5001820316

HERO
FOREVER
ANNUAL REPORT 2015-16
H E R O M O T O C O R P LT D .
CONTENTS
CO
ORPO
ORA
ATE
E OV
VERV
VIEW
W GOV
VER
RNAN
NCE
E REP
PORT
TS
Tribute to Dr. Brijmohan Lall 01 Management Discussion
Remembering our Hero 02 and Analysis Report 44
Refreshingly Relevant 06 Board’s Report and Annexures 68
Excellence has Multiple Locations 08 Business Responsibility Report 102
Biking with Panache Globally 09
Revisiting Eventful Quarters 10 FIINA
ANCIA
AL STA
ATE
EME
ENTS
S
Key Performance Indicators 12 Standalone Financial Statements 122
Message from the Chairman 14 Consolidated Financial Statements 162
Global Centre of Innovation
and Technology (CIT) 20
Launch of Hero Duet and Hero Maestro 22
Focused on ‘Greenovation’ 24 Scan this code with a QR reader
Global Progress 26 app on your smartphone or tablet
Innovation has Arrived in Style 28 for the online version of the
Branding Initiates 30 Annual Report
Corporate Social Responsibility 32
Awards and Accolades 36
Board of Directors 38
Leadership Team 39
Ten-year Financial Performance 40
Economic Value Added (EVA) Statement 42
Committee Details 43
Corporate Information 44
FORWARD-LOOKING STATEMENTS
In this Annual Report, we have disclosed forward-looking information to enable investors to
comprehend our prospects and take investment decisions. This report and other statements -
written and oral – that we periodically share contain forward-looking statements that set out
anticipated results based on the management’s plans and assumptions. We have tried, wherever
possible, to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’,
‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any
discussion of future performance. We cannot guarantee that these forward-looking statements
will be realised, although we believe we have been prudent in assumptions. The achievements
of results are subject to risks, uncertainties, and even inaccurate assumptions. Readers should
keep in mind that known or unknown risks or uncertainties materialise, or should underlying
assumptions prove inaccurate, actual results could vary materially from those anticipated,
estimated, or projected. Readers should keep this in mind. We undertake no obligation to publicly
update any forward-looking statements, whether as a result of new information, future events or
otherwise.
HERO
DR. BRIJMOHAN LALL
MUNJAL EPITOMISED THE
INDOMITABLE SPIRIT OF
O
FOREVER
INDIA; TO RISE AND RECLAIM
ITS PLACE IN THE COMITY OF
NATIONS, DESPITE IMMENSE
CHALLENGES IN THE WAY.
He saw the broad canvas of history unfolding before
him. From the suffering under colonial rule, the ravages
of Partition, the raising of the Tricolour, Licence Raj, to
the liberalisation of the economy, triumphs of Indian
entrepreneurship across the world, and the digital age of the
twenty-first century. Not only did he live through all this, he
turned challenges into opportunities, and worked hard with
dignity, until he saw light at the end of the tunnel. His vision
was to help empower India through building institutions of
excellence.
From humble beginnings, Dr. Munjal went on to set-up a
world-class ethical, value-based and professional enterprise
that today employs over 35,000 people; and has verticals
ranging from two-wheelers and cycles to auto parts, from
BPO and financial services to insurance distribution, clean
energy and real estate. Hero Group is now a US$ 5 billion
enterprise, which includes Hero MotoCorp, the World’s largest
two-wheeler manufacturer with operations across continents.
His passion for institution building was not confined to
businesses alone. He built and nurtured a large number of
social enterprises in the realms of adult education, women’s
empowerment, healthcare and education. The trusts that he
set-up now successfully run numerous well-known primary,
secondary, vocational and tertiary education institutes across
multiple states of India. He believed, “there is no greater
investment and no better return than that in education. It
benefits not only an individual but society at large.”
Dr. Brijmohan Lall Munjal was an entrepreneur, philanthropist,
social engineer and above all a humanist, who inspired
millions of people by his exemplary vision. In recognition of
his immense contribution, a very large number of prestigious
awards were bestowed upon him. At Hero MotoCorp, we
are honoured to have been guided by this legend; and will
continue to draw inspiration from his extraordinary life.
HE WAS, AND REMAINS OUR

UNDYING HERO.
D R . B R I J M O H A N L A L L M U N JA L
HERO MOTOCORP LTD. HERO
ANNUAL REPORT 2015-16 FOREVER
REMEMBERING
OUR HERO
2
CORPORATE GOVERNANCE FINANCIAL
OVERVIEW REPORTS STATEMENTS
3
WE MAKE ICONIC PRODUCTS
AND BRANDS.
WE PROVIDE UNIQUE
EXPERIENCES THAT EVOKE
POWERFUL EMOTIONS OF
EMPOWERMENT.
WE INTRODUCE SMARTER
APPROACHES AND GREEN
TECHNOLOGIES IN OUR DESIGN
AND ENGINEERING, BECAUSE
OUR CUSTOMERS ACROSS THE
WORLD DESERVE IT.
FOR OVER THREE DECADES, WE HAVE REACHING OUT TO NEW GEOGRAPHIES

BEEN CONSISTENTLY ASSIGNING THE WITH HIGH BENCHMARKS OF
HIGHEST PRIORITY TO MATTERS THAT DURABILITY, COMFORT, SAFETY,
IMPACT OUR CUSTOMERS’ WELL-BEING EFFICIENCY, FUEL ECONOMY AND
AND QUALITY OF LIFE. AND THAT’S THE AESTHETICS.
STARTING POINT OF EVERY STORY OF
INNOVATION AT HERO. WE OBSERVE GLOBAL TRENDS AND
ASPIRATIONS; INTEGRATE CUSTOMER
INNOVATION FOR US IS ABOUT INSIGHTS INTO OUR THOUGHT PROCESS;
IMPROVING THE MANNER IN WHICH WE DISRUPT MARKETS; AND BUILD BRANDS
FUNCTION. THAT ENJOY A FORMIDABLE FAN
FOLLOWING ACROSS THE WORLD.
IT IS ABOUT HAVING DEEP
DISCUSSIONS WITH CUSTOMERS; AND INNOVATION TAKES US AHEAD, FROM
APPRECIATING THEIR PERSPECTIVES MARKET LEADERSHIP TO THOUGHT
IN AN EVOLVING SOCIETY; ABOUT LEADERSHIP.
REFRESHINGLY
RELEVANT
WE INNOVATE FOR INDIA AND THE WORLD. IT’S BOTH OUR PASSION
AND COMMITMENT, AS THE WORLD’S LARGEST MANUFACTURER OF
TWO-WHEELERS, BASED IN INDIA. OUR AIM IS TO CREATE EXCEPTIONAL
CUSTOMER EXPERIENCES IN WHATEVER WE DO – FROM INSPIRING IDEAS
THAT WE BRING ON BOARD, TO THE PRECISION OF OUR MANUFACTURING,
CULMINATING WITH OUR EXTENSIVE NETWORK ACROSS GEOGRAPHIES.
DI NA S E
D IO EA UR
NT Y
LY
GE EL
AN ASS ID RT
LI T
P W U
NE E N
W
W
T NE S L
M
E SE DIG ONA
W ARA ERS Y
P F P ILIT
O OB ND
M B EYO
GO
WE EM
TH KE
O R K TO MA
I N
WE W DS REMA INDS
BRANVANT IN M
RELE MARKETSDES
AND SS DECA
ACRO
6
VISION GLOBAL LEADERSHIP

