Close
x
  • SMC open account icon Open an A/C
    • Open an A/C
    • CHOOSE YOUR OPTION(S)
    • Trading A/c
    • Mutual Fund A/c
    • NBFC A/c
    • NPS A/c
  • SENSEX Aug 04 2021 02:01
    54,378.64 +555.28 ( +1.03%)
  • NIFTY Aug 04 2021 02:04
    16,266.80 +136.05 ( +0.84%)
  • SENSEX Aug 04 2021 02:01
    54,378.64 +555.28 ( +1.03%)
  • NIFTY Aug 04 2021 02:04
    16,266.80 +136.05 ( +0.84%)
  • Nasdaq Aug 04 2021 04:30
    14,761.30 +80.23 ( +0.55%)
  • DJIA Aug 04 2021 04:30
    35,116.40 +278.24 ( +0.80%)
  • S&P 500 Aug 04 2021 04:30
    4,423.15 +35.99 ( +0.82%)
  • Hang Seng Aug 03 2021 02:10
    26,194.82 -40.98 (-0.16%)
  • Crude Oil Aug 04 2021 01:59
    5,250.00 +12.00 ( +0.23%)
  • Gold Aug 04 2021 10:36
    48,147.00 +330.00 ( +0.69%)
  • Silver Aug 04 2021 01:59
    68,262.00 +348.00 ( +0.51%)
  • Copper Aug 04 2021 01:59
    735.50 -1.15 (-0.16%)
  • Pound / Rupee Dec 23 2016 22:30
    103.13 +0.06 ( +0.06%)
  • Dollar / Rupee Dec 23 2016 22:30
    74.21 +0.04 ( +0.06%)
  • Euro / Rupee Dec 23 2016 22:30
    88.12 +0.12 ( +0.13%)
  • Yen / Rupee Dec 23 2016 22:30
    0.68 0.00 ( +0.26%)

Hero MotoCorp Ltd

BSE Code : 500182 | NSE Symbol : HEROMOTOCO | ISIN:INE158A01026| SECTOR : Automobile |

NSE BSE
 
SMC down arrow

2,812.80

-5.90 (-0.21%) Volume 280564

04-Aug-2021 14:01:00

Prev. Close

2,818.70

Open Price

2,830.00

Bid Price (QTY)

2,811.30(1)

Offer Price (QTY)

2,812.60(1)

 

Today’s High/Low 2,834.20 - 2,809.00

52 wk High/Low 3,628.55 - 2,622.50

Key Stats

MARKET CAP (RS CR) 56314.78
P/E 19.83
BOOK VALUE (RS) 760.7205777
DIV (%) 5250
MARKET LOT 1
EPS (TTM) 142.15
PRICE/BOOK 3.70530268620075
DIV YIELD.(%) 3.73
FACE VALUE (RS) 2
DELIVERABLES (%) 30.53
4

News & Announcements

03-Aug-2021

Hero MotoCorp sells 4.54 lakh units in July 2021

02-Aug-2021

Hero MotoCorp July sales decline by nearly 13% YoY

02-Aug-2021

Hero MotoCorp Ltd - Hero MotoCorp Limited - Press Release

30-Jul-2021

Hero MotoCorp starts retail operations in Mexico

03-Aug-2021

Hero MotoCorp sells 4.54 lakh units in July 2021

30-Jul-2021

Hero MotoCorp starts retail operations in Mexico

22-Jul-2021

Hero MotoCorp launches new 'connected' Maestro Edge 125

20-Jul-2021

Hero MotoCorp launches Glamour 'Xtec' motorcycle

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Eicher Motors Ltd 505200 EICHERMOT
TVS Motor Company Ltd 532343 TVSMOTOR
TVS Suzuki Ltd (Merged) 500424 TVSSUZUKI

Share Holding

Category No. of shares Percentage
Total Foreign 70513412 35.29
Total Institutions 40416801 20.23
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 1673597 0.84
Total Promoters 69442081 34.76
Total Public & others 17743998 8.88
Total 199789889 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Hero MotoCorp Ltd

Hero MotoCorp Limited is the world's largest manufacturer of two-wheelers. The company has four manufacturing facilities namely Dharuhera and Gurgaon in Haryana, Haridwar in Uttarakhand and Neemrana in Rajasthan. The company is based in New Delhi, India. The company offers a range of bikes starting from CD Dawn, CD Deluxe, Splendor Plus, Splendor NXG, Passion and Passion Pro. The 125 cubic centimeter segment offers Glamour, Super Splendor and Glamour F1. It also has an offering called Achiever in 135 cubic centimeter segment. In the 150 cubic centimeter and above the company offers brands like Hunk, CBZ X-treme, Karizma and the Karizma ZMR. It also offers a 100 cubic centimeter scooter, Pleasure. Hero MotoCorp Limited was incorporated in the year 1984 with the name Hero Honda Motors Ltd. The company was established as a joint venture company between Honda Motor Company of Japan and Hero Group. In the year 1983, they signed a joint collaboration agreement and formed the company. The joint venture between India's Hero Group and Honda Motor Company, Japan has not only created the world's single largest two wheeler company but also one of the most successful joint ventures worldwide. In the year 1985, the company commenced their commercial production at Dharuhera plant in Haryana and introduced their first motorcycle, CD 100 in the market. In the year 1989, they launched the new motorcycle model, Sleek in the market and in the year 1991, they introduced new motorcycle model, CD 100 SS in the market. In the year 1995, the company introduced their extraordinary product, Splendor in the market. In the year 1997, the company inaugurated their second manufacturing facility at Gurgaon in Haryana. Also, they introduced new motorcycle model, Street in the market. In the year 1999, they launched Hero Honda CBZ, the first 150cc motorcycle in the Indian two wheeler industry. In the year 2001, the company introduced new models, Passion and Joy in the market. In the next year, they introduced new models, Dawn and Ambition in the market. In the year 2003, the company launched new motorcycle models namely, CD Dawn, Splendor+ and Passion Plus in the market. Also, they launched Hero Honda Karizma, the industry's first 223cc motorcycle. In the year 2004, they introduced new models, Ambition 135 and CBZ* in the market. During the year, they renewed the joint technical agreement with the Honda Motors Company, Japan. In the year 2005, the company launched Super Splendor, CD Deluxe, Glamour and Achiever in the market. In the year 2006, the company forayed into scotter segment and launched 100cc gearless scotter, Pleasure in the market. In the year 2007, the company launched Splendor NXG, CD Deluxe, Passion Plus and Hunk in the market. During the year 2007-08, the company commissioned their third plant at Haridwar in Uttarakhand with an initial installed capacity of 500,000 units. This plant had lean manufacturing and practices that ensure efficiency. During the year, the company launched new models (including variants) including Splendor NXG, Hunk, New Super Splendor, New Passion Plus, Commemorative Splendor+ and a refreshed version of Pleasure. During the year 2008-09, the company increased the installed capacity of Motorised 2 wheelers upto 350CC engine by 1800000 Nos to 5200000 Nos. Also, they launched eight models: Passion Pro (100 cubic capacity-4 Stroke), CBZ-Extreme (150 cubic capacity - 4 Stroke), Pleasure New Aesthetics, Splendor NXG (Self Start), CD Deluxe (Self Start), Glamour FI, Glamour (Carb) and HUNK Special Edition. Also, they launched new motorcycle model, Karizma - ZMR in the market. During the year 2009-10, the company increased the installed capacity of Motorised 2 wheelers upto 350CC engine by 200000 Nos to 5400000 Nos. The company launched nine new models during the year. During the year 2010-11, the company launched six new models including variants of existing models successfully. They refreshed Glamour and Glamour FI. They introduced the New Hunk, Super Splendor and Splendor Pro. The company launched the new upgraded versions of CBZ Xtreme and Karizma. Also, they breached the landmark 5 million figure cumulative sales in a single year. During the year, the Indian Promoter Group of the company, which comprised of Hero Investments Pvt Ltd (HIPL), Bahadur Chand Investment Pvt Ltd (BCIPL) and Hero Cycles Limited (Hero Cycles) re-aligned the shareholding in the company, following a family agreement. As a result, Hero Cycles transferred its shareholding in the company to HIPL on May 28, 2010. As a result of these transactions, the Indian Promoter Group of the company now comprises of HIPL and BCIPL owned and controlled entirely by the Munjal Family headed by Brijmohan Lall Munjal. Also, during the year, the Indian Promoter Group and Honda Motor Co Ltd, Japan (Honda) entered into a Share Transfer Agreement (the Agreement) on January 22, 2011. As per the terms of the Agreement, Honda had agreed to transfer its entire shareholding of 26% in the Company to the Indian Promoter Group, bringing an end to the joint venture between the two promoter groups of the company. The acquisition was completed on March 22, 2011 and the shares held by Honda were transferred to the Indian joint venture partner. In addition to the Agreement, the Indian Promoter Group and Honda also entered into a License Agreement on January 1, 2011. As per this agreement, Honda has given to the company, the right and license to manufacture, assemble, sell and distribute certain products and their service parts under their Intellectual Property Rights. In July 2011, the company changed their name from Hero Honda Motors Ltd to Hero MotoCorp Ltd. In February 2012, the company entered into a strategic partnership with Erik Buell Racing (EBR) of USA for contemporary technology and design inputs to enable the company to launch high end bikes for the domestic and international markets. In 2013, Hero Motocorp commenced construction of its new plant & Global Parts Centre. The company Commences Construction of Its 'GAME-CHANGING' Centre of Global Innovation And Research & Design. In 2014, Hero Motocorp Heralds A New Era Of Technology Leadership. The company Sets New Benchmark For The Global Two Wheeler Industry. The company Launches Splendor Ismart With Game Changing I3s Technology. The company also rides Into A Greener Tomorrow With 'GARDEN Factory' In 2015, Hero MotoCorp launched a new entry level commuter, the HF Dawn. During the year, the company has been allocated a 592-acre site to facilitate development of its Rs 1600-crore Greenfield manufacturing unit in Andhra Pradesh. HMCL Americas INC enters into 'Settlement Agreement' to Acquire EBR's Consulting Business. The company commences operation in their first ever plant outside India established in Villa Rica, Colombia. On 29 September 2015, Hero MotoCorp launched two scooters under the brands Maestro Edge and Duet. In February 2016, Hero MotoCorp showcased three new bikes Splendor iSmart 110, the Xtreme 200 S, the XF3R and an electric scooter the Duet E at Auto Expo, a trade show in New Delhi. On 10 March 2016, Hero MotoCorp formally inaugurated its world-class Global Centre of Innovation and Technology' (CIT) in Jaipur, Rajasthan. Built with an investment of Rs 850 crore, the CIT will design and develop world-class products for global markets. In April 2016, Hero MotoCorp launched a drive against unscrupulous traders selling counterfeit Hero spare parts. On 14 July 2016, Hero MotoCorp launched the new Splendor iSmart 110, the first motorcycle to be developed completely in-house with Hero's own technology. To commemorate the landmark 70 million in cumulative production of two-wheelers, Hero MotoCorp on 26 September 2016 launched a Limited Edition of a new premium motorcycle Achiever 150. The Board of Directors of Hero MotoCorp at its meeting held on 26 October 2016 approved an investment of up to Rs 205 crore, in one or more tranches, for approximately 26-30% shareholding in Ather Energy Private Limited. Ather is a Bangalore-based technology start-up engaged in the business of designing and manufacturing smart Electric Vehicles (EV) and associated charging infrastructure. On 10 November 2016, Hero MotoCorp unveiled its new Dawn 125 motorcycle at the EICMA Motorcycle show in Milan, Italy. As part of Hero MotoCorp's market-specific product strategy, the Dawn 125 motorcycle has been developed specifically for the Africa region. On 12 January 2017, Hero MotoCorp launched new Glamour motorcycle in Argentina, its first-ever global launch of a new product outside India. On 3 April 2017, Hero MotoCorp announced that the company clocked its highest-ever sales in a financial year at 66,63,903 units in FY 2017 compared to 66,32,322 units it had sold in the previous fiscal (FY 2016). In May 2017, Hero MotoCorp commenced commercial production at the second global manufacturing facility in Bangladesh. On 3 October 2017, Hero MotoCorp announced that it has set a new global benchmark in the two-wheeler industry, surpassing the seven lakh sales mark in any month. Riding on robust demand for its range of two-wheelers, the company registered its highest-ever sales for any month, despatching 720,739 units in September 2017. On 11 October 2017, Hero MotoCorp announced that it has set a new global record, clocking 2 million unit sales in Q2 September 2017. Hero MotoCorp sold 20,22,805 units of two-wheelers in Q2 September 2017, recording 11% growth over the corresponding quarter in the previous fiscal. On 7 November 2017, Hero MotoCorp unveiled the Xpulse Concept motorcycle as a world premier at the EICMA annual trade show in Milan, Italy. On 21 December 2017, Hero MotoCorp unveiled three new motorcycles - the 125cc Super Splendor, the 110cc Passion PRO and the 110cc Passion XPRO - to further augment its dominant leadership in the domestic market. On 22 December 2017, Hero MotoCorp announced that it will be increasing the ex-showroom prices of its motorcycles by about Rs 400 per model with effect from 1 January 2018 to partially off-set rising input costs. Hero MotoCorp surpassed the landmark seven million units in cumulative sales in a calendar year in 2017. The company sold a record 7,207,363 units of two-wheelers in the calendar year in 2017.

