Apparnah - TIDC Project
Apparnah - TIDC Project
Tube Investments of India Limited (TII) is the Murugappa Group's first company to
be established in the engineering segment. It began operations in 1949 with a plant
in Chennai that manufactured bicycles. The ambition of transforming TII into an
engineering powerhouse fuelled the growth of important businesses such as
Precision Tubes in 1955 and Chains in 1960, pioneering and leading the way in
precision value-added sheet metal formed components since 1965.
TIDC India was established in 1960 in collaboration with Diamond Chains Co. as
part of the US $700 million Tube Investments of India Ltd. to produce bicycle
chains. They eventually expanded their product line to include over 1000 different
types of roller chains. From leaf chains and conveyor chains to industrial power
transmission chains, corrosion-resistant chains (plated and stainless steel),
attachment, extended and hollow pin, O ring and self-lube, tiller, motorcycle drive
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chains and engine mechanism chains, their annual production exceeds 15 million
metres. To strengthen their position in global markets, they purchased Sedis, a 150-
year-old French chain manufacturer, in 2010. TIDC exports chains under the brand
name 'Rambo' and is well-known in Europe, the United States, Japan, South
America, and Asia for its high quality and dependability. Over half of the chains
exported are for special applications. The 'Diamond' brand chain caters to two-
wheelers and industrial OEMs in the domestic market. TIDC supplies leading
automotive companies like Hero Honda, Bajaj, Honda Motorcycle and Scooters
India, Yamaha Motors, TVS Motors and Suzuki India. TIDC powers one out of
every two in India. The Company keeps close to its product users and has a well-
established service network to provide solutions to customers.
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TII - HERITAGE
The Group traces its origins to 1898 when Dewan Bahadur A M Murugappa
Chettiar went as an apprentice to Burma (now Myanmar). While learning financial
skills and Burmese he founded a firm in Moulmein, a large port city in Lower
Burma. This grew into a prosperous family-owned business, with interests in
Banking, Rubber and Trade, covering Malaya (Malaysia), Ceylon (Sri Lanka),
Indonesia and Vietnam. During the outbreak of World War II, the family had the
foresight to move significant assets to India; this financial prudence ensured that the
business would rebound after the disaster. And rebound it did.
Back home in India, the Group engaged in businesses like Rubber, Steel cabinets,
Yarn and other traded goods. Political Independence spawned Economic
Independence: and AMM Murugappa Chettiar, Dewan Bahadur’s eldest son (and
by then, head of the family) was quick to realise it. His vision was to start a business
to manufacture a product for the common man that they could sell in large numbers.
Thus, in 1949, TI Cycles of India (TICI) was born in collaboration with TI of the
UK. It was the Group’s first of many successful Joint Ventures and its first foray
into large-scale manufacturing. Later, as a measure of backward integration, the
group formed 2 more companies: Tube Products of India (TPI) in 1955, to make
steel tubes for bicycle frames and TI Diamond Chain (TIDC) in 1960 to make
bicycle chains.
In 1959 Tube Investments of India (TII) was formed by merging TI Cycles of India
and Tube Products of India. TI Diamond Chain was merged with the parent
company in 2004. In 1962, the company saw a potential to leverage its engineering
skills to address the market for roll-formed metal products. So a new unit called TI
Metal Forming was created to realise this potential; to this day it is recognised as
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the pioneer in this business. Over six decades of its existence, TII has built
significant skills in engineering and metallurgy, which is fully supported by a central
R&D function. A Total Quality Management approach has ensured a satisfied
community of customers and TII is the preferred supplier in all the markets it
operates. TII continues the tradition of financial discipline and prudence set by the
founding fathers. Today TII is an Indian company with a global outlook.
● Mobility
○ TI Cycles of India
● Engineering
○ Tube Products of India
○ TPI CRSS
○ TI Machine Building
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● Metal Formed Products
○ TIDC Auto Chains and Fine Blanking
○ TIMF Auto and Railways
● Other Businesses
○ TI Macho TMT Bars
○ TIDC Industrial Chains
○ TI Opto Electric Solutions
TIDC INDIA
TIDC India was formed in 1960 as a bicycle chain manufacturer. Today, the
company is a pioneer in manufacturing automobile chains, industrial chains, fine-
blanked components, and other power transmission goods. TIDC India's customer
base includes industry leaders such as Mitsubishi Caterpillar Forklift America, Case
New Holland, Bendix Commercial Vehicle Systems, Knorr Bremse, John Deere,
Atlas Copco, FLSmidth, CLAAS, ONGC, Godrej, Kion, Honda Motorcycle, Hero
Moto Corp, Bajaj Auto, Royal Enfield, Mahindra & Mahindra, Maruti Suzuki,
Yamaha Motor and Ford.
TIDC India has exceptional manufacturing skills thanks to its over 60 years of
experience manufacturing perfection in chains for various applications. TIDC
Industrial Chains Division features an in-house R&D and testing centre, new
product development facilities, high-efficiency equipment, and a highly skilled
team that exceeds global standards through a wonderful TQM Approach. Their
satisfied clients demonstrate their commitment to excellence in everything they do.
Rombo, a powerful brand for its global clients, has a presence in over 40 countries
to better service their needs worldwide. Rombo chains, known for their exceptional
quality and dependability, have achieved recognition and reputation in Europe, the
United States, South America, Japan, and several Asian markets. It caters to the
American market through its warehouse in the United States. More than half of the
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chains shipped are for special-purpose purposes, demonstrating the engineering
class of chain-making.
VISION OF TIDC
MISSION OF TIDC
TIDC SEGMENTS
● Auto Chains
● Fine Blanking
● Industrial Chains
AUTO CHAINS
TIDC Auto Chains, the world leader in automotive chains, takes pride in
providing its clients with high-quality products at competitive costs. Their
Automotive section includes drive and timing chains for motorcycles, sprockets to
supply 2-wheeler OEMs, and spare parts for the 2-wheeler market. The various
kinds and sizes of chains produced by TIDC are classified here.