The story of Hero Honda began
with a simple vision – that of a
mobile and empowered India,
powered by its bikes. No. 1
TWO-WHEELER COMPANY IN
39%
MARKET SHARE IN THE
The Company’s new identity –
Hero MotoCorp Ltd. – reflects THE WORLD FOR THE 15TH DOMESTIC TWO-WHEELER
its commitment towards CONSECUTIVE YEAR MARKET
providing sturdy and solid
world-class mobility solutions
with a renewed focus on
steadily moving ahead and
expanding the footprint in the
global arena.
30+
YEARS OF EXPERIENCE
52.4%
MARKET SHARE IN THE
OF CATERING TO VARIED DOMESTIC MOTORCYCLE
MISSION CUSTOMER ASPIRATIONS MARKET
Hero MotoCorp’s mission is to IN THE TWO-WHEELER
become a global enterprise INDUSTRY
fulfilling its customers’ needs
and aspirations for mobility,
solidity and sturdiness. We
aim to set benchmarks in
technology, style and quality
to convert its customers into
8.1 Mn units
CUMULATIVE INSTALLED
29
COUNTRY GLOBAL
brand advocates.
CAPACITY ACROSS FIVE PRESENCE
The Company provides an WORLD-CLASS FACILITIES;
engaging environment for its ONE OF THE LARGEST IN
people to perform to their true THE WORLD
potential. It aims to continue
its focus on value creation and
enduring relationships with its
partners.
24+
PRODUCTS COMPRISING 100CC,
7,500+
TEAM MEMBERS,
110CC, 125CC, 150CC, 225CC DRIVING THE LEVERS OF
STRATEGY AND SCOOTER CATEGORY FOR HERO’S PROGRESS
Our key strategies focus on A WIDE CUSTOMER SPECTRUM
ACROSS GENDER 7
building a steady and robust
product portfolio across
categories and explore growth
opportunities globally. We
also seek to continuously
improve upon operational
efficiency, aggressively expand
65 Mn units
CUMULATIVE SALES ACHIEVED
6,000+
PAN-INDIA TOUCH
our customer reach, invest
in brand-building activities SINCE INCEPTION POINTS AND PRESENCE
and ensure customer and IN 100,000+ VILLAGES
shareholder delight.
EXCELLENCE
HAS MULTIPLE
LOCATIONS
1 2
1 4
HARIDWAR NEEMRANA
2.8 Mn units 1.05 Mn units
per annum per annum
2 Global Parts
Centre
8 DHARUHERA
2.1 Mn units 5
per annum
JAIPUR
3
Global Centre of
GURGAON Innovation and
Technology (CIT)
2.1 Mn units
per annum
BIKING WITH
PANACHE
GLOBALLY
25
23 28
26
10 24 30 29
4 5
11 21
6 8 12 17
7
1 22 15 27
3 19 13
14
2 16
9
18 20
AMERICAS AFR
RIC
CA & MID
DDLE
E EAST
T ASIA
A
1 Colombia 12 Nigeria 27 Sri Lanka
2 Peru 13 Kenya 28 Nepal
3 Ecuador 14 Tanzania 29 Bangladesh
4 Guatemala 15 Uganda
5 Honduras 16 Angola 30 India
6 El Salvador 17 Ethiopia
7 Costa Rica 18 Mozambique
8 Panama 19 Democratic Republic of Congo
9 Bolivia 20 Madagascar
10 Dominican Republic 21 Burkina Faso
11 Nicaragua 22 Ivory Coast
9
23 Iran
24 United Arab Emirates
1
25 Turkey
26 Egypt
VILLA RICA, COLOMBIA
80,000 units
per annum
REVISITING EVENTFUL
QUARTERS
APRIL 2015 –
JUNE 2015
1
Mr. Pawan Munjal was elevated to the position of
Chairman of Hero MotoCorp Ltd.
Launched two new models - 'Passion Pro and Xtreme
Sports'
Online Platform - Within few months, we sold over Became the title sponsor of ‘Hero Caribbean Premier
100,000 two-wheelers through our tie-up with League’ T20 tournament
Snapdeal
JULY 2015 –
SEPTEMBER 2015
10
2
Commenced operations at our first overseas Splendor crossed yet another milestone by surpassing 25
manufacturing facility at Villa Rica, Colombia million (2.5 crores) units mark in cumulative sales since
its launch in 1994
Became the title sponsor of the 2015 Men’s ‘Hero Hockey
World League Final’
OCTOBER 2015 –
DECEMBER 2015
3
Launched two new scooters – the 'Maestro Edge and Duet'; our
first products developed by the in-house
R&D team
Consolidated our leadership by clocking 1 million units in retail

sales during 35-day festive period
Launched 'Splendor Pro' in its new avatar
Hosted the prestigious ‘Hero World Challenge’, along with the

Tiger Woods Foundation, held in the Bahamas in December 2015
JANUARY 2016 –
MARCH 2016
4
REINFORCING LEADERSHIP
IN FY 2015-16
Sold 6,632,322 units of two-wheelers
during FY 2015-16
Gained significant traction in the 125cc

Awarded the TIME India 'Manufacturing Innovator of the
segment with our 'Super Splendor and
Year 2016' Glamour' brands; and maintained our
leadership in this segment;
Commenced operations of our ‘Centre of Innovation and
Technology’ (CIT) in Jaipur, Rajasthan Set yet another benchmark by
exceeding the landmark of 6-lakh+
Unveiled an exciting new range of two-wheelers at the monthly sales thrice in a single
Auto Expo- 2016, showcasing directional guidance to financial year – March, 2016
future products through 'Splendor iSmart 110CC, Xtreme (606,542), October, 2015 (639,802) and
200S, XF3R and Duet E' September, 2015 (606,744)
Won the best two-wheeler pavilion award at the CNB Auto

Expo Awards for the second consecutive year
KEY PERFORMANCE
INDICATORS
PRODUCT SALES TOTAL NET INCOME

(NUMBER OF UNITS) (` IN CRORES)
FY 2015-16 6,632,322 FY 2015-16 28,990
FY 2014-15 6,631,826 FY 2014-15 28,078
FY 2013-14 6,245,960 FY 2013-14 25,722
FY 2012-13 6,075,583 FY 2012-13 24,166
FY 2011-12 6,235,205 FY 2011-12 23,944
0.01% Y-O-Y GROWTH 3.2% Y-O-Y GROWTH

