To
The Members,
The Directors have pleasure in presenting the 106th 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 2025.
FINANCIAL HIGHLIGHTS
(Rs. in Crore)
|
Consolidated |
Standalone |
Particulars |
Year Ended 31st March 2025 |
Year Ended 31st March 2024 |
Year Ended 31st March 2025 |
Year Ended 31st March 2024 |
Total Revenue |
2973.10 |
2697.95 |
2027.40 |
1,816.88 |
Profit Before Tax and Exceptional items |
70.63 |
62.63 |
252.03 |
227.02 |
(Expense) / Income on Exceptional Items |
1.87 |
(334.83) |
(2.05) |
138.70 |
Profit / (Loss) Before Tax |
72.50 |
(273.10) |
249.98 |
365.72 |
Less: Tax expense |
78.78 |
94.17 |
64.11 |
81.36 |
Profit / (Loss) for the year |
(6.28) |
(367.27)* |
185.87 |
284.36 |
Total Comprehensive Income / (Loss) for the
year |
(5.83) |
(367.87) |
185.84 |
284.19 |
Dividend paid and Tax on Dividend |
46.50 |
20.88 |
46.50 |
20.88 |
Balance of the Profit carried forward |
946.54 |
977.50 |
1006.66 |
867.32 |
* includes share in loss of an associate amounting to '090 Crore.
REVIEW OF OPERATIONS AND STATE OF AFFAIRS
The Company's performance and outlook of each business 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(s) or Board's Report ("Report") in respect of any of the three
preceding Financial Years either voluntarily or pursuant to any order of a judicial
authority.
STRATEGIC DEVELOPMENTS Initial Public Offering
On 23rd December 2024, Greaves Electric Mobility Limited (Formerly
known as Greaves Electric Mobility Private Limited) ("GEML"), a material
subsidiary of the Company, filed a Draft Red Herring Prospectus ("DRHP") with
the Securities and Exchange Board of India ("SEBI"), BSE Limited and National
Stock Exchange of India Limited in connection with the proposed Initial Public Offering
("IPO") of equity shares of face value of Rs. 1 each, comprising of a fresh
issue of such number of Equity Shares aggregating up to Rs. 10,000 million and an offer
for sale of up to 5,10,00,000 Equity Shares by the Company and up to 13,83,98,200 Equity
Shares by Abdul Latif Jameel Green Mobility Solutions DMCC. In Principle approvals of BSE
Limited and National Stock
Exchange of India Limited on the DRHP were received on 17th February
2025.
Further, the Shareholders of the Company, by way of a Special
Resolution passed through postal ballot on 23rd March 2025, approved a potential dilution
of the Company's shareholding in GEML to 50% or below. This approval pertains to
participation in the proposed IPO of equity shares of face value of Rs. 1 each of GEML,
whether through an offer for sale or otherwise, in accordance with Regulation 24(5) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("the Listing Regulations"), and was passed as an
enabling resolution.
Acquisition
The Company has acquired approximately 10% shareholding in Excel
Controlinkage Private Limited ("Excel"), material subsidiary of the Company, on
13th August 2024 thereby increasing its holding to 70% in Excel. The said acquisition was
in accordance with the definitive agreements dated 6th April 2023.
Further Investment
On 5th September 2024, GEML, the material subsidiary of the Company,
completed a rights issue. The issue was subscribed by the Company and Abdul Latif Jameel
Green Mobility Solutions DMCC, with investments of Rs. 50.53 Crore and Rs. 29.47 Crore,
respectively.
On 12th August 2024, and 22nd November 2024, Greaves Financial Limited,
wholly owned subsidiary of the Company, completed two tranches of rights issue. Both the
issues were subscribed by the Company with investments of approximately Rs. 38.00 Crore
and Rs. 25.00 Crore, respectively.
