

Consolidated Scrutiniser's Report

[Pursuant to Section 108 of the Companies Act; 2013 and Rule 20 of the Companies (Managem ent and
Administration) Rules, 2014)

27th June 2022

To,
The Chairman,
TVS Moto:r Company Limited
[CIN:L35921TN1992PLC02284~
"Chaitanya", No.12, Khader Nawaz Khan Road,
Nungambakkam, Chennai - 600 006.

Dear Sir,

Sub: Scrutinizer's Report on Remote e-voting (prior to and at the AGM) in respect of the
30th Annual General Meeting of the Company held on 27th June 2022 through
VC/OAVM

The Board of directors of the Company, pursuant to resolution passed at t heir meeting held on
5 th May 2022 appointed me as the Scrutiniser for the remote e-voting process to be conducted in
relation to the 30th Annual General Meeting {AGM) of the Company to be he ld -on 27 th June 2022
('the 30 th AGM') through Video-conferencing/ Other audio-visual means (VC / OAVMJ.

I submit my consolidated report as under:

1. Since the Equity shares of the Company are listed on the National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE), the Company has provided e -voting facility, in terms of
Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and
Administration Rules), 2014, Regulation 44 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, General Circular No.2/2022 dated 5 th May 2022 issued by
the Ministry of Corporate Affairs (MCA), and Circular No. SEBI/HO /CFD/CMD2 /CIR/
P/2022/62 dated 13 th May 2022 issued by the Securities and Exchange Board oflndia (SEBI).

2. The items of business as set out in the notice convening the 30th AGM and covered by the
remote e-voting (prior to and at the AGM) are as follows:

"SHRESHTAM", Old No. 17, New No.16, Pattammal Street, Mandaveli, Chennai - 600 028.
(044) 420740 12/ 24611440 sriram.krishnamurthy@rediffmail.com
 TVS MOTOR COMPANY LIMITED
Consolidated Scrutiniser's report on remote e-voting prior to and at the 30th AGM held on 27th June 2022

Item Nature of Type of Subject-matter

No. business Resolution

1 Ordinary Ordinary A?option of Standalone and consolidated audited

' financial statements for the year ended 31 st March 2022,
together with the Directors' report and the Auditors'
Report thereon.

2 Ordinary Ordinary Re-appointment of Dr. Lakshmi Venu (DI N: 02702020)

who retires by rotation, as a Director.

3 Special Ordinary Not filling up the vacancy arising in the Board of

Directors, due to retirement of Mr. H Lakshmanan,
Director (DIN: 00057973) by rotation.

4 Special Ordinary Re-appointment of Mr. Venu Srinivasan (DI N: 00051523)

as a Director liable to retire by rotation.

5 Special Ordinary Ratification of the remuneration of Rs. 8 lakhs payable to

Mr. AN Raman, P~actising Cost Accountant (Membership
No.5359), Cost Auditor, for the year 202 2-23.

3. The remote e-voting facility (prior to and at the AGM) was provided by National Securities
Depository Limited (NSDL) . NSDL allotted E-Voting Event Number (EVEN) 120007 for the
remote e-voting process in relation to the 30th AGM.

4. Notice convening the 30 th AGM (along with t he Annual Report for the financial year ended
31 st March 2022) was sent by NSDL on 3 rd June 2022 to 1,76,474,1shareholders out of the
1,87,558 shareholders as on 27 th May 2022 (being the cut-off date 1for dispatch of the AGM
' ,.
Notice to the shareholders), through e-mail to their e-mail address registered with the RTA /
the Depositories. Physical copies of the AGM Notice and Annual Report were no~ sent to the
shareholders in view of the exemption provided by MCA and SEBI vide their Circulars referred
to above. However, physical copies of the AGM Notice and Annual Report were sent to some of
the shareholders who had requested for the same.

5. Notice convening the 30 th AGM was also sent to the Directors, Auditors and Debenture trustees
on 3 rd June 2022, and submitted to NSE and BSE on 3 rd June 2022.

6. The prescribed particulars relating to the e-voting process for the 30th AGM were1advertised in
"Business Standard" (all India edition) in English, and "Hindu Tamil" in Tamil, on 4 th June 2022.

