1. Section 1
A) HISTORY OF HERO MOTOCORP
Hero Honda started its operations in 1984 as a joint venture between Hero cycles. In
2010, when Honda decided to move out of the joint venture, Hero Group bought the
shares held by Honda. Subsequently, in August 2011 the company was renamed Hero
Motocorp with a new corporate identity.
In June 2012, Hero Motocorp approved a proposal to merge the investment arm of its
parent Hero investment Pvt Ltd. With the automaker. This decision came 18 months
after it’s spilt from Hero Honda.
“HERO” is the brand name used by the Munjal brothers for their flagship company,
Hero Cycles Ltd. Munjal family and Honda group both owned 26% stake in the
company.
During the 1980s, the company introduced motorcycles that were popular in India for
their fuel economy and low cost. A popular advertising campaign based on the slogan
‘Fill it –Shut it – Forget it’ that emphasised the motorcycle’s fuel efficiency helped
the company grow at a double-digit pace since inception.
In 2001, the company became the largest two-wheeler manufacturing company in
India and globally. It maintains global industry leadership to date. The technology in
the bikes of Hero Motocorp for almost 26 years (1984-2010) has come from the
Japanese counterpart Honda.
The name of the company was changed from Hero Honda Motors Limited to Hero
Motocorp Limited on 29 July 2011. The new brand identity and logo of Hero
Motocorp were developed by the British firm Wolff Olin’s.

2. B) HISTORY OF TVS Motor Company Limited
TVS was established by Mr TV Sundaram Iyengar. He began with Delhi first bus
service in 1911 and founded T.V. Sundaram Iyengar and Sons Limited, a company in
the transportation business with a large fleet of trucks and buses under the name of
Southern Roadways Limited. When he died in 1955, his sons took the company ahead
with several forays in the automobile sector, including finance, insurance, and
manufacture of two-wheelers, tyres and components. The group has managed to run 97
companies that account for a combined turnover of $6 billion.
In early 2015, TVS Racing became the first Indian team to take part in Dakar Rally,
which is longest and most dangerous rally in the world.

3. POINT OF
DIFFRENCE
HERO
MOTOCORP
TVS MOTOR
COMPANY LIMITED
Native name Hero Motocorp TVS Company Ltd
Type Public Public
Tag line/Slogan We Love To See You Smile One World One Hero
Traded as BSE: 500182
NSE: HEROMOTOCO
BSE SENSEX Constituent
BSE: 532343
NSE: TVSMOTOR
Industry Automotive Motorcycle
Founded Year 1984 Year 1978
Founders Dr Brijmohan Lall Munjal T.V.Sundaram lyengar
Key People  Dr Brijmohan Lall
Munjal (Chairman
Emeritus)(Deceased)
 Pawan Munjal
(Chairman, MD &
CEO)
 Venu Srinivasan
(Chairman & MD)
 Sudarshan Venu
(Joint Managing
Director)
Products Motorcycles, scooters Motorcycles, scooters,
three-wheeler vehicles and
spare parts
Brand  Splendor I smart 110
 Maestro Edge
 Duet
 Pleasure
 Passion pro i3S
 Karizma ZMR
 Extreme
 New Glamour
 TVS Jupiter
 TVS Scooty Zest
110
 Star City+
 TVS Sport
 TVS Victor
 TVS Apache

4. Revenue(2016-2017) 31368 CR INR
(US$4.9 billion)
13363 CR INR
Profit(2016-2017) 3377.12 CR 3.28 billion
Parent Hero Cycles Sundaram – Clayton
Limited
Headquarters Gurgaon, India Chennai, Tamil Nadu,
India
Operating
Income(2016-2017)
3322 CR
(US$520 Million)
4.44 billion
(US$70 million)
Total Assets (2016-
2017)
14694.26 CR 6127.96 CR
No of Employees 11194 5267
Total Equity 10111.29 CR 2408.33 CR
Competitors  HONDA
 BAJAJ
 TVS
 YAMAHA
 TOYOYA
 BAJAJ
 HERO
MOTOCORP
 YAMAHA
 ROYAL ENFIELD
 DUCATI
SUPERBIKES
 SUZUKI
Ranking 1st 3rd
Website www.heromotocorp.com www.tvsmotor.com