NATURE OF BUSINESS
Greaves is one of the leading and diversified engineering Company in
India with a rich legacy and brand trust of over 165 years impacting more than millions
every day. The Company operates in multiple segments, namely Automotive, Non-Automotive,
Aftermarket, Retail, Electric Mobility (Ampere Electric for electric scooters and other
electric industrial products and e-rickshaws), Finance and Technologies. With a rich
legacy and brand trust of over 165 years, Greaves is dedicated to transforming the
sustainable, cleantech, and green mobility landscape through innovative technologies,
aiming to benefit a billion lives by 2030. 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 six state-of- the-art manufacturing facilities in
the country, which create world-class products and solutions. The Company's retailing
network comprises of approximately over 250 distributors, 10,000 retailers and 21,000
mechanics spread across more than 25 states and union territories. 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 2025 stood
at Rs. 75,00,00,000 (Rupees Seventy-Five Crore Only) divided into 37,50,00,000
(Thirty-Seven Crore Fifty Lakh) equity shares of face value of Rs. 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 2025 stood at Rs. 46,49,63,172 (Rupees Forty-Six Crore Forty-Nine Lakhs
Sixty-Three Thousand One Hundred and Seventy-Two Only) divided into 23,24,81,586
(Twenty-Three Crore Twenty-Four Lakhs Eighty-One Thousand Five Hundred and Eighty-Six)
equity shares of face value of Rs. 2 each (Rupees Two Only).
During the Financial Year, the issued, subscribed and paid-up share
capital of the Company increased pursuant to the allotment of 4,81,617 (Four Lakh
Eighty-One Thousand Six Hundred and Seventeen) equity shares of face value of Rs. 2 each
(Rupees Two only), aggregating to '9,63,234 (Rupees Nine Lakh Sixty-Three Thousand Two
Hundred and Thirty-Four Only), upon the exercise of stock options by eligible employees
under the Greaves Cotton- Employees Stock Option Plan 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, Rs. 0.07 Crore was transferred to
reserves on account of lapse of stock options issued under the ESOP Scheme.
DIVIDEND
In accordance with Regulation 43A of the Listing Regulations, the
Company has adopted a Dividend Distribution Policy. This policy outlines the key
parameters and circumstances to be considered by the Board of Directors while determining
the declaration of dividend to shareholders. As per the policy, the Board of Directors
have recommended a dividend of Rs. 2 per share (100%) on face value of Rs. 2 per share for
the Financial Year ended on 31st March 2025. The dividend if approved by the shareholders
at the ensuing Annual General Meeting ("AGM") will result in an outflow of
approximately Rs. 46.56 Crore and at a pay-out ratio of 25.05 % of standalone profits of
the Company.
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. Accordingly, no principal or interest was outstanding as on 31st March 2025.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on 31st March 2025, the Company has six subsidiaries. The Company
does not have any joint venture/associate company within the meaning of Section 2(6) of
the Act.
During the year under review, the details of performance of the
subsidiary companies are as follows:
Greaves Finance Limited ("GFL")
GFL, a wholly owned subsidiary of the Company, is a non-banking
financial company engaged in the business of Retail Vehicle Financing and provides lending
and related solutions to prospective purchasers of electric 2-wheeler & 3-wheeler
vehicles. It also offers lease financing options to the last-mile delivery and service
aggregators.
GFL reported total revenue of Rs. 18.17 Crore and loss of Rs. 7.99
Crore as against total revenue of Rs. 6.09 Crore and loss of Rs. 14.43 Crore in the
previous Financial Year.
GFL is also registered as a corporate agent under IRDAI (Registration
of Corporate Agents) Regulations, 2015 for the purpose of undertaking Composite Corporate
Insurance Agency business.
Greaves Technologies Limited ("GTL")
GTL, a wholly owned subsidiary of the Company, is engaged in the
business of providing engineering services to the OEMs for development and maintenance of
engines, plant and machinery and equipment of every description. GTL reported total
revenue of Rs. 46.04 Crore and loss of Rs. 1.61 Crore as against total revenue of Rs.
34.79 Crore and loss of Rs. 1.59 Crore in the previous Financial Year.
Greaves Technologies Inc ("GTI")
GTI, a wholly owned subsidiary of Greaves Technologies Limited,
incorporated in USA, has been voluntarily dissolved with effect from 28th February 2025.
