To
The Members,
The Directors have pleasure in presenting the 104th Annual Report of Greaves
Cotton Limited ("the Company" or "Greaves") on the business and
operations along with the Audited Financial Statements for the Financial Year ended 31st
March 2023.
FINANCIAL HIGHLIGHTS
(' in Crore)
Particulars |
Consolidated |
Standalone |
|
Year Ended 31st March 2023 |
Year Ended 31st March 2022 |
Year Ended 31st March 2023 |
Year Ended 31st March 2022 |
Total Revenue |
2,766.59 |
1,732.05 |
1,592.29 |
1,209.18 |
Profit Before Tax and Exceptional items |
132.15 |
(14.52) |
153.73 |
31.94 |
(Expense) / Income on Exceptional Items |
(12.50) |
(2.31) |
6.99 |
7.33 |
Profit / (Loss) Before Tax |
112.81 |
(19.33) |
160.72 |
39.27 |
Less: Tax expense |
43.06 |
15.97 |
45.62 |
12.19 |
Profit / (Loss) for the year |
69.75* |
(35.30)* |
115.10 |
27.08 |
Total Comprehensive Income / (Loss) for the year |
71.49 |
(33.23) |
115.95 |
29.09 |
Dividend paid and Tax on Dividend |
4.63 |
4.62 |
4.63 |
4.62 |
Balance of the Profit carried forward |
1,134.14 |
307.18 |
604.01 |
492.69 |
*includes share in loss of an associate amounting to ' 6.84 Crore for year ended 31st
March 2023 and ' 2.50 Crore for year ended 31st March 2022.
The Company's performance and outlook of each businesses has been discussed in detail
in the 'Management Discussion and Analysis' Report which forms a part of this Annual
Report.
During the year under review, the Company has not revised its Financial Statement or
the Board's Report ("Report") in respect of any of the three preceding Financial
Years either voluntarily or pursuant to the order of a judicial authority.
Acquisitions:
The Company completed the acquisition of 60% shareholding (on a fully diluted basis) in
Excel Controlinkage Private Limited ("Excel") on 08th May 2023.
Excel is one of the largest players in mechanical and electronic motion control systems
with integrated capability to manufacture push pull cables, levers & sensors and is
the margin leader in the industry. Excel's wide range of portfolio includes heavy duty
push pull cables, mechanical levers & linkages and electronic throttle levers catering
to customer segments like Commercial Vehicles, Construction Equipment, Agriculture,
Material Handling, Marine and SPVs, supplying directly to vast majority of the OEMs as
well as to the aftermarket. Excel has integrated manufacturing facility making it the
leading heavy-duty push pull cable manufacturer in India that makes Inner, Outer Conduits
and End Fittings.
The acquisition is in line with the Company's strategy to diversify into new product
categories with the intent to strengthen its presence in commercial vehicles and develop
the complete mobility ecosystem.
Greaves Electric Mobility Private Limited ("GEMPL"), a material subsidiary of
the Company executed definitive agreements for acquiring additional 25% shareholding in
MLR Auto Limited.
Strategic Investment:
On 23rd June 2022,, GEMPL received a strategic investment from Abdul Latif
Jameel International DMCC for an overall consideration of ' 1,170.81 Crore for 35.80%
shareholding on a fully diluted basis. GEMPL continues to be a subsidiary of the Company
after execution of the transaction.
The proceeds from this investment were being used to develop new products, associated
technologies, brand awareness, aiming to transform the Company into a leading global EV
manufacturer. This strategic investment marked a major milestone in the development of the
E2W / E3W ecosystem in India, the world's fourth-largest automotive market where the share
of EVs in the two-wheeler and three-wheeler segments are expected to increase
significantly.
NATURE OF BUSINESS
Greaves is one of the leading and diversified engineering companies in India with a
rich legacy and brand trust of over 163 years impacting more than millions every day. The
Company operates in multiple segments namely Automotive, NonAutomotive, Aftermarket,
Retail, Electric Mobility (Ampere Electric for electric scooters and other electric
industrial products and e-rickshaw), Technologies and Finance. Greaves is a leading name
in Fuel Agnostic powertrain solutions, E-Mobility, Aftermarket and Retail. Over the years,
the Company has actively participated in nation-building and continues to support the
'Make-In-India' initiative of the Government through its state-of-the-art manufacturing
facilities in the country creating world-class products and solutions. The Company has a
vast nationwide network, including 8,000+ retail outlets, 20,000+ mechanics, and 700+
stores. During the year, there has been no change in the nature of business of the
Company.
SHARE CAPITAL
Authorised:
The authorised share capital of the Company as on 31st March 2023 stood at '
75,00,00,000 (Rupees Seventy-Five Crore) divided into 37,50,00,000 (Thirty Seven Crore
Fifty Lakhs) equity shares of ' 2 each (Rupees Two Only).
