The Directors have pleasure in presenting the 98th Annual Report for thefinancial year ended 31st March 2017.
(Rs in Crore)
|Particulars ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Total Revenue ||1869.28 ||1847.68 |
|Profit Before Tax and Exceptional Items ||246.15 ||268.22 |
|Gain on Exceptional Items ||5.98 ||26.39 |
|Profit Before Tax ||252.13 ||294.61 |
|Less: Provision for Tax ||68.02 ||93.50 |
|Profit after Tax ||184.11 ||201.11 |
|Loss from discontinued operations (Net of Tax) ||-3.48 ||-1.74 |
|Profit for the year ||180.63 ||199.37 |
|Total Comprehensive Income for the year ||181.29 ||200.36 |
|Dividend paid and Tax on Dividend ||147.15 ||165.06 |
|Transfer to General Reserve ||- ||28.15 |
|Balance of the Profit carried forward ||490.02 ||455.88 |
REVIEW OF OPERATIONS
The business landscape in the Company's operating segments was challenging during theyear due to changing economic conditions. Despite this business environment the inherentstrength & clear strategic directions helped the Company to overcome smoothly.
The Company registered total revenue of Rs 1869.28 crore during the year under reviewas against Rs 1847.68 crore in the previous financial year. The profit after tax was Rs180.63 crore for the year under review as against Rs 199.37 crore in the previousfinancial year. The profit after tax for the year under review includes an exceptionalgain of Rs 5.98 crore as against Rs 26.39 crore in the previous financial year.
The profit before tax and exceptional items as a percentage of total revenue for theyear under review wAs at 13.17% as against 14.52% in the previous financial year.
The outlook of each business has been discussed in detail in the 'Management Discussionand Analysis' which forms a part of this Annual Report.
The Directors have recommended a final dividend of Rs 1.50 per share which togetherwith the interim dividend of Rs 4.00 per share of face value of Rs 2 paid during the yearaggregates to Rs 5.50 per share of Rs 2 which is same as of previous year. The totaldividend for the year (interim and final dividend) under review excluding tax on dividendis Rs 134.31 crore which is same as of previous year. Dividend as a percentage of Profitfor the year is 74.36% as compared to 67.37% in the previous year.
The Company discontinued its Fixed Deposit Scheme in April 2005. During the year underreview the Company did not accept any deposits within the meaning of Chapter V of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions the amount of dividend remaining unpaid orunclaimed for a period of seven years from the date of transfer to the unpaid account isrequired to be transferred to the Investor Education and Protection Fund (IEPF) of theCentral Government. Accordingly unpaid or unclaimed dividend in respect of the 2ndinterim dividend and final dividend for the financial year ended 30th June2009 1st and 2nd interim dividend for the financial year ended 30thJune 2010 have been transferred to the IEPF.
Members who have not yet en-cashed or claimed the dividends that are yet to betransferred to the IEPF are requested to contact the Company's Registrar and ShareTransfer Agent at the earliest.
In terms of the requirements of Section 124 (6) of the Companies Act 2013 read withthe Investor Education and Protection Fund (IEPF) Authority (Accounting Audit Transferand Refund) Rules 2016 as amended ("the Rules") the Company is required totransfer the shares in respect of which the dividend has remained unpaid or unclaimed fora period of seven consecutive years to the IEPF Account.
Members are requested to take note of the same and claim their unclaimed dividendsimmediately to avoid transfer of the underlying shares to the IEPF Account. The sharestransferred to the IEPF Account can be claimed back by the concerned Members from IEPFAuthority after complying with the procedure prescribed under the Rules.
REPORT ON PERFORMANCE OF SUBSIDIARIES
During the year no company became or ceased to be a subsidiary of the Company. Thedetails of the performance of the subsidiary companies are as follows:
Greaves Leasing Finance Limited (GLFL)
GLFL a wholly owned subsidiary of the Company is a non-banking finance company. Itreported a total revenue of ' 0.50 crore and profit before tax of ' 0.30 crore.
Dee greaves limited (DGL)
DGL a wholly owned subsidiary of GLFL did not undertake any business during the yearunder review. It reported a marginal profit during the year.