The dissolution was undertaken with the objective of simplifying operations, improve
overall corporate performance and rationalising overall group structure. This dissolution
is not expected to have any impact on the revenue or business operations of the Company.
GTI reported total revenue of Rs. 0.45 Crore and loss of Rs. 0.06 Crore
as against total revenue of Rs. 0.29 Crore and loss of Rs. 0.06 Crore in the previous
Financial Year.
Excel Controlinkage Private Limited
("Excel")
Excel, a material subsidiary of the Company, is engaged in the business
of manufacturing of mechanical and electronic motion control systems with integrated
capability to manufacture push pull cables, levers & sensors. Excel reported total
revenue of Rs. 272.24 Crore and profit of Rs. 56.75 Crore as against total revenue of Rs.
265.73 Crore and profit of Rs. 59.95 Crore in the previous Financial Year.
Greaves Electric Mobility Limited
("GEML")
GEML, a material subsidiary of the Company, is engaged in the business
of designing and manufacturing of electric vehicles. GEML reported total revenue of Rs.
471.90 Crore and loss of Rs. 174.11 Crore as against total revenue of Rs. 466.35 Crore and
loss of Rs. 641.56 Crore in the previous Financial Year.
Bestway Agencies Private Limited
("Bestway")
Bestway, a wholly owned subsidiary of GEML, is engaged in the business
of manufacturing and supply of ELE brand E-Rickshaw and E-3Wheeler parts. Bestway reported
total revenue of Rs. 72.76 Crore and loss of '20.86 Crore as against total revenue of Rs.
95.09 Crore and loss of Rs. 19.36 Crore in the previous Financial Year.
MLR Auto Limited ("MLR")
MLR, a subsidiary of GEML, is engaged 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 reported total revenue of Rs.
142.31 Crore and loss of Rs. 37.79 Crore as against total revenue of Rs. 86.50 Crore and
loss of Rs. 25.91 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
2024-25 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. A detailed report on Corporate Governance for the Financial Year ended 31st
March 2025 along with the Practising Company Secretary's certificate on compliance with
the provisions of Corporate Governance under the Listing Regulations, forms 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 the Listing Regulations forms part
of this Annual Report.
COMPLIANCE WITH THE CODE OF CONDUCT
A declaration signed by the Managing Director & Group CEO affirming
compliance with the Company's Code of Conduct by the Directors and Senior Management, for
the Financial Year 2024-25, 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
to 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 mishaps or
accidents at the workplace. The Company takes various steps to promote environment, health
and safety measures across the Company, which, inter alia, includes:
Health, Safety and Environment (HSE) Initiatives
A. Workplace Safety Initiatives
1. Initiated a monthly safety training calendar covering various topics
under safety, health & environment for all the plant employees.
2. Introduced visitor safety guideline card, handed out at the gate to
ensure adherence to safety norms by all visitors.
3. Safety Data table with drop boxes implemented at shop floor for
reporting of unsafe acts, unsafe conditions and near miss incidents.
4. Implemented new Accident/Incident reporting and investigation
procedure to strengthen accountability and response mechanisms.
5. Published and implemented a safety manual which serves as a guide
for all safety related instructions and norms to be followed for various processes in the
plant.
6. Systems implementation to ensure zero compromise on safety through
Work permit system' and ownership of adherence to the safety norms.
7. Conducted regular safety drives and training sessions to increase
employee awareness and readiness.
8. Emphasized a safety-positive culture, integrating both process and
behavioural safety to aim for zero-accident targets.
9. Focused on proactive safety observations and audits including SMAT
audits, internal audits, theme-based inspections, safety patrolling and fire/emergency
equipment audits.
10. Safety hazards and accident-prone areas were identified through
periodic Safety Management Audits.
11. Encouraged employee engagement through safety oath ceremonies and
participation in competitions (poster, slogan, poem, essay) during National Safety Week.
B. Occupational Health & Well-being
1. Provided complimentary health check-up & consultation facility
at reputed hospital for employees and their family members.