During the year under review, there has been no change in the authorised share capital
of the Company.
Issued, subscribed and paid-up:
The issued, subscribed and paid-up share capital of the Company as on 31st
March 2023 stood at ' 46,32,97,174 (Rupees Forty-Six Crore Thirty-Two Lakhs Ninety-Seven
Thousand One Hundred and Seventy-Four) divided into 23,16,48,587 (Twenty-Three Crore
Sixteen Lakhs Forty-Eight Thousand Five Hundred and Eighty Seven) equity shares of ' 2
each (Rupees Two Only).
During the year under review, there has been a change in the paid-up share capital of
the Company pursuant to allotment of 1,27,295 (One Lakh Twenty-Seven Thousand Two Hundred
and Ninety-Five) equity shares of ' 2 each (Rupees Two Only) amounting to ' 2,54,590
(Rupees Two Lakhs Fifty-Four Thousand Five Hundred and Ninety) on exercise of stock
options under 'Greaves Cotton- Employee Stock Option Plan 2020' ("ESOP 2020").
There was no instance wherein the Company failed to implement any corporate action
within the statutory time limit.
TRANSFER TO RESERVES
During the year under review, ' 1.07 Crore was transferred to reserves on account of
lapse of stock options issued under ESOP 2020.
DIVIDEND
The Board of Directors have recommended a dividend of ' 0.90 per share on face value of
' 2 per share for the Financial Year ended 31st March 2023. The dividend if
approved by the shareholders at the ensuing Annual General Meeting will result in an
outflow of approximately ' 20.85 Crore and at a pay-out ratio of 18.10% of the standalone
profits of the Company.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), mandating the top 1000 listed entities, based on market capitalization
calculated as on 31st March of every Financial Year, to formulate a Dividend
Distribution Policy and disclose the same on their websites.
The Board of the Company has adopted a Dividend Distribution Policy and dividend
declared/recommended during the year is in accordance with the said Policy. The said
Policy is available on the Company's website under the "Investors" section at
https:// greavescotton.com/wp-content/uploads/2023/04/dividend distribution policy.pdf
PUBLIC DEPOSITS
During the year under review, the Company has neither accepted nor renewed any deposits
from public falling under the ambit of Section 73 and 76 of the Companies Act, 2013
("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on 31st March 2023, the Company has five subsidiaries and one associate
Company. During the year under review, the details of the performance of the subsidiary
companies and associate are as follows:
Greaves Finance Limited ("GFL")
GFL, a wholly owned subsidiary of the Company, is a non-banking finance company engaged
in the business of Retail Vehicle Financing and provides lending and related solutions to
prospective purchasers of electric 2 wheeler and 3 wheeler vehicles and also offers lease
financing options to the last-mile delivery and service aggregators. It reported a total
revenue of ' 4.33 Crore and loss of ' 2.90 Crore as against revenue of ' 1.02 Crore
and loss of ' 1.32 Crore in the previous Financial Year.
Greaves Technologies Limited ("GTL")
GTL, a wholly owned subsidiary of the Company engaged in the business of providing
engineering services to the OEMs for development or maintenance to engines, plant and
machinery and equipment of every description, reported a total revenue of ' 25.21
Crore and loss of ' 0.23 Crore as against revenue of ' 9.74 Crore and profit of '
0.12 Crore in the previous Financial Year.
Greaves Technologies Inc ("GTI")
GTI, a wholly owned subsidiary of Greaves Technologies Limited, incorporated on 23rd
February 2022 in USA, engaged in providing engineering services, has not started its
operations till the end of the Financial Year 2022-23.
Greaves Electric Mobility Private Limited ("GEMPL")
GEMPL, a material subsidiary of the Company, involved in designing and manufacturing of
electric vehicles, has reported a total revenue of ' 1,092.35 Crore and profit of ' 6.55
Crore as against revenue of ' 423.25 Crore and loss of ' 31.26 Crore in the
previous Financial Year.
Bestway Agencies Private Limited ("Bestway")
Bestway, a wholly owned subsidiary of GEMPL, involved in manufacturing and supply of
ELE brand E-Rickshaw and E-3Wheeler parts, has reported a total revenue of ' 70.69 Crore
and loss of ' 18.15 Crore as against revenue of ' 98.12 Crore and loss of '
10.12 Crore in the previous Financial Year.
MLR Auto Limited ("MLR")
MLR, an associate of GEMPL, is involved in the business of design, development,
manufacture, marketing, and sale of L5 three- wheelers basis the standards prescribed by
Automotive Research Association of India. MLR has reported total revenue of ' 45.29
Crore and loss of 'Rs. 26.30 Crore as against revenue of Rs ' 8.97 Crore and
loss of Rs ' 16.08 Crore in the previous Financial Year.