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➢ Extended Pin Chains
➢ Hollow Pin Chains
➢ Accumulator Chains
➢ Rubber Top Chains
➢ Work Standard Special Chains
❖ Agricultural Chains
❖ Conveyor Chains
❖ Leaf Chains
❖ Speciality Products
➢ Oil Field Chains
➢ Pin Oven Chains
➢ Corrosion Resistant Chains
➢ Special Chains
FINE BLANKING
INDUSTRIAL CHAINS
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range of other power transmission components. The division operates four
manufacturing sites dedicated to manufacturing a wide range of superior power
transmission products for agriculture, automobiles, cement, steel, sugar, fertiliser,
textile, food, and other sectors.
CORPORATE INFORMATION
BOARD OF DIRECTORS
❖ M A M Arunachalam - Executive Chairman - DIN-00202958
❖ Vellayan Subbiah - Executive Vice Chairman - DIN-01138759
❖ Mukesh Ahuja - Managing Director - DIN: 09364667
❖ Anand Kumar - Independent Director - DIN-00818724
❖ Tejpreet Singh Chopra - Independent Director - DIN-00317683
❖ Sasikala Varadachari - Independent Director - DIN-07132398
❖ V S Radhakrishnan - Independent Director - DIN-08064705
❖ K R Srinivasan - President and Whole-time Director - DIN-08215289
COMPANY SECRETARY
❖ S Krithika
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OBJECTIVES
MAIN OBJECTIVES
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❖ Fabricate assemblies and components for industries like transport, material
handling, and power transmission.
ANXILIARY OBJECTIVES
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AWARDS AND MILESTONES OF THE COMPANY
MILESTONES
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● Developed sidewall, roof assembly, and end wall for
railway coaches at the Kakkalur plant
2002 ● TPI bagged the coveted Sword of Honor Award for Safety
from the British Safety Council, UK
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AWARDS AND RECOGNITIONS
❖ TIDC received the Golden Peacock National Quality Award from the
Institute of Directors in 1998.
❖ Achievement Award from Honda Motor Cycle for the year 2009-2010
❖ Certificate of Authority to use the official API Monogram from the American
Petroleum Institute from 13th December 2011 to 13th December 2014
❖ Award from Hero Motocorp Ltd for Commendable Performance during the
year 2012-2013
❖ Quality Award - Silver from Bajaj Auto Limited for achieving ZERO PPM.
❖ Best Overseas Supplier award from Kayaba, Malaysia in the year 2023-2024
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UNDER THE COMPANIES ACT, 1956
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
TUBE INVESTMENTS OF INDIA LIMITED
II. The Registered office of the Company will be situated in the state of Tamil
Nadu.
III. The objects for which the Company is established are as follows:-
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apparels, foot wears, toys, mobility products, apparatus and articles of every
description.
4. To carry on the business of manufacturers, assemblers, dealers, importers,
exporters, merchants, distributors and stockists of tubes and tubular goods
made of steel and of any other metals and of plastics and of synthetic
materials and of all kinds and materials and tubes and tubular goods for
engineering, aircraft and shipbuilding industries, cycle and automobile 29
tubing of all kinds including precision, mechanical and pressure, flush and
sanitary pipes, furniture tubes, pressure vessels, headers, steel drums, steel
gas cylinders, locomotives, boiler tubes, transformer tubes, conduits and
tubes of all kinds and materials for military and defence purposes.
5. To act as consulting engineers, consultants, and advisers in
structural/civil/design engineering, to undertake projects involving use of
tubes and metal sections of turnkey basis and to carry on business of
manufacturers, assemblers, erectors, builders and as dealers, importers,
exporters, merchants, agents, distributors and stockists of metal sections of
every description, machines, gland packings and mechanical seals, heat
exchanger packings, ferrules, fittings, controlled tube expander equipment,
mouldings and fabrications in Fluon and Teflon (P.T.F.E.), cold rolled metal
sections, manipulated components and fabricated assemblies of every
description for engineering, building, transport, aircraft, material handling,
power transmission and shipbuilding, railcars and bus body frames,
prefabricated buildings, furniture, vehicle seating, paints, traffic signs and
metal sports goods.
6. To carry on the business of manufacturers, assemblers, engineering and
constructional contractors, bodybuilders and fitters of vehicles, cars, buses
and lorries and contractors and builders of any vehicles, machinery and
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factories in the construction of which tubes or tubular materials or metal
sections are used or incorporated.
7. To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for
market and otherwise deal with, tubes and tubular goods and metal sections
and goods in the manufacture or construction of which tubes or tubular goods
of any kind or material or metal sections are used.
8. To carry on business as manufacturers, assemblers, dealers, importers,
exporters and merchants, agents and distributors of saddles and seats for
cycles and for any kind of vehicles to which saddles and seats are fitted and
all accessories and components thereof.
9. To carry on business as manufacturers, dealers, importers, exporters,
merchants, agents and distributors of cycle chains, motorcycle chains,
agricultural chains, industrial chains, roller chains and chains of all
descriptions, sprockets and all power transmission-related products and auto
components.
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substances, apparatus, materials and other articles and things in connection
with the business of the Company as such, as are capable of being used in
any such business as aforesaid or required by the Company or its customers
for any wholesale or retail purchase and/or sale.
2. To purchase for investment or sale and to traffic in and manage land, house
and other property of any tenure and any interest thereon and to create, sell
and deal in freehold and/or leasehold ground, rent, rights and interest.
3. To enter into any arrangement and to take all necessary and proper steps with
Government or other authorities supreme, national, local, municipal or
otherwise of any place in which the Company may directly or indirectly have
interest and to carry on any negotiations or operations for the purpose of
directly or indirectly carrying out the objects of the company or affecting any
modifications in the constitution of the Company or furthering the interest of
its members and to oppose any such steps taken by any other company firm
or person which may be considered likely, directly or indirectly to prejudice
the interest of any legislation which may appear to be in the interest of the
Company and to oppose and resist whether directly or indirectly legislation
which may seem disadvantageous to the Company and to obtain from any
such Government authorities or any company any charters, decrees, rights,
privileges or concessions.
4. To acquire and undertake the whole or any part of the undertaking, business,
property and liabilities of any Company, firm or person carrying on any
business, which the Company is authorized to carry on or possessed of
property suitable for the purpose of this Company.