Hero MotoCorp Ltd Chairman Speech

The Hero of Growth, Sustainability and Compassion

Dear Shareholders,

I hope you and your loved ones are keeping well and staying healthy.

"Be kind, for everyone you meet is fighting a hard battle" - Plato

The Athenian philosopher could not have ever imagined that thousands of years in the future, Humanity will face as dire a situation that we are facing today. In the year 2020 and even in 2021, our planet has been engulfed in what can only be described as "the worst crisis of our times!" As I reflect back on the year that went by, I am filled with the emotions of grief, compassion as we saw several of our family, friends and acquaintances succumb to and struggle with this dynamic and evolving virus. We all, however, stood by each other as One Family and supported the ones who suffered and also the ones who could not protect themselves.

Through this huge effort of collaboration and constant communication, we were able to emerge from the first-wave of the pandemic to ensure business sustainability, which in turn powered the economy and human sustenance. Although, just when the world appeared to have moved past the pandemic, a string of virus variants of the disease continued to emerge sending everyone back to their respective homes one more time. I am confident, however, that with the learnings of the previous wave, the mass vaccination effort and with greater awareness for preventive actions in the society, we will once again overcome this challenging time. At Hero MotoCorp, our ability to judiciously continue operations, maintain fiscal prudence, strengthen the emotional bond with all stakeholders and prepare for the future truly defined us as an organisation.

100 Million – A Milestone par excellence

"Remember to celebrate milestones as you prepare for the road ahead." - Nelson Mandela

Your company has always been at the forefront of providing mobility to the aspirations of millions around the world. The achievement of the 100 million cumulative production and sales milestone is a testament of the success of our evolving engineering, operational excellence and sustainable practices. This is a statement on the resilience of our holistic ecosystem built on trust and empathy. It is a celebration of the 100 million customers who continue to demonstrate their faith and trust in Hero MotoCorp, generation after generation. The achievement of this is an occasion for celebration and a motif of inspiration for all of us in the Hero MotoCorp Family.

We have already declared our next ambitious goal – we will achieve the target of the next 100 million within this decade. In keeping with our vision - ‘Be The Future of Mobility', our 200 millionth vehicle may not be a two-wheeler!

Create, Collaborate, Inspire

With robust product planning and a predictable product development roadmap, we are ensuring that we cater to the requirements of the customer by delivering technologically advanced products year after year. Our vision is to look beyond the traditional mobility space and are already making investments in electric mobilty prodcuts, both personal and mass transit. Please note, that your company is leaving no stone unturned in preparing itself for the future and in setting-the-trend, leading from the front instead of following it! In 2020, we started a new journey with one of the most storied motorcycle companies in the world, Harley-Davidson. This partnership is an important stepping stone in the road to ‘Premiumisation' of our brand and product. From building premium retail experience outlets to premium ownership models, Hero MotoCorp is enhancing capabilities and preparing itself to expand its presence in the premium two-wheeler segment. Hero MotoCorp is also in the process of developing a range of premium products, both under Harley and Hero MotoCorp brand names. We can all take great pride as Harley Davidson in it's history of over hundred years has never embarked on such a partnership.

The partnership with Gogoro Inc, which was announced earler this year, is one of global significance. Gogoro Inc. is a Taiwanese EV specialisation company with the world's largest battery-swapping network. This partnership will be a key to the propagation of electric vehicle charging technology and network supporting the EV products in India, and across our global markets. I would like to share that our relationship with Ather Energy in which we have 38% stake is actively evolving into a partnership on multiple fronts. This clearly is going to pave our way into being a market leader in the EV space.

Resilience through the Global Crisis

We entered into the financial year 20-21 under ‘Lockdown' conditions- a term that is part of common parlance today, and brought the world to a grinding halt a year ago. At Hero MotoCorp, however, we were extremely proactive in our approach and consciously decided that we will not let this crisis go to waste. Our top priority being keeping people and their wellbeing above everything. We, at Hero MotoCorp have always been people centric and know that our people are our family. We are also of the firm belief that our relationships are the key to our success.

Hero MotoCorp was among the first Companies to halt operations in March 2020 at the onset of the pandemic in a procative effort to protect our employees. Hero MotoCorp resumed operations in May of 2020 and what followed from there on was a story of sound planning, proactive actions, compassionate operations and considered optimism. Not only did we manage to support all our employees, their families and our business partners during the lockdown period, we also ‘hit the ground sprinting' once businesses reopened to achieve multiple production and sales milestones. These records would have made our whole ecosystem proud. We were able to achieve them in a year still overcoming the pandemic was truly Heroic! Our performance provided inspiration to others; it also led the way for the revival of the auto industry.

In a year marked by severe economic downturn, poor sentiments, challenges and chequered opportunities, we delivered a shining result for all our stakeholders - including employees, shareholders, investors, business partners, customers, our communities and the industry. We created value, building an even more sustainable and robust business that is attuned to the future.

‘People First' Approach

Not limiting ourselves to excellence in business operations, Hero MotoCorp scaled up the concentrated program towards the development and welfare of all our colleagues. With our commitment to place ‘people-first', we continued to strengthen and enhance our organisation's new philosophy, providing training, support, camaraderie and engagement to employees. This effort drove the idea of inclusiveness and help built a robust and holistic work culture within the organization.

During the year, we nurtured our existing talent pool and identified future leaders for greater opportunities within the company. We reinvigorated and reorganized traditional organisational structures to achieve greater efficiencies in our operations. The position of the Chief Operating Officer (COO) was created for the first time in the company's history. This was done with the aim of ensuring further robust practices in the area of quality and all aspects of operations. Our main focus during this pandemic year was to ensure the safety and well-being of everyone in the ecosystem, our ‘Hero MotoCorp Family'. As things stand today, we continue to keep health and safety as our top priority. The company has initiated a vaccination drive and as of now, more than 90% of the employees and workers have been vaccinated with the first dose. Counseling and Covid Care Centres have been set up to support our employees and their families through various initiatives.

The commitment showcased by our teams, in ensuring business continuity and supporting the community is immensely heart-warming and motivating. My heartfelt thanks to all my Heroes who have ensured that your company continued to be at the forefront in every sphere of its operations!