2. Conducted annual medical health check-up camps for all the employees
followed up with data analysis, gap identification & counselling.
3. Organised various health programs like blood donation camps,
neuropathy, eye check-up, tetanus toxoid vaccination camp and sessions on stress
management, brain stroke, etc.
C. Infrastructure & Facility Improvements
1. Improved lux level on the shop floor from 250 to 500 lux, enhancing
visibility and reducing eye strain, fatigue and workplace accidents.
2. Installed special flame proof lighting in the scrap yards for
enhanced safety in case of any emergency.
Environmental Sustainability Initiatives
A. Emission and Energy Management
1. Installed retrofitted emission control kits for all DG sets at the
plant and R&D centre in Aurangabad to ensure adherence to CPCBIV Norms.
2. Commissioned a 700 KW solar power plant at the Industrial Engines
Unit, Chikalthana, Aurangabad, which is expected to generate approx. 10,02,400 units of
electricity annually.
3. Transitioned admin and office lighting systems from CFL to
energy-efficient LED lights at the Aurangabad location.
4. Undertook efforts to reduce carbon footprints by recycling and
reusing aluminium scrap briquettes in collaboration with suppliers.
B. Water Conservation and Management
1. ETP/STP water which is treated and recycled was previously used only
for gardening purpose, is now used for various purposes like washroom flushes, floor
cleaning etc. so that the water again goes to ETP/STP and can be later reused. This
ensures optimum usage of the water at plant.
2. Upgraded water distribution system from manual to automatic with
electromagnetic flow meters which not only monitors the consumption but also ensures no
water is wasted. Additionally, process wise water lines have been installed reducing the
losses and ensuring optimal usage of water.
3. Constructed artificial farm lakes at the Aurangabad plant for water
conservation and replenishment.
C. Digital & Green Operations
1. Deployed digital SOPs, check-sheets and reporting tools on the shop
floor, promoting paperless operations.
2. Displayed Digital Environmental Monitoring Boards at all plants
showing real-time environmental parameter data.
D. Waste Reduction & Eco-Friendly Packaging
1. Promoted the use of recyclable pallets for transporting finished
goods.
2. Adopted moulded pulp packaging for finished components, which is
both biodegradable and recyclable.
E. Afforestation & Green Belt Development
1. Celebrated World Environment Day and Earth Day through employee
engagement and plantation drives.
2. Undertook afforestation using the Miyawaki plantation method,
planting around 1,200 saplings at and around the Aurangabad plant.
3. Continued development of green belts around factory premises.
4. Developed a kitchen garden within the plant premises.
Awards and Recognitions received during the Financial Year
The LEU I Plant of the Company was awarded with the (i) Prestigious
National Safety Council - Maharashtra Chapter Safety Award for the year 2023-2024 in two
categories - Longest Accident-Free Period & Lowest Average Accident Frequency Rate;
and (ii) Safe Tech Award for "Best Medical & health care facility at
Workplace".
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.
We have 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.
During the Financial Year 2024-25, we had 31 DEEP Trainees available
with us. In total, we onboarded 467 Trainees under DEEP project. In addition, the Company
also introduced "SWATI - Knowledge to Shine" project in the Financial Year
2024-25, aimed at empowering young women through employment linked residential diploma
programs in collaboration with Symbiosis University of Applied Sciences (SUAS), Indore - 2
years Diploma in Manufacturing Automation (DMA) and 3 years Diploma in Advanced
Manufacturing Excellence (DAME). The first batches commenced in August 2024 at SUAS Indore
campus, enrolling 74 students in total - 18 in DMA and 56 in DAME.
Throughout the year, the relations of the Company with all its
employees and trade unions remained harmonious. The payroll count of Company's permanent
employees was 1079 as on 31st March 2025.
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
adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace and constituted an Internal Complaints Committee for providing redressal
mechanism pertaining to any reported event of sexual harassment by employees at workplace.
During the year under review, the Company did not receive any complaints pertaining to
sexual harassment.