5. To acquire by purchase lease or otherwise for the purpose of the Company
real and personal property rights or privileges and in particular land,
buildings, vehicles, rights of way licenses, concessions or privileges,
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equipment and accessories and also to construct buildings, to add to, alter,
modify demolish rebuild and rejoin any of the buildings of the Company.
6. To invest and deal with moneys of the Company not immediately required
in such manner as may from time to time seem expedient.
7. Subject to Section 58 A of the Companies Act, 1956 to accept deposits from
members of this Company either in advance of calls or otherwise generally
to borrow or raise, secure the payment of the money for those or other
purpose to mortgage or charge the whole or any part of the undertaking or
property and rights of the Company present or future, including uncalled
capital and to issue at a premium or discount debentures or other obligations
and either permanent or redeemable and to redeem pay off or satisfy the same
without carrying on any banking business within the meaning of Banking
Regulations Act, 1949.
8. To issue shares, debentures, debenture stock or other securities on such terms
and conditions as the Company shall determine and to purchase, redeem, pay
off or convert into equity any such securities on such terms and conditions
as the Company shall determine.
9. To lend money to such persons and on such terms as the Company may deem
expedient and to give guarantee or indemnity as the Company deems fit.
10. To give donations or subscriptions to any religious, charitable or social
institutions or to give any charity incidental or conducive to any business that
may be carried on by the Company, but not to any political purposes.
11. To undertake promote assist or engage in all kinds of research and
development work required to promote, assist or engage in setting up
facilities for engaging various services.
12. To enter into collaboration or consortium or strategic partnership agreements
with any person, whether in India or abroad also whether the nature of the
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agreements is financial or otherwise on such terms and conditions as the
Company deems fit.
13. To sell, exchange, mortgage (with or without power to sell) assign, lease sub-
let and generally deal with the whole or any part of the business, estate
property or undertaking of the Company as a going concern to any person or
persons, association or associations or otherwise for such consideration as
the Company may think fit either for cash or for shares, debentures or
securities to any other company having objects altogether or in part, similar
to the objects of the Company and to hold or distribute among the members
the whole or part of the consideration for such transaction;
14. To remunerate any person firm or company rendering services to this
Company either by cash payment or by allotment to him or them of shares or
securities of the Company credited as paid up in full or in part or otherwise,
as may be thought fit.
15. To pay either in cash or by allotment of shares, all costs, charges and
expenses incurred or sustained in or about the promotion and establishment
of the Company or which the Company shall consider to be in the nature or
preliminary expenses.
16. To insure with any person or company against losses, damages, risks and
liabilities of any kind, which may affect the Company either wholly or
partially.
17. To distribute any property of the Company among the members in specie or
in kind in the event of it being wound up.
18. Subject to the provisions of the Companies Act, 1956 to indemnify members,
officers, directors, and employees of the Company against proceedings,
costs, damages, claims and demands in respect of anything done or ordered
to be done by them for and in the interest of the Company or any loss,
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damages or misfortunes whatsoever which shall happen in execution of their
office or in relation thereto.
19. To initiate, conduct, defend or compound any legal proceedings by or against
the company or its officers or otherwise concerning the affairs of the
Company and to pay satisfy or compromise any claim made against the
Company or any of its officers notwithstanding that the claim may not be
valid at law.
20. To oppose by lawful means any legislative measures bills or other
applications, which could or might if passed adversely affect the interests of
the Company.
21. To buy or otherwise acquire and hold shares in any other company having
objects altogether or in part similar to those of this Company.
22. To enter into any contract, agreement arrangements or other dealings in the
nature of consultancy or otherwise which may seem profitable to the
Company.
23. To open operate and close bank accounts and to draw accept and make and
to endorse, discount and negotiate bills of exchange, promissory notes and
other negotiable instruments.
24. To provide for the welfare of directors or persons in the employment of the
Company or formerly in the employment of the Company and the wives,
widows and other family members of such persons by grants of money
pensions, superannuation, gratuity, insurance bonus, medical benefits or
otherwise.
25. To open, operate and close bank accounts and to draw, accept and make
endorse, execute, negotiate, issue, purchase discounts, hold and dispose of
cheques, promissory notes, bills of exchange, hundies, drafts, bills of lading,
railway receipts, warrants, debentures and other negotiable instruments and
contract deeds.
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26. To borrow loans or raise money by itself or jointly with others or otherwise
the company may think fit, and on the securities of any such money so
borrowed, raised or received to mortgage, pledge or charge the whole or any
part of the property, assets, or revenue of the company, present or future,
including its uncalled capital by special assignment or otherwise or to
transfer or convey the same absolutely or in trust and to give the lenders
power of sales and other powers as may seem expedient and to purchase
redeem or pay off any such securities but not do the business of banking as
defined under the Banking Regulation Act, 1949.
27. To promote, form, establish or aid in the promotion, formation, or
establishment of any company or companies, association or associations,
subsidiary to this Company or otherwise for the purpose of acquiring or
purchasing or taking over the entire undertakings of this Company or any of
its subsidiary undertakings or any property or rights of this Company, or any
of its contracts, options or liabilities or for any other purpose which the
Company or its directors may deem directly or indirectly calculated to benefit
this Company, or any land or estate in which it is interested, or to assist in
the attainment or promotion of its objects, and to subscribe for, place,
guarantee the placing of, underwrite or pay commissions to secure the
subscription of the capital or securities of or loans to any such company.
28. To let on lease or on hire purchase system or to lend or otherwise dispose of
any property belonging to the Company and to finance, purchase any article
or articles whether made by the Company or not, by way of loans or by the
purchase of any such article or articles and the letting thereof on the hire
purchase system or otherwise howsoever and to act as financiers generally.
29. To amalgamate with any other company whose objects are similar to those
of this Company, whether by sale or purchase (for fully or partly paid up
shares or otherwise) of the undertaking subject to the liabilities of this or any
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such other company as aforesaid with or without winding up, or by sale or
purchase (for fully or partly paid up shares or otherwise) of all or a
controlling interest in the shares of stock of this or any such other company
as aforesaid, or by partnership or any arrangement of the nature of
partnership or in any other manner.