Ensuring Fiscal Prudence

Our sustainable financial performance in the year under review, FY 2020-21, is testimony to our agility and preparedness for unprecedented events. We were able to manage our top line and deliver a healthy bottom line. We registered improved profit margins by enhancing our productivity levels optimising costs and ensuring strong cash flows. Despite all the challenges during this pandemic, Hero MotoCorp was able to grow its market share in both motorcycles, scooters and also the premium motorcycle segment. While the recovery towards the second half of FY 2020-21 the Company saw a gain in sales volumes, the overall performance for the year was subdued. The company managed to contain the effects of the pandemic on its business and financial performance with focus on strategic initiatives such as a strict discipline on expenses and prioritization of projects. We also succeeded in substantially reducing general overhead costs and capex. Our tight working capital management further helped in ensuring the much required liquidity buffer.

The R4 of Global Business

Revitalize, Recalibrate, Revive and Revolutionize

With our new strategy called R4, the focus on our Global Business is very clear. Hero MotoCorp continues to invest in the development of new products for our international markets and we are determined to expand our global footprint. Our goal is to develop new markets and strengthen our market share in the existing ones by delivering superior products and enhanced customer experiences. We ended the fiscal year with our highest-ever exports in any single month - a clear indication that the company is poised to step into the next growth phase of global business. In a significant milestone in our global journey, we made an entry into Mexico. A key motorbike and scooter market. With Grupo Salinas as our partner this has enabled us to form one of the largest retail sales channels in the country. Our expectation is that Mexico will become a key international market for us in the foreseeable future. Our Global Business is already making strides in re-establishing itself in some of the territories in South America. New distributor partners have been appointed in Honduras and Nicaragua. Hero MotoCorp has also taken immense strides in Nigeria and have launched a new product called Hunter in that market. The initial results are extremely promising and we expect to gain significant market share in Nigeria.

Engaging with Stakeholders – Communication is the Key

Our consistent delivery of superior products and great customer experience requires the combined effort, focus and committment of numerous people, organisations, partners and associations. From the onset of the pandemic, the company made a conscious choice to keep communicating with our colleagues & their families, dealer partners, suppliers, investors, global distributors, shareholders and other related parties. Through a variety of digital mediums, we ensured that the entire Hero MotoCorp Family felt safe, secure and in-sync with the organisation's approach and plans. My personal interaction with each of these stakeholder groups through more than 50 Town Halls, focus groups and virtual celebrations during the year; including the company's first-ever digital Annual General Meeting (AGM) in August 2020. This consistent communication and stakeholder outreach resulted in our strong performance once we resumed business. Building on our learnings from this approach, I continue to regularly engage with all our stakeholders and work in a very open and communication oriented environment.

Customer Orientation

The approach towards the customer of your company has remained proactive and focused on the delivery of our brand promise. From launching a host of important new products, to sales and aftersales initiatives, executing measures for safety & convenience and supporting communities where required, we were instrumental in providing a safe and convenient purchase and ownership experience to our growing customer base.

Social Responsibility 2.0

"It is during grave challenges that leaders require to tread a new path."

Sustainability, care for the environment and supporting the communities have always been a top priority for me personally and that for your company. During this period of unprecedented challenges, individuals, societies and organisations were required to go beyond the usual extent to support humanity. Your company took the lead in this effort and just like in managing our business operations efficiently, it was proactive in supporting social causes, our country and its people in every possible way. We enhanced our efforts towards supporting the less privileged people in our society. We combined all our strategies and goals towards building an empowered society. Our teams worked with multiple state governments to build care and health infrastructure. Our R&D and manufacturing teams developed the unique First Responder vehicles (FRVs) that are helping people in rural and inaccessible areas of the country.

Riding beyond Horizons…

We know where we have come from and we know where we are going.

As we look ahead, we have set a clear vision and path for this organisation and its large ecosystem. Over the past decade, Hero MotoCorp has been on an accelerated growth path and has expanded itself on every count and every field. Now, we are ready and poised for the next phase of our expansion and growth. As the world recovers from the second and a significantly severe wave of Covid-19, we are upbeat about the short-term growth and remain optimistic about the long-term view. We are well prepared to meet rising consumer demand and will be able to grow our business as and when the economic situation revives and reemerges.

For the near and medium terms, we are focussed on delivering products that are relevant and in-line with the overall sustainability of the company. With a strong pipeline of products, including premium motorcycles and scooters, we are confident of keeping the customers excited and stimulating the markets. The future will have to be imagined today, so it can be delivered tomorrow. As I have often said, we are aggressively working towards multiple EV programs and platforms and also on various other modular mobility solutions. Sustainability remains critical to our ethos and we will continue to work in-line with these principles.

I extend my appreciation to the Members of the Board for their support and guidance during this challenging year and I thank all our colleagues and my leadership team for their relentless effort in achieving our objectives during this difficult time.

I would be remis if I do not thank our customers, shareholders, investors, business partners, and other stakeholders for their continued support and trust in Hero MotoCorp. I urge you to continue to share your ideas and opinions with us to help us further improve and enhance your company, Hero MotoCorp. With your blessings and support, we will continue to create milestones and make you proud of your Hero MotoCorp.

Keep Safe. Stay Healthy.
Warm Regards,
Pawan Munjal

   