A statement containing salient features of the Financial Statements in Form AOC-1, as
required under Section 129(3) of the Act forms a part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated
Financial Statements of the Company and separate Audited Financial Statements in respect
of subsidiaries, are available on the website of the Company at https://www.
greavescotton.com/investors/financials.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for Financial Year 2022-23 are
prepared in compliance with the applicable provisions of the Act, including Indian
Accounting Standards specified under Section 133 of the Act. The Audited Consolidated
Financial Statements together with the Auditors' Report thereon forms part of this Annual
Report. The same is with unmodified opinion (unqualified).
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the
Management Discussion and Analysis Report for the year under review, is presented in a
separate section, forming part of this Annual Report.
CORPORATE GOVERNANCE REPORT
The Company follows the principles of Corporate Governance in letter and spirit.
Requirements relating to Board of Directors, its Committees, related party transactions,
disclosures, etc. as prescribed under Schedule V of the Listing Regulations, have been
duly complied with. The quarterly Corporate Governance Reports confirming that the Company
has complied with statutory provisions were filed with the Stock Exchanges, where the
shares of the Company are listed and also placed before the Board. A detailed report on
Corporate Governance for the Financial Year ended 31st March 2023 along with
the Statutory Auditor's certificate on compliance with the provisions of Corporate
Governance under Listing Regulations, is forming part of this Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
A separate section on Business Responsibility & Sustainability Report, as required
pursuant to Regulation 34(2)(f) of Listing Regulations forms part of this Annual Report.
COMPLIANCE WITH THE CODE OF CONDUCT
A declaration signed by the Managing Director affirming compliance with the Company's
Code of Conduct by the Directors and Senior Management for the Financial Year 2022-23, as
required under Schedule V of the Listing Regulations, forms part of this Annual Report.
ENVIRONMENT, HEALTH AND SAFETY
The Company's manufacturing units are governed by 'Environment Policy' and 'Health and
Safety Policy' and are certified as per ISO 14001 and ISO 45001 assessment standards. The
Company has various safety guidelines in place which help identify unsafe actions or
conditions at the Company premises. These guidelines form the corner stone on which the
Company can operate smoothly devoid of any mishap or accidents at the work place. The
Company takes various steps to promote environment, health and safety measures across the
Company, which, inter alia, includes:
1. Complimentary health check-up & consultations facility at reputed hospital for
employees and their family members.
2. Annual medical health check-up camps for all the employees followed up with data
analysis, gap identification & counselling.
3. Systems implementation to ensure zero compromise on safety through 'Work permit
system' and ownership of adherence to the safety norms.
4. Regular safety drives coupled with effective trainings are conducted to help spread
awareness among employees on how to maintain a safe work environment.
5. The Company places equal emphasis on safety processes, behavioural safety and
strives to create safety positive culture towards achieving the ultimate goal of zero
accidents.
6. Increased focus on training & awareness, safety observations and various audits
like Internal Audit, SMAT audit, theme based safety inspection, safety patrolling, fire
equipment audit & emergency equipment audit.
7. Identification of safety hazards, near misses and accident prone areas through
safety management audit.
8. Employees are also required to take a safety oath and are encouraged to actively
participate in various competitions like poster, slogan, poem, essay competition during
the national safety week celebration.
9. Various health programs were organized like blood donation camps, neuropathy, eye
check-up, tetanus toxoid vaccination camp and sessions on stress management, brain stroke,
etc.
10. World Environment Day and Earth Day are observed on an annual basis.
11. Environmental measures like planting saplings is conducted across all the
facilities.
12. Development of green belts in the areas around the factory premises.
13. Various green initiatives taken at our Aurangabad plant like afforestation
initiative by implementing the Japanese method of Miyawaki plantation, around 1200
saplings planted in & around plant premises under the each one plant one initiative.
14. Water conservation initiative undertaken by construction of artificial farm lakes
at our Aurangabad plant.
15. Reducing the carbon footprint & emission of greenhouse gases by recycling &
reusing the aluminium scrap briquettes by working with the supplier to promote recycling.
16. Use of recyclable pallets for the transportation of finished goods
17. Use of moulded pulp packaging for transportation of finished components, which is
recyclable as well as biodegradable.
18. Our factories are equipped with both Effluent Treatment Plant (ETP) & Sewage
Treatment Plant (STP). Water is re-used for gardening purposes after treatment through
these units.
HUMAN RESOURCES
Fit for purpose capability is pivotal to an organisation's growth and success. At
Greaves, we continued our focus on attracting, retaining and developing the right talent
to meet current and future business needs of the Company. The Company seeks to create an
environment of fairness, transparency and mutual respect, wherein the aspirations of
employees and goals of the enterprise are aligned to achieve mutual benefit on a
continuous long-term basis.
The Company got certified as Great Place to Work for the third time in a row in
February 2023.