4.2% 5-YEAR CAGR 8.0% 5-YEAR CAGR
PROFIT AFTER TAX (PAT) EARNINGS PER SHARE

(` IN CRORES) (`)
FY 2015-16 3,132 FY 2015-16 156.9
FY 2014-15 2,386 FY 2014-15 119.5
FY 2013-14 2,109 FY 2013-14 105.6
FY 2012-13 2,118 FY 2012-13 106.1
FY 2011-12 2,378 FY 2011-12 119.1

10.2% 5-YEAR CAGR 10.2% 5-YEAR CAGR
RETURN ON AVERAGE
GROSS BLOCK CAPITAL EMPLOYED
(`) (%)
FY 2015-16 9,397 FY 2015-16 60.7
FY 2014-15 8,114 FY 2014-15 57.4
FY 2013-14 6,909 FY 2013-14 52.7
FY 2012-13 6,685 FY 2012-13 47.8
FY 2011-12 6,308 FY 2011-12 58.9
12
ECONOMIC VALUE ADDED (EVA) DIVIDEND PER SHARE

(` IN CRORES) (`)
FY 2015-16 1,781 FY 2015-16 72
FY 2014-15 1,393 FY 2014-15 60
FY 2013-14 1,228 FY 2013-14 65
FY 2012-13 1,334 FY 2012-13 60
FY 2011-12 1,677 FY 2011-12 45
DISTRIBUTION OF REVENUE, DISTRIBUTION OF REVENUE,

FY 2014-15 FY 2015-16
Particulars ` Crores % Particulars ` Crores %

Materials 19,754 66.3 Materials 19,315 61.8
Operations & Other Expenses 3,271 11.0 Operations & Other Expenses 3,518 11.3
Taxes & Duties 2,661 8.9 Taxes & Duties 3,520 11.3
Employees 1,173 4.0 Employees 1,320 4.2
Interest 11 0.0 Interest 2 0.0
Depreciation 540 1.8 Depreciation 441 1.4
Shareholders and Reserves 2,386 8.0 Shareholders and Reserves 3,132 10.0
& Surplus & Surplus
Total 29,796 100.0 Total 31,248 100.0
KEY FINANCIAL RATIOS

2013-14 2014-15 2015-16
PE ratio 21.5 22.1 18.8
Current ratio 0.8 0.9 0.8
13
EQUITY SHARE INFORMATION
Market Capitalisation (31st March, 2016): ` 58,823 Crores
Proposed Dividend: ` 32 per share (Face value ` 2)
Promoters Holding: 34.64%
National Stock Exchange (NSE): HEROMOTOCO
Bombay Stock Exchange (BSE): 500182
Bloomberg Code: HMCL:IB (BSE) | HMCL: IS (NSE)
MESSAGE FROM
THE CHAIRMAN
14
A LA
ANDM
MARK
K YEA
AR
Dr. Brijmohan Lall will continue India undoubtedly shines as one bright government has helped the spirit of
to be a beacon for India. Bearing star amidst this global turmoil. With a entrepreneurship and innovation.
his philosophies, our company stable government, a well-established
has remained the world’s largest democratic political system, an In a nutshell, by eliminating the ‘license
two-wheeler manufacturer for 15 impartial judiciary, a rapidly growing raj,’ the economic reforms of 1991
consecutive years. Hero’s extended economy, a vibrant middle class and helped liberalise and unshackle the
family of loyal and committed supply the ever-powerful ‘Indian intellect,’ our Indian economy, enabling all of us to
chain partners is a legacy of his values country enjoys a unique advantage over think bold and dream big.
and work ethics. We, at Hero MotoCorp, others to emerge as a global power in
are determined to uphold and grow this the next decade. Moreover, the current government at
rich legacy. the Centre has unleashed the much
This year also marks the 25th year of needed ‘second wave’ of reforms,
INDIAN ECONOMY AND India’s economic liberalisation. The
providing a strong fillip to the agenda
BUSINESS ENVIRONMENT impact of those reforms has been
of growth and development. With Prime 15
The world is passing through uncertain so profound that the India of today is
Minister Shri Narendra Modi’s ‘Make
times. Across the globe, socio-political completely unrecognisable from the
in India’ initiative, the country will be
turmoil and economic volatility are India of 1991.
led into an era of a ‘manufacturing
almost impossible to avoid. The ongoing
refugee crisis in Europe; Brexit in UK, Allowing Foreign Direct Investment revolution.’ Because of these
the bitterly-fought Presidential election (FDI) in various sectors was one transformations, now is one of the best
in the US; and the currency crisis in significant aspect of the reforms that times to do business in India and ‘from
Latin America and Africa – have all has had a considerably positive impact India.’
contributed towards creating a lot of on the economy. It not only turned
uncertainties across the globe. India into a true free-market economy, Indeed, we all, at Hero MotoCorp, have
but also ‘opened’ the country to the come a long way since. Today our
The accelerating pace of change is an world. The growth and expansion of the Company has more than 65 million
everyday reality and Hero MotoCorp Information Technology (IT) industry satisfied customers worldwide, and has
remains cognizant of the changing in India is an outstanding example created many iconic brands and created
world. of how the privatisation policy of the huge value for all stakeholders.
PROFIT AFTER TAX (PAT) MARKET CAPITALISATION

(` IN CRORES) (` IN CRORES)
FY 2015-16 3,132 FY 2015-16 58,823
FY 2014-15 2,386 FY 2014-15 52,714
GLORIOUS FIVE YEARS OF Our Centre of Innovation and

SOLO JOURNEY Technology (CIT), the core of Hero’s
The Indian economy faces internal research and development, began
challenges that are inevitable in such a operating in March 2016. The CIT is
large and diverse country as ours. The a one-of-its-kind facility housing all
domestic automotive industry, which is aspects of research, development and
a significant contributor to the Indian testing capabilities under one roof. With
economy, has not remained immune to a team of highly talented engineers
these challenges. As a result, the two- drawn from within the country and
wheeler industry has gone through a from around the world, the CIT will be
sluggish phase for the past few years. the origin of all future products and
technologies from Hero MotoCorp.
Despite the adverse environment,
our company has maintained its In September 2015, our company
market leadership, staving off intense established its first overseas facility
competition. The conclusion of in Colombia in an effort to expand
FY 2015-16 marked the completion our manufacturing base. In the
of five years of our solo journey. process, Hero became the first Indian
During this time period, our company two-wheeler company to have a
AWARDED THE TIME INDIA 'MANUFACTURING
has proven its inherent capabilities manufacturing facility in Latin America. INNOVATOR OF THE YEAR 2016'
and resilience to not just retain its This facility will also act as an exports
leadership at home, but also transform hub for the Andean countries. During
itself into a global automotive player the year, Hero MotoCorp has also
with robust in-house research, design expanded its global presence to
and development capabilities. 32 countries across Asia, Africa and
South and Central America.
Hero MotoCorp is already a global
leader in developing energy-efficient This fiscal year also marks two very
mobility solutions. Be it through our significant milestones in Hero’s solo
Garden Factory at Neemrana or the journey as a company. Firstly, in
fuel-efficient i3S technology, we have October 2015, Hero introduced the
set global benchmarks in promoting Maestro Edge and Duet scooters -
environment-friendly manufacturing. the very first products to have been
For carving out a distinctive niche completely designed and developed by
16
in building sustainable platforms our in-house R&D team. Attractively
for future growth, Hero MotoCorp designed with contemporary styling and
was bestowed with the coveted loaded with a host of unique features,
‘Manufacturing Innovator of the Year’ Maestro Edge and Duet have been well
award at the inaugural TIME India received by customers, helping our
Awards. company increase its market share in
the scooter segment.
It was indeed a great privilege to
receive the award from the Honorable Secondly, in February 2016, during
Prime Minister, Shri Narendra Modi at the Auto Expo, we showcased another
the ‘Make in India Week’. one of our new innovations, Splendor
iSmart 110 - the first motorcycle to CENTRE OF INNOVATION AND TECHNOLOGY (CIT)
have been designed and developed generation technologies