30. To do all or any of the above things and all such other things as are incidental
or may be thought conducive to the attainment of the above objects or any of
them in any part of the world, and as principals, agents, contractors, trustees
or otherwise, and by or through trustees, agents or otherwise and either alone
or in conjunction with others.
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acquire, promote, aid, foster, subsidise, or acquire, interest in any industry or
undertaking in any country or countries whatsoever.
3. To carry on the business of builders, engineers, undertake and execute
constructional, engineering and allied contracts and works of all kinds.
VI. We, the several persons, whose names and addresses are subscribed hereto,
are desirous of being formed into a Company in pursuance of this
Memorandum of Association, and we respectively agree to take the number
of shares in the Capital of the Company set opposite our respective names:
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2 Sd/- 10 (Ten)
L RAMKUMAR
S/o.S Lakshminarayanan
14, 2nd Floor Seethama
Colony,
3rd Cross Street,
Chennai 600 018 All the subscribers
Business Executive signed before me
PAN AAIPR9727K (G SUBRAMANIAM)
R Sridharan &
3 Sd/- 10 (Ten) Associates
K Balasubramanian Company Secretaries
S/o.R Krishnamurthy New No.5 (Old No.12)
“Shanti Enclave” Sivasailam Street,
Flat No. 11, 4th Floor T Nagar,
25 Venkatakrishna Road Chennai-600017
R A Puram Chennai 600 028
Business Executive
PAN: AAEPB7201Q
4 Sd/-
M R DIWAKAR
S/o. M R Rajagopal
3/7, Withypool Complex
Boat Club Road,
R A Puram, Chennai 600 028
Business Executive
PAN: AACPD1276F
5 Sd/- 10 (Ten)
S SURESH
S/o. K Swaminathan
Flat No. 16 Krishna
Apartments,
36 Bagirathi Ammal Street,
T Nagar, Chennai 600 017
Business Executive
PAN AIYPS7118M
6 Sd/- 10 (Ten)
KRISHNA RAMNATH
S/o. V Ramnath
C-1, Pranav, 6 & 7 Haddows
24
Road
Chennai 600 026
Company Executive
PAN: AAIPR0776Q
7 Sd/- 10 (Ten)
P R EASWARAN
S/o. P E Ramakrishnan
Plot No 31, 2nd Street,
Dr. D C Kothari Nagar,
Ramapuram, Chennai 600
089
Company Executive
PAN: AABPE7779B
TOTAL 70,000
(Seventy
Thousand)
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ARTICLES OF ASSOCIATION
OF
TUBE INVESTMENTS OF INDIA LIMITED
The Articles of Association (AOA) are a legal document that defines the rules
and regulations that govern a company's operations. The AOA, an important portion
of a business's constitutional document, is frequently referred to as the "constitution
of a company” The articles explain the company's managerial and administrative
structure and the responsibilities and rights of shareholders.
CONSTITUTION
Table ‘F’ applicability: The Regulations contained in the Table marked ‘F’
in Schedule I to the Companies Act, 2013 shall apply to the Company, except to the
extent they are in conflict with the Articles set out hereunder. Company to be
governed by these Articles: The Regulations for the management of the Company
and for the observance by the Members thereto and their representatives, shall,
subject to any exercise of the statutory powers of the Company with reference to the
deletion or alteration of or addition to its Regulations by resolution as prescribed or
permitted by the Companies Act, 2013, be such as are contained in these Articles.
SHARE CAPITAL
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➢ Preference Share Capital.
❖ Subscribers to the Company's Shares can get share certificates or hold them
in a dematerialised form at a Depository.
❖ Board has the power to issue or reissue Preference Shares of one or more
classes which are liable to be redeemed, or converted to Equity Shares, on
such terms and conditions and in such manner as determined by the Board
following the Act.
❖ The Company may exercise the power to pay a commission to any person
for subscription to securities issued.
❖ In respect of any Share or Shares held jointly by several persons, the
Company is not bound to issue more than one certificate, and delivery of a
certificate for a Share to one of several joint holders shall be sufficient
delivery to all such holders.
If at any time the Share Capital is divided into different classes of Shares, the
rights attached to any class (unless otherwise provided by the terms of issue of the
Shares of that class) may, subject to the provisions of the Act, and whether or not
the Company is being wound up, be varied with the consent in writing, of the holders
of three-fourths of the issued Shares of that class or with the sanction of a special
resolution passed at a separate meeting of the holders of the Shares of that class or
in such other manner as may be prescribed by the Act and the Rules.
ALTERATION OF CAPITAL
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The Company may reduce its share capital, any capital redemption reserve account,
any securities premium account and/or any other reserve as available.
RIGHTS OF STOCKHOLDERS
The holders of stock shall, according to the amount of stock held by them,
have the same rights, privileges and advantages as regards dividends, voting at
meetings of the Company, and other matters, as if they held the Shares from which
the stock arose. But no such privilege or advantage (except participation in the
dividends and profits of the Company and in the assets on winding up) shall be
conferred by an amount of stock which would not, if existing in Shares, have
conferred that privilege or advantage. Such of these Articles of the Company as are
applicable to paid-up Shares shall apply to stock and the words “Share” and
“Shareholder”/“Member” shall include “stock” and “stock-holder” respectively.
CALLS ON SHARES
The Board may, from time to time, make calls upon the Members in respect
of any monies unpaid on their Shares (whether on account of the nominal value of
the Shares or by way of premium) and not by the conditions of allotment thereof
made payable at fixed times. A call may be revoked or postponed at the discretion
of the Board. A call shall be deemed to have been made when the resolution of the
Board authorising the call was passed and may be required to be paid in instalments.
The joint holders of a Share shall be jointly and severally liable to pay all calls or
instalments due in respect thereof.
If a sum called in respect of a Share is not paid before or on the day appointed for
payment thereof (the “due date”), the person from whom the sum is due shall pay
interest thereon from the due date to the time of actual payment at such rate as may
be determined by the Board. The Board shall be at liberty to waive payment of any
such interest wholly or in part.
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FORFEITURE OF SHARES
If a Member fails to pay any call, or instalment of a call or any money due in
respect of any Share, on the day appointed for payment thereof, the Board may, at
any time thereafter serve a notice on him requiring payment of so much of the
money as is unpaid, together with any interest which may have accrued and all
expenses that may have been incurred by the Company because of non-payment. If
the requirements of any such notice as aforesaid are not complied with, any Share
in respect of which the notice has been given may, at any time thereafter, before the
payment required by the notice has been made, be forfeited by a resolution of the
Board to that effect.