Page 2 of 4
 TVS MOTOR COMPANY LIMITED
Consolidated Scrutiniser's report on remote e-voting prior to and at the 30th AGM held on 27th June 2022

The advertisement also stated the manner in which shareholders whose e-mail address was
not registered could register the same with the Company.

7. Integrated Registry Management Services Private Limited, the Registrar and Share transfer
agents of the Company ('the RTA') provided the list of shareholders as on 20th June 2022, being
the cut-off date fixed for determining eligibility to vote in respect of the items of business to be
transacted at the 30 th AGM ('the cut-off date').

8. As on the cut-off date, the paid-up Equity share capital of the Company comprised of
4 7,50,87,114 Equity shares of Re.1/- each. This included:
(a) 75,855 shares lyi ng in the TVS Motor Company Limited - Unclaimed Suspense Account
('Unclaimed Suspense Account'), on which voting rights were frozen in terms of Schedule
VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and
(b) 15,37,032 shares transferred to and lying in the demat account of the Investor Education
and Protection Fund Authority, Ministry of Corporate Affairs ('IEPF Authority'), in terms of
Section 124(6) of the Companies Act, 2013.

9. The remote e-voting facility prior to the 30 th AGM commenced on Friday, 24th June 2022, at
9:00 A.M. (1ST) and ended on Sunday, 26 th June 2022, at 5:00 P.M. (1ST).

10. The 30 th AGM was held on Monday, 27 th June 2022, at 2:00 P.M. (1ST), through Video
conferencing/ other audio-visual means (VC / OAVM).

11. Remote e-voting facility provided by NSDL was available at the AGM, from the time of
commencement upto 15 (fifteen) minutes after conclusion of the proceedings, to enable the
members attending the AGM who had not cast their vote through remote e-voting prior to the
AGM to exercise their voting rights.

12. On completion of the remote e-voting at the AGM, I unblocked the votes cast through remote
e-voting (prior to and at the AGM) on the e-voting in the presence of two witnesses not in the
employment of the Company and obtained the e-voting report from the remote e-voting
website of NSDL.

13. I have scrutinised the votes cast through remote e-voting (prior to and at the AGM) on the
e-voting platform provided by NSDL and validated the same with the list of shareholders and
their shareholding as on the cut-off date.

14. I have also verified and confirmed that no voting rights were exercised in respect of the shares
lying in the Unclaimed Suspense Account or with the IEPF Authority.

15. I have recorded the particulars relating to the votes cast through remote e-voting (prior to and
at the AGM) in a separate register maintained in electronic form.

Page 3 of 4
 TVS MOTOR COMPANY LIMITED
Consolidated Scrutiniser's report on remote e-voting prior to and at the 30th AGM held on 27th June 2022

16. The consolidated results of remote e-voting (prior to and at the AGM) are as under:

Item Total valid Valid ballots/ votes in favour of Valid ballots/votes against the
No. ballots/votes the resolution resolution

No.of No. of Votes No.of No. of Votes % of valid No. of No. of Votes % of valid
Ballots cast Ballots cast votes Ballots cast votes

1 736 40,81,05,418 728 40,81,04,884 99.9999% 8 534 0.0001%

2 735 40,81,04,958 684 40,53,73,547 99.3307% 51 27,3 1,411 0.6693%

3 731 40,81,04,945 709 40,81,01,255 99.9991% 22 3,690 0.0009%

4 734 40,81,04,953 634 36,64,03,988 89.7818% 100 4,17,00,965 10.2182%

5 733 40,81,05,347 712 40,73,77,939 99.8218% 21 7,27,408 0.1782%

10. All the 5 (five) ordinary resolutions set-out in the Notice convening the 30th AGM have been
passed with the requisite majority on the date of the AGM nam ely, 27 th June 2022. You may
declare the results accordingly.

Thanking you,
Yours faithfully, yl'I

~/I'
KSRIRAM
Practising Company Secretary (CP No. 2215)
Scrutiniser

UDIN:F006312D0005359 18

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