EMPLOYEES STOCK OPTION PLANS
The Company firmly believes that stock options enable the alignment of
personal goals of the employees with organizational objectives by allowing their
participation in the ownership of the Company. Accordingly, the Company believes in
rewarding its employees, for their continuous hard work, dedication and support, which has
led the Company on the growth path.
As on 31st March 2025, the Company has formulated and implemented two
Employee Benefit Plans, namely:
Greaves Cotton - Employees Stock Option Plan 2020'
("ESOP-2020").
Greaves Cotton - Employee Stock Option Plan 2024'
("ESOP-2024")
Based on the recommendation of Nomination and Remuneration Committee
("NRC") and Board of Directors, the Shareholders of the Company through Postal
Ballot notice dated 09th January 2025 had approved the adoption and implementation of
ESOP-2024 for grant upto 46,49,631 stock options to the Eligible Employees of the Company.
The ESOP-2024 is distinct from the ESOP-2020 across several parameters,
including, but not limited to, the introduction of a differentiated vesting structure for
Group and Business CEOs in comparison to other corporate functions, a revised vesting
schedule shifting from annual 25% vesting to 50% vesting every alternate year, and the
incorporation of varied performance criteria such as revenue and profitability at both the
business unit and Company levels. The ESOP 2020 will continue to operate for the grants
made under the said Plan.
The NRC is responsible for the administration of all the aforementioned
Employee Benefit Plans. There were no changes to the Employee Benefit Plans during the
Financial Year.
The Plans are compliant with the provisions of Section 62 of the Act
and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
("SBEBSE Regulations"). Details of the Plans have been provided in the
standalone financial statements. The disclosure containing details of options granted,
options vested, number of shares allotted upon exercise of options, etc. as required under
the SBEBSE Regulations is available on the website of the Company at
https://www.greavescotton.com/investors/financials.
In compliance with the requirements of the SBEBSE Regulations, a
certificate from Secretarial Auditors confirming implementation of the Plans in accordance
with the said regulations, will be available electronically for inspection by the
Shareholders during the ensuing AGM of the Company.
DIRECTORS
Change in Executive Directors
Dr. Arup Basu (DIN: 02325890) resigned as Managing Director of the
Company due to personal reasons and priorities with effect from the close of business
hours on 14th April 2025.
Based on the recommendation of the NRC, the Board appointed Mr. Parag
Satpute (DIN: 06872200) as the Managing Director & Group Chief Executive Officer of
the Company for a period of 5 (five) consecutive years with effect from 14th April 2025,
subject to the approval of shareholders and other regulatory approvals.
Change in Independent Directors
Ms. Sree Patel (DIN: 03554790) completed her second consecutive term as
an Independent Director and thus retired as an Independent Director of the Company with
effect from the close of business hours on 13th February 2025.
Based on the recommendation of the NRC, the Board appointed Mrs. Kavita
Nair (DIN: 07771200) as an Additional Director (Non-Executive, Independent Director) of
the Company for a period of 5 (five) consecutive years with effect from 23rd January 2025.
The appointment was approved by the shareholders through postal ballot on 23rd March 2025.
Change in Non-Executive, Non-Independent Directors
Mr. Nagesh Basavanhalli (DIN:01886313) stepped down from the position
of Vice Chairman & Non-Executive Director with effect from the close of business hours
on 30th April 2025.
The Shareholders of the Company at their 105th AGM held on 08th August
2024 approved the re-appointment of Mr. Karan Thapar (DIN: 00004264) as a director liable
to retire by rotation.
Retire by Rotation
In view of the changes in the composition of Board of Directors as
stated above, Mr. Karan Thapar is liable to retire by rotation at the ensuing AGM and
being eligible, has offered himself for re-appointment. The Board recommends
re-appointment of Mr. Thapar as Director, liable to retire by rotation. The said
re-appointment is subject to the approval of members at the ensuing AGM.
A brief profile of the retiring Director is furnished in the Notice of
the ensuing 106th AGM.