We strengthened our efforts behind DEEP (Development, Education, Empowerment,
Progress), a Community Partnership intervention to empower socio-economically
underprivileged youth for independent livelihood by engaging them to acquire and apply fit
for purpose of vocational skills, thereby improving their employability for a better
future.
In Financial Year 2022-23, we had 81 DEEP Trainees available with us. Till date we have
inducted 467 DEEP Trainees.
In Financial Year 2022-23, the relations of the Company with all its employees and
trade unions remained harmonious. The payroll count of Company's permanent employees was
888 as on 31st March 2023.
Disclosures pertaining to the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013
Pursuant to the requirements under the Prevention of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has enacted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace and
constituted an Internal Complaints Committee which is in compliance with the applicable
statutory requirements.
There were no cases with respect to sexual harassment filed during the year under
review.
GREAVES COTTON - EMPLOYEES STOCK OPTION PLAN 2020
In order to ring fence and incentivize key talent, for driving long term objectives of
the Company and ensuring that employee payoffs match the long gestation period of certain
key initiatives whilst simultaneously fostering ownership behaviour and collaboration
amongst employees, the Shareholders of the Company through Postal Ballot notice dated 11th
June 2020 had approved the Greaves Cotton - Employees Stock Option Plan 2020 ("the
ESOP Scheme") for grant upto 46,24,135 stock options ('the Options') to the eligible
employees of the Company, its holding company and subsidiaries.
There was no change in the ESOP Scheme during the Financial Year under review. The ESOP
Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021. Details of the ESOP Scheme have also been provided in notes to the
Standalone Financial Statements.
The ESOP Scheme is being administered and monitored by the Nomination and Remuneration
Committee ("NRC") of the Board of Directors of the Company. During Financial
Year 2022-23, no employee was issued options equal to or exceeding 1% of the issued share
capital of the Company at the time of grant.
In compliance with the requirements of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, a certificate from Secretarial Auditors confirming
implementation of ESOP Scheme in accordance with the said regulations will be available
electronically for inspection by the Shareholders during the ensuing Annual General
Meeting ("AGM") of the Company.
During the year under review, 1,27,295 (One Lakh Twenty-Seven Thousand Two Hundred and
Ninety Five) Equity Shares of ' 2 each were issued and allotted under the ESOP
Scheme.
The details of the ESOP Scheme, including terms of reference and the requirement
specified under the Act and the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, are available on the Company's website, at https://www.greavescotton.
com/investors/financials
DIRECTORS
Induction of Executive Director
Based on the recommendation of the NRC, the Board appointed Dr. Arup Basu as an
Additional Director (Executive) w.e.f. 12th May 2022 and designated him as
Deputy Managing Director for a period of 5 (five) years. The shareholders at the 103rd
AGM held on 11th August 2022, approved the appointment of Dr. Arup Basu as
Deputy Managing Director of the Company with effect from 12th May 2022 for a
period of 5 (five) years.
Change in Designation of Executive Directors
Based on the recommendations of the NRC, the Board approved the change in designation
of:
(a) Dr. Arup Basu from Deputy Managing Director to Managing Director of the Company
with effect from 12th August 2022 upto the end of original tenure i.e., 11th
May 2027.
(b) Mr. Nagesh Basavanhalli from Managing Director and Group CEO to Executive Vice
Chairman of the Company with effect from 12th August 2022 upto the end of
original tenure i.e., 4th November 2025.
The abovementioned change in designations were approved by the shareholders vide postal
ballot concluded on 28th December 2022.
After the end of the Financial Year 2022-2023, the Board, at the request of Mr. Nagesh
Basavanhalli, and as a part of meeting its long term strategic objectives and to
effectively use Mr. Nagesh Basavanhalli's services in accordance with the strategic plan
of the Company decided to re-designate Mr. Nagesh Basavanhalli as Non-Executive Director
and Vice Chairman of the Board with effect from 12th May 2023, on such terms
and conditions as approved by the Board, which shall be subject to the approval of
shareholders of the Company.
Cessation of Executive Director
Mr. Ajit Venkataraman had tendered his resignation as an Executive Director of the
Company with effect from the close of business hours of 31st May 2022 due to
his personal reasons.
Appointment of Independent Directors
Based on the recommendation of the NRC, the Board appointed:
a. Mr. Ravi Kirpalani as an Additional Director (Non-Executive, Independent) of the
Company with effect from 12th May 2022 to hold office for a term of 5 (five)
consecutive years.
b. Mr. Raja Venkataraman as an Additional Director (NonExecutive, Independent) of the
Company with effect from 09th February 2023 to hold office for a term of 5
(five) consecutive years.
The shareholders at the 103rd AGM held on 11th August 2022
approved the appointment of Mr. Ravi Kirpalani as an Independent Director effective from
12th May 2022 for a term of 5 (five) consecutive years.