Greaves Cotton Middle East FZC (GCME)
GCME United Arab Emirates a wholly owned step-down subsidiary of the Company throughGLFL is engaged in trading and after sales services of the Company's products in theMiddle East. For the year under review GCME recorded total revenue of ' 0.34 crore andreported a loss of ' 0.24 crore. Due to continuous losses it was decided to liquidateGCME. This would reduce the expenditures and also the compliance obligations.
A statement containing salient features of the Financial Statements in Form AOC-1 asrequired under Section 129 (3) of the Companies Act 2013 forms a part of this AnnualReport. The audited Financial Statements of each subsidiary company shall be kept open forinspection at the Registered Office of the Company on every working day of the Companybetween 10 a.m. to 12 noon up to the date of the forthcoming 98th AnnualGeneral Meeting.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements prepared in accordance with the applicableAccounting Standards issued by the Institute of Chartered Accountants of India and theprovisions of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("the SEBI (LODR) Regulations")forms a part of this Annual Report. The Auditors' Report on the Consolidated FinancialStatements is also attached. The same is with unmodified opinion (unqualified).
MANAGEMENT DISCUSSION AND ANALYSIS
Detailed review by the Management of the operations performance and future outlook ofthe Company and its business pursuant to Schedule V of the SEBI (LODR) Regulations ispresented in a separate section - Management Discussion and Analysis which forms a partof 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 underSchedule V of the SEBI (LODR) Regulations have been duly complied with. The quarterlyCorporate Governance Report confirming that the Company has complied with statutoryprovisions has been filed with the Stock Exchanges where the shares of the Company arelisted and also placed before the Board of Directors. A detailed report on CorporateGovernance and a certificate from the Statutory Auditors confirming compliance ofconditions of the Corporate Governance forms a part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required pursuant to Regulation 34(2)(f) of SEBI(LODR) Regulations forms part of this Annual Report.
COMPLIANCE WITH THE CODE OF CONDUCT
A declaration signed by the Managing Director & CEO affirming compliance with theCompany's Code of Conduct by the Directors and Senior Management for the financial year2016 - 17 as required under Schedule V of the SEBI (LODR) Regulations forms a part ofthis Annual Report.
ENVIRONMENT HEALTH AND SAFETY
The Company has various safety guidelines in place which help identify unsafe actionsor conditions in the Company premises. These guidelines form the corner stone on which theCompany can operate smoothly devoid of any mishap or accidents at the work place. TheCompany's manufacturing units are governed by "Environment Occupational Health andSafety Policy" and are certified ISO 14001 and Occupational Health and SafetyAssessment Series 18001 Standards.
The Company has taken various steps to promote environment health and safety measuresacross the Company which inter alia includes:
1. Annual Health Check for all the employees wherein Emergency Health card is alsoprovided.
2. Successfully implemented project for "Energy Conservation" "WaterConservation" "Ventilation" as well as increased illumination level atwork place.
3. Successfully implemented "Rain Harvesting" called "Varsha Jal"project at plant level.
4. Initiated new systems like Work Permit System with checklist Monthly Theme BaseSafety Inspection Monthly legal MIS Safety Management Audit Training Visitor SafetyGuidelines Daily Head Count Activity etc.
5. Conducted various competitions like Posters Slogans Essay & Poems duringNational Safety Week and World Environmental Day Celebration.
6. Conducted various camps like Blood Donation Neuropathy Eye check-up TetanusToxoid vaccination camp for employees regularly.
7. I nitiated & implemented various low cost automations at workplace area toreduce Ergonomic hazards.
Your Directors place on record their appreciation for the employees' valuablecontribution at all levels. Overall our industrial relations continue to be cordial.
The total number of permanent employees of the Company as on 31st March2017 was 1778 (1894 as on 31st March 2016).
During the year under review the Company continued to focus on talent conservation andtalent development. Every employee is required to undergo minimum 7 man days of trainingfor skill sets.
Pursuant to the requirements under the Prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 the Company has enacted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at Work Place andconstituted Internal Complaints Committee. There were no cases filed during the year underreview. The required annual report has been filed with appropriate authority.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Sree Patel has been appointed as an Additional Director of the Company with effectfrom 14th February 2017 to hold office upto the date of the forthcoming 98thAnnual General Meeting and is eligible to be appointed as an Independent Director. It isproposed to appoint Ms. Patel as an Independent Director not liable to retire by rotationfor a period of three years and accordingly Members' approval is being sought at theforthcoming 98th Annual General Meeting.