Hero MotoCorp Ltd Company History

Hero MotoCorp Limited is the world's largest manufacturer of two-wheelers. The company has four manufacturing facilities namely Dharuhera and Gurgaon in Haryana, Haridwar in Uttarakhand and Neemrana in Rajasthan. The company is based in New Delhi, India. The company offers a range of bikes starting from CD Dawn, CD Deluxe, Splendor Plus, Splendor NXG, Passion and Passion Pro. The 125 cubic centimeter segment offers Glamour, Super Splendor and Glamour F1. It also has an offering called Achiever in 135 cubic centimeter segment. In the 150 cubic centimeter and above the company offers brands like Hunk, CBZ X-treme, Karizma and the Karizma ZMR. It also offers a 100 cubic centimeter scooter, Pleasure. Hero MotoCorp Limited was incorporated in the year 1984 with the name Hero Honda Motors Ltd. The company was established as a joint venture company between Honda Motor Company of Japan and Hero Group. In the year 1983, they signed a joint collaboration agreement and formed the company. The joint venture between India's Hero Group and Honda Motor Company, Japan has not only created the world's single largest two wheeler company but also one of the most successful joint ventures worldwide. In the year 1985, the company commenced their commercial production at Dharuhera plant in Haryana and introduced their first motorcycle, CD 100 in the market. In the year 1989, they launched the new motorcycle model, Sleek in the market and in the year 1991, they introduced new motorcycle model, CD 100 SS in the market. In the year 1995, the company introduced their extraordinary product, Splendor in the market. In the year 1997, the company inaugurated their second manufacturing facility at Gurgaon in Haryana. Also, they introduced new motorcycle model, Street in the market. In the year 1999, they launched Hero Honda CBZ, the first 150cc motorcycle in the Indian two wheeler industry. In the year 2001, the company introduced new models, Passion and Joy in the market. In the next year, they introduced new models, Dawn and Ambition in the market. In the year 2003, the company launched new motorcycle models namely, CD Dawn, Splendor+ and Passion Plus in the market. Also, they launched Hero Honda Karizma, the industry's first 223cc motorcycle. In the year 2004, they introduced new models, Ambition 135 and CBZ* in the market. During the year, they renewed the joint technical agreement with the Honda Motors Company, Japan. In the year 2005, the company launched Super Splendor, CD Deluxe, Glamour and Achiever in the market. In the year 2006, the company forayed into scotter segment and launched 100cc gearless scotter, Pleasure in the market. In the year 2007, the company launched Splendor NXG, CD Deluxe, Passion Plus and Hunk in the market. During the year 2007-08, the company commissioned their third plant at Haridwar in Uttarakhand with an initial installed capacity of 500,000 units. This plant had lean manufacturing and practices that ensure efficiency. During the year, the company launched new models (including variants) including Splendor NXG, Hunk, New Super Splendor, New Passion Plus, Commemorative Splendor+ and a refreshed version of Pleasure. During the year 2008-09, the company increased the installed capacity of Motorised 2 wheelers upto 350CC engine by 1800000 Nos to 5200000 Nos. Also, they launched eight models: Passion Pro (100 cubic capacity-4 Stroke), CBZ-Extreme (150 cubic capacity - 4 Stroke), Pleasure New Aesthetics, Splendor NXG (Self Start), CD Deluxe (Self Start), Glamour FI, Glamour (Carb) and HUNK Special Edition. Also, they launched new motorcycle model, Karizma - ZMR in the market. During the year 2009-10, the company increased the installed capacity of Motorised 2 wheelers upto 350CC engine by 200000 Nos to 5400000 Nos. The company launched nine new models during the year. During the year 2010-11, the company launched six new models including variants of existing models successfully. They refreshed Glamour and Glamour FI. They introduced the New Hunk, Super Splendor and Splendor Pro. The company launched the new upgraded versions of CBZ Xtreme and Karizma. Also, they breached the landmark 5 million figure cumulative sales in a single year. During the year, the Indian Promoter Group of the company, which comprised of Hero Investments Pvt Ltd (HIPL), Bahadur Chand Investment Pvt Ltd (BCIPL) and Hero Cycles Limited (Hero Cycles) re-aligned the shareholding in the company, following a family agreement. As a result, Hero Cycles transferred its shareholding in the company to HIPL on May 28, 2010. As a result of these transactions, the Indian Promoter Group of the company now comprises of HIPL and BCIPL owned and controlled entirely by the Munjal Family headed by Brijmohan Lall Munjal. Also, during the year, the Indian Promoter Group and Honda Motor Co Ltd, Japan (Honda) entered into a Share Transfer Agreement (the Agreement) on January 22, 2011. As per the terms of the Agreement, Honda had agreed to transfer its entire shareholding of 26% in the Company to the Indian Promoter Group, bringing an end to the joint venture between the two promoter groups of the company. The acquisition was completed on March 22, 2011 and the shares held by Honda were transferred to the Indian joint venture partner. In addition to the Agreement, the Indian Promoter Group and Honda also entered into a License Agreement on January 1, 2011. As per this agreement, Honda has given to the company, the right and license to manufacture, assemble, sell and distribute certain products and their service parts under their Intellectual Property Rights. In July 2011, the company changed their name from Hero Honda Motors Ltd to Hero MotoCorp Ltd. In February 2012, the company entered into a strategic partnership with Erik Buell Racing (EBR) of USA for contemporary technology and design inputs to enable the company to launch high end bikes for the domestic and international markets. In 2013, Hero Motocorp commenced construction of its new plant & Global Parts Centre. The company Commences Construction of Its 'GAME-CHANGING' Centre of Global Innovation And Research & Design. In 2014, Hero Motocorp Heralds A New Era Of Technology Leadership. The company Sets New Benchmark For The Global Two Wheeler Industry. The company Launches Splendor Ismart With Game Changing I3s Technology. The company also rides Into A Greener Tomorrow With 'GARDEN Factory' In 2015, Hero MotoCorp launched a new entry level commuter, the HF Dawn. During the year, the company has been allocated a 592-acre site to facilitate development of its Rs 1600-crore Greenfield manufacturing unit in Andhra Pradesh. HMCL Americas INC enters into 'Settlement Agreement' to Acquire EBR's Consulting Business. The company commences operation in their first ever plant outside India established in Villa Rica, Colombia. On 29 September 2015, Hero MotoCorp launched two scooters under the brands Maestro Edge and Duet. In February 2016, Hero MotoCorp showcased three new bikes Splendor iSmart 110, the Xtreme 200 S, the XF3R and an electric scooter the Duet E at Auto Expo, a trade show in New Delhi. On 10 March 2016, Hero MotoCorp formally inaugurated its world-class Global Centre of Innovation and Technology' (CIT) in Jaipur, Rajasthan. Built with an investment of Rs 850 crore, the CIT will design and develop world-class products for global markets. In April 2016, Hero MotoCorp launched a drive against unscrupulous traders selling counterfeit Hero spare parts. On 14 July 2016, Hero MotoCorp launched the new Splendor iSmart 110, the first motorcycle to be developed completely in-house with Hero's own technology. To commemorate the landmark 70 million in cumulative production of two-wheelers, Hero MotoCorp on 26 September 2016 launched a Limited Edition of a new premium motorcycle Achiever 150. The Board of Directors of Hero MotoCorp at its meeting held on 26 October 2016 approved an investment of up to Rs 205 crore, in one or more tranches, for approximately 26-30% shareholding in Ather Energy Private Limited. Ather is a Bangalore-based technology start-up engaged in the business of designing and manufacturing smart Electric Vehicles (EV) and associated charging infrastructure. On 10 November 2016, Hero MotoCorp unveiled its new Dawn 125 motorcycle at the EICMA Motorcycle show in Milan, Italy. As part of Hero MotoCorp's market-specific product strategy, the Dawn 125 motorcycle has been developed specifically for the Africa region. On 12 January 2017, Hero MotoCorp launched new Glamour motorcycle in Argentina, its first-ever global launch of a new product outside India. On 3 April 2017, Hero MotoCorp announced that the company clocked its highest-ever sales in a financial year at 66,63,903 units in FY 2017 compared to 66,32,322 units it had sold in the previous fiscal (FY 2016). In May 2017, Hero MotoCorp commenced commercial production at the second global manufacturing facility in Bangladesh. On 3 October 2017, Hero MotoCorp announced that it has set a new global benchmark in the two-wheeler industry, surpassing the seven lakh sales mark in any month. Riding on robust demand for its range of two-wheelers, the company registered its highest-ever sales for any month, despatching 720,739 units in September 2017. On 11 October 2017, Hero MotoCorp announced that it has set a new global record, clocking 2 million unit sales in Q2 September 2017. Hero MotoCorp sold 20,22,805 units of two-wheelers in Q2 September 2017, recording 11% growth over the corresponding quarter in the previous fiscal. On 7 November 2017, Hero MotoCorp unveiled the Xpulse Concept motorcycle as a world premier at the EICMA annual trade show in Milan, Italy. On 21 December 2017, Hero MotoCorp unveiled three new motorcycles - the 125cc Super Splendor, the 110cc Passion PRO and the 110cc Passion XPRO - to further augment its dominant leadership in the domestic market. On 22 December 2017, Hero MotoCorp announced that it will be increasing the ex-showroom prices of its motorcycles by about Rs 400 per model with effect from 1 January 2018 to partially off-set rising input costs. Hero MotoCorp surpassed the landmark seven million units in cumulative sales in a calendar year in 2017. The company sold a record 7,207,363 units of two-wheelers in the calendar year in 2017.

Hero MotoCorp Ltd Directors Reports

Dear Members,

Your Directors are pleased to present the thirty eighth annual report, together with the Company's audited financial statements for the financial year ended March 31, 2021.

Financial Results – Standalone & Consolidated

The standalone and consolidated financial highlights of your Company are as follows:

(Rs in crore)
Particulars

Standalone Year ended

Consolidated Year ended

March 31, 2021

March 31, 2020

March 31, 2021

March 31, 2020

Total Income

31,380.47

29,614.43

31,517.09

29,985.88

Profit before Finance cost and Depreciation

4,599.09

4,736.30

4,657.41

4,791.48

Expenses
Finance cost

21.84

22.02

46.41

46.64

Depreciation and amortisation expenses

676.87

817.96

715.12

845.76

Profit from ordinary activities before share of Profit / (Loss) of

3,900.38

3,896.32

3,895.88

3,899.08

associates
Profit/ (Loss) of associates
Share in net profit / (loss) of associates

-

-

(46.56)

34.63

Exceptional items – NCCD income

-

737.48

-

737.48

Exceptional items – VRS expenses

-

(60.11)

-

(60.11)

Profit from ordinary activities before tax

3,900.38

4,573.69

3,849.32

4,611.08

Tax expense
Current tax

924.92

1,084.11

931.38

1,096.79

Deferred tax

11.26

(143.68)

(18.11)

(145.12)

936.18

940.43

913.27

951.67

Net Profit from ordinary activities after tax

2,964.20

3,633.26

2,936.05

3,659.41

Other comprehensive income /(expense) (net of tax)

(21.06)

(31.78)

(25.87)

(18.29)

Total comprehensive income for the year

2,943.14

3,601.48

2,910.18

3,641.12

Net Profit / (loss) attributable to
a) Owners of the Company

2,964.20

3,633.26

2,917.75

3,638.11

b) Non-controlling interest

-

-

18.30

21.30

Other comprehensive income attributable to
a) Owners of the Company

(21.06)

(31.78)

(24.01)

(23.61)

b) Non-controlling interest

-

-

(1.86)

5.32

Total comprehensive income attributable to
a) Owners of the Company

2,943.14

3,601.48

2,893.74

3,614.50

b) Non-controlling interest

-

-

16.44

26.62

Balance of profit brought forward

11,416.82

10,147.81

11,652.06

10,385.31

Dividend
- Interim – 2020-21

1,398.46

1,298.31

1,398.46

1,298.31

- Final – 2019-20

499.35

639.13

499.35

639.13

Corporate Dividend Tax

-

395.03

2.49

410.46

Other comprehensive income arising from re-measurement of

-

-

(20.81)

(32.46)

defined benefit obligation (net of income tax)
Balance carried to Balance Sheet

12,462.15

11,416.82

12,648.70

11,652.06

Earnings per equity share on Net Profit from ordinary activities
after tax (face value J 2/- each) (In J)
- Basic

148.39

181.91

146.07

182.15

- Diluted

148.37

181.91

146.04

182.15

Financial Highlights

During FY 2020-21, your Company clocked sales of 58.00 lakh units over 63.98 lakh units in the previous financial year. Revenue from operations was Rs 30,800.62 crore as compared to Rs 28,836.09 crore in FY 2019-20, registering an increase of 6.81%.

Profit before tax (PBT) in FY 2020-21 was Rs 3,900.38 crore as compared to Rs 4,573.69 crore in FY 2019-20, reflecting a decrease of 14.72%. Profit after tax (PAT) was Rs 2,964.20 crore as against Rs 3,633.26 crore in FY 2019-20, a decrease of 18.41% over the previous year.

Earnings before Interest, Depreciation and Taxes (EBIDTA) stood at 13.05% in FY 2020-21, as compared to 13.73% in FY 2019-20.

Consolidated Financial Statements

In accordance with provisions of the Companies Act, 2013 (‘the Act') and Indian Accounting Standards (Ind AS)-110 on Consolidated Financial Statements, read with Ind AS-28 on Investments in Associates and Joint Ventures, the Audited Consolidated Financial Statements for the year ended March 31, 2021 are provided in this annual report.

Update on Covid-19 Pandemic

The financial year 2020-21 was a highly disruptive and challenging year wherein the auto industry and the entire global economy faced unprecedented times owing to the Covid-19 pandemic. Despite the challenges posed by the pandemic, the Company adapted to the changing business needs and continued its growth momentum. The state of preparedness and quick countermeasures taken by the Company led to its growth in sales and other milestones achieved by it during the year. The Company remains optimistic about growth in the next financial year, as a credible recovery in the Indian economy and a positive momentum towards personal mobility is likely to further strengthen the demand for two-wheelers. The wide range of best-in-class products and consistent alignment of new technologies and services will also ensure Company's strong growth impetus.