The forfeiture of a Share shall involve extinction at the time of forfeiture, of all
interest in and all claims and demands against the Company, in respect of the Share
and all other rights incidental to the Share. A forfeited Share shall be deemed, the
company’s property and may be sold, re-allotted or disposed of as the Board thinks
fit. Before a sale, re-allotment or disposal as aforesaid, the Board may cancel the
forfeiture on such terms as it thinks fit.
The Board may accept a surrender of any Share from or by any Member desirous of
surrendering them on such terms as they think fit.
TRANSFER OF SHARES
The transferor or transferee may apply to register the transfer of shares in the
Company. When the transferor applies to partly paid Shares registration, the transfer
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will not be registered unless the Company notifies the transferee and the transferee
does not object to the transfer within two weeks of receiving the notification.
The Company will not charge a fee for the transfer or transmission of shares, or for
the registration of any Powers of Attorney, Probates, Letters of Administration, or
similar documents, except the issue of fresh Share Certificates instead of
surrendered certificates for consolidation, splitting, or otherwise.
TRANSMISSION OF SHARES
On the death of a Member, the survivor or survivors where the Member was
a joint holder, and his nominee or nominees (nominated as per Section 72 of the
Act) or legal representatives where he was a sole holder, shall be the only persons
recognised by the Company as having any title to his interest in the Shares.
BUYBACK OF SHARES
Subject to the provisions of the act, the company may purchase its shares or
other specified securities.
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GENERAL MEETINGS
The company shall hold an Annual General Meeting following the provisions
of the AOA and the Act. The meeting shall be held within six months from the date
of the closing of the financial year. Every Annual General Meeting shall be called
during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a
National Holiday. The meeting shall be held at the Company’s registered office or
some other place within the city where the registered office is situated as the Board
may decide.
All General Meetings other than an Annual General Meeting shall be called
Extraordinary General Meetings. The Board may call an Extraordinary General
Meeting whenever it thinks fit. The Board of Directors shall, at the requisition made
by such number of Members and in a prescribed manner under the Act, call an
Extraordinary General Meeting of the Company. Such requisition from the
Members shall be provided in writing or electronic mode at least twenty-one days
before the proposed date of such Extraordinary General Meeting. An Extraordinary
General Meeting called by the requisitionists shall be held either at the Company’s
registered office or at some other place within the city where the Company’s
registered office is situated. All other Extraordinary General Meetings shall be held
at any place within India.
The notice of a General Meeting shall specify the place, date, day and hour
of the meeting and shall contain a statement of the business to be transacted at such
meeting. The notice shall also specify whether the meeting is an Annual General
Meeting or an Extraordinary General Meeting. No business shall be transacted at
any General Meeting unless a quorum of Members is present at the time when the
meeting commenced business. The quorum shall be:
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a. Five Members personally present if the number of Members as of the date of
the meeting is not more than one thousand;
b. Fifteen Members personally present if the number of Members as of the date
of the meeting is more than one thousand but up to five thousand;
c. Thirty Members personally present if the number of Members as of the date
of the meeting exceeds five thousand,
or such other number as may be prescribed under the Act from time to time.
The Chairman of the Board shall if willing preside as the Chairman at every General
Meeting of the Company. If there is no such Chairman, or if he is not present within
fifteen minutes after the time appointed for holding the meeting, or is unwilling to
act as Chairman of the meeting, the Vice-Chairman, if any, shall preside over such
General Meeting. If the Vice-Chairman is not present then the Directors present
shall elect one amongst them to be Chairman of the meeting. If at any meeting no
Director is willing to act as Chairman, the Members present shall, by show of hands
unless a poll or electronic voting is demanded, choose one amongst them to be
Chairman of the meeting. No business shall be discussed or transacted at any
General Meeting except the election of the Chairman whilst the chair is vacant.
BOARD OF DIRECTORS
The number of Directors shall not be less than 3 (three) and shall not be more
than 12 (twelve). The Company may appoint more than twelve Directors after
passing a special resolution in a General Meeting.
The Company shall have such proportion of Independent Directors in the Board and
be appointed in such manner as prescribed by the Act or Rules or the Listing
Regulations in force. The Independent Directors so appointed shall hold office for
up to five consecutive years on the Board of the Company. He shall be eligible for
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reappointment on the passing of a special resolution by the Company. He / She shall
not hold office for more than 2 consecutive terms.
The Company shall have a Woman Director on the Board following the Act.
MANAGING DIRECTOR
Subject to the control and supervision of the Board of Directors, the business
of the Company shall be carried on by one or more Managing Directors for a term
not exceeding 5 years. A Managing Director may be paid for their respective
services such remuneration (whether by way of salary, perquisites, commission or
participation in profits, or otherwise or partly in one way and partly in another) as
the Board with the approval of the Members in General Meeting may determine.
The Company in General Meeting may subject to Section 123 of the Act
declare dividends to be paid to Members, but no dividend so declared shall exceed
the amount recommended by the Board. Subject to the provisions of the Act, the
Board may from time to time declare/pay to the Members such interim dividends of
such amount on such class of Shares and at such times as it may think fit. No
dividend shall be declared or paid by a Company from its reserves other than free
reserves.
The Board may, before recommending any dividend, set aside out of the profits of
the Company such sums as it thinks fit as a reserve or reserves which shall, at the
discretion of the Board, be applied for any purpose to which the profits of the
Company may be properly used. The Board may also carry forward any profits
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which it may consider necessary not to divide, without setting them aside as a
reserve.
The Company shall keep at its registered office proper books of account and
other relevant books and papers and financial statements for every financial year
which give a true and fair view of the state of its affairs, including that of its branch
office(s), if any. The Board of Directors may decide to keep all or any of the books
of account aforesaid and other relevant papers at such other place in India as it may
choose subject to the provisions of Section 128 of the Act and the Rules referred
therein. The books of account and books and papers of the Company, or any of them,
shall be open to the inspection by any Director during business hours. The books of
account of every Company relating to a period of not less than eight financial years
immediately preceding the current year together with the vouchers relevant to any
entry in such books of account shall be preserved in good order.