KEY MANAGERIAL PERSONNEL
As on the date of this report, the Company has the following Key
Managerial Personnel ("KMP"):
Sr. No. |
Name of the KMP |
Designation |
1. |
Mr. Parag Satpute |
Managing Director & Group Chief Executive
Officer |
2. |
Mr. Atindra Basu |
Group General Counsel and Company Secretary |
3. |
Mrs. Akhila Balachandar |
Chief Financial Officer |
Dr. Arup Basu, Managing Director of the Company resigned with effect
from 14th April 2025, and accordingly ceased to be a KMP of the Company.
Pursuant to the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 issued by
SEBI dated 12th December 2024, Mr. Atindra Basu serves as the Compliance Officer of the
Company and is designated one level below the Board.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company's Independent Directors have submitted requisite
declarations confirming that (i) 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; (ii) they have complied with Code of Conduct laid down under Schedule IV of
the Act and the Company's Code of Conduct; and (iii) they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with impartial and unbiased
judgment and without any external influence.
The Independent Directors have further confirmed that they have
registered themselves with the Independent Directors Database maintained by the Indian
Institute of Corporate Affairs, in accordance with Section 150 of the Act read with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014 and that they
continue to hold valid registration certificates.
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 2025, 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 2025 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 NRC makes recommendations to the Board regarding the
appointment/re-appointment of Directors. The role of the NRC encompasses conducting a gap
analysis, wherever applicable and identifying suitable candidates for Directorship. Based
on the recommendation of the NRC, the Board recommends the appointment of a Director to
the shareholders of the Company.
Based on the recommendation of the NRC and approval of the Board, the
Company has adopted the policy on appointment and remuneration of Directors, KMPs and
Senior Management and formulated the criteria for determining the qualifications, positive
attributes and independence of a director. The said criteria include, inter alia, that 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, ESG and a proven track record. The said policy is 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 selects 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 details of Board and Committee composition, tenure of Directors,
areas of expertise, criteria for making payments to Non-Executive 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 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 1 to this Report.
The Annual Report excluding 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 at their registered email addresses and others entitled thereto, in terms of
Section 136 of the Act. Shareholders who wish to obtain a copy of the aforementioned
statement may write to the Company Secretary at the Corporate Office of the Company or by
sending an e-mail at investorservices@greavescotton.com, mentioning their Folio No./ DPID
& Client ID.
FAMILIARISATION PROGRAMME FOR DIRECTORS
The Company follows a structured orientation programme including
presentations by key personnel to familiarize the Directors with the Company's operations.
Presentations made at the Board / Committee Meetings, inter alia, cover the business
strategies and performance, brand architecture, budgets, factory visits, CSR activities,
key risks in PESTLE format, operations of subsidiaries, update on regulatory requirements
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, relationship with the management and
Board/Committee culture and dynamics.
The Board evaluation process has been completed for Financial Year
2024-25 and the same was carried out by way of an internal assessments based on
combination of a detailed questionnaires and through verbal discussions.
The Independent Directors also at their separate meeting held for the
Financial Year 2024-25, met without the presence of the management and Non-Independent and
Non-Executive Directors, wherein they 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 held after the meeting of the Independent
Directors, the performance of the Board, its Committees, and individual directors was
discussed after considering inputs from all the eligible Directors (excluding the Director
being evaluated).
The Board of Directors were satisfied with the performance of the
Board, its Committees and individual director 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 actions. 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 2025 are given in the Notes to the Financial Statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts, arrangements and transactions entered by the Company
with related parties during Financial Year 202425 were in the ordinary course of business
and on an arm's length basis and hence, do not attract the provisions of Section 188 of
the Act. 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. All the
approved related party transactions, reviewed by the Audit Committee on a quarterly basis.
Details of transactions with related parties are disclosed in the Notes
to the Standalone Financial Statements, forming part of this Annual Report.
The Board of Directors has formulated a Policy on dealing with Related
Party Transactions, pursuant to the provisions of the Act and the Listing Regulations. The
Policy includes clear threshold limits and intends to ensure that proper reporting,
approval and disclosure processes are in place for all transactions between the Company
and related parties. During the Financial Year, the Board of Directors had revised the
Policy on dealing with Related Party Transactions in order to align the said policy with
the amendments made in Regulation 23 of the Listing Regulations.