Changes in Capital Structure

During the year under review, 40,849 equity shares of Rs 2/- each were allotted on exercise of employee stock options and Restricted Stock Units (RSUs) by the employees of the Company. Consequently, the issued and paid-up share capital of the Company as on March 31, 2021 was Rs 39,95,60,434 divided into 19,97,80,217 equity shares of Rs 2/- each.

Further, on May 5, 2021, 9,672 equity shares of Rs 2/- each were allotted on exercise of employee stock options/RSUs by the eligible employees of the Company. Thus, the issued and paid-up share capital of the Company was increased to Rs 39,95,79,778 divided into 19,97,89,889 equity shares of Rs 2/- each.

The Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of Rs 2/- each, ranking pari-passu.

Dividend

Your Directors are pleased to recommend for your approval a final dividend of Rs 35/- per equity share (1750%) of face value of Rs 2/- each (comprising of final dividend @ 1250% i.e. Rs 25/- per equity share and a special dividend @ 500% i.e. Rs 10/- per equity share) in addition to an interim dividend of Rs 70/- per equity share (3500%) (comprising of interim dividend @ 3250% i.e. Rs 65/- per equity share and a special interim dividend @ 250% i.e. Rs 5/- per equity share) declared in the month of February 2021, aggregating a total dividend payout of Rs 105/- per equity share (5250%) for FY 2020-21. The special final and interim dividend has been considered and declared to mark the achievement of historic milestone of achieving 100 million cumulative production of two-wheelers. In the previous year, total dividend payout of Rs 90/- per equity share (4500%) of face value of Rs 2/- each was made. Final dividend, if approved at the ensuing annual general meeting, shall be paid to the eligible members within the stipulated time period. Dividend Distribution Policy of the Company as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') is available at the following link: https://www.heromotocorp.com/ en-in/uploads/code_policy/20191126105519-code-policy-149. pdf and is also provided as Annexure - I.

Management Discussion and Analysis Report

The management discussion and analysis report forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company's business in India and abroad, risk management systems and other material developments during the year under review.

Change in Nature of Business

During FY 2020-21, there was no change in the nature of Company's business.

Capacity Expansion, New Projects & Strategic Alliances

During FY 2020-21, your Company focused on optimizing investments and ensuring business continuity to enhance market share across platforms. Capacity benchmarking and cross plant resource optimization have been consistently focused in the previous year to ensure improved efficiencies in overall ecosystem. The overall value chain turnaround post business re-opening of Covid-19 pandemic was phenomenal considering the challenging situation and facilitated your Company to regain volumes and market share promptly. With a strong recovery post Q2 and overall festive demand coupled with positive market sentiments, your Company enhanced the capacity of Halol (Gujarat) plant by 0.4 million per annum thereby consolidating the overall capacity to 9.3 million for domestic plants.

The overseas plants of your Company in Bangladesh and Colombia have continuously augmented their respective capacities during FY 2020-21 and retained a decent market share. As a responsible corporate, your Company released its third annual Sustainability Report encompassing ESG (Environment, Social and Governance) aspects. Long-term strategy has been formulated with the objective of making your Company one of the most sustainable organisations.

Investment in Ather Energy – Electric is widely recognized as one of the most exciting areas in emerging mobility space. In 2016, Hero MotoCorp invested in Ather Energy, a two-wheeler electric vehicle company which went on to launch multiple products. As a follow up, Hero MotoCorp participated in other investment rounds. In July 2020, the Company invested Rs 84 crore in Ather Energy, taking up its shareholding in the company to 34.58%. Subsequently, in November 2020, Hero MotoCorp again invested in Series D round in the Electric Vehicle startup.

Agreement with Harley-Davidson – As part of its growth strategy, Hero MotoCorp is focused on growing market share in the rapidly expanding Premium motorcycle segment. In October 2020, the Company signed a distribution agreement with Harley-Davidson (H-D), under which the Company will sell and service H-D motorcycles, and sell parts and accessories and general merchandise riding gear and apparel in India. The Company has inducted 11 dealers of Harley-Davidson into its own distribution network. Starting January 1, 2021, Hero MotoCorp Ltd. has become the distributor for Harley-Davidson in India. Hero MotoCorp Ltd. and Harley-Davidson also signed a Licensing agreement under which the Company will develop and sell a range of premium motorcycles under the H-D brand name.

Partnership with Gogoro Inc. - Your Company recently entered into a strategic partnership with Gogoro Inc. to accelerate the shift from fuel based mobility to sustainable electric mobility in India. This partnership would bring together the Company and Gogoro Inc., the global leader in urban battery swapping and smart mobility innovation and this joint venture is aimed to bring Gogoro's industry leading battery swapping platform to India. The Companies would also collaborate on electric vehicle development to bring Hero branded, powered by Gogoro Network vehicles to market.

Global Forays

Your Company continues to strengthen its presence in global markets. During FY 2020-21, your Company entered into Mexico market and the footprint of your Company reached 41 markets outside India. The focus was on increasing the presence in premium segment through new product launches in the key markets of Bangladesh, Nepal and Latin America. As a result, the premium segment sales grew by 58% in FY 2020-21 over previous year. Despite the tough Covid year, your Company managed to gain market share in 6 out of 9 focus markets.

Your Company also relaunched Hero brand in markets like Kenya, Honduras and Nicaragua. Plans are afoot to relaunch in Argentina as well.

Innovation

The three projects which were launched under HeroHatch continue to make significant progress. The Company-wide Idea Contest was undertaken for the 8th consecutive year in FY 2020-21 and for the 2nd time on the new platform. In addition, the platform was accessed all-year-round by employees for submitting ideas and facilitated crowd-source solutions on specific problem statements. It is pleasing to confirm that several of the winning ideas from 6th and 7th Idea Contest have already been implemented.

Hero MotoCorp launched its 2nd organization-wide Innovation Survey in FY 2020-21 and saw a 3% increase in favorability compared to the last survey.

Subsidiary, Associate and Joint Venture Companies

The Company has 6 subsidiaries including step down subsidiaries and 2 associate companies and regularly monitors the performance of these companies. The annual accounts of subsidiary companies are available on the website of the Company viz. www.heromotocorp.com and shall also be kept open for inspection at the registered office of the Company and respective subsidiary companies. The Company shall also make available the annual accounts of these companies to any member of the Company who may be interested in obtaining the same. The consolidated financial statements presented by the Company include the financial results of its subsidiary companies.

Subsidiary Companies

Hero Tech Center Germany GmbH (‘HTCG')

HTCG is a wholly owned subsidiary of your Company, incorporated in Germany to undertake research and development and such other ancillary activities for the manufacture, testing, validating etc. of two-wheelers and components / parts thereof. It also undertakes, coordinates and facilitates two-wheeler rally participation and development activities. During FY 2020-21, HTCG has reported unadjusted revenue of Rs 79.90 crore and a net profit of Rs 4.24 crore.

HMCL Netherlands B.V. (‘HNBV')

HNBV is a wholly owned subsidiary of your Company, incorporated in Amsterdam as a private company with limited liability under the laws of The Netherlands with the primary objective of promoting overseas investments. HNBV has invested in operating companies in Colombia and Bangladesh and during FY 2020-21, it has reported unadjusted revenue of Rs 22.47 crore and a net profit of Rs 21.44 crore.

HMCL Colombia S.A.S. (‘HMCLC')

HMCLC was incorporated in Colombia as a joint venture between HNBV and Woven Holdings LLC as a simplified stock corporation company. HNBV currently holds 68% equity in HMCLC and 32% equity is held by Woven Holdings LLC. The main business of HMCLC is to manufacture and sell two-wheelers in Colombia. It has a manufacturing facility with a production capacity of 80,000 units per annum. During the year ended March 31, 2021, the Company has reported unadjusted revenue of Rs 230.65 crore and a net loss of Rs 7.26 crore.

HMCL Niloy Bangladesh Limited (‘HNBL')

HNBL was incorporated in Bangladesh as a joint venture between HNBV and Niloy Motors Limited, Bangladesh as a limited liability company. HNBV currently holds 55% equity in HNBL and 45% equity is held by Nitol Niloy Group, Bangladesh. The main business of HNBL is to manufacture and sell two-wheelers. It has a manufacturing facility with a production capacity of 1,50,000 units per annum. During FY 2020-21, HNBL reported unadjusted revenue of Rs 502.72 crore and a net profit of Rs 40.76 crore.

HMCL Americas Inc. (‘HMCLA')

HMCLA is a wholly owned subsidiary of your Company, incorporated as a Corporation pursuant to the General Corporation Law of the State of Delaware, United States of America with the primary objective to pursue various global businesses. During the year ended March 31, 2021, HMCLA has reported unadjusted revenue of Rs 0.11 crore and a net loss of Rs 0.03 crore.

HMC MM Auto Limited (‘HMCMMA')

Your Company has a joint venture with Marelli Europe S.p.A, Italy, namely HMC MM Auto Limited in India, which is set up for the purpose of carrying out manufacturing, assembly, sale and distribution of two-wheeler fuel injection systems and parts. Your Company holds 60% of the equity share capital in HMCMMA. During FY 2020-21, HMCMMA has reported unadjusted revenue of Rs 458.46 crore and a net profit of Rs 4.77 crore.

Associate Companies Hero FinCorp Limited (‘HFCL')

HFCL is an associate of your Company, incorporated in the year 1991. Your Company holds 41.19% in the equity share capital of HFCL. HFCL is a non-banking finance company engaged in providing financial services, including two-wheeler financing and providing credit to Company's vendors and suppliers. Over the years, it has added several new products and customers in its portfolio, like SME and commercial loans, loan against property etc.

During FY 2020-21, HFCL's profit attributable to the Company is Rs 22.90 crore.