Mr. Karan Thapar retires by rotation at the forthcoming 98th Annual GeneralMeeting and being eligible offers himself for re-appointment.
Mr. Nagesh Basavanhalli has been appointed as an Additional Director of the Companywith effect from 27th September 2016 to hold office upto the date of theforthcoming 98th Annual General Meeting and is eligible to be appointed as aDirector. He was also appointed as the Managing Director & CEO of the Company for aperiod of 3 years effective 27th September 2016 till 26thSeptember 2019. Members' approval is being sought for the appointment of Mr. Basavanhallias the Managing Director & CEO and the remuneration paid/payable to him as stated inthe Notice of AGM.
Profiles of these Directors as required by Regulation 36 (3) of the SEBI (LODR)Regulations and Secretarial Standard - 2 on General Meetings are given in the Notice ofthe forthcoming 98th Annual General Meeting.
The above appointments and re-appointments form a part of the Notice of the forthcoming98th Annual General Meeting and the Resolutions are recommended for Members'approval.
During the year under review Mr. Sunil Pahilajani Managing Director & CEO and Ms.Monica Chopra Executive Director-Legal & Company Secretary resigned with effect from16th September 2016 and 26th December 2016 respectively. The Boardplaces on record its sincere appreciation of the valuable contribution made by them to theCompany.
Mr. Amit K. Vyas was appointed as the Company Secretary Head- Legal & InternalAudit of the Company with effect from 14th February 2017.
Mr. Nagesh Basavanhalli Managing Director & CEO Mr. Narayan Barasia ChiefFinancial Officer and Mr. Amit K. Vyas Company Secretary Head - Legal & InternalAudit are the Key Managerial Personnel of the Company within the meaning of Sections 2(51) and 203 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS
As required under Section 149 (7) of the Companies Act 2013 each of the IndependentDirectors has given the necessary declaration about meeting the criteria of independenceas specified in Section 149 (6) of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the Directors state that to thebest of their knowledge and belief and according to the information and explanationsobtained by them:
1. In the preparation of the Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
2. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company As at 31st March 2017 and ofthe profit of the Company for that period;
3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4. The Directors had prepared the annual accounts on a going concern basis;
5. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Company has constituted a Nomination and Remuneration Committee and formulated thecriteria for determining the qualifications positive attributes and independence of aDirector ("the Criteria"). The said Committee has recommended to the Board apolicy relating to the remuneration for Directors Key Managerial Personnel and otheremployees as required under Section 178 (1) of the Companies Act 2013. The RemunerationPolicy is given in Annexure 1 to this Directors' Report. The criteria includes interalia a person to be appointed on the Board of the Company should possess in addition tothe fundamental attributes of character and integrity appropriate qualifications skillsexperience and knowledge in one or more fields of engineering banking managementfinance marketing and legal a proven track record etc.
As required under Section 197 (14) of the Companies Act 2013 the Executive Directorof the Company confirms that he does not receive any remuneration or commission from anysubsidiary of the Company.
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES
The information as required under Section 197 of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isavailable. In terms of Section 136 (1) read with its relevant provisio of the CompaniesAct 2013 the Annual Report excluding the aforesaid information is being sent to theMembers of the Company and others entitled thereto.
The said information shall be kept open for inspection at the Registered Office of theCompany on every working day of the Company between 10 a.m. to 12 noon up to the date ofthe forthcoming 98th Annual General Meeting.
FAMILIARISATION PROGRAMME FOR DIRECTORS
The Company follows a structured orientation programme including presentations by keypersonnel information about the various codes policies etc. to familiarize theDirectors with the Company's operations. In addition Plant visits are organised to
familiarise the Directors with the Company's products production process etc.Presentations made at the Board / Committee Meetings inter alia cover the businessstrategies human resource matters budgets initiatives risks operations ofsubsidiaries etc. where the Directors get an opportunity to interact with the SeniorManagement.
The Directors' Familiarisation Programme is displayed on the Company's website www.greavescotton.com .
evaluation OF PERFORMANCE OF BOARD ITs COMMITTEEs AND INDiviDuAL DIRECTORs
The Board has established a comprehensive and participative annual process to evaluateits own performance its Committees and the individual Directors. The performanceevaluation matrix defining the criteria of evaluation for each of the above was preparedby the Nomination and Remuneration Committee. The criteria for performance evaluationincludes inter alia relevant experience and skills ability and willingness to speak upability to carry others ability to disagree stand his / her ground integrity focus onshareholder value creation and high governance standards. The performance evaluation ofthe Independent Directors was carried out by the entire Board (excluding the Directorbeing evaluated).