olog
ol
logiies to stay ahead by the government and the Pay
completely in-house by Hero R&D. of the curve, so that our company is Commission payout are expected to
Splendor iSmart 110 has already future-ready. further support the market growth this
received a positive initial response year. With a large distribution network
in the market. At the same time, Hero continues to across the country, huge brand equity
engage with our customers across and trust of customers, our company is
With the launch of these three all-new urban and rural markets. Our innovative well poised to leverage these positive
products - the Maestro Edge, the Duet rural initiative ‘Har Gaon Har Aangan’ sentiments.
and the Splendor iSmart 110 - our (Every Village Every Household) has
company has now proven its technology been one of the most successful rural As the Chairman, I promise to continue
capabilities to develop world-class customer engagement programmes, to uphold the value system that binds
products fit for the global audience. and will continue to give us the the large Hero family together. We at
competitive edge in the domestic Hero remain proud of our brand and
…AND THE EXCITING ROAD market. Considering the low two- strong equity with our employees,
AHEAD wheeler penetration in the country, our customers and shareholders. We
Having laid a strong platform of company sees a tremendous growth will continue to lead with innovative
technology and production capabilities, potential for many years to come. products, expand geographically to
our aim now is to further expand our develop our brand globally while
portfolio and develop technologies that Despite the current headwinds in continuing to provide superior returns
will have a positive and sustainable several markets across Latin America to our shareholders.
impact on the world. and Africa, we will continue to expand
our footprint in the global markets. On behalf of everyone at Hero
The road ahead is indeed challenging, Our upcoming manufacturing facility MotoCorp, I thank each one of you
yet Hero has proven time and again in Bangladesh, which will become – our valued shareholders, dealers,
that we are able to turn adversity into operational this fiscal year, is set to be ancillaries, vendors, employees
opportunity. We are currently working yet another important milestone in our including workmen and our customers
on developing a series of new products global journey. in India and across the globe for your
across multiple segments, including continued support and faith in us.
those in the premium space. We are The domestic market continues to
also working on developing next be sluggish due to various factors. Pawan Munjal
However, positive forces such as Chairman, Managing Director and
the above-average monsoons, the Chief Executive Officer
increased spend on infrastructure
17
DUET MAESTRO EDGE

WE INNOVATE TO BUILD A ROBUST PRODUCT
PORTFOLIO ACROSS CATEGORIES, EXPLORE GROWTH
OPPORTUNITIES GLOBALLY, TO EXPLORE AND
TO IMPROVE OUR OPERATIONAL EFFICIENCY, AND
TO EXPAND OUR REACH TO CUSTOMERS. WE ALSO
CONSISTENTLY INVEST IN REINFORCING THE BRAND
HERO THAT CUSTOMERS AND STAKEHOLDERS LOVE
TO ASSOCIATE WITH.
INNOVATE IN INDIA
FOR THE WORLD
Our ‘Global Centre of Innovation and Technology’ (CIT) at Jaipur, Rajasthan
was commissioned during the year. Built with an investment of ` 850 crores,
the CIT is a reinforcement of our commitment to innovate sustainable mobility
solutions. With the CIT now operational, we have the advanced infrastructure
and relevant talent pool to cater to national and international markets through
indigenous manufacturing capabilities.
CIT houses the best global technologies in product design of its efforts, the Centre was granted Platinum rating by
& development, testing and validation. Home to over 500 the Indian Green Building Council (IGBC). It is the highest
automotive experts with global and regional expertise, the rated facility in India’s manufacturing sector. Designed
operations at CIT is led by Dr. Markus Braunsperger, Chief by international architects and design consortium, CIT
Technology Officer. Dr. Braunsperger brings with him maintains highest ecological standards.
wealth of experience in the auto industry in international
markets. Within a few years of commencing our solo journey, we have
significantly scaled up our in-house R&D capabilities to
In line with our commitment to create a sustainable future, develop consumer-oriented and market-relevant products.
CIT has imbibed advanced green technologies into its We have already established the credentials of our R&D
design, ensuring eco-friendly operations. As a recognition function with the successful launch of Maestro Edge and
Duet scooters.
20
ADVANCED SIMULATION
The CIT has a world-class
16-kilometre-long test track with
45 different surfaces to simulate
real-world road conditions, both
Indian and global.
GREEN TECHNOLOGIES AT CIT LABORATORIES, STUDIOS AND TESTING

The11-storey ‘Iconic Tower’ designed in a manner that FACILITIES AT CIT
each floor plate orientation is different to have maximum Multiple laboratories for part, function and vehicle
view and light verification and validation include:
Material testing | Components/system performance
Highest level of water and energy optimisation through and simulation | Part level durability | Vehicle
design innovation performance and durability | Noise vibration
harshness (NVH) | Chassis/transient/engine
dynamo-meters | Anechoic chamber | Road simulator
Orientation of the buildings aligned with the wind (two posture rig) | Electro Magnetic Compatibility
direction, thus ensuring natural ventilation and reduced (EMC) and ESA Lab
load on cooling systems
Concept design studios equipped with latest design
Advanced ‘Big Foot’ air handlers software and clay modelling/milling facility
22 water bodies created at site to ensure maximum Test tracks to simulate all Indian and international
recharge through rainwater harvesting road conditions
Distinct 'Green Machine' concept in the boulevard area Fully-equipped design office having latest simulation
- Special Flex piping concealed within the boulevard software
flooring and integrated with ‘Big Foot’ handlers, reduces
the load on cooling systems
21
OUR NEW R&D ECOSYSTEM IS

EQUIPPED WITH ADVANCED
DESIGN AND ENGINEERING
CAPABILITIES. IT WILL HELP
US BUILD PRODUCTS THAT
WILL STAND OUT FROM THE
CROWD AND PEOPLE WILL
LOVE TO RIDE. IN A WAY, IT’S
LIKE TAKING THE FASTEST
LANE TO THE FUTURE.
22
COUNTLESS IDEAS. HOURS OF RESEARCH, TESTING