5. A) ACHEIVEMENT OF HEROMOTOCORP
2016
 Overdrive - Scooter of the Year - Hero Maestro Edge
 Overdrive - 'Viewers' Choice Scooter of the Year - Hero Maestro Edge
 Overdrive - Manufacturer of the Year (Two-wheeler) Award - Hero Motocorp
 ''Hero Good Life'' has been declared as the winner in the Category "Best
Loyalty Program in Automobile Sector"
 TIME India Awards - Manufacturing Innovator of the Year Award
2014
 Motor beam - Bike Manufacturer of the year
 Zigwheels - Entry-Level Bike of the year: Hero Splendor I Smart
2013
 Green Pioneer Award – 2013
 "Business Leader of the Year" Award by Humble President of India, Shri.
Pranab Mukherjee, at the AlMA Managing India Awards 2013 on April 11,
2013 (Conferred on Mr Pawan Munjal)
 "Business Leader of the Year" Award in the Auto (Two Wheelers)
category by Deputy Chairman of the Planning Commission Mr Montek
Singh Ahluwalia, at the NDTV Business Leadership Awards 2013
(Conferred on Mr Pawan Munjal)
2012
 Business Leader in Automobiles (two-wheelers) at the NDTV Profit
Business Leadership Awards 2012 (Conferred upon Mr Pawan Munjal)
 Best value for Money Bike Maker and Best Advertising in Two Wheelers
Category at the Auto India Best Brand Awards 2012

6.  Digital Advertiser of the year at the Indian Digital Media Awards (IDMA)
2012
2011
 Two-wheeler Manufacturer of the Year award by Bike India magazine.
 Adjudged the "Bike Manufacturer of the Year" at the Economic Times
Zigwheels
 CNBC Awaaz - Storyboard special commendation for "Effective
rebranding of a new corporate entity" by CNBC Awaaz Consumer Awards
 "Most Recommended Two-Wheeler Brand of the Year" award by CNBC
Awaaz Consumer Awards
 "Most Recommended Two-Wheeler Brand of the Year" award by CNBC
Awaaz Consumer Awards
 Colloquy Loyalty Awards "Innovation in Loyalty Marketing International
2011" for Hero Good Life
 "Best Activity Generating Short or Long-Term Brand Loyalty" by the
Promotion Marketing Award of Asia Order of Merit for Hero Good Life
2010
 NDTV Profit Car & Bike Awards 2010
 Two-wheeler Manufacturer of the Year
 Car and Bike Viewers' Choice Two-wheeler of the Year (Karizma ZMR)
 Bike Maker of the Year by ET-Zigwheels Car & Bike of the Year Awards
2009
2009
 'Two-wheeler Manufacturer of the Year' by NDTV Profit Car & Bike
Awards 2009 and Passion Pro adjudged as Car and Bike Viewers' Choice
two-wheeler

7.  Top Indian Company under the 'Automobile - Two-wheelers' sector by the
Dun & Bradstreet-Rolta Corporate Awards
 Won Gold in the Reader's Digest Trusted Brand 2009 in the 'Motorcycles'
category
2008
 NDTV Profit Business Leadership Award 2008 - Hero Honda Wins the
Coveted "NDTV Profit Business Leadership Award 2008"
 Top Gear Design Awards 2008 - Hunk wins Bike of the Year.
 NDTV Profit Car India & Bike India Awards - NDTV "Viewers' Choice
Award" to Hunk in Bike category
 India Times Mindscape and Savile Row (A Forbes Group Venture)
Loyalty Awards - "Customer and Brand Loyalty Award" in Automobile
(two-wheeler) sector
 Asian Retail Congress Award for Retail Excellence (Strategies and
Solutions of business innovation and transformation) - Best Customer
Loyalty Program in Automobile category
 NDTV Profit Car India & Bike India Awards - Bike Manufacturer of the
year
2007
 The NDTV Profit Car India & Bike India Awards 2007 in the following
category: Overall "Bike of the Year" - CBZ X-Treme
 "Auto Tech of the Year" - Glamour PGM FI by Overdrive Magazine.
 "Bike of the Year" - CBZ X-Treme (up to 150 cc category)
 "Bike Technology of the Year" - Glamour PGM FI
 "Bike of the Year" - CBZ X-Treme by Overdrive Magazine.