Ather Energy Private Limited (‘AEL')

AEL is a private limited company, focused on developing, designing and selling premium electric two-wheelers. The shareholding of your Company in AEL is 38.08% which is equivalent to 34.81% on a fully diluted basis. During FY 2020-21, AEL's loss attributable to the Company is Rs 69.46 crore.

A statement containing salient features of financial statements of subsidiary and associate companies forms part of the financials.

Material Subsidiaries

The Board of Directors of your Company (‘the Board') has approved a policy for determining material subsidiaries. At present, your Company does not have a material subsidiary. The Policy on material subsidiaries can be viewed on the Company's website, www.heromotocorp.com at the following link: https://www.heromotocorp.com/en-in/uploads/code_ policy/20191126105356-code-policy-400.pdf.

Directors and Key Managerial Personnel

Dr. Pawan Munjal was appointed as the Chairman, Managing Director and CEO of the Company for a term of five (5) years with effect from October 1, 2016. Now, the Board at its meeting held on May 6, 2021 has recommended the re-appointment of Dr. Pawan Munjal as Whole-time Director designated as the Chairman and CEO of the Company for another term of five (5) years effective October 1, 2021. The details of re-appointment have been furnished in the explanatory statement to the notice of the ensuing annual general meeting. In terms of applicable provisions of the Act and the Articles of Association of the Company, Mr. Pradeep Dinodia, Director of the Company retires by rotation at the ensuing annual general meeting and being eligible, has offered himself for re-appointment. Brief resume and other details of Mr. Pradeep Dinodia, who is proposed to be re-appointed as a Director of your Company, have been furnished in the explanatory statement to the notice of the ensuing annual general meeting. During the year under review, your Company has appointed Air Chief Marshal B. S. Dhanoa (Retd.) as an Additional Director of the Company as Non-Executive and Independent Director effective October 1, 2020. The Board recommends his appointment as an Independent Director of the Company. The Company has received a notice, in writing, under Section 160 of the Act from a member proposing the candidature of Air Chief Marshal B. S. Dhanoa (Retd.). The appointment of new directors is recommended by the Nomination and Remuneration Committee (‘NRC') on the basis of requisite skills, proficiency, experience and competencies as identified and finalized by the Board considering the industry and sector in which the Company operates. The Board, on the recommendation of the NRC, independently evaluates and if found suitable, confirms an appointment to the Board. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, ethnicity, etc.

In the opinion of the Board, the Independent Director appointed during the year under review is a person of high repute, integrity and possesses the relevant expertise and experience in the respective fields.

The Company has a robust succession planning process for Directors as well as senior management personnel which is overseen by the Nomination and Remuneration Committee. Mr. Paul B. Edgerley ceased to be a Director of the Company effective May 4, 2021, due to completion of his term of five (5) years as an Independent Director. The Board places on record its appreciation for the guidance and support provided by Mr. Edgerley during his tenure with the Company.

Key Managerial Personnel

Dr. Pawan Munjal, Chairman, Managing Director & CEO, Mr. Niranjan Gupta, Chief Financial Officer and Ms. Neerja Sharma, Company Secretary and Chief Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Declarations from Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed in the Act and the Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and Listing Regulations and are independent of the management.

Board Meetings

During FY 2020-21, five meetings of the Board of Directors were held. For details of these Board meetings, please refer to the section on Corporate Governance of this annual report.

Annual Evaluation of the Board, its Committees and Individual Directors

A formal evaluation of the performance of the Board, it's Committees, the Chairman and the individual Directors was carried out for FY 2020-21. Led by the Nomination and Remuneration Committee, the evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, conduct as per company values and beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, etc. Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, review of committee charter, updation to the Board on key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions. As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board. Suggestions/feedback concerning strategic, governance and operational matters were actioned upon by the team.

Directors' Responsibility Statement

Your Directors make the following statement in terms of Section 134 of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them: 1. that in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards were followed, along with proper explanation relating to material departures; 2. that appropriate accounting policies were selected and applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs as at March 31, 2021 and of the profit and loss of your Company for the financial year ended March 31, 2021; 3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; 4. that the annual accounts for the financial year ended March 31, 2021 have been prepared on a going concern basis; 5. that the Directors have laid down Internal Financial Controls which were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and 6. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Remuneration and Board Diversity Policy

Pursuant to provisions of the Act, the Nomination and Remuneration Committee of your Board has formulated a Remuneration and Board Diversity Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel (‘KMP'), senior management and other employees of your Company and to ensure diversity at the Board level. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages and for administering the long-term incentive plans, such as ESOPs, RSUs etc. Further, the compensation package of the Directors, Key Managerial Personnel, senior management and other employees is designed based on the set of principles enumerated in the said policy.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, senior management and other employees is as per the Remuneration and Board Diversity Policy of your Company.

The remuneration details of the Directors, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company for the year under review are provided as Annexure - II. There has been no change in the Remuneration and Board Diversity Policy of the Company during the year. The Remuneration and Board Diversity Policy of your Company can be viewed at the following link: https://www.heromotocorp.com/en-in/uploads/ code_policy/20191126105210-code-policy-421.pdf. The salient features of the Remuneration and Board Diversity Policy are as under:

1. To determine remuneration of Directors, KMP, other senior management personnel and other employees, keeping in view all relevant factors including industry trends and practices.

2. At the Board meeting, only the Non-Executive and Independent Directors shall participate in approving the remuneration paid to the Executive Directors.

3. The remuneration structure for the Executive Directors would include basic salary, commission, perquisites & allowances, contribution to Provident Fund and other funds. If the Company has no profits or its profits are inadequate, they shall be entitled to minimum remuneration as prescribed under the Act.

4. The Non-Executive and/or Independent Directors will also be entitled to remuneration by way of commission aggregating upto 1% of net profits of the Company pursuant to the provisions of Sections 197 and 198 of the Act, in addition to sitting fees.

5. The compensation for Key Managerial Personnel, senior management and other employees is based on the external competitiveness and internal parity through periodic benchmarking surveys. It includes basic salary, allowances, perquisites, loans and/or advances as per relevant HR policies, retirement benefits, performance linked pay out, benefits under welfare schemes, etc. besides long term incentives/ ESOPs/RSUs/Performance shares or such other means as may be decided by the NRC.

6. Performance goals of senior management personnel shall be quantifiable and assessment of individual performance to be done accordingly. A significant part of senior management compensation will be variable and based upon Company performance.

7. To ensure adequate diversity at Board level, all appointments to be made on the basis of merit and due regard shall be given to other diversity attributes also. The NRC shall recommend the appointment or continuation of members to achieve optimum combination at the Board and periodically assess the specific requirements in relation to Board diversity.

Employees' Incentive Scheme

In terms of the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time (‘SEBI Regulations'), the NRC of your Board, inter alia, administers and monitors the Employees' Incentive Scheme, 2014 of your Company and the Employees' Stock Option plans framed thereunder.

Further, the NRC has, at its meeting held on October 27, 2020 approved grant of 1,01,375 Stock Options at an exercise price of Rs 2,085/- per option under ESOP Plan, 2020 and 1,560 Restricted Stock Units (RSUs) at face value of Rs 2/- per unit under RSU Plan, 2020 to certain eligible employees of the Company.

Applicable disclosures as stipulated under the SEBI Regulations with regard to the Employees' Stock Option Scheme are provided as Annexure - III to this report and are available on the Company's website, www.heromotocorp.com and can be viewed at the following link: https://www.heromotocorp.com/en-in/investors/ annual-reports.html.

Your Company has received a certificate from M/s BSR & Co. LLP, Statutory Auditors (Firm Registration No. 101248W/W-100022) that the Employees' Incentive Scheme, 2014 for grant of stock options has been implemented in accordance with the SEBI Regulations and the resolution passed by the members in their general meeting. The certificate would be placed/available at the ensuing annual general meeting for inspection by the members.

Corporate Governance

Your Company is committed to benchmarking itself with global standards of Corporate Governance. It has put in place an effective Corporate Governance system which ensures that provisions of the Act and Listing Regulations are duly complied with, not only in form but also in substance.

The Board has also evolved and adopted a Code of Conduct based on the principles of good Corporate Governance and best management practices that are followed globally. The Code is available on your Company's website, www.heromotocorp. com and can be viewed at the following link: https://www. heromotocorp.com/en-in/about-us/code-of-conduct.html. In terms of Listing Regulations, a report on Corporate Governance along with the certificate from M/s Sanjay Grover & Associates, Company Secretaries (Firm Registration No. P2001DE052900) confirming compliance of the conditions of Corporate Governance is annexed hereto and forms part of this annual report as

Annexure - IV and Annexure - V respectively.

Transfer to General Reserve

During the year under review, no amount has been transferred to General Reserve of the Company.

Transfer to Investor Education and Protection Fund

During the year under review, your Company has transferred unpaid/ unclaimed dividend, amounting to Rs 6.97 crore for FY 2012-13 and 18,760 shares to the Investor Education and Protection Fund (IEPF) Authority of the Central Government of India. Further, dividend pertaining to the shares transferred to demat account of the IEPF Authority amounting to Rs 7.65 crore (after deduction of tax) was also transferred to the IEPF Authority.

Material Changes and Commitments

No material change and/or commitment affecting the financial position of your Company has occurred between April 1, 2021 and the date of signing of this report. However, in view of the ongoing Covid-19 pandemic, your Company carried out a comprehensive assessment of possible impact on its business operations, financial assets, contractual obligations and its overall liquidity position, based on the internal and external sources of information and application of reasonable estimates. Your Company did not foresee any significant incremental risk to the recoverability of its assets or in meeting its financial obligations over the foreseeable future, given early and required steps taken to contain, protect and mitigate the exposure.