AND DEEP DISCUSSIONS. THE OUTCOME: TWO
NEW SCOOTERS, HERO DUET AND HERO MAESTRO
EDGE, THE FIRST OF THE PRODUCTS COMPLETELY
DESIGNED AND DEVELOPED BY THE IN-HOUSE R&D
TEAM OF HERO MOTOCORP.
MAESTRO EDGE
The all-new 110cc Maestro Edge is
a premium product, making a bold
statement with dynamic design and
features. The scooter comes with
unique features, such as digital
analogue meter console, external
fuel filling, European switches,
titanium muffler cover and protector
further add to the style quotient.
This scooter made its global debut
recently in Colombia (named
Dash for that market), during the
inauguration of Hero’s first overseas
manufacturing facility.
1 lakh
MAESTRO EDGE AND DUET
HAVE BEEN TWO OF OUR MOST
SUCCESSFUL LAUNCHES; WE
HAVE ALREADY SOLD OVER
1 LAKH UNITS OF EACH PRODUCT
AS ON 31ST MARCH, 2016
23
DUET
The attractive 110cc Duet comes with
a metal body, making it sturdy and
durable. Designed for a wide customer
spectrum, its features (under-seat
mobile charging port, remote seat
opening, remote fuel-lid opening, among
others) ensure a great riding experience.
Both these scooters offer multiple safety

and convenience features, including side
stand indicator, front luggage box, boot
light and throttle position sensor (TPS).
AT HERO, OUR FOCUS IS ON CREATING

INTELLIGENT AND INTUITIVE WORLD-
CLASS PRODUCTS. WE ARE USHERING IN
AN ERA OF GREEN MANUFACTURING AND
DEVELOPING FUTURISTIC SOLUTIONS FOR
A SUSTAINABLE FUTURE.
Best
Pavilion
FOCUSED ON WE WERE AWARDED THE 'BEST PAVILION IN
TWO-WHEELER AWARD CATEGORY' DURING
‘GREENOVATION’ AUTO EXPO AWARDS FOR EXCELLENCE 2016'.
24
During FY 2015-16, we participated in the 16th Auto Expo shape of a heart, multiple screens of the ‘Digital Heart’ were
in New Delhi with the theme ‘Greenovation’, reiterating continuously refreshed to show the latest content throughout
our commitment to develop innovative technologies for a the day.
sustainable future.
The pavilion also offered numerous engagement opportunities
The highlight of the Hero Greenovation pavilion was a ‘Green for visitors, making the time spent at the Hero stall a
Wall’ consisting of over 8,000 live plants. It was a replica of the memorable one. Besides, there were stunt zones, wheelie
wall at our Garden Factory (Manufacturing Plant) in Neemrana, machines, RFID integrations, Instagram anti-gravity booth
Rajasthan, which generates oxygen equivalent to the daily and 360-degree immersive video experiences at the stall. We
requirement of 3,700 people. unveiled an exciting new range of products and concepts at the
Auto Expo. We also showcased two new products, new Splendor
Our pavilion displayed interesting thoughts and selfies of our iSmart 110 and Xtreme 200 S as well as two concept vehicles;
customers and fans, who are our real ‘Hero’. Formed in the XF3R and Duet E.
SPLENDOR
The Splendor iSmart 110 is the first motorcycle
developed entirely by our in-house R&D team. This bike
is powered by new engine chassis and frame. With i3S
technology at its core, the bike is loaded with smart
features to make the riding experience more enjoyable.
iSMART 110
The new avatar of the bike is designed with a combination of muscular
shoulders and chiselled waistline. The crisp, clean and contemporary
look of the bike, along with enhanced performance will take the legacy
of the world's largest selling motorcycle forward.
XTREME
200 S Showcasing a directional guidance to future products
in the premium category, we unveiled the new Xtreme
200 S during the year. With rear mono suspension
and modern safety features like ABS, Xtreme 200 S ensures
enhanced performance. The youthful appeal of Xtreme 200
S is further accentuated by aggressive styling elements. The
compact packaging of mechanical elements like mono-shock,
engine, footrest and muffler cover at the bottom denote weight
concentration at the base, further enhancing the formidable
look of the motorcycle.
XF3R Providing a glimpse into the future of Hero’s

design and development philosophy for
performance bikes is the ‘Design Concept
Vehicle’ – XF3R. Based on the concept of ‘Born to be Wild’, the
XF3R is a Street Fighter motorcycle, with attractive design,
powerful styling, and a mid-segment, high performance engine.
A combination of power and aggression, dynamic stance and
grounded core gives the bike an edge over other bikes in this
segment. The balance of form and function is the essence of
XF3R, which will be reflected in future products in this category.
DUET E Duet E is an electric scooter concept

aimed at providing a comfortable,
convenient and environment-friendly
25
commuting option to discerning riders. It highlights our
commitment to providing future-ready mobility solutions,
based on alternative energy sources.
Our R&D team has come up with a new design for an electric
vehicle, perfectly suited for intercity commute. The scooter’s
aesthetics combine a white colour with flowing green graphics
to give elegant and soothing overtones.
The scooter is created in keeping with the smart mobility

needs of the future.
FROM SMALL
TOWNS TO
BIG CITIES.
FOR OVER THREE DECADES, WE HAVE
EARNED THE TRUST OF MILLIONS OF
CUSTOMERS WORLDWIDE. WE ARE
NOW EXTENDING OUR MANUFACTURING
OPERATIONS BEYOND INDIA;
FIRST GLOBAL FACILITY INTRODUCING SPECIFIC PRODUCTS FOR
During FY 2015-16, Hero MotoCorp’s first overseas
SELECT GEOGRAPHIES; AND REACHING
manufacturing facility in Villa Rica near Cali in Colombia
NEW MARKETS AND MILESTONES.
became operational. This plant will act as a hub for exports
to the Andean countries.
ACROSS
Spread over 17 acres at the Parque Sur free-trade zone at
Villa Rica in the state of Cauca, the plant will have an initial
production capacity of 80,000 units per annum, which will
be expanded to produce 150,000 units annually, in the next
CONTINENTS
phase. The plant, built at a project
cost of US$ 70 million, will generate
employment opportunities for local
citizens, and contribute to the overall
AND TIME
development of the economy. The
launch was attended by Honourable
President of the Republic of Colombia, Senor Juan Manuel
Santos, members of the government of Colombia,
ZONES.
Mr. Pawan Munjal and leadership team of HMCL among others.
With the commencement of operations at the manufacturing

plant in Colombia, Hero MotoCorp has become the first Indian
two-wheeler manufacturer to set-up a manufacturing plant in
Latin America.
26
PRESIDENT OF COLOMBIA INAUGURATING HERO

MOTOCORP’S FIRST OVERSEAS PLANT AT COLOMBIA
BANGLADESH PLANT LATIN AMERICA

Our Bangladesh plant facility, which we are building in joint We saw growth across Guatemala, El Salvador, Nicaragua,
venture (JV) with ‘Nitol Niloy Group’ of Bangladesh, is progressing Honduras, Costa Rica, Peru and Colombia, and this growth is
well. We are using best-in-class technology and a long-term expected to continue in FY 2016-17 as well. The consolidation of
investment commitment for US$ 40 million. The plant will have manufacturing operations and network growth should lead to
an annual capacity of 150,000 units. greater volumes coming from Colombia.
At present, we are catering to Bangladesh through exports.