The financial statements of the Company shall be audited by one or more Auditors
to be appointed under the provisions of Section 139 of the Act and the Rules referred
therein. The Company at an Annual General Meeting shall designate an individual
or firm as a Statutory Auditor who shall hold office for a term as may be
recommended by the Board and approved by the Members provided that, subject to
the Act, the appointment of Statutory Auditors shall be ratified by Members at every
Annual General Meeting.
THE SEAL
The Board of Directors shall provide a Common Seal of the Company and
they shall have power from time to time to destroy the same and substitute a new
Seal in lieu thereof. The Common Seal shall be kept at the registered office of the
Company and committed to the custody of the Managing Director or Secretary.
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ORGANISATIONAL STRUCTURE
The organisational structure can vary depending on a company’s size, industry, and
culture. There are many ways to organise a company, but most structures fall into
one of four categories: functional, divisional, matrix, and hybrid. The organisational
structure allows the expressed allocation of responsibilities for different functions
and processes to different entities such as the branch, department, workshop and
individual.
35
or human resources. Thus, Tube Investments Diamond Chains (TIDC) is a division
of TII with its own budget, resources, strategy and functional teams such as
marketing, sales and HR.
ORGANISATIONAL CHART
36
BENEFITS OF HYBRID STRUCTURE
37
DEPARTMENTATION
38
FINANCE AND ACCOUNTS DEPARTMENT
Human resources (HR) is the set of people who make up the workforce of an
organisation, business sector, industry, or economy. A narrower concept is human
capital, the knowledge and skills which the individuals command. Similar terms
include manpower, labour, labour-power, or personnel.
39
The Human Resources (HR) department manages a company's employee life cycle.
Their responsibilities include:
RECRUITMENT POLICY
● Till 1996, the company used both internal and external sources for
recruitment.
● After 1996, the company seems to have stopped external recruitment.
● They are recruited through the consultancy.
● They are offered permanent positions upon completion of their training.
SELECTION POLICY
40
many stages of an employee's career. At TII, they are adamant that for training to
be effective, it must take into account both the goals of the employees and the
demands of the business. A thorough annual training plan that is developed from
the business plan and the assessment of each person's training needs accomplishes
this. It is a careful blending of external programs, Murugappa Group-level
programs, and internal company-level programs. To make sure that the goals are
reached and that any necessary course corrections are made, the plan is routinely
reviewed. The Kirkpatrick Model serves as the foundation for the organization's
well-established evaluation procedure. The majority of the faculty for in-house
programs comes from top businesses.
Over the years, the company has also developed an excellent repository of trainers
comprising the domain experts within the company. The company has a separate
training centre called Institution – Industry Interaction Centre (IIIC), in the serene
setting of Avadi, a building blending the southern architectural richness of the
Chettinad and Malabar styles The facilities at IIIC is complete, with fully equipped
air-conditioned Training halls, well stacked Library, Audio Visual and other
Training Aids, Guest house and Dining facilities. IIIC is ISO 9001 certified. The
centre is truly a “Place of Learning” for both TI and other Murugappa Group
companies. Even good technologists need constant updates on their specialised
domains and technology management.
METHODS OF TRAINING
● On-the-job training
● Off-the-job training
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strategists, customer service staff, and others. Sales and marketing departments
focus on customers, they perform the functions of distribution and spreading
awareness about the goods and services provided to the consumers, but in different
ways and at different stages of the customer journey.
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● To ensure Quality Control.
● To promote innovation and stay ahead of Trends.
MANUFACTURING
43
through manufacturing intelligence. They also have set standards by utilising the
best resources to maintain the raw materials, and inventory, and have established
quality manufacturing levels. The state-of-the-art production mechanism and
product testing have further assisted in improvising their products. The usage of the
latest technology and supreme product design capabilities have made it possible for
TIDC India to manufacture and deliver top-notch products to customers for over six
decades. Henceforth clients recognize them as “The Complete Chain Company”.
ENGINEERING
QUALITY
Total Quality Management is at the core of the organisation and they practice
the best stratagems that elevate the quality of their products every single day. With
TQM, they have set quality paradigms in every sector of the company, leaving no
space for blunders or defects. This is why every entity associated with TIDC India
is very well aware of the quality of the products and effectively contributes from
their side to maintain it. Their success relies on customer satisfaction and they make
sure to fulfill their requirements with Global quality standards. Only with its world-
class quality, TIDC India has been able to build a feeling of trust with its customers
and has developed relationships that would last for a lifetime.
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OFFICE LAYOUT
It ensures the effective allocation and utilization of the available floor space
within the building.
3. Enhanced Productivity:
45
4. Simplified Supervision:
The layout facilitates easier and more effective oversight of the employees,
enhancing management processes.
In conclusion, the design of an office layout plays a pivotal role in shaping the
operational efficiency, productivity, and satisfaction levels of employees within an
organization, thereby directly contributing to the overall success and growth of the
business.
OFFICE EQUIPMENT
Office machines refer to the machines used in an office. They are labour and
time-saving devices. The degree of mechanisation of a modern office depends upon
the volume of work. These are some types of office machines that are used in TIDC.
❖ Addressing machine
❖ Telephone
❖ Calculator
❖ Fax machine
❖ Computer
❖ Xerox machine
❖ Scanner
❖ PBX Phone System
❖ Biometric Attendance Machine.
ADDRESSING MACHINE
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TELEPHONE
CALCULATOR
FAX MACHINE
COMPUTER
XEROX MACHINE
The Xerox machine is most commonly used in all the departments. It helps
in getting the exact copies of the document. It is also known as a photocopier or
copy machine, which makes paper copies of documents and other visual images
quick and easier. Most current photocopiers use a technology called xerography, a
47
dry process using it. The exact copy of the original can be taken on the Xerox
machine at the touch of the button.
SCANNER
48
their fingerprints or faces, and the system automatically logs their time in and out.
This eliminates the need for manual attendance recording, reducing errors and
preventing time theft. Biometric attendance systems also improve security by
ensuring that only authorized individuals can log in or out. Additionally, these
systems can be integrated with payroll software for seamless management of
working hours and salaries. The data collected is often stored digitally, making it
easy to generate reports and analyse employee attendance trends.