Particulars of Loans, Guarantees and Investments

During FY 2020-21, your Company has not given any loan or guarantee pursuant to provisions of Section 186 of the Act. Details of investments made in terms of Section 186 of the Act are as under:

Rs

Particulars

Principal Amount (Shares)

Principal Amount (Bonds/ Debentures)

Total

Opening

1,982.95

274.99

2,257.94

Addition*

382.58

457.75

840.33

Reduction**

-

(79.96)

(79.96)

Closing Balance

2,365.53

652.78

3,018.31

* HMC MM Auto Limited - Nil, HMCL Netherlands BV - Rs 14.21 crore, HMCL Americas Inc. - Nil, Hero Tech Center Germany GmbH - Nil, Hero FinCorp Limited

- Rs 194.37 crore, Ather Energy Private Limited – Rs 174 crore (consequent to conversion of compulsorily convertible debentures into compulsorily convertible preference shares) ** Maturity of bonds and amortization

Deposits

Your Company has neither accepted nor renewed any deposits during FY 2020-21 in terms of Chapter V of the Act.

Contracts and Arrangements with Related Parties

During FY 2020-21, all contracts/arrangements/transactions entered into by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm's length basis. During FY 2020-21, your Company has not entered into any contract/arrangement/transaction with related parties which could be considered ‘material' in accordance with its Policy on Materiality of Related Party Transactions. Thus, there are no transactions required to be reported in Form AOC-2.

Further, during FY 2020-21, there were no materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons, which might have potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for its approval. There was no related party transaction requiring approval of the Board. During the year under review, the Audit Committee approved transactions through the omnibus mode in accordance with the provisions of the Act and Listing Regulations. Related party transactions were disclosed to the Board on regular basis as per Ind AS-24. Details of related party transactions as per Ind AS-24 may be referred to in Note 36 of the Standalone Financial Statements.

The policy on related party transactions is available on the Company's website, www.heromotocorp.com and can be viewed at the following link: https://www.heromotocorp.com/en-in/ uploads/code_policy/20191126104550-code-policy-434.pdf.

Risk Management Framework

The Board entrusted Risk Management Committee (‘RMC') continued to guide the management team of RMC towards a comprehensive risk management process in your organization. Last year, the lockdown imposed significant hardships on the entire human race and tested their survival. Many businesses were forced to adopt varied cost cutting measures. However, your Company ensured that not just there were no salary cuts or layoffs, there were in effect even more investments on employee well-being measures.

Your Company's response to Covid-19 was prepared well in advance and therefore, Hero MotoCorp Ltd. was amongst the first ones to restart operations when the Government order allowed. Your Company also refreshed the Risk Register and raised the profile of some of the risks that were traditionally low profile risks. This was done taking cognizance of the new threats posed by Covid-19. Your Company came up with a comprehensive risk mitigation plan and a dedicated team to manage Covid-19 risk.

Some of the risk mitigation steps were:

1. frequent interactions with dealers, suppliers, investors so that the ecosystem remained motivated; 2. proactive announcement of Work from Home policy, Corona FAQ's, Chatbots, travel bans and an increased hygiene level at the workplace; 3. stronger demand forecasting conducted for an even more accurate planning; 4. manufacturing at all the plants was proactively suspended, however with preparedness to restart at a short notice; 5. support offered to dealers and supply chain partners to ensure sustainability; 6. digital interventions introduced at dealerships to obviate showroom visits thereby ensuring customer safety; 7. multiple communications sent to employees on end user awareness due to increased risk of cyber-attacks. Your Company also used Artificial Intelligence to identify attacks, strengthened firewalls and actively monitored the dark web to fight the threats.

When the economy opened up, there were risks that emerged because of shortage of parts because of certain restrictions in the global supply chain. With a multi-sourcing strategy plan for every part, your Company was able to successfully manage this risk. The BSVI transition was another major event of FY 2020-21. Your Company was well prepared to manage the risk both from a technology as well as a market operations standpoint. Your Company successfully transitioned to BSVI technology across the range of its products. Your Company remains committed to protect the interests of its customers, stakeholders, investors, shareholders, employees and each person or entity with whom it is associated.

The details of the RMC along with its charter are set out in the Corporate Governance Report, forming part of this report.

Vigil Mechanism/ Whistle Blower Policy

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances. Your Company has an ethics hotline managed by a third party which can be used by employees, Directors, vendors, suppliers, dealers etc. to report any violations to the Code of Conduct. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. During the year, your Company's Code of Conduct was refreshed and aligned with the new mission and vision statement of the Company. The revised Code of Conduct retained the essence of all governing principles and its applicability was unified to include employees, directors and internal/external stakeholders. The other modifications included amendments related to the clauses on anti-bribery and anti-corruption, mandatory disclosure of all personal relationships for employees, strengthening of ‘conflict of interest' section and emphasis on being an equal opportunity employer while embracing diverse and inclusive culture. Also, the induction module of new joiners at the Company was updated to include the updated Code of Conduct and case studies associated with the governing principles of the Code of Conduct. The incident reporting channels of the vigil management framework were made simpler to encourage reporting culture and instill confidence in the users. The new facilities include 24*7 IVR service, an email address and a dedicated web based reporting page.

During the year under review, 48 complaints were received through various reporting channels and 4 complaints were carried forward from previous year. Out of these, 34 complaints have been investigated and acted upon, 6 and 4 complaints were reviewed and handed over for closure to Sales and After Sales and HR respectively and remaining 8 are under investigation.

During FY 2020-21, no individual was denied access to the Audit Committee for reporting concerns, if any.

The Vigil Mechanism/Whistle Blower Policy of the Company is available on the Company's website, www.heromotocorp.com and can be viewed at the following link: https://www.heromotocorp. com/en-in/uploads/code_policy/20200903060455-code-policy-95.pdf.

Corporate Social Responsibility

Your Company has constituted a Corporate Social Responsibility (CSR) Committee which functions under direct supervision of Dr. Pawan Munjal, Chairman, Managing Director & CEO of your Company, who is also the Chairman of the CSR Committee. Other members of the Committee are Mr. Pradeep Dinodia, Non-Executive Director, Prof. Jagmohan Singh Raju and Ms. Tina Trikha, who are the Independent Directors of your Company. Ms. Tina Trikha has been inducted in the CSR Committee on October 28, 2020.

The Company has also been doing a lot of work around sustainability in order to make the operations, business and the Company as a whole, a sustainable organization. The Company's sustainability strategy rests on the following five pillars:

1. Inclusive Growth

2. Eco-efficiency

3. People

4. Responsible Value Chain

5. Product Stewardship

In today's ever-evolving world, it is difficult to separate a corporate's responsibility towards society from the obligation of having a sustainable business and both the concepts are intertwined. From a strong governance perspective, it is imperative that both be run from a common strategic view point and direction, to have maximum long term impact. Accordingly, the ambit of the

CSR Committee was expanded to include the terms of reference with respect to Sustainability and thus, the CSR Committee was renamed as Sustainability and Corporate Social Responsibility Committee. The CSR policy of the Company was changed during the year due to the recent amendments brought by the Ministry of Corporate Affairs in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and as a part of standard review. The CSR Policy of your Company can be viewed at the following link: https://www.heromotocorp.com/en-in/uploads/code_ policy/20191126104858-code-policy-35.pdf. The salient features of the updated CSR Policy are as under:

1. The philosophy of the Company provides that a company's performance must be measured by its triple (+one) bottom line contribution to building economic, social and environmental capital thereby enhancing societal sustainability along with governance.

2. It believes that in the strategic context of business, enterprises possess, beyond mere financial resources, the transformational capacity to create game-changing development models by unleashing their power of entrepreneurial vitality, innovation and creativity. In line with this belief, the Company will continue to craft unique models to generate livelihoods and create a better society.

3. The broad guiding principles for selection of CSR activities include needs assessment, if required, programmes identified/adopted should be adaptive and flexible to meet the changing dynamics with focus on long-term sustained impact rather than one-time impact or requiring continuous intervention.

4. The implementation of the identified CSR activities shall be carried out either directly by the Company and/or through an implementing agency. The Company shall clearly define the objectives along with the desired timelines to effectively implement the activities within the given time frame and work towards active engagement of all employees to achieve maximum benefits. The modalities of execution shall be defined with every identified project.

5. There shall be a robust monitoring system to ensure that the identified CSR activities are carried out to reap optimal benefits for the beneficiaries. There shall be a periodic review by the Committee for the projects undertaken. The Committee may suggest modifications in the planned activities considering the existing scenario/circumstances.

6. The Committee will place for the Board's approval, an annual action plan delineating the CSR Programmes to be carried out during the financial year and the succeeding years in the case of Ongoing Projects along with the specified budgets thereof.

During the year under review, your Company spent Rs 99.73 crore on its CSR activities (including the amount of Rs 31.38 crore to be set-off), which is more than 2% of the average net profits of previous three financial years. The contribution of Rs 31.38 crore was made to PM-CARES Fund on March 31, 2020 in pursuance of the appeal to contribute to PM-CARES Fund by the Secretary,

Ministry of Corporate Affairs. The CSR initiatives undertaken by your Company, along with other details form part of the annual report on CSR activities for FY 2020-21, which is annexed as Annexure - VIII. The overview of CSR activities carried out in FY 2020-21 is provided in a separate section in this annual report.

Audit Committee

The Audit Committee of your Company comprises of the following Non-Executive and Independent Directors:

1. Mr. M. Damodaran

Chairman

2. Mr. Pradeep Dinodia

Member

3. Ms. Tina Trikha

Member

4. Air Chief Marshal B. S. Dhanoa (Retd.)

Member

Mr. Paul B. Edgerley ceased to be member of the Audit Committee due to completion of his term of five (5) years as an Independent Director. Air Chief Marshal B. S. Dhanoa (Retd.) has been inducted in the Audit Committee on October 28, 2020. Further details on the Audit Committee and its terms of reference etc. have been furnished in Corporate Governance Report which forms part of this report as

Annexure - IV.