The shareholders vide postal ballot concluded on 28th April 2023 approved
the appointment of Mr. Raja Venkataraman as an
Independent Director effective from 09th February 2023 for a term of 5
(five) consecutive years.
Cessation/Resignation of Independent Director
Mr. Vinay Sanghi ceased to be an Independent Director of the Company from the close of
business hours of 03rd August 2022 due to completion of his second term of
office as Independent Director of the Company.
STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS
All the Independent Directors of the Company have submitted requisite declarations
confirming that they continue to meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The
Independent Directors have also confirmed that they have complied with Schedule IV of the
Act and the Company's Code of Conduct.
Mr. Kewal Handa has resigned as an Independent Director of the Company with effect from
05th April 2023 due to his professional commitments. He has confirmed that
there were no material reasons for his resignation.
Re-appointment of Director liable to retire by rotation
The shareholders at the 103rd AGM held on 11th August 2022
approved the re-appointment of Mr. Karan Thapar as a Director liable to retire by
rotation.
Mr. Karan Thapar retires by rotation at the ensuing AGM, and being eligible, offers
himself for re-appointment.
Profile of Director to be re-appointed at the ensuing AGM, as required by Regulation
36(3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings, is
given in the notice of the ensuing AGM.
KEY MANAGERIAL PERSONNEL
As on the date of this report, the Company has the following Key Managerial Personnel
("KMP") as per section 2(51) of the Act:
Sr.No. |
Name of the KMP |
Designation |
1. |
Dr. Arup Basu |
Managing Director |
2. |
Mr. Atindra Basu |
General Counsel and Company |
|
|
Secretary |
3. |
Mr. Dalpat Jain* |
Group Chief Financial Officer |
resigned with effect from 12th June 2023.
Basis the recommendation of NRC, the Board approved the redesignation of Mr. Nagesh
Basavanhalli as Non-Executive Vice Chairman with effect from 12th May, 2023. With this, he
ceased to be a KMP of the Company.
Based on the recommendation of the NRC & Audit Committee, the Board at its meeting
held on 12th May 2023, appointed Mrs. Akhila Balachandar as the Chief Financial
Officer of the Company with effect from 13th June 2023.
Further, in terms of Section 150 of the Act read with Companies (Appointment and
Qualification of Directors) Rules, 2014, all Independent Directors of the Company are
registered with Indian Institute of Corporate Affairs (IICA). In the opinion of the Board,
the Independent Directors hold highest standard of integrity and possess the requisite
qualifications, experience and expertise.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Act, the Directors state that to the best of their
knowledge and belief and according to the information and explanations obtained by them:
1. In the preparation of the annual accounts for the Financial Year ended 31st
March 2023, the applicable accounting standards have been followed;
2. Selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at 31st March 2023 and of the profit of the
Company for that period;
3. Taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
4. Prepared the annual accounts on a going concern basis;
5. Laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and
6. Devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Company has constituted an Nomination and Remuneration Committee and formulated the
criteria for determining the qualifications, positive attributes and independence of a
Director ("the Criteria"). The criteria include, inter alia, a person to be
appointed on the Board of the Company should possess in addition to the fundamental
attributes of character and integrity, appropriate qualifications, skills, experience and
knowledge in one or more fields of engineering, banking, management, finance, marketing,
legal and a proven track record.
The NRC makes recommendations to the Board of Directors regarding the
appointment/re-appointment of Directors, Key Managerial Personnel ("KMPs") and
Senior Management. The role of the NRC encompasses conducting a gap analysis, wherever
applicable, and identifying suitable candidates for the position of Directors, KMPs and
senior management positions. Based on the recommendation of the NRC, the Board recommends
the appointment of directors to the shareholders of the Company and approves the
appointment of KMPs and senior management positions.
The policy of the Company on Directors remuneration as required under sub-section (3)
of Section 178 of the Act is given in Annexure 1 to this Board's Report and also
available on the Company's website at https://greavescotton.com/wp-content/
uploads/2023/04/GCL-Remuneration-Policy 04.05.2021.pdf.
The Company recognizes and embraces the benefits of having a diverse Board and sees
increasing diversity at Board level as an essential element in maintaining a competitive
advantage. The Company believes that diverse board will leverage differences in knowledge,
perspective, skills, background, race and gender, which will help the Company to retain
its competitive advantage. The Board has adopted the Policy on Board Diversity which sets
out the approach to the diversity of the Board of Directors. The said Policy is available
on the Company's website at https://greavescotton.
com/wp-content/uploads/2023/04/Policy Board Diversity.pdf
The NRC periodically reviews and oversees the succession planning for the Board and
select senior management positions as part of its talent management process. Our focused
approach on retaining the critical talent ensures that the business objectives are
achieved in line with overall purpose of the Company. The Board on the recommendation of
the NRC, approves the appointment of senior management positions and recommends the
appointment of directors to the Shareholders for their approval.