8.  Ranked CBZ X-treme "Bike of the Year" - by B S Motoring Magazine
2006
 Adjudged 7th Top Indian Company by Wall street Journal Asia (Top
Indian Two Wheeler Company).
 One of the 8 Indian companies to enter the Forbes top 200 list of world's
most reputed companies.
 No. 1 in automobile industry by TNS Corporate Social Responsibility
Award.
 Best in its class awards for each category by TNS Total Customer
Satisfaction Awards 2006: Splendor Plus (Executive)
 CD Deluxe (Entry)
 Pleasure (Gearless Scooters)
2005
 Awaaz Consumer Awards 2005 - India's most preferred two-wheeler
brand by CNBC in the 'Automobiles' category.
 Bike Maker of the Year Award by Overdrive Magazine.
 ICWAI National Award for Excellence (Second) in Cost Management
2004 in the private sector category by ICWAI.
 10th Motilal Oswal Wealth Creator Award for as the most consistent
wealth creator for the period 1991-2005.
2004
 Winner of the Review 200 - Asia's Leading Companies Award (3rd Rank
amongst the top 10 Indian companies).
 GVC Level 1 (Highest Rating) by CRISIL for corporate Governance.

9.  Adjudged as the Best Value Creator - Large Size Companies 2003-04 by
The Outlook Money.
 Corporate Excellence Award 2004 by Indian Institute of Materials
Management.
 Adjudged as the Organization with Innovative HR Practices by HT Power
Jobs for HR Excellence.
 ICSI National Award for Excellence in Corporate Governance 2004 by the
Institute of Company Secretaries of India.
2003
 Winner of the Review 200 - Asia's Leading Companies Award (3rd Rank
amongst the top 10 Indian companies).
 Most Respected Company in Automobile Sector by Business World.
 Bike Maker of the Year by Overdrive Magazine.
2002
 Bike Maker of the Year by Overdrive Magazine.
 Winner of the Review 200 - Asia's Leading Companies Award (4th Rank
amongst the top 10 Indian companies).
 Company of the Year of ET Awards for Corporate Excellence.
 Ranked 4th in 'Overall Best Managed Company' category, ranked 3rd in
'Best Financial Management' and 'Best Operational Efficiency' category,
and ranked 6th in 'Overall Best Investor Relations' category, by Asia
money.
 Highest Wealth Creating Company of the Year Award by the Money.
 GVC Level 1 (Highest Rating) by CRISIL for Corporate Governance.
2001

10.  Bike Maker of the Year by Overdrive Magazine.
 Winner of Three Leaves Award for showing Corporate Environment
Responsibility in the Automobile Sector by Centre for Science &
Environment.
 Winner of the Review 200 - Asia’s Leading Companies Award (9th Rank
amongst the top 10 Indian Companies).
1999
 National Productivity Award for the Best Productivity Award in the
category of Automobile & Tractor presented by Vice President of India.
1995
 The Analyst Award 1995 presented to Hero Honda Motors Ltd. on being
ranked 9th amongst the most investor rewarding companies in India.
 National Award for outstanding contribution to the Development of Indian
Small Scale Industry (NSIC Award - Presented by President of India).
1991
 Economic Times-Harvard Business School Award for Corporate
Performance to Hero Honda Motors Ltd.

11. B) ACHEIVEMENT OF TVS MOTOR COMPANY LIMITED
2016
 Highest In Customer Satisfaction
 Most Appealing premium motor cycle TVS Apache RTR 180
 Best Executive scooter by Asia pacific
 Most Appealing Economic Motor cycle- TVS Star City Plus
2015
 Two Wheeler Manufacturer OF the Year
2012
 Most Trusted Brand
 CII ITC Sustainability Award
2009
 PROGRESSIVE MANUFACTURER 100 AWARD OF LUBRICANT
TVS TRU4
2007-08
EXPORT
 TVS MOTOR COMPANY LTD HAS BEEN AWARDED ‘STAR
PROFOMER- SLIVER SHEILED IN TWO/THREE WHEELER
CATEGORY BY EEPC
 TVS EXCELLENCE AWARD BY JAPAN INSTITUTE OFPLANT
MAINTENANCE
 TEAM TECH AWARD
 THE GOOD ADVERTISING AWARD
2002

