Greaves Cotton Ltd Directors Report.

To,

The Members,

The Directors have pleasure in presenting the 102nd Annual Report of Greaves Cotton Limited ("the Company" or "Greaves") on the business and operations and the Audited Financial Statements for the financial year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

(Rs In crore)

Particulars

Consolidated

Standalone

Year ended 31st March 2021 Year ended 31st March 2020 Year ended 31st March 2021 Year ended 31st March 2020
Total Revenue 1508.73 1931.12 1339.10 1840.95
Profit Before Tax and Exceptional items 20.67 164.28 52.93 191.96
(Loss) / Gain on Exceptional Items (34.46) 4.71 (34.46) 4.71
Profit/(Loss) Before Tax (13.79) 168.99 18.47 196.67
Less: Provision for Tax 4.99 41.72 8.11 49.16
Profit/(Loss) for the year (18.78) 127.27 10.36 147.51
Total Comprehensive Income/(Loss) for the year (17.80) 128.47 11.33 148.95
Dividend paid and Tax on Dividend 0 0 0 0
Balance of the Profit carried forward 345.03 362.83 468.22 456.90

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

• The Company registered total revenue of Rs 1339.10 crore during the year under review as against Rs 1840.95 crore in the previous financial year.

• The profit after tax was Rs 10.36 crore for the year under review as against Rs 147.51 crore in the previous financial year.

• The profit after tax for the year under review includes an exceptional loss of Rs 34.46 crore as against exceptional gain of 4.71 crore in the previous financial year.

• The profit before tax and exceptional items as a percentage of total revenue for the year under review was at 3.95% as against 10.43% in the previous financial year.

During the year under review, the Company has not revised its financial statements or the report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority.

The Companys performance and outlook of each business has been discussed in detail in the Management Discussion and Analysis which forms a part of this Annual Report.

NATURE OF BUSINESS

Greaves is one of the leading and diversified engineering companies in India with a rich legacy and brand trust of over 162 years impacting a million lives every day. The Company operates in multiple segments namely Automotive, Non-Automotive, Aftermarket, Greaves Retail, Electric Mobility (Ampere Electric for electric scooters and other electric industrial products and e-rickshaw) and Greaves Finance. Greaves is a market leader in fuel-agnostic powertrain solutions and manufactures Cleantech powertrains for CNG, Petrol and Diesel segments. 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 with 400+ Greaves big retail centres & 6300+ smaller spare parts retail outlets across the country. During the year, there has been no change in the nature of business of the Company.

SHARE CAPITAL

The authorised share capital of the Company as on 31st March 2021 stood at Rs 75,00,00,000 (Rupees Seventy Five Crores) divided in to 37,50,00,000 (Thirty Seven Crores Fifty Lakhs) equity shares of Rs 2 (Rupees Two only) each and the paid-up share capital of the Company as on 31st March 2021 stood at Rs 46,24,13,590 (Rupees Forty Six Crores Twenty Four Lakhs Thirteen Thousand Five Hundred and Ninety) divided in to 23,12,06,795 (Twenty Three Crores Twelve Lakhs Six Thousand Seven Hundred and Ninety Five) equity shares of Rs 2 (Rupees Two only) each. During the year under review, there has been no change in the authorised and paid-up share capital of the Company.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to Reserves.

DIVIDEND

The Directors have recommended a dividend of Rs 0.20 per share on face value of Rs 2 per share for the financial year ended on 31st March 2021, resulting in an outflow of Rs 4.62 crore and a dividend payout of 44.6% of the standalone profits of the Company. The Company is in compliance with the Dividend Distribution Policy as approved by the Board.