The details of Board and Committee composition, tenure of Directors, areas of
expertise, criteria for making payments to NonExecutive Directors and other details are
disclosed in the Corporate Governance Report which forms a part of this Annual Report.
During the year under review, the Managing Director and other Executive Directors of
the Company did not receive any remuneration or commission from any subsidiary of the
Company as required under Section 197 (14) of the Act.
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES
The information as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is given as Annexure 2 to this Board's
Report.
The Annual Report except the statement of particulars of employees pursuant to Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is being sent to the Shareholders of the Company and others entitled thereto
in terms of Section 136 of the Act. If any Shareholder is interested in obtaining a copy
of the said statement, they may write to the Company Secretary at the Corporate Office of
the Company or send an e-mail at investorservices@greavescotton.com stating their Folio
No./ DPID & Client ID.
FAMILIARISATION PROGRAMME FOR DIRECTORS
The Company follows a structured orientation programme including presentations by key
personnel to familiarise the Directors with the Company's operations. Presentations made
at the Board / Committee Meetings, inter alia, cover the business strategies, human
resource matters, budgets, initiatives, risks, operations of subsidiaries, etc. where the
Directors get an opportunity to interact with the Senior Management.
The Directors' Familiarisation Programme is displayed on the Company's website at
https://greavescotton.com/ wp-content/uploads/2023/07/Familiarisation-Programmes-
for-Directors-2022-23-1.pdf
EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors evaluated the effectiveness of their functioning including that
of its Committees and of individual directors, pursuant to the provisions of the Act and
the Listing Regulations.
The criteria for performance evaluation included, inter alia, relevant experience and
skills, preparedness and constructive contributions, transparency, participation in
strategic long-term planning, integrity, focus on shareholder value creation, monitoring
corporate governance practices and Board/Committee culture and dynamics.
The Board evaluation process has been completed for FY 2022-23 and the same was carried
out by way of an internal assessments based on combination of a detailed questionnaire and
through verbal discussions. The performance of the Board, its Committees and individual
directors was evaluated by the Board Members after considering inputs from all the
eligible Directors (excluding the Director being evaluated).
The Independent Directors also at their separate meeting held during the Financial Year
2022-23, without the presence of the management and Non-Executive Directors, evaluated the
performance of the Non-Independent Directors and the Board as
a whole. The performance of the Chairman of the Company was also evaluated after
considering the views of Executive Director and Non-Executive Directors.
In the Board meeting that held after the meeting of the Independent Directors and the
meeting of NRC, the performance of the Board, its Committees, and individual Directors
were discussed.
The Board of Directors were satisfied with the performance of the Board, its Committees
and individual directors and noted that there is adequate flow of information from Company
to the Board and the suggestions and recommendations given by the Board are considered for
follow up action. The Board Committees are well-managed, functioning adequately and the
meetings are held on a timely basis giving attention to each agenda item.
LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans, guarantees and investments as per Section 186 of the Act, as on
the 31st March 2023 are given in the Notes to the Financial Statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year 2022-23, the Company did not enter into any Material
transaction (as defined in the Company's policy on related party transactions) with the
related parties.
All contracts, arrangements and transactions entered by the Company with related
parties during Financial Year 2022- 23 were in the ordinary course of business and on an
arm's length basis. All related party transactions that were approved by the Audit
Committee were reviewed by the Audit Committee on a quarterly basis. Prior approval of the
Audit Committee by way of omnibus approval was obtained periodically for the transactions
which were planned and/or repetitive in nature.
During the Financial Year 2022-23, none of the transactions with related parties falls
under the scope of Section 188(1) of the Act. The information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the Financial Year
2022-23 and hence the same is not provided.
Details of transactions with related parties are disclosed in the Notes to the
Standalone Financial Statements, forming part of this Annual Report.
The policy on dealing with related party transactions is available on the Company's
website at https://greavescotton.com/wp-content/
uploads/2023/07/Draft-RPT-Policy-12.05.2023.pdf
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for
the year ended 31st March 2023 is available on the Company's website at
https://www.greavescotton.com/ investors/financials
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of conservation of energy, technology absorption, foreign exchange earnings
and outgo, as prescribed in Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given
in Annexure 3 to this Board's Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board and other Committees are given in
the Corporate Governance Report which forms part of this Annual Report.
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
COMMITTEES OF THE BOARD
As on 31st March 2023, the Board had five Committees: the Audit Committee,
the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee,
the Risk Management Committee and the Stakeholders Relationship and Share Transfer
Committee.
The details pertaining to composition of the Committees are included in the Corporate
Governance Report which forms part of this Annual Report. All the recommendations made by
the Committees were accepted by the Board.