OFFICE ATMOSPHERE
SANITATION
The office staff spend most of their time in the office, therefore, duty or
industry conditions will certainly affect their health, by this the efficiency of the
worker shall be reduced. It is the responsibility of the manager to check whether the
company is kept clean. Cleaners should be appointed. The company should provide
clean and hygienic sanitation facilities to the office staff and workers. The cleaning
work should take place before and after the working hours.
LIGHTING
49
INTERIOR DECORATION
VENTILATION
CLEANLINESS
CANTEEN
The company is very spacious and hygienic with the flow of light and air. It
is a place to relax and can be a valuable part of a workplace. The canteen is well
equipped and furnished with table, chairs, lights, and fan. The canteen provides
clean and well hygienic food for the employees.
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OFFICE LAYOUT OF TIDC
51
PERFORMANCE ANALYSIS
52
❖ To guide bankers in making loan decisions and to offer a foundation for
control.
Some of the tools used to analyse the performance of the company are:
❖ Share Capital
❖ Sales
❖ Fixed Assets
❖ Profit Before Tax
❖ Profit After Tax
53
SHARE CAPITAL
SHARE CAPITAL
YEARS
(Rupees in Crores)
2019-20 18.79
2020-21 19.28
2021-22 19.29
2022-23 19.31
2023-24 19.34
54
SHARE CAPITAL
19.4 19.34
19.29 19.31
19.28
19.3
19.2
Rupees in Crores
19.1
19
18.9
18.79
18.8
18.7
18.6
18.5
2019-2020 2020-2021 2021-2022 2022-2023 2023-2024
Financial Years
INTERPRETATION:
From the above bar diagram, the company’s share capital has increased over
the five years, from Rs.18.79 crores in 2019-2020 to Rs.19.34 crores in 2023-2024.
During the year 2020-2021, the company issued shares to investors under a
preferential basis and in the years from 2020 to 2024 the company had also issued
shares under the Employee Stock Option Scheme.
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SALES
YEAR SALES
(Rupees in Crores)
2019-2020 4276.09
2020-2021 4255.75
2021-2022 6359.33
2022-2023 7235.95
2023-2024 7610.51
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SALES
8000 7610.51
7235.95
7000 6359.33
6000
Rupees in Crores
5000
4276.09 4255.75
4000
3000
2000
1000
0
2019-2020 2020-2021 2021-2022 2022-2023 2023-2024
Financial Years
INTERPRETATION:
57
FIXED ASSETS
A fixed asset is a long-term piece of property that a business owns and uses
to make money. Buildings, computers, software, furniture, land, machinery, and
automobiles are examples of fixed assets. In order to account for wear and tear,
businesses would depreciate the value of these assets. It is not expected that fixed
assets would be used up or turned into cash during the year as they are held for long
term. The term property, plant, and equipment (PP&E) in Balance Sheet refers to
fixed assets. The cash flow from investing activities is where a firm records the
acquisition or disposal of attached assets.
2019-2020 1012.13
2020-2021 953.66
2021-2022 985.15
2022-2023 960.50
2023-2024 1053.80
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FIXED ASSETS
1080
1060 1053.8
1040
Rupees in Croroes
1020 1012.13
1000
985.15
980
960.5
960 953.66
940
920
900
2019-2020 2020-2021 2021-2022 2022-2023 2023-2024
Financial Years
INTERPRETATION:
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PROFIT BEFORE TAX
Profit Before Tax (PBT) is a measure that looks at a company’s profits before
the company has to pay corporate income tax. It essentially is all of a company’s
profits without the consideration of any taxes. Profit Before Tax can be found on
the income statement as operating profit minus interest. It is the value used to
calculate a company’s tax obligation. By excluding the tax factor, PBT minimises
the potential impact of taxes on the company’s profits. In such a way, profit before
tax helps individuals focus on operating profitability as a singular indicator of
performance. It is important to note that profit before tax is not the same as net
profit. Net profit is the profit after all the expenses including tax paid.
2019-20 420.72
2020-21 380.71
2021-22 628.04
2022-23 875.57
2023-24 970.11
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PROFIT BEFORE TAX
1200
970.11
1000
875.57
Rupees in Crores
800
628.04
600
420.72
380.71
400
200
0
2019-2020 2020-2021 2021-2022 2022-2023 2023-2024
Financial Years
INTERPRETATION:
In the above graph, the company’s profit before tax has increased
significantly over the past 5 years. In 2020-2021 the profit dropped due to COVID-
19. During the year 2021-22, profit before tax registered a growth of 65%. All the
business segments of the Company maintained their focus on servicing customers,
improving efficiencies, controlling working capital and reducing resources
employed in the business. In 2023-24, the profit before tax was ₹970.11 crores, an
increase of 130% from 2019-20 due to a boost in production during the period. This
suggested that the company was becoming more profitable post-COVID-19.
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PROFIT AFTER TAX
Profit After Tax, or PAT, is the amount of profit remaining after all liabilities,
taxes, and operational and non-operational expenses have been deducted. This is the
profit that the corporation either retains in reserve as retained earnings or distributes
to shareholders as dividends. Analysts and investors typically use PAT as a key
financial statistic to evaluate a company's financial performance and long-term
profit potential. It reflects the real amount that a company earns within that fiscal
year. It reveals the company's costs and cash earnings, which are subsequently used
to measure operational efficiency and performance. PAT is also known as Net
Operating Profit After Tax (NOPAT), or simply Net Profit After Tax (NPAT).