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 website. Accordingly, the Board of the Company has adopted a Dividend Distribution Policy, which is available on the Companys website under the "Investors" section at https://www.greavescotton.com/php/media/brochure files/ 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 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, Ampere Vehicles Private Limited ("Ampere") acquired 74% equity shareholding in Bestway Agencies Private Limited ("Bestway") with effect from 14th July 2020 and pursuant to the same, Bestway became the subsidiary of the Company. As at 31st March 2021, the Company has four subsidiaries. The details of the performance of the subsidiary companies during the year under review are as follows:

Greaves Leasing Finance Limited (GLFL)

GLFL, a wholly owned subsidiary of the Company, is a non-banking finance company. It reported a total revenue of Rs 0.58 crore and loss of Rs 0.86 crore.

Dee Greaves Limited (DGL)

DGL, a wholly owned subsidiary of GLFL, did not undertake any business during the year under review. It reported a total revenue of Rs 0.01 crore and loss of Rs 0.0013 crore.

Ampere Vehicles Private Limited (Ampere)

Ampere, a wholly owned subsidiary of the Company, involved in designing and manufacturing electric vehicles, has reported a total revenue of Rs 136.32 crore and loss of Rs 21.62 crore.

Bestway Agencies Private Limited (Bestway)

Bestway, a subsidiary of Ampere, involved in manufacturing and supply of ELE branded E-Rickshaw and E-3Wheeler parts, has reported a total revenue of Rs 40.73 crore and loss of Rs 2.63 crore.

During the year under review, D B H International Private Limited, Bharat Starch Products Private Limited and DBH Investments Private Limited ("Transferor Companies") amalgamated into Karun Carpets Private Limited ("KCPL") ("Transferee Company"), pursuant to which all transferor companies stand amalgamated in KCPL with effect from 23rd December 2020. Consequently, KCPL became the

holding company of Greaves holding 55.63% stake effective from 31st December 2020.

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 financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at https://www.greavescotton.com/investors/financials.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for FY 2020-21 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 the 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

A 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 Report confirming that the Company has complied with the statutory provisions has been filed with the Stock Exchanges, where the shares of the Company are listed and also placed before the Board of Directors. A detailed report on Corporate Governance for the financial year ended 31st March 2021 along with the Statutory Auditors certificate on compliance with the provisions of Corporate Governance under Listing Regulations, is forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

A separate section on Business Responsibility 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 and Group CEO affirming compliance with the Companys Code of Conduct by the Directors and Senior Management, for the financial year 2020-21, as required under Schedule V of the Listing Regulations, forms a part of this Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

The Companys manufacturing units are governed by "Environment, 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 helps to identify the 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 has taken various steps to promote environment, health and safety measures across the Company, which, inter alia, includes:

1. Systems implementation to ensure all safety and health precautionary measures followed across the plant like sanitization and disinfection at set frequency, distribution of arsenic album medicines to employees, thermal screening of all employees, ensuring social distancing at workplace and creating awareness among employees.

2. Rapid antigen testing camps for all employees.

3. COVID vaccination camp for employees above the age of 45 as per Government guidelines.

4. Systems implementation to ensure zero compromise on safety through Work permit system and ownership of adherence to the safety norms.

5. Regular safety drives coupled with effective trainings are conducted to help spread awareness among employees on how to maintain a safe working environment.

6. 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.

7. Increased focus on training & awareness, safety observations and various audits like Internal Audit, SMAT audit, theme based safety inspection, safety patrolling, fire equipment audit and emergency equipment audit.

8. Identification of safety hazards, near misses and accident prone areas through safety management audit.

9. 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.

10. Annual health check-up of all the employees conducted to take care of their wellbeing.

11. Various health programs like blood donation camps, neuropathy, eye check-up, tetanus toxoid vaccination camp and sessions on stress management, brain stroke, etc.

12. World Environment Day and Earth Day are observed on annual basis.

13. Environmental measures like planting saplings is conducted across all the facilities.

14. Various green initiatives taken at our Aurangabad plant like afforestation initiative by implementing the Japanese method of Miyawaki plantation, around 1200 saplings planted in and around plant premises under the each one plant one initiative.