12.  TECHNOLOGY AWARD FROM MINISTRY OF SCIENCE,
GOVERNMENT OF INDIA
 The Deming Prize - TVS Motor Company is the only two-wheeler company in
the world to be awarded the world's most prestigious and coveted recognition
in Total Quality Management

13. Section 2
A) Philosophy of Hero Motocorpon corporate governance
 Philosophy on ‘Code of Corporate Governance’ The Company’s philosophy
of Corporate Governance stems from a belief that the Company’s business
strategy and plans should be consistent with the welfare of all its stakeholders,
including shareholders.
 Good Corporate Governance practices enable a company to attract financial
and human capital. In turn, these resources are leveraged to maximise long-
term shareholder value, while preserving the interests of multiple stakeholders,
including the society at large.
 Corporate Governance rests upon the four pillars of: transparency, full
disclosure, independent monitoring and fairness to all, especially to minority
shareholders.
 The Company has always strived to promote Good Governance practices,
which ensure that: A competent management team is at the helm of affairs;
The Board is strong with an optimum combination of Executive and Non-
Executive (including Independent) Directors, who represent the interest of all
stakeholders; The Board is effective in monitoring and controlling the
Company’s affairs; The Board is concerned about the Company’s
shareholders; and The Management and Employees have a stable
environment.
 The Company believes that the essence of Corporate Governance lies in the
phrase ‘Your Company’. It is ‘Your’ Company because it belongs to ‘you’ –
the shareholders.
 The Chairperson and Directors are ‘Your’ fiduciaries and trustees.
 Their objective is to take the business forward to maximise ‘Your’ long-term
value. The Securities and Exchange Board of India (SEBI) has specified
certain mandatory governance practices, which are incorporated in Clause 49
of the Listing Agreement of Stock Exchange.
 The Company is committed to benchmark itself with the best standards of
Corporate Governance, not only in form but also in spirit. This section, along
with the section on ‘Management Discussion & Analysis’ and ‘General

14. Shareholders’ Information’, constitute the Company’s compliance with Clause
49 of the Listing Agreement, entered into by the Company with BSE Limited
(‘BSE’) and National Stock Exchange of India Limited (‘NSE’)
2) Vision
 The story of Hero began with a simple vision – that of a mobile and
empowered India powered by its two-wheelers.
 Hero Motocorp today. Continues to reflect its commitment towards providing
world-class mobility solutions, but now for customers across and beyond
geographical boundaries.
3) Mission
 Hero Motocorp’s mission is to become a global mobility solutions provider
fulfilling and surpassing its customers’ needs and aspirations for mobility;
 Setting benchmarks in technology, styling and quality. In the process
converting customers into bran advocates. The company will provide an
engaging environment for its people to perform to their true potential.
 It will continue to focus on value creation and enduring relationships with its
partners.
B) Philosophy of TVS Company on corporate governance
As a TVS Group Company, the Company has a strong legacy of fair, transparent and
ethical governance practices. The Company's philosophy on corporate governance is
founded on the fundamental ideologies of the group viz., Trust, Value and Service.
The Company believes in ensuring corporate fairness, transparency, professionalism,
accountability and propriety in total functioning of the Company, which are pre-
requisites for attaining sustainable growth in this competitive corporate world.
Obeying the law, both in letter and in spirit, is the foundation on which the Company's
ethical standards are built. The Company would constantly endeavour to improve on
these aspects. The Company's corporate governance philosophy has been further