YEAR
PROFIT AFTER TAX
(Rupees in Crores)
62
PROFIT AFTER TAX
800.00 734.51
700.00 665.20
600.00
Rupees in Crores
500.00 475.17
400.00
330.55
300.00 273.18
200.00
100.00
0.00
2019 - 2020 2020 - 2021 2021 - 2022 2022 - 2023 2023 - 2024
Financial Years
INTERPRETATION:
Profit After Tax (PAT) of Tube Investments and Diamond Chains during
2019 - 2020 was moderate due to the sluggish cycle market and exit from
institutional business. The company earned Rs.19.11 Crores included as exceptional
profits from the buyback scheme. During 2020 - 2021 profit after tax dropped
because of a 0.7% marginal degrowth in revenue due to the worldwide COVID-19
pandemic. There was no exceptional income during the year. In 2021 - 2022 profit
after tax increased with a 49% increase in Revenue and decrease in Exceptional
items. During 2022 - 2023 the company increased the overall production in all
divisions resulting in 40% growth in profit. The profit increased to Rs.734.51 Crores
in 2023 - 2024 with a 5% increase in Revenue. The company has been growing and
developing well post-COVID-19 as interpreted well from the profit statements.
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RATIO ANALYSIS
64
ADVANTAGES OF RATIO ANALYSIS
1. Forecasting: Ratios reveal trends in costs, sales, profits and other interrelated
facts to help forecast future events.
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CURRENT RATIO
The current ratio is a liquidity ratio that measures whether a firm has enough
resources to meet its short-term obligations. It is an indication of a firm's accounting
liquidity. A current ratio that aligns with the industry average or is slightly higher is
generally acceptable. A current ratio lower than the industry average indicates a
higher risk of default. Similarly, if a company has a high current ratio compared to
its peer group, it means the management is not utilising its assets efficiently. This
current ratio is called current because, unlike some other liquidity ratios, it
incorporates all current assets and current liabilities, The current ratio is sometimes
called the working capital ratio.
2021-2022 1.08
2022-2023 1.10
2023-2024 1.11
INTERPRETATION:
The ideal current ratio is 2:1. The company’s current ratio was below 2 over
the three years implying inadequate current assets to meet its short-term liabilities.
Therefore, the company should increase its short-term assets to have sufficient funds
to meet its current obligations and day-to-day operations.
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RETURN ON CAPITAL EMPLOYED
2021-2022 23.42
2022-2023 28.63
2023-2024 24.71
INTERPRETATION:
The above table shows that the return on Capital Employed increased in
2022-2023, which indicates efficient use of capital employed. This was due to the
company's increased manufacturing, which increased profit after COVID-19.
During 2023-2024, the ratio decreased implying inefficient use of capital employed
compared to the previous year. The company should maintain a high return on
capital employed to ensure efficiency.
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CAPITAL TURNOVER RATIO
INTERPRETATION:
The Capital Turnover Ratio has shown a declining trend over the past three
years, indicating a decrease in the company's efficiency in utilizing its capital to
generate sales. In 2021-2022, the ratio was 2.19, but it declined to 1.77 in 2023-
2024. This downward trend indicates that the company’s ability to convert capital
into revenue has weakened due to increased capital investment without a
proportional raise in sales. The trend highlights the need for better capital allocation
and revenue enhancement strategies to improve overall financial performance.
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INVENTORY TURNOVER RATIO
INTERPRETATION:
The above table shows that the inventory turnover ratio fluctuated over the
three years. Strong sales and effective inventory control drove efficient inventory
management in 2021-2022. The ratio increased in 2022-2023 due to exceptional
sales and optimised inventory levels, aided by improved supply chain management.
However, the ratio declined significantly in 2023-2024 due to inventory buildup and
supply chain disruptions caused by changes in global environment.
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FIXED ASSET RATIO
Fixed asset ratios are financial ratios used to evaluate a company’s utilisation
and management of its fixed assets. Fixed assets are assets that a company owns and
uses for long-term operations and are not easily converted into cash. By analysing
the ratio, analysts can determine the level of efficiency and effectiveness of a
company’s fixed assets management. A ratio of more than 1 implies that fixed assets
are purchased with short-term funds, which is not a prudent policy. If the ratio is
less than 1 it indicates that the long-term funds are being used to finance a portion
of working capital. The ideal ratio is 0.67.
2021-2022 0.36
2022-2023 0.29
2023-2024 0.26
INTERPRETATION:
The ideal fixed asset ratio is 0.67. The ratio should not generally be more
than 1. During the years, the ratio was below 1, indicating that a portion of working
capital was financed by long-term funds which is a prudent policy. However, the
ratios are declining which the company should control and try to maintain the ideal
ratio.
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CONCLUSION
The fiscal year 2021-22 marked a change from the epidemic to recovery and
growth for the company. The recurring COVID-19 wave had a lower economic
impact due to broad vaccinations than the entire lockdown in 2020-21. The
pandemic impacted the first quarter's performance. But there was a significant
comeback in the following quarters. Nevertheless, the global environment was in
flux. Russia's invasion of Ukraine had created supply-chain bottlenecks and
negatively impacted global crude oil prices. Despite these setbacks, the business
remained resilient by prudently investing in capital, maintaining optimal working
capital, controlling costs and registering a growth of 49% over the previous years.
During 2022-23 the world economy faced challenges, including the conflict
between Russia and Ukraine. The global commodity price increase and energy crisis
led to inflation. Several major economies saw historically high inflation rates,
prompting central banks to raise interest rates regularly. These global economic
events have negatively impacted the Indian economy. However, India remained the
fastest-growing major economy in FY 2022-23 and the company registered a growth
of 13% over the previous year. This was also the year the company decided to
increase its production.
In 2023-24, there were concerns about some economies entering recession, negative
geopolitical developments, high food inflation despite overall moderation, rising
interest rates, and slow economic growth. The Indian story was the silver lining as
it remains the fastest-growing economy. The Company achieved a turnover of
₹7,144 Cr., registering an increase of 5% over the previous year. Over the years,
the company has stayed steadfast in its dedication to constantly adding value to all
stakeholders and becoming a global leader in power transmission and conveyor
systems. The company prioritises expanding its core businesses while pursuing new
opportunities in existing and emerging industries. The quest for excellence and
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innovation has helped them achieve new heights in an ever-changing environment.
They proactively capitalise on industry trends, technical breakthroughs, and
developing areas to stay ahead of the competition.
The company’s motivated and devoted team has established a vibrant organisation
that serves society and the nation. They plan to explore new markets, develop
globally, and form strategic relationships to strengthen their core and drive growth.
The trip ahead is full of hope and potential. The organisation has a solid basis, a
clear vision, and a strong dedication to core values, making it well-positioned to
seize opportunities and drive growth.
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