A Meeting of the Independent Directors with Mr. Vikram Tandon as the Lead Directorwas held on 4th May 2017 to review the performance of the Non-independentDirectors the Board as a whole and the Chairman on the parameters of effectiveness and toassess the quality quantity and timeliness of the flow of information between theManagement and the Board.
As an outcome of the evaluation process the Directors were informed by the Chairmanabout their respective strengths areas of improvements focus areas for the future etc.In turn the Lead Director provided feedback to the Chairman.
LOANS GUARANTEES AND INVESTMENTS
Particulars of loans guarantees and investments as on the 31st March 2017are given in the Notes to the Financial Statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year under review the Company did not enter into any Material transaction(as defined in the Company's Policy on Related Party Transactions) with related parties.All other transactions of the Company with related parties were in the ordinary course ofbusiness and at an arm's length. Details of transactions with related parties aredisclosed in the Notes to the Standalone Financial Statements forming a part of thisAnnual Report.
The Form AOC - 2 as required under Section 134 (3) (h) of the Companies Act 2013 readwith Rule 8 (2) of the Companies (Accounts) Rules 2014 is given in Annexure 2 to thisDirectors' Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of Meetings of the Board and other Committees are given inthe Corporate Governance Report which forms a part of this Annual Report.
EXTRACT OF ANNUAL RETURN
As required under Section 134 (3) (a) of the Companies Act 2013 an extract of AnnualReturn in the prescribed Form MGT - 9 is given in Annexure 3 to this Directors' Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of conservation of energy technology absorption foreign exchange earningsand outgo as prescribed in Rule 8 (3) of the Companies (Accounts) Rules 2014 are givenin Annexure 4 to this Directors' Report.
risk management policy
The Company has constituted a Risk CSR and Strategy Committee of Directors to overseethe risk management efforts. The Company has put in place a robust Enterprise RiskManagement (ERM) Policy which covers strategic risks operational risks regulatory risksand catastrophic risks and provides a clear identification of "Risks That Matter(RTM)". These RTMs are periodically monitored by the Management and the Risk CSR andStrategy Committee. Implementation of this ERM Policy effectively supports the Board andthe Management in ensuring that risks if any which may significantly impact the Companyare adequately highlighted and mitigation actions are implemented in a time-bound mannerto reduce the risk impact. There are no risks which in the opinion of the Board threatenthe existence of the Company. However the risks that may pose a concern are set out inthe Management Discussion and Analysis which forms a part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act 2013 and the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has adopted a CorporateSocial Responsibility (CSR) Policy as recommended by the Risk CSR and Strategy Committeecovering the objectives initiatives outlay implementation monitoring etc. The CSRPolicy is displayed on the Company's website www.greavescotton.com.
A report on the CSR activities in the format prescribed under the Companies (CorporateSocial Responsibility Policy) Rules 2014 duly signed by the Managing Director & CEOand the Chairman of the Risk CSR and Strategy Committee is given in Annexure 5 to thisDirectors' Report.
The Company believes that CSR is a process by which an organization thinks about itsrelationships with the stakeholders and integrates its economic environmental and socialobjectives in such a manner that it will contribute for the social good. The
CSR initiatives have an underlying rationale of 'benefitting the community at large'.The Company is focussed on identifying the communities/beneficiaries of the projects andunderstanding their needs. The Company has adopted the CSR Theme of ''Training andRe-skilling for gainful employment and better livelihood'' covering the aspect of'Re-skilling' as top priority. Re-skilling would cover local mechanics to entrepreneursunder the project PRIME (Program on Real Independence and Mechanic Development). As a partof its CSR initiatives the Company also seeks to support the farming fraternity byaddressing small and marginal farmers in respect of upskilling of farmers to improvetheir productivity. Inventory pooling for productivity increase is also been envisaged.The implementation of the said initiatives is monitored by the Risk CSR & StrategyCommittee.