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
During the Financial Year, the Company did not enter into any material
related party transactions, as defined under its Policy on dealing with Related Party
Transactions. Accordingly, disclosure in the prescribed Form AOC-2 pursuant to Section 134
of the Act is not applicable.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return for the Financial Year ended 31st March 2025 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 as Annexure 2 to this Board's Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board and its 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 such systems are adequate and operating effectively.
COMMITTEES OF THE BOARD
As on 31st March 2025, the Board had five statutory committees: Audit
Committee, Nomination and
Remuneration Committee, Environmental, Social and Governance &
Corporate Social Responsibility Committee ("ESG & CSR Committee"), Risk
Management Committee and Stakeholders' Relationship and Share Transfer Committee.
The details pertaining to the composition of Committees and brief terms
of reference of the Committees of the Board are disclosed 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 assist the
Board in fulfilling its oversight responsibilities for the risk management activities of
the Company. 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 ESG & 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 & Group CEO and the Chairperson of the ESG & CSR Committee, is
given in Annexure 3 to this Board's Report.
The Company is committed to help people to live better and to make
communities stronger. The focus of our CSR projects 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.
DEEP Upskilling Project:
The Company's flagship program, DEEP (Development, Education,
Empowerment and Progress), was focused on upskilling and training the youth from
socio-economically deprived families for better employability and earning opportunities.
Under this CSR initiative, the Company was helping to empower the youth
from the local communities by imparting the required technical skills and the Company
helped 157 youths to successfully complete the training to upskill themselves and to
enable them taking up jobs in the fast-growing manufacturing sector.
During the year under review, Greaves along with the National
Employability Enhancement Mission (NEEM) imparted training to 31 youths from
underprivileged families in and around Aurangabad District through various upskilling work
and empowered the local rural communities to get employment and support their families.
Under DEEP upskilling project through our local NGO partner Yuvashakti Foundation, Greaves
ensured Development, Education, Empowerment and Progress of the youths residing in various
villages of Aurangabad District. Through this initiative, we encouraged diversity and also
trained more than 45 girls so that they become economically independent. This programme
was a part of skill development initiative launched by the Central government under NEEM-
a program through All India Council for Technical Education.
Outcome for DEEP Training:
These DEEP trainees underwent exhaustive and comprehensive training
module which was mainly focused 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.
Swati Project:
The Company has introduced another CSR initiative in Financial Year
2024-25 namely "SWATI" Project, aimed at empowering young women through skill
training and employment opportunities. This initiative titled "SWATI Program -
Knowledge to Shine" is designed to provide employment-linked diploma programs in
collaboration with Symbiosis University of Applied Sciences (SUAS), Indore. The two
programs are open to girls from underprivileged background who have completed 10th grade
and 12th grade (Science with Mathematics) respectively. It offers two residential diploma
courses: Diploma in Manufacturing Automation (DMA), a two-year program for 12th (Science
with Mathematics) pass students and Diploma in Advanced Manufacturing Excellence (DAME), a
three-year program for 10th pass students. The first batches of both the programs have
commenced in August 2024 at SUAS Indore campus, enrolling 74 students in total - 18 in DMA
and 56 in DAME.
With a focus on enhancing technical skills and improving employability,
the SWATI Project aims to provide structured industry-relevant education and practical
training to young women, helping them build sustainable careers in the manufacturing
sector. The program ensures a residential learning experience, equipping students with
hands-on training and exposure to advanced manufacturing technologies. By facilitating
access to quality education and skill development, the Company is promoting financial
independence and self-reliance among women from marginalised communities, reinforcing its
commitment to social responsibility and inclusive growth.