RISK MANAGEMENT
The Company has a Risk Management Committee of Directors to oversee the risk management
efforts. The Company has put in place a robust Enterprise Risk Management (ERM) Policy
which covers strategic risks, operational risks, regulatory risks and catastrophic risks
and provides a clear identification of "Risks That Matter (RTM)". These RTMs are
periodically monitored by the Management and reviewed by the Risk Management Committee.
Implementation of this ERM Policy effectively supports the Board and the Management in
ensuring that risks, if any, which may significantly impact the Company are adequately
highlighted, and mitigation actions are implemented in a time-bound manner to reduce the
risk impact.
There are no material risks, which in the opinion of the Board threaten the existence
of the Company. However, the risks that may pose a concern are set out in the Management
Discussion and Analysis Report which forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Act and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Company has adopted a Corporate Social
Responsibility (CSR) Policy, as recommended by the CSR Committee covering the objectives,
initiatives, outlay, implementation, monitoring, etc. The CSR Policy is displayed on the
Company's website at https://greavescotton.
com/wp-content/uploads/2023/04/GCL-CSR-Policy 04.05.2021. pdf.
A report on the CSR activities in the format prescribed under the Companies (Corporate
Social Responsibility Policy) Rules, 2014, duly signed by the Managing Director and the
Chairperson of the CSR Committee, is given in Annexure 4 to this Board's Report.
The Company is committed to help people live better and to make communities stronger.
The focus of our CSR project is skill building and employability enhancement that can
create a positive impact in the society we operate in while also ushering in meaningful
change. The objective is to empower youth from underprivileged communities by providing
technical skills to get employed and support their families to have more inclusive
society.
Under Upskilling Theme
The Company's flagship programme DEEP (Development, Education, Empowerment and
Progress) is focused on upskilling and training the youth from socio-economically deprived
families for better employability and earning opportunities.
Under this CSR initiative, the Company is helping to empower the youth from the local
communities by imparting the required technical skills. Till date, the Company has helped
157 youths to successfully complete the training to upskill themselves and to enable them
taking up jobs in the fast-growing manufacturing sector.
This year, Greaves along with the National Employability Enhancement Mission (NEEM) is
imparting training to 81 youths from underprivileged families in and around Aurangabad
District through various reskilling work and empowering the local rural communities to get
employment and support their families. Under DEEP reskilling project through our local NGO
partner Yuvashakti Foundation, Greaves ensured Development, Education, Empowerment and
Progress of underprivileged families in various villages of Aurangabad District. Through
this initiative, we will continue to encourage diversity and till date, we have also
trained more than 45 girls so that they become economically independent.
This programme is a part of skill development initiative launched by the Central
government under National Employability Enhancement Mission (NEEM) - a program through All
India Council for Technical Education.
Outcome for DEEP Training:
These DEEP trainees undergo the exhaustive and comprehensive training module which is
mainly focuses on below areas-
Identify parts of automotive engines and understand their function / importance.
Assemble & dissemble engines independently.
Plan and organise work requirements deliverables in the given time.
Use resources in a responsible manner.
Interact & communicate effectively with cross functional team.
VIGIL MECHANISM
The Company has established a vigil mechanism through a Whistle Blower Policy, where
under, the Directors and employees can voice their genuine concerns or grievances about
any unethical or unacceptable business practice. A whistle-blowing mechanism not only
helps the Company in detection of fraud but is also used as a corporate governance tool
leading to prevention and deterrence of misconduct. The Company regularly provides Code of
Conduct trainings to create awareness on the whistle-blower mechanism available across
various locations. It provides direct access to the employees of the Company to approach
the Compliance Officer or the Chairperson of the Audit Committee, where necessary. The
Company ensures that genuine Whistle Blowers are accorded complete protection from any
kind of unfair treatment or victimisation. The Board at its meeting held on 12th
May 2023 amended the Whistle Blower Policy to extend its scope to the subsidiary companies
and to deal with matters involving leak or suspected leak of UPSI as per Insider Trading
Regulations. The Whistle Blower Policy is available on the Company's website at https://
greavescotton.com/wp-content/uploads/2023/06/Whistle-Blower- Policy-for-website-upload.pdf.
INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
To safeguard its assets and ensure efficient productivity at all levels, the Company
has robust internal control systems in place, commensurate with the size and industry in
which it operates. The internal control systems and benchmarks conform to the globally
accepted framework as issued by the Committee of Sponsoring Organisations of the Treadway
Commission (COSO) Internal Control - Integrated Framework (2013). The Company ensures that
the systems are periodically upgraded to keep pace with changing norms and ensures their
effectiveness.