15. strengthened by adopting a Code of Business Conduct and Ethics, Code of Conduct
for Prevention of Insider Trading for board of directors and senior management
personnel and Code of practices for fair disclosure of unpublished price sensitive
information.
2) Vision
 TVS Motor will be responsive to customer requirements consonant with its
core competence and profitability.
 TVS Motor will provide total customer satisfaction by giving the customer the
right product, at the right price, at the right time.
 TVS Motor will be one among the top two-wheeler manufacturers in India and
one among the top five two-wheeler manufacturers in Asia.
 TVS Motor will hone and sustain its cutting edge of technology by constant
benchmarking against international leaders.
 TVS Motor is committed to achieving a self-reviewing organization in
perpetuity by adopting TQM as a way of life.
 TVS Motor believes in the importance of the process. People and projects will
be evaluated both by their end results and the process adopted.
3) Mission
We are committed to being a highly profitable socially responsible, and leading
manufacturer of high value for money, environmentally friendly, lifetime personal
transportation products under the TVS brand, for customers predominantly in Asian
markets and to provide fulfilment and prosperity for employees, dealers and suppliers.

16. Section3 (BOARD OF DIRECTORS)
A) Hero Motocorp
TABLE 1:- THE COMPANY’S BOARD HAS STRENGTHOF,
Sr No Post Nos.
1 Executive Directors 1
2 Non-Executive Directors 9
3 Independent Directors 8
4 MD, Chairman and CEO 1
 During FY 2016-17, the Board met five times viz. on May 5, 2016, August 8,
2016, October 26, 2016, February 8, 2017 and March 7, 2017. The gap
between any two consecutive meetings of the Board of Directors of the
Company was not more than 120 days.
 Directors’ attendance at Board meetings and the Annual General Meeting of
the Company held during the year ended March 31, 2017 is given in Table 2.
TABLE 2:- Directors’attendance recordduring FY 2016-17at
Boardand previous Annual GeneralMeeting.
Names Of Director Held Attended Attendance at
previous AGM
Mr Pawan Munjal 5 5 Yes
Mr Sunil Kant Munjal * 5 2 No
Mr Vikram Sitaram Kasbekar** 5 4 Yes
 *Ceased to be a Director w.e.f. August 16, 2016.
 **Appointed as a Whole Time Director w.e.f. August 8, 2016.

17.  Non-Executive Directors
Names Of Director Held Attended Attendance at
previous AGM
Mr Suman Kant Munjal 5 4 Yes
 Non-Executive Directors and Independent Directors
Names Of Directors Held Attended Attendance at
previous AGM
Mr Pradeep Dinodia 5 5 Yes
Dr Pritam Singh 5 4 Yes
Gen (Retd) V.P.Malik 5 5 Yes
Mr M Damodaran 5 5 Yes
Dr Anand C Burman 5 2 No
Mr Ravi Nath 5 5 No
Mr Paul Edgerley 5 3 No
Ms Shobana Kamineni 5 2 Yes

18. B) TVS Motor Company
TABLE 1:- THE COMPANY’S BOARD HAS STRENGTHOF,
Sr Post Nos.
1 Executive Chairman and MD 1
2 Non-Executive Independent
Directors
5
3 Non-Executive Non-
Independent Directors
2
4 Executive and Non-
Independent Director
1
 As on 31st March 2017, the total strength of the board is nine.
TABLE 2:- Five Board Meetings Were Held During The Year On
The Following Dates.
Sr Date Month Year
1 3rd May 2016
2 26th July 2016
3 27th October 2016
4 24th January 2017
5 6th March 2017
 The gap between two meetings did not exceed one hundred and twenty days.

19. TABLE 3:- Directors’attendance recordduring FY 2016-17 at
Board.
 Executive Chairman and MD
Names Of
Director Held Attended
Attendance
at previous
AGM
Mr Venu
Srinivasan
5 5 No
 Non-Executive Independent Directors
Names Of
Directors
Held Attended Attendance
at previous
AGM
M/S T Kannan 5 4 Yes
Mr C R Dua 5 4 No
Mr R Ramakrishnan 5 3 Yes
Mr Prince Asirvatham 5 4 Yes
Mr Hemant Krishan
Singh
5 5 Yes
 Non-Executive Non-Independent Directors
Names Of
Directors
Held Attended Attendance
at previous
AGM
M/S H Lakshmanan 5 5 Yes
Dr Lakshmi Venu 5 2 Yes
Mr Sudarshan Venu 5 5 Yes

20.  Executive and Non-Independent Director
Names Of
Director
Held Attended Attendance
at previous
AGM
Mr Sudarshan Venu 5 5 Yes