VIGIL MECHANISM
The Company has established a vigil mechanism through a Whistle Blower
Policy, where, the Directors, Employees and Other Persons can voice their genuine concerns
or grievances about any unethical or unacceptable business practice. A vigil 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 vigil mechanism available across
various locations. It provides direct access to the Directors, Employees and Other Persons
to approach the Compliance Officer or the Chairperson of the Audit Committee, wherever
necessary. The Company ensures that genuine Whistle Blowers are accorded complete
protection from any kind of unfair treatment or victimisation. 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 is 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 2024-25, key controls were adequately tested and
appropriate remedial 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. We also actively pursue the automation of key control, which
enhances the controls in the Company. 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 2025.
STATUTORY AUDITORS
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm
Registration Number: 117366W/W-100018) will complete their second term of five consecutive
years as the Statutory Auditors of the Company at the conclusion of the 106th AGM.
Based on the recommendation of Audit Committee and the approval of the
Board of Directors, the appointment of Price Waterhouse Chartered Accountants LLP (Firm
Registration Number: 012754N/N500016) as the Statutory Auditors of the Company is being
proposed for consideration by the Members at the ensuing 106th AGM.
Their appointment is proposed for a term of five consecutive years,
commencing from the conclusion of the 106th AGM until the conclusion of the 111th AGM. A
brief profile of the proposed Statutory Auditors, along with the terms and conditions of
their appointment, forms part of the Notice of the 106th AGM.
STATUTORY AUDITORS' REPORTS
Reports issued by the Statutory Auditors on the Standalone and
Consolidated Financial Statements for the Financial Year ended 31st March 2025 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 have 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 Purwar & Purwar
Associates LLP, Company Secretaries in Practice, to conduct the Secretarial Audit of the
Company and to provide Annual Secretarial Compliance Report for the Financial Year ended
31st March 2025.
b. Greaves Electric Mobility Limited and Excel Controlinkage Private
Limited, Material Subsidiaries of the Company, had engaged the services of M/s. SGGS &
Associates for conducting the Secretarial Audit for the Financial Year ended 31st March
2025.
The Secretarial Audit Report (Form MR - 3) of the Company, GEML and
Excel are attached as Annexure 4, 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.
Based on the recommendation of Audit Committee and the approval of the
Board of Directors, the appointment of Purwar
6 Purwar Associates LLP, Company Secretaries in Practice, as the
Secretarial Auditors of the Company is being proposed for consideration by the Members at
the ensuing AGM.
Their appointment is proposed for a term of five consecutive years,
commencing from Financial Year 2025-26 to Financial Year 2029-30. A brief profile of the
proposed Secretarial Auditors, along with the terms and conditions of their appointment,
forms part of the Notice of ensuing AGM.
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 Financial Year ended 31st March 2024, was filed with the Central
Government within the prescribed time and for the Financial Year ended 31st March 2025,
the audit report will be filed within the prescribed timeline.
COST AUDITORS
Pursuant to the provisions of Section 148(3) of the Act, M/s. Dhananjay
V. Joshi & Associates, Cost Accountants (Firm Registration Number: 000030), were
appointed as the Cost Auditors of the Company to conduct an audit of the cost records
maintained by the Company for the Financial Year ended 31st March 2025.
Based on the recommendation of Audit Committee, the Board has appointed
M/s. Dhananjay V Joshi & Associates, Cost Accountants, as the Cost Auditors of the
Company to conduct an audit of the cost records for the Financial Year ended 31st March
2026 at a remuneration of Rs. 9.00 Lakhs, excluding applicable taxes and out of pocket
expenses. As required under Section 148(3) 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:
No significant material orders were passed by the Regulators or
Courts or Tribunals impacting the going concern status of the Company and its operations;
The Company did not issue any equity shares carrying
differential rights as to dividend, voting, or otherwise;
No shares, including sweat equity shares, were issued to
employees under any scheme other than the Employee Stock Option Scheme, and no shares are
held in trust for the benefit of employees of the Company.
No proceedings, whether initiated by or against the Company,
were pending under the Insolvency and Bankruptcy Code, 2016 (as amended), before the
National Company Law Tribunal or any other courts.
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 |
Place: Mumbai |
Chairman |
Date: 30th April 2025 |
DIN:00004264 |
|