The internal controls are designed to ensure that the following conditions are met
with:
Operations are performed effectively and efficiently;
Assets are adequately safeguarded;
Frauds and errors are prevented and detected within time;
Accounting records are accurate and complete across all businesses;
Financial information is prepared on time and are reliable
In addition, standardised operating procedures, policies and guidelines, regular
monitoring procedures and self-assessment exercises are also followed. All employees are
required to adhere to the Code of Conduct in their regular work.
Employees are benefited by a well-defined whistle blower policy that ensures and
encourages reporting of any misconduct, unethical behaviour or any behaviour with
possibility of conflict of interest. Highest standards of integrity and transparency are
adhered to and further encouraged by a self-monitoring mechanism.
During Financial Year 2022-23, key controls were adequately tested and appropriate
measures were initiated where deviation from standard practices was identified. The
Internal Auditors and Corporate Assurance Department monitors and controls the
effectiveness of the internal control systems. The implementation of the corrective
actions and improvements in business processes are regularly followed up by the Corporate
Assurance Department. The Company is also committed in ensuring that the operations are
carried out within the purview of applicable laws and statutory requirements.
In the opinion of Statutory Auditors, the Company has in all material respects, an
adequate internal financial controls system over financial reporting and such internal
financial controls over financial reporting were operating effectively as at 31st
March 2023.
STATUTORY AUDITORS
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (FRN.: 117366W / W-100018)
were re-appointed as Statutory Auditor of the Company at the 101st AGM to hold
the office until the conclusion of the 106th AGM of the Company. The Audit
Committee at its meeting held on 11th May 2023, evaluated the performance of the Statutory
Auditors along with the Management and was generally satisfied with their performance. In
the opinion of the Audit Committee, the Statutory Auditor is competent, qualified and is
independent of the Board and the Management.
The Statutory Auditor continue to remain eligible to act as the Statutory Auditor of
the Company.
STATUTORY AUDITORS' REPORTS
Reports issued by the Statutory Auditors on the Standalone and Consolidated Financial
Statements for the Financial Year ended 31st March 2023 does not contain any
qualification, reservation or adverse remark.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
The Statutory Auditor, Secretarial Auditor and Cost Auditor of the Company has not
reported any instances of fraud to the Audit Committee, under the Section 143(12) of the
Act.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitments which affect the financial position of
the Company that have occurred between the end of the Financial Year to which the
Financial Statements relate and the date of this report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of
the Listing Regulations:
a. the Company had engaged the services of M/s. Pradeep Purwar & Associates,
Company Secretary in Practice, to conduct the Secretarial Audit of the Company and provide
annual secretarial compliance report for the Financial Year ended 31st March
2023.
b. Greaves Electric Mobility Private Limited, Material Subsidiary of the Company, had
engaged the services of M/s. SGGS & Associates for conducting the Secretarial Audit
for the Financial Year ended 31st March 2023.
The Secretarial Audit Report (Form MR - 3) of the Company and its material subsidiary
are attached as Annexure 5 and 6 respectively to this Board's Report. The
Annual Secretarial Compliance Report issued by the Secretarial Auditor, was submitted to
the stock exchanges within the statutory timelines and is available on the Company's
website at http://www.greavescotton.com/investors/ corporate-announcements
The secretarial audit report and annual secretarial compliance report of the Company
does not contain any qualification, reservation or adverse remark.
MAINTENANCE OF COST RECORDS
Pursuant to the provisions of Section 148 of the Act read with clause (ix) of Rule 8(5)
of the Companies (Accounts) Rules, 2014,
adequate cost accounts and records are made and maintained by the Company as specified
by the Central Government. The Cost Audit Report for the year ended 31st March
2022, was filed with the Central Government within the prescribed time.
COST AUDITORS
Pursuant to the provisions of Section 148(3) of the Act, the Board has appointed M/s.
Dhananjay V. Joshi & Associates, Cost Accountants (Firm Registration Number: 000030),
as the Cost Auditors of the Company to conduct an audit of the cost records maintained by
the Company for the Financial Year ending 31st March 2024.
As required under Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014, the remuneration payable to the Cost Auditor is required to be
ratified by the Shareholders. The Board of Directors recommends the same for ratification
by Shareholders at the ensuing AGM.
OTHER DISCLOSURES
The Directors confirm that during the Financial Year under review-
there were no significant material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company and its operations;
there was no issue of equity shares with differential rights as to dividend,
voting or otherwise;
there was no issue of shares (including sweat equity shares) to the employees of
the Company under any scheme other than ESOP Scheme and there are no shares held in trust
for the benefit of the employees of the Company.
ACKNOWLEDGEMENT
The Board wishes to place on record its appreciation for all the employees for their
hard work, solidarity, co-operation and dedication during the year.
The Board sincerely conveys its appreciation to other stakeholders for their continued
support.
For and on behalf of the Board
|
Karan Thapar |
Ranipet |
Chairman |
12th May 2023 |
DIN: 00004264 |
|