During the year under review, all recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

Auditors and Auditors' Report

Statutory Auditors

M/s BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) were appointed in 2017 as the Statutory Auditors of the Company until the conclusion of the 39th annual general meeting of the Company. M/s BSR & Co. LLP is one of the leading & recognized audit firms, affiliated to a renowned global brand. Its experience as an audit firm is commensurate with the requirements as regards the size and competencies necessary for rendering auditing services to the Company. The Company, as part of rotation of statutory auditors, appointed M/s BSR & Co. LLP having evaluated its competencies on various parameters including experience of the firm, partner and team in relevant industry, use of latest technology and auditing tools, peer review process for ensuring quality of audit and documentation. The firm performs its obligations in adherence to recognised auditing standards and periodically certifies its independence from the management.

They have audited the financial statements of the Company for the year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation. The Auditors' Report does not contain any qualification, reservation or adverse remark. Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

Cost Auditors

The Board, on the recommendation of Audit Committee, has approved the appointment of M/s R J Goel & Co., Cost Accountants, as Cost Auditors for the financial year ending March 31, 2022. The erstwhile Cost Auditors, M/s Ramanath Iyer & Co. will submit their report for the FY 2020-21 on or before the due date.

In accordance with the provisions of Section 148 of the Act read with Companies (Audit & Auditors) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained by the Company. Further, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by members at the ensuing annual general meeting.

Secretarial Auditors

M/s Sanjay Grover & Associates, Company Secretaries (Firm Registration No. P2001DE052900) were appointed to conduct Secretarial Audit of your Company during FY 2020-21.

The Secretarial Audit Report for the said year is annexed herewith and forms part of this report as Annexure - IX. The Report does not contain any qualification, reservation or adverse remark.

Internal Financial Controls and their Adequacy

Your Company has a robust and well embedded system of internal controls. Comprehensive policies, guidelines and procedures are laid down for all business processes. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is dynamic and aligned to the business objectives of the Company and is reviewed by the Audit Committee each quarter. Further, the Audit Committee also monitors the status of management actions emanating from internal audit reviews. Such actions are now being tracked through an automated tool. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

Prevention of Insider Trading Code

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations') on prevention of insider trading, your Company has in place a Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. Your Company also has a Code of practices and procedures of fair disclosures of unpublished price sensitive information including a policy for determination of legitimate purposes along with the Institutional Mechanism for prevention of insider trading and

Policy and procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information. Further, your Company has put in place adequate and effective system of internal controls and standard processes have been set to ensure compliance with the requirements given in these regulations to prevent insider trading. To increase awareness on the prevention of insider trading in the organization and to help the Designated Persons to identify and fulfill their obligations, a comprehensive campaign was run at all locations of Hero MotoCorp Ltd. This included display of relevant and useful content by way of posters on the notice boards & other strategic locations, placement of standees at common areas, key messaging through desktop wallpapers and screensavers, placement of permanent wall posters, orientation sessions as part of regular employee induction, conducting Company-wide workshop for all Designated Persons by a subject matter expert, sending text messages for closure of trading window and submission of periodic disclosures, etc. In addition to the above, an e-learning module was also developed and rolled out with an in-built assessment, for all the designated employees to educate and promote awareness.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report (‘BRR') has been prepared and forms part of the annual report as Annexure - X. The Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives.

Listing

The equity shares of your Company are presently listed on the BSE Limited (‘BSE') and the National Stock Exchange of India Limited (‘NSE').

Personnel

As on March 31, 2021, total number of employees on the records of your Company were 8,793 as against 8,599 in the previous year. Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company to cross new milestones on a continual basis.

Particulars of Employees

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules'), is appended as Annexure - II to the report. The information as per Rule 5(2) of the Rules forms part of this report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, the report and Financial Statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

Annual Return

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the ‘Investors' section of the Company's website, www.heromotocorp.com and can be viewed at the following link: https://www.heromotocorp.com/en-in/investor-downloads.html.

Compliance with Secretarial Standards

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under Section 134(3)(m) of the Act read with Rules made thereunder is annexed to this report as Annexure - XI.

Statutory Disclosures

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS referred to in this report.

4. Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

6. Buy-back of shares or under Section 67(3).

7. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

8. No settlements have been done with banks or financial institutions.

Disclosure under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of The Sexual Harassment of Women at the

Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. The Company aims at providing a workplace that enables employees to work without gender bias and sexual harassment. To achieve this objective, the Company regularly organizes awareness sessions at all locations to sensitise the employees and conduct themselves in a professional manner. During FY 2020-21, over 120 POSH sessions were organized which were attended by more than 6,400 employees including workmen. In addition to the above, over 20 gender sensitization sessions along with approximately 15 webinars on unconscious bias were conducted which were attended by more than 800 and 300 employees respectively.

As per the said Policy, an Internal Committee is also in place to redress complaints received regarding sexual harassment. Following is the summary of complaints received and disposed off during the year under review: No. of complaints received: 2 No. of complaints disposed off: 2 No. of complaints withdrawn: 0 No. of complaints pending: 0

Note: One of the complaints pending from the previous year was also disposed off.

Disclosure under the Human Immunodeficiency Virus and Acquired Immune Deficiency Syndrome (Prevention and Control) Act, 2017

During the year under review, no complaints were received by the Complaints Officer under the Human Immunodeficiency Virus and Acquired Immune Deficiency Syndrome (Prevention and Control) Act, 2017.

Awards and Recognition

During the year, the Company received multiple awards and recognition. Some of them are listed below:

1. Significant Achievement Award in Corporate Excellence in Sustainability by CII

2. CII-Environmental Best Practice Award 2020 for Zero Waste to Landfill – Most Innovative Environmental Project for Neemrana Plant

3. CII National Award for Excellence in Water Management 2020 to Gurgaon Plant under ‘Within the Fence' category

4. CII National Award for Excellence in Water Management 2020 to Neemrana Plant as ‘Noteworthy Project' under ‘Beyond the Fence' category

5. GreenCo Star Performer Award 2020 by CII to Neemrana Plant for sustaining and continuously improving the environmental performance

6. National Award for Water Management 2020 by CII to Global Parts Center (GPC) and Neemrana Plant for an innovative, community led water management program

7. Premium Commuter Motorcycle of the year to Xtreme 160R by Car & Bike

8. CNB viewer's choice motorcycle of the year to Xtreme 160R by Car & Bike

9. Commuter Motorcycle of the year to Passion Pro by Car & Bike 10. Bike of the year upto 160cc to Xtreme 160R by Bike India 11. Best of 2020 to Xtreme 160R by Auto X

12. Commuter Motorcycle of the year to Passion Pro by Motoring World 13. Premium Commuter Motorcycle of the year to Xtreme 160R by Motoring World 14. Two-Wheeler Manufacturer of the year by Bike India In addition to the above, the Company surpassed the monumental 100 million cumulative production milestone on January 21, 2021 and became the only Indian automotive manufacturer to achieve the incredible landmark. The 100 millionth motorcycle, the Xtreme

160R, was rolled-out of the Company's manufacturing facility in Haridwar, in the northern Indian hill state of Uttarakhand. To mark the occasion, your Company also introduced six celebration edition models. These included four motorcycles - Splendor+, Xtreme 160R, Passion Pro and Glamour and two scooters - Destini 125 & Maestro Edge 110.

Acknowledgements

The Board of Directors would like to express their sincere thanks to the shareholders and investors of the Company for the trust reposed in the Company over the past several years. Your Directors would also like to thank the central government, state governments, financial institutions, banks, customers, employees, dealers, vendors and ancillary undertakings for their co-operation and assistance. The Board would like to reiterate its commitment to continue to build the organization into a truly world-class enterprise in all aspects.

For and on behalf of the Board
Pawan Munjal
Date: May 6, 2021 Chairman
Place: New Delhi DIN: 00004223

   

Hero MotoCorp Ltd Company Background

Pawan MunjalPawan Munjal
Incorporation Year1984
Registered OfficeThe Grand Plaza Plot No 2,Nelson Mandela Road VasantKunj
New Delhi,New Delhi-110070
Telephone91-11-46044220,Managing Director
Fax91-11-46044399
Company SecretaryNeerja Sharma
AuditorBSR & Co LLP
Face Value2
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarKFin Techologies Pvt Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

Hero MotoCorp Ltd Company Management

Director NameDirector DesignationYear
Pawan Munjal CMD & CEO 2021
Pradeep Dinodia Director 2021
Meleveetil Damodaran Independent Director 2021
Suman Kant Munjal Director 2021
Neerja Sharma Company Secretary 2021
Vikram S Kasbekar Whole-time Director 2021
Jagmohan Singh Raju Independent Director 2021
Tina Trikha Independent Director 2021
B.S. Dhanoa Independent Director 2021

Hero MotoCorp Ltd Listing Information

Listing Information
NIFTY
BSE_500
BSE_100
BSE_200
BSEDOLLEX
CNX500
BSEAUTO
CNX100
CNXCONSUMP
CNXAUTO
CNX200
CNXDIVIDEN
BSECARBONE
NIFTY50V20
NI15
NFT100EQWT
BSEALLCAP
BSELARGECA
GOODSSERVI
BSEMANUFAC
NFTQULTY30
SENSEX50
ESG100
LMI250
BSEDSI
NFT50EQWT
NFT100LV30
BSE100LTMC
NFTY200Q30

Hero MotoCorp Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Motor Cycles-Two Wheelers No 00024917.15
Spares NA 0002895.89
Income from Services NA 000595.39
Other operating revenues NA 000427.66

Contact us Contact us