The Company has established a vigil mechanism through a Whistle Blower Policy whereunder the Directors and employees can voice their genuine concerns or grievances aboutany unethical or unacceptable business practice. A whistle-blowing mechanism not onlyhelps the Company in detection of fraud but is also used as a corporate governance toolleading to prevention and deterrence of misconduct. It provides direct access to theemployees of the Company to approach the Compliance Officer or the Chairman of the AuditCommittee where necessary. The Company ensures that genuine Whistle Blowers are accordedcomplete protection from any kind of unfair treatment or victimisation.
INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL
The Company has in place adequate internal financial controls related to FinancialStatements. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed. Some of the controls are outlinedbelow:
The Company has adopted accounting policies which are in line with theAccounting Standards and other applicable provisions of the Companies Act 2013;
Changes in policies if any are approved by the Audit Committee in consultationwith the Auditors;
In preparing the Financial Statements judgements and estimates have been madebased on sound policies. The basis of such judgements and estimates are approved by theAuditors and the Audit Committee;
The stand alone accounts are reviewed every quarter by the Auditors;
The policies to ensure uniform accounting treatment are prescribed to thesubsidiaries of the Company. The accounts
of the subsidiary companies are audited and certified by their respective StatutoryAuditors for consolidation.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Details of the Internal Control Systems and their adequacy are provided in theManagement Discussion and Analysis which forms a part of this Annual Report.
Deloitte Haskins & Sells LLP Chartered Accountants were appointed as theStatutory Auditors of the Company at the 96th Annual General Meeting (AGM) heldon 6th August 2015 to hold office from the conclusion of the 96thAGM till the conclusion of the 101st AGM of the Company. As required underSection 139 of the Companies Act 2013 the appointment of the Statutory Auditors has tobe placed for ratification at every Annual General Meeting. Accordingly the ratificationof the appointment of Deloitte Haskins & Sells LLP Chartered Accountants asStatutory Auditors of the Company forms a part of the Notice convening the forthcoming 98thAnnual General Meeting and the Resolution is recommended for your approval.
Wrigley Partington U.K. the Auditors of the Company's Branch in Cheshire London(U.K.) retire at the forthcoming 98th Annual General Meeting. There-appointment of the Branch Auditors forms a part of the Notice convening the forthcoming98th Annual General Meeting and the Resolution is recommended for yourapproval.
STATUTORY AUDITORS' REPORTS
Reports issued by the Statutory Auditors on the Standalone and Consolidated FinancialStatements for the financial year ended 31st March 2017 are with unmodifiedopinion (unqualified).
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany engaged the services of Pradeep Purwar & Associates Company Secretary inPractice Thane to conduct the secretarial audit of the Company for the financial yearended 31st March 2017.
The Secretarial Audit Report (Form MR - 3) is attached as Annexure 6 to this Directors'Report. The said report is unqualified.
Pursuant to the provisions of Section 148 (3) of the Companies Act 2013 the Board hasappointed Dhananjay V. Joshi & Associates
Cost Accountants as the Cost Auditors of the Company to conduct an audit of the costrecords maintained by the Company for the financial year ending 31st March2018. The remuneration payable to the Cost Auditors is subject to approval of the Membersat the Annual General Meeting. Accordingly the remuneration payable to the Cost Auditorsforms a part of the Notice convening the forthcoming 98th Annual GeneralMeeting and the Resolution is recommended for your approval.
dividend distribution policy
Securities and Exchange Board of India by its notification dated 8th July2016 has amended the SEBI LODR Regulations introducing new Regulation 43A mandating thetop 500 listed entities based on market capitalization calculated as on 31stMarch of every financial year to formulate a Dividend Distribution Policy and disclosethe same in their Annual Reports and on their websites.
Accordingly the Board of the Company has adopted a Dividend Distribution Policy whichis attached as Annexure 7. The Policy is also available on the website of the Companyunder the "Investors" section.
The Directors confirm that during the financial year under review-
there were no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations;
there was no issue of equity shares with differential rights as to dividendvoting or otherwise; there was no issue of shares (including sweat equity shares) to theemployees of the Company under any scheme.
The Board wishes to place on record its appreciation for all the employees for theirhard work solidarity cooperation and dedication during the year.
The Board sincerely conveys its appreciation to other stakeholders for their continuedsupport.
| ||For and on behalf of the Board |
|Mumbai ||Karan Thapar |
|4th May 2017 ||Chairman |