We have already launched 12 popular motorcycles and scooters, OTHER MAJOR INITIATIVES
marketed through 195 outlets. Besides, we offer five-year
warranty on all products – a ‘first’ in Bangladesh. FIVE-YEAR WARRANTY IN TURKEY
We became the first two-wheeler company in Turkey to offer a
five-year warranty. This warranty will be offered on five Hero
products, namely Karizma R, Hunk, Thriller Sports and the two
newly-launched scooters – Dash and Duet.
MOTOR SHOWS
NADA Motor Show: Held in Kathmandu, the motor show saw
a footfall of 50,000+ people spanning over five days, which
had participation from major two-wheeler and four-wheeler
automobile companies.
Colombo Motor show: The event saw a footfall of over 40,000+

people. Our key models such as Dash scooter, received excellent
feedback and Xtreme Sports stunt show was a showstopper at
the event.
Istanbul Motor show: Five new models, Dash, Duet, Xtreme

Sports, Hunk and Karizma R, were showcased to the public in
the motor show. The show witnessed a footfall of over 120,000
people. Our stall was adjudged the ‘Best stall of the show’.
Top-of-the-
MARKET-WISE HIGHLIGHTS, FY 2015-16
During FY 2015-16, we consolidated our position in existing
markets; and also forayed into underpenetrated regions.
mind recall
HERO HAS THE HIGHEST UNAIDED BRAND
RECALL IN NEPAL (100%) AND SRI LANKA (88%)
SOUTH ASIA AND ENJOYS AROUND 89% UNAIDED BRAND
Nepal and Sri Lanka witnessed a distinct shift towards scooters. AWARENESS IN BANGLADESH; ACCORDING TO
Our new scooter launches helped gain market share from other A BRAND AWARENESS STUDY CONDUCTED IN
market players. Going forward, we aim to further enhance our THESE SOUTH ASIAN MARKETS.
market share with our focus on scooters in Sri Lanka and Nepal.
Our new plant in Bangladesh, slated to become operational in the
second half of FY 2016-17, will be a boost for our further growth
27
in the country.
AFRICA
We have designed three motorcycles, Dawn 100, Dawn 125 and TOTAL GLOBAL SALES GROWTH
Dawn 150, tailored to suit the African conditions. These products (NO. OF UNITS)
are slated to be available in the markets in FY 2016-17.
Entering new markets such as Nigeria and brand building in FY 2015-16 210,409
western Africa, will be our focus in FY 2016-17. FY 2014-15 200,140
MIDDLE EAST
Our Company has performed well in this region with volumes
5% GROWTH
more than doubling during the year. This momentum is expected
to continue in FY 2016-17, with focus on developing specific
markets such as Iran.
INNOVATION
HAS ARRIVED
IN STYLE
MAESTRO EDGE
DUET
28
PLEASURE
KARIZMA ZMR
HUNK
PASSION PRO
SPLENDOR iSMART 110
29
SPLENDOR PLUS
XTREME SPORTS
MAESTRO EDGE
Maestro Edge is positioned as a premium scooter
for young men. Our campaign ‘Feel the Josh’
brings to life the distinct and innovative positioning
for Maestro Edge in line with its features, styling
and premium pricing. Scooters generally miss the
appeal and charisma that motorcycle genetically
commands. We disrupted the market with a unique
pitch – ‘how to bring the soul of a motorcycle in a
body of a scooter’. Maestro Edge emerged as the
Most Awarded Scooter of the Year 2015.
DUET
Duet is positioned as a unisex scooter.
The campaign ‘India Ki Nayi Ummeed’
captures the language of the neo
progressive Indian. It brings to life
the stories of advancements and
achievements of the masses, in their
everyday life.
30
PLEASURE ka Yarana’ further strengthened its XTREME SPORTS

Pleasure was revamped with an position. Set against a hummable track, To consolidate our position in the
improved engine that delivered more the campaign shows how Splendor’s premium segment, we launched the
mileage, better drivability and improved mileage is strengthening familial bonds. Xtreme Sports campaign in select
pick-up. markets of West Bengal and Odisha.
HF DELUXE – TREE OF LIGHT Considering our strong brand equity,
RIDE2PARTY (FOR MAESTRO HF Deluxe is positioned as a bike for East Zone was well poised for the
& PLEASURE) new and progressive Indians – ‘Naye launch of the campaign.
We executed the first-time pan-India Indian ki Deluxe Bike’. The new ‘tree
ride campaign for the duo – Maestro of light’ campaign showcases the
and Pleasure. The event was promoted indomitable spirit of the new Indian,
through TV, print, digital and radio whose feet is on the ground and eyes
platforms. In the activation finale, over are on the sky.
100 lucky winners got a chance to meet
the young heartthrobs of the nation –
Ranbir Kapoor and Alia Bhatt.
SPLENDOR PRO – MILON KA

YARANA
Known for its legendary mileage,
Splendor’s relationship with its
customers goes beyond generations.
This brand’s new campaign, ‘Milon
31
INVESTING IN THE
COMMUNITY
WE BELIEVE COMMUNIITY WELLBEEING IS THE
E
BEDROCK OF SUSTAINAABLE BUSIN
NESSES.
WE PARTNEER WITH STA
AKEHOLDER RS TO
HELP BRING
G LASTING SOCIETAL CHANGE.
32
WE CARE Programmes on empowerment Programmes on using digital

We Care is our CSR umbrella under of girls through education are platform to promote awareness on
which we operate our flagship conducted under the umbrella social issues are undertaken through
programmes: Hamari Pari and Educate to Digi Aware initiative
Empower [E2]
Road safety awareness programmes
are undertaken under ‘Ride Safe Programmes on clean and green
India’ India are undertaken through Happy
Earth initiative
HAMARI PARI AND EDUCATE TO EMPOWER [E2]