15. Water conservation initiative undertaken by construction of artificial farm lakes at our Aurangabad plant.

It is an honour to be awarded for the measures we take at our plant in terms of the environmental and green initiatives. We are delighted to share about our Aurangabad Plant winning the Second Prize at the Envirocare Green Awards 2020.

HUMAN RESOURCES

Capability building for Future skills is pivotal to an organisations 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 launched an Assessment centre to identify Top Talent & to assess successors to Leadership roles. Organization is trying to balance its hiring technique of build and buy by promoting people from within the organization and hiring talent wherever capability is not available within the organization. This year Greaves got certified as a Great Place to Work. This is one of the prestigious certifications that the organization has received and this will help in attracting talent from outside. 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 vocational skills, thereby improving their employability for a better future. We have inducted 87 DEEP Trainees under this programme and we have 193 DEEP Trainees as on 31st March 2021.

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 Work Place and has an Internal Complaints Committee. There were no cases 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 members of the Company through postal ballot dated 11th June 2020 had approved the Greaves Cotton - Employees Stock Option Plan 2020 ("the ESOP Scheme") for grant up to a maximum of 2% of the paid-up share capital of the Company having face value of Rs 2 each ("the Options") to the eligible employees of the Company, its holding company and subsidiary(ies).

There was no change in the ESOP Scheme during the financial year under review. The ESOP Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"). 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 Company in accordance with the SBEB Regulations. During FY 2020-21, 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 SBEB Regulations, a certificate from auditors confirming implementation of ESOP Scheme in accordance with the said regulations and shareholders resolution, will be available electronically for inspection by the members during the Annual General Meeting ("AGM") of the Company.

Details of the shares issued under ESOP Scheme and the disclosures in compliance with SBEB Regulations, are uploaded on the Companys website at https://www.greavescotton.com/ investors/financials.

DIRECTORS

Executive Directors

The Board of Directors of the Company ("Board") on 13th August 2020, basis recommendation of the NRC, appointed Mr. Ajit Venkataraman as an Additional Director on the Board of the Company to hold office effective from 14th August 2020 up to the date of ensuing AGM.

In the said meeting the Board, basis recommendation of the NRC, appointed Mr. Ajit Venkataraman as Executive Director with effect from 14th August 2020 for the period of three (3) years or his employment with the Company, whichever is earlier. Further, the NRC and Board have recommended the appointment of Mr. Ajit Venkataraman as Executive Director of the Company, to the members at the ensuing AGM.

During the year under review, the members of the Company in their 101st AGM has appointed Mr. Mohanan Manikram as Executive Director of the Company for a period of three (3) years with effect from 5th November 2019 or till the time Mr. Mohanan Manikram is in employment of the Company, whichever is earlier. Thereafter, Mr. Mohanan Manikram has tendered his resignation as Executive Director of the Company with effect from the close of business hours of 5th November 2020 due to his other work commitments. However, Mr. Mohanan continues to be in the employment of the Company as Chief of Operations of the Company.

Managing Director and Group CEO

Mr. Nagesh Basavanhalli was earlier appointed as Managing Director & CEO of the Company for a period of five (5) years effective from 27th September 2019 up to 26th September 2024.

During the year under review, Mr. Basavanhalli has resigned from the position of Managing Director & CEO on 13th August 2020. Further, basis recommendation of the NRC, the Board has appointed Mr. Basavanhalli as an Additional Director (Non-Executive, Non - Independent) and Vice Chairman of the Company to hold office with effect from 14th August 2020 up to the date of ensuing AGM.

Subsequently, the Board on 5th November 2020, basis recommendation of the NRC, has approved the change in status of Mr. Nagesh Basavanhalli from Additional Director (Non-Executive Non-Independent) to Additional Director (Executive) of the Company to hold office with effect from 5th November 2020 up to the date of ensuing AGM. In the said meeting, the Board appointed Mr. Nagesh Basavanhalli as Managing Director and Group CEO of the Company with effect from 5th November 2020 for a period of 5 (five) years.