During FY 2015-16, we launched the ‘Hamari Pari’ initiative to recognise the
potential of young girls and help fulfil their dreams for a brighter future. Along with
this, we introduced another programme, ‘Educate to Empower [E2]’ to promote
education, with primary focus on girls. This initiative emphasises on improving the
quality of education, thereby increasing enrolment in schools.
MAJOR HIGHLIGHTS, FY 2015-16
Counselled 9,330 girls in Punjab Supported 517 girls by distributing Provided three-year educational
and Rajasthan under EduConnect books at Shishu Shiksha Sadan support to 10 girls at Haridwar via
and Hamari Pari programme to Balika School, Allahabad ‘Room To Read’
help them choose the right career
path Benefited 125 girls through Step Distributed 9,235 books to
Up Samarth programmes in underprivileged children through a
Benefited 6,240 girls in Andhra Dharuhera, Haryana book-collection drive
Pradesh and Delhi through
programmes related to overall Helped 96 girls at Matra Anchal Stocked 651 engaging books in a
development, with focus on Girls Hostel, Haridwar, through unique library by Room To Read at
education, health and hygiene building an additional floor government schools
Enrolled 8,222 children in schools Enrolled 30 women in Skill Sensitised people on gender parity
across Andhra Pradesh, Bihar and Development Centre for beautician through Hamari Pari video, which
Odisha and tailoring courses recorded 28 lakh views
Benefited 2,707 girls through Hero Distributed scholarships to eight

‘Mobile Science Lab’ project underprivileged girls for studying
at BML University, Gurgaon
RIDE SAFE
Road safety has been one of our core MAJOR HIGHLIGHTS, FY 2015-16
focus areas. We have been engaging 22,150 individual received our
in multiple activities to promote road 98,065 individuals, including message of safe riding through
safety by addressing issues that lead students, teachers, law 252 rallies and safety walks
to accidents. Last year, we initiated enforcement agents and Hero
Ride Safe India as a flagship CSR customers participated in the 1,913 activities were conducted
programme. Within a year of its launch, safe riding programme at our during the Safety Week
the programme achieved recognition Traffic Training Parks
from the Ministry of Road Transport 264 students from six schools
& Highways, Government of India. Sensitised 39,046 students were enrolled to form Student
and general public during the Police Cadets (SPCs)
National Road Safety Week
33
COMMUNITY DEVELOPMENT
Besides our flagship programmes, villages, distribute books and clothes,
we support the communities through install drinking-water facilities, conduct
various need-based activities. We skill-development workshops for
organise health camps and eye-care women, and provide assistance during
camps, promote animal welfare at natural calamities.
MAJOR HIGHLIGHTS, FY 2015-16
Benefited 20,000 people by Covered 588 students and Installed 9 Trees of Light in
providing aid to Tamil Nadu flood 26 staff members under 5S government schools
34
victims awareness programme
Built 1 basketball ground for a
Benefited 16,516 people at Benefited 535 homeless people government school in Dharuhera
various villages through multiple through our Winter Night Rescue
activities including health camps, Mission Installed 1 drinking-water
farm-management and skill- purification machine at a school in
development workshops, and Gave 66 motorcycles to forest Nagpur
animal camps department through World
Wildlife Fund (WWF)
Collected 3,000 kilograms of
clothes and distributed them to Distributed study material to 10
people in need schools in NCR; and they also
received a building makeover
98,065
Participants in Ride Safe India
30,369
Beneficiaries of Hamari Pari and E2
1.6 lakh
Plantations done and 82 toilets
44,968
Beneficiaries of our community
built under Happy Earth initiatives
AWARDED FOR OUR EFFORTS

During the year, we received multiple awards for our CSR initiatives:
FIVE AWARDS AT WORLD CSR FIVE AWARDS AT GOLDEN GLOBE

DAY, MUMBAI - FEBRUARY 2016 TIGERS CONFERENCE IN MALAYSIA,
APRIL 2016
Best use of CSR Practices in
Automobile Sector Best Green Organisation of the year
35
Best Environment Friendly Best Environment friendly project
Project
Outstanding contribution in
Best Initiative for Community CSR - Corporate segment
Awareness
Best CSR practices
Best CIO - for most innovative
way of working on CSR CSR Leadership Award
Top 100 Most Impactful CSR

Leaders in World
AWARDS AND
ACCOLADES
WE RECEIVED THE COVETED TIME INDIA

36 ‘MANUFACTURING INNOVATOR OF THE YEAR’
AWARD
AT THE INAUGURAL TIME INDIA AWARDS. HONOURABLE
PRIME MINISTER OF INDIA, SHRI NARENDRA MODI
PRESENTED THE AWARD TO MR. PAWAN MUNJAL,
CHAIRMAN, MANAGING DIRECTOR AND CHIEF EXECUTIVE
OFFICER, HERO MOTOCORP AT A GLITTERING CEREMONY IN
MUMBAI ON FEBRUARY 13, 2016, AS PART OF THE 'MAKE IN
INDIA WEEK'.
37
BOARD OF
DIRECTORS
5 6 7 8 9 10 11
1 2 3 4
1 2 3
GEN
N. (RE
ETD..) V. P. MALIIK MR.. PRA
ADEE
EP DIINO
ODIA
A MR.. PA
PAW
WAN MUN
NJAL
L
NON-EXECUTIVE & NON-EXECUTIVE & CHAIRMAN,
INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR MANAGING DIRECTOR & CEO
38 4 5 6
MS.. SHO
OBAN
NA KAM
MINE
ENI DR.. ANA
AND C. BU
URMAN
N MR.. PA
PAU
UL ED
DGER
RLEY
Y
NON-EXECUTIVE & NON-EXECUTIVE & NON-EXECUTIVE
INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR DIRECTOR
7 8 9
MR.. RAV
VI NA
ATH MR.. M. DAMOD
DARA
AN MR.. SUN
NIL
L KANT
T MUNJ
JAL
NON-EXECUTIVE & NON-EXECUTIVE & JT. MANAGING
INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR DIRECTOR
10 11
MR.. SUM
MAN KA
ANT MU
UNJA
AL DR.. PR
RIT
TAM SING
GH
NON-EXECUTIVE NON-EXECUTIVE &
DIRECTOR INDEPENDENT DIRECTOR
LEADERSHIP
TEAM
Mr. Saanjjayy Bhaan Mr. Raajaat Bharggavaa Mr. Asshook Bhhasinn Dr. Maarkkuss Braaunnspperggerr
Head - Parts Business Head - Strategy & Head - Sales, Marketing & Chief Technology Officer
Performance Transformation Customer Care (SMCC)
Mr. Saanjjayy Jorrappurr Mr. Vikkraam S. Kassbekkarr Mr. Deeeppakk Mokaashhi Mr. Maaloo Le Maasssonn
Chief Human Resources Officer Head of Operations Head – Global Business Head - Global Product Planning
& Supply Chain
39
Mr. Neeerrajj Matthuur Mr. Vijjayy Setthi Mr. Haarjeeet Sinnghh Mr. Raavi Sudd
Head - Strategic Sourcing Chief Information Officer Head - Global Regulatory - Chief Financial Officer
& Supply Chain & Head CSR Technical
TEN-YEAR FINANCIAL
PERFORMANCE
SALES
3,336,756
3,337,142
3,722,000
4,600,130
5,402,444
6,235,205
6,075,583
6,245,960
6,631,826
6,632,322
(NOS.)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
GROWTH (%) 11.2 0.01 11.5 23.6 17.4 15.4 (2.6) 2.8 6.2 0.01
CAGR (%) 18.5 14.7 12.4 11.9 12.5 13.3 12.7 10.9 7.6 4.2
TOTAL IN
NCOME
10,090
10,517
12,565
16,099
19,688
23,944
24,166
25,722
28,078
28,990
(` IN CRORES)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
GROWTH (%) 13.7 4.2 19.5 28.1 22.3 21.6 0.9 6.4 9.2 3.2
CAGR (%) 17.3 15.1 15.9 16.3 17.3 18.9 18.1 15.4 11.8 8.0
NET SALES
9,900
10,332
12,319
15,758
19,245
23,368
23,583
25,125
27,351
28,160
(` IN CRORES)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
GROWTH (%) 13.6 4.4 19.2 27.9 22.1 21.4 0.9 6.5 8.9 3.0
CAGR (%) 17.3 15.2 16.1 16.3 17.2 18.7 17.9 15.3 11.7 7.9
PROFIT BEFORE
1,246
1,410
1,781
2,832
2,485
2,865
2,529
2,867
3,484
4,395
EXCEPTIOONAL
IT
TEM
M & TAX
(` IN CRORES)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
GROWTH (%) (11.8) 13.2 26.3 59.0 (12.3) 15.3 (11.7) 13.4 21.5 26.1
CAGR (%) 12.4 9.8 10.7 18.4 12.0 18.1 12.4 10.0 4.2 12.1
PROFIT
1,246
1,410
1,781
2,832
2,405
2,865
2,529
2,867
3,329
4,395
BEFORE TAX
40 AFTER EXCEP-
TION
NAL IT
TEM
(` IN CRORES)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
GROWTH (%) (11.8) 13.2 26.3 59.0 (15.1) 19.1 (11.7) 13.4 16.1 32.0
CAGR (%) 12.4 9.8 10.7 18.4 11.2 18.1 12.4 10.0 3.3 12.8
PROFIIT
858
968
1,282
2,232
1,928
2,378
2,118
2,109
2,386
3,132
AFTE
ER TAAX
(` IN CRORES)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
GROWTH (%) (11.7) 12.8 32.4 74.1 (13.6) 23.4 (10.9) (0.4) 13.1 31.3
CAGR (%) 13.1 10.8 12.0 22.5 14.7 22.6 17.0 10.5 1.3 10.2
OPERATIN
NG
10.8
11.8
12.7
16.2
11.0
10.7
9.0
9.6
10.9
14.0
MARGIN
(%)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
OPBDIT
T
12.2
13.3
14.1
17.4
13.1
15.3
13.8
14.0
12.8
15.5
MARGIN
(%)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
EARNINGS
43.0
48.5
64.2
111.8
96.5
119.1
106.1
105.6
119.5
156.9
PER SHARE
(`)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
NET
2,470
2,986
3,801
3,465
2,956
4,290
5,006
5,600
6,541
7,945
WORTH
(` IN CRORES)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
DIV
VIDEND PER
17.0
19.0
20.0
110.0
105.0
45.0
60.0
65.0
60.0
72.0
SHARE
(`)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
DIV
VIDEND
850
950
1,000
5,500
5,250
2,250
3,000
3,250
3000
3,600
(%)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
TURNOVER 41
10,090
10,517
12,565
16,099
19,688
23,944
24,166
25,722
28,078
28,990
(` IN CRORES)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
MARKET
13,753
13,869
21,390
38,827
31,739
41,041
30,792
45,425
52,714
58,823
CAPIT
TALISA
ATIO
ON
(` IN CRORES)
2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
ECONOMIC VALUE ADDED (EVA)

STATEMENT
(` Crores)
Particulars 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16
Average Capital Employed 2,877 3,499 3,705 3,989 4,866 5,286 5,444 6,071 7,243
Average Debt/Average Capital (%) 1.1 0.6 0.2 2.2 3.4 1.8 0.4 - -
Average Equity/Average Capital (%) 98.9 99.4 99.8 97.8 96.7 98.3 99.6 100.0 100.0
Cost of Debt (% Post Tax) 0.9 1.6 1.9 1.4 1.2 1.2 5.5 - -
Cost off Equity
Beta 0.6 0.6 0.6 0.6 0.7 0.7 0.8 0.9 1.1
Cost of risk - free debt (%) 7.9 7.0 7.5 8.0 8.5 8.0 8.8 7.7 7.5
Market Premium (%) 10 10 10 10 10 10 10 10 10
Cost of Equity (%) 13.8 12.9 13.8 14.4 15.2 15.2 16.4 16.5 18.8
Econom
mic Value Added (EVA)
Profit After Tax 968 1,282 2,232 1,928 2,378 2,118 2,109 2,386 3,132
Add: Interest*(1-tax rate) 1.3 1.7 1.4 10.6 14.4 7.9 7.8 7.3 7.3
NOPAT = PAT + Interest*(1-t) 969 1,283 2,233 1,938 2,393 2,126 2,117 2,393 3,140
Cost of Capital 394 448 510 563 715 792 889 1,000 1,358
EVA 575 835 1,723 1,376 1,677 1,334 1,228 1,393 1,781
Return on Capital Employed (%) 33.7 36.7 60.3 48.6 49.2 40.2 38.9 39.4 43.4
Weighted Average Cost of Capital (%) 13.7 12.8 13.8 14.1 14.7 15.0 16.3 16.5 18.8
EVA/Capital Employed (%) 20.0 23.9 46.5 34.5 34.5 25.2 22.6 22.9 24.6
Enterpprise Value
Market Capitalisation 13,869 21,390 38,827 31,739 41,041 30,792 45,425 52,714 58,823
Add: Debt 132 78 66 1,491 995 281 - - -
42 Less: Financial Assets 2,698 3,588 5,833 5,200 4,041 3,805 4,206 3,313 4,398
Enterprise Value (EV) 11,303 17,880 33,060 28,030 37,995 27,268 41,219 49,400 54,425
EV/Yeaar End Capittal Employed (Times) 3.6 4.6 9.4 6.3 7.2 5.2 7.4 7.6 6.9
COMMITTEE
DETAILS
AUDIT COMMITTEE CORPORATE SOCIAL
Mr. Prad
dee
ep Din
nod
dia RESPONSIBILITY
Chairman COMMITTEE
Mr. Paw
wan
n Mu
unjjal
Mr. M. Dam
mod
darran Chairman
Member
Mr. Prad
dee
ep Din
nod
dia
Drr. Prita
am Sin
ngh
h Member
Member
Ge
en.. (Re
etd
d.) V. P. Malik
k
Ge
en.. (Re
etd
d.) V. P. Malik
k Member
Member
RISK MANAGEMENT
STAKEHOLDERS' COMMITTEE
RELATIONSHIP COMMITTEE Mr. M. Dam