Further, the NRC and Board have recommended the appointment of Mr. Nagesh Basavanhalli as Managing Director and Group CEO of the Company, to the members at the ensuing AGM.

Re-appointment of Director liable to retire by rotation

Mr. Karan Thapar retires by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment.

Profiles of Directors to be appointed/re-appointed at the ensuing AGM, as required by Regulation 36 (3) of the Listing Regulations and Secretarial Standard- 2 on General Meetings, are given in the notice of the ensuing AGM.

Independent Directors

The Board through circular resolution approved on 30th May 2020 has appointed Mr. Subbu Venkata Rama Behara as an Additional Director of the Company with effect from 28th May 2020 to hold office up to the date of 101st AGM. Further, the members of the

Company in their 101st AGM has appointed Mr. Subbu Venkata Rama Behara as an Independent Director of the Company to hold the office for a period of five (5) years with effect from 28th May 2020.

During the year under review, the members of the Company in their 101st AGM has appointed Ms. Sree Patel as an Independent Director of the Company to hold the office for a second term for a period of five (5) years with effect from 14th February 2020. In the same meeting, the members has also appointed Mr. Vinay Sanghi as an Independent Director of the Company to hold the office for a second term for a period of two (2) years with effect from 4th August 2020.

The tenure of appointment of Mr. Kewal Handa as an Independent Director will conclude on 5th May 2021. Pursuant to the provisions of Section 149 and 152 of the Act, the recommendation of the NRC and the report of performance evaluation, the Board recommends re-appointment of Mr. Kewal Handa as an Independent Director for a second term for a period of five (5) years with effect from 6th May 2021.

The above appointments and re-appointments form a part of the notice of the ensuing AGM and the resolutions are recommended for members approval.

During the year under review, Mr. Vikram Tandon, Independent Director, resigned from the Board of the Company with effect from 27th April 2020 due to his other work constraints. He has confirmed that there were no other material reasons for his resignation other than the one stated above. The Board places on record his appreciation of the valuable contribution made by Mr. Vikram Tandon during his tenure as Director of the Company.

KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Neetu Kashiramka has ceased to be Chief Financial Officer of the Company with effect from 6th April 2020. Thereafter, Mr. Amit Mittal was appointed as Chief Financial Officer of the Company with effect from 27th April 2020. Further, Mr. Amit Mittal tendered his resignation as Chief Financial Officer of the Company, with effect from the close of business hours of 5th November 2020 due to his personal reasons.

Subsequently, Mr. Dalpat Jain has been appointed as Group Chief Financial Officer of the Company with effect from 10th February 2021.

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. Name of the KMP No. Designation
1 Mr. Nagesh Basavanhalli Managing Director and Group CEO
2 Mr. Ajit Venkataraman Executive Director
3 Mr. Atindra Basu General Counsel & Company Secretary
4 Mr. Dalpat Jain Group Chief Financial Officer

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

The Companys Independent Directors 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 Companys Code of Conduct.

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. In the opinion of the Board, the Independent Directors hold highest standard of integrity and possess the requisite qualifications, experience, expertise and proficiency.

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, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors had 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 2021 and of the profit of the Company for that period;

3. The Directors had 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. 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 the Company and that such internal financial controls are adequate and were operating effectively; and

6. The Directors had 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 a NRC 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 and legal, a proven track record, etc. The NRC has also recommended to the Board a policy relating to the remuneration for Directors, Key Managerial Personnel and other employees, as required under Section 178 (3) of the Act. The Company amended the remuneration policy to bring it in line with the amendments in the Act and Listing Regulations. The Remuneration Policy is given in Annexure 1 to this Boards Report and also available on the Companys website at https://www.ereavescotton.com/php/ media/brochure files/GCL-Remuneration%20Policy 04.05.2021.pdf The criteria for making payments to Non-Executive Directors is 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 confirms that they 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 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given as Annexure 2 to this Boards Report. In terms of Section 136 (1) read with relevant proviso to Rule 5 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and others entitled thereto.

The said information shall be kept open for inspection at the Registered Office of the Company on every working day of the Company between 10 a.m. to 12 noon up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write an e-mail to investorservices@ greavescotton.com

FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company follows a structured orientation programme including presentations by key personnel, information about the various codes, policies, etc. to familiarize the Directors with the Companys 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 Companys website at https://www.greavescotton.com/php/ media/brochure files/Familiarisation%20Programmes%20for%20 Directors%202020-21.pdf

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has established a comprehensive and participative annual process to evaluate its own performance, its Committees and the individual Directors. The performance evaluation matrix defining the criteria of evaluation was prepared by the NRC. The criteria for performance evaluation includes, inter alia, relevant experience and skills, ability and willingness to speak up, ability to carry others, ability to disagree, stand his / her ground, integrity, focus on shareholder value creation and high governance standards. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated).

During the FY 2020-21, the Independent Directors met once without the presence of the management and Non-Executive Directors. The Independent Directors inter alia discussed matters arising out of Board and Board Committee agendas, performance of the Company and other board-related matters, and to review the performance of Non-Independent Directors, the Chairman and the Board as a whole and to assess the effectiveness and promptness of the information flow inter se the Board and the management. The Chairman of the meeting briefed the Board on the proceedings of the Meeting.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments as per Section 186 of the Act, as on the 31st March 2021 are 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 Companys policy on related party transactions) with the related parties. All related party transactions are placed before the Audit Committee for review. Prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are repetitive in nature. All other transactions of the Company with related parties were in the ordinary course of business and at an arms length. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. Details of transactions with related parties are disclosed in the Notes to the Standalone Financial Statements, forming a part of this Annual Report.

The policy on dealing with related party transactions is available on the Companys website at https://www.greavescotton.com/php/media/ brochure files/Related%20Partv%20Transaction%20Policv 05112020.pdf

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 a 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.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2021 is available on the Companys 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 Boards Report.

AUDIT COMMITTEE

The details pertaining to composition of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee 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 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 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 a 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 Companys website at https://www.greavescotton.com/php/media/brochure files/ GCL-CSR%20Policy 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 CSR Committee, is given in Annexure 4 to this Boards Report.

The Company is working towards the betterment of society and the environment. Under CSR, projects are selected in such a way that it directly makes a positive impact. Our projects are socially responsible, diverse and focussing on the inclusion of all our stakeholders.

Under DEEP (Development:Education:Empowerment:Progress) - A skill-training programme of the Greaves, where we are focussing on making the youth of India (coming from underprivileged families) turn proficient with technical know-how & learn basics of manufacturing.

Rozgaar Programme - Providing livelihood opportunities for the unemployed youth by providing them apt guidance to start with e-rickshaw and earn gainful employment.

PRIME (Program on Real Independence & Mechanic Empowerment) - A reskilling and training workshop for mechanics in which Greaves conduct a mini workshop in different parts of the country under the supervision of industry experts.

According to UNICEF, 1 out of 5 children of school-going age is out of school because they cannot afford education. Under Greaves Scholarship Programme (GSP), we support students from families of auto rickshaw / e-rickshaw drivers / farmers / mechanics and provide financial assistance to complete their education.

START (Supporting Traders to Activate and Reignite Trade) - A training workshop where all the small business owners learn to use and enhance their business outcomes & profits using different resources available under expert guidance.

Supporting the Cauvery Calling project is one approach taken up by the Company with efforts towards tree plantation activity and restoring biodiversity.

In these uncertain times, we have been carefully choosing projects, which enable us to become "Socially Responsible". Amidst the crisis of COVID-19 pandemic, we are supporting frontline workers to the best capacity. We have contributed with Knapsack sprayers to the Government in different parts of India, which were used in

the sanitisation of hospitals, railway stations, workshops, public administration offices, etc.

Greaves proceeded to create a direct and maximum impact on stakeholders and help the society with a responsible contribution in domain of ESG & sustainable future.

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. 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 Whistle Blower Policy is available on the Companys website at https:// www.greavescotton.com/php/media/brochure files/Whistle%20 Blower%20Policy.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 effective and performed efficiently

• Assets are adequately safeguarded

• Frauds and errors are prevented and detected in 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 the fiscal year, key controls were adequately tested and appropriate measures were initiated where deviation from normal 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 Dept. It is also committed in ensuring that the operations are carried out within the purview of applicable laws and statutory requirements.

STATUTORY AUDITORS

During the year under review, basis the recommendation of the Audit Committee and the Board of Directors, the members of the Company in their 101st AGM re-appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (FRN.: 117366W / W-100018) as Statutory Auditor of the Company for a period of five (5) consecutive years i.e. from the conclusion of 101st AGM of the Company till the conclusion of the 106th AGM of the Company.

The Statutory Auditor has confirmed that they 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 2021 are with unmodified opinion (unqualified).

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditor of the Company has not reported any instances of fraud as specified under the second proviso to Section 143(12) of the Act.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company has repositioned itself in the market with its new initiatives and businesses. The 160-year-old player, known primarily for its diesel engines for three-wheelers, has been successful in implementing a well-carved out strategy, which has paved the way for not only transforming this traditional company into an agile and robust entity to face the rapidly-changing market place more effectively, but also propel it into new growth trajectory, with a diversified offering. The COVID-19 pandemic crisis has caused a slowdown to the whole industry, and we are not immune to it. The pandemic has directly affected both the demand and supply side, which has created a severe impact for the overall economy. There is no denying that this situation has brought a negative impact on liquidity and downward pressure on the Indian automotive

sector as a whole. Since the market will take its course of time to evolve from the setback, we have re-evaluated and accelerated certain plans to bounce back.

Our business practices and strong enterprise risk management framework (ERM) has helped in dealing with such an unprecedented crisis. Our approach has been to respond and not react to critical situations. In these testing times, focussing on business continuity plans, adopting "new ways of doing business" and to the "new normal" have been our priority along with nurturing relationship with our stakeholders by supporting them. The challenges posed by COVID-19 pandemic led to closing our plant operations as per Government of Indias directives and thus impacting production. We utilised this opportunity to prepare ourselves to respond to the post COVID-19 pandemic reality by focussing on readiness to jumpstart operations by implementing social distancing at factories with cautious optimism. Now, the Company has resumed its manufacturing at its various facilities and is looking to step up the operations going forward as the restrictions ease. The Company has prepared a well-chalked out plan to deal with this crisis situation and is putting in place a comprehensive action plan across its various functions in order to face the challenges. The demand for entire auto industry is sluggish but with our strong presence in semi-urban and rural markets, we expect demand to improve. We are also seeing pent up demand in other sectors like Gensets, Engines and Farm equipment.

The Company has been able to buck the market slowdown through investments in new businesses and it has helped us in facing vagaries in market demand more effectively.

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, the Company engaged the services of M/s. Pradeep Purwar & Associates, Company Secretary in Practice, to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2021.

The Secretarial Audit Report (Form MR - 3) is attached as Annexure 5 to this Boards Report. The said report is unqualified.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2020-21 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by the Company Secretary in Practice is available on the Companys website at https://www.greavescotton.com/investors/ corporate-announcements

MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 (1) 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 and the Cost Audit Report, for the year ended 31st March, 2020, 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 2022.

As required under the Act read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditors must be placed before the members at a general meeting for ratification. Hence, a resolution for the same forms part of the notice of 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 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, cooperation 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

Mumbai Karan Thapar
4th May 2021 Chairman
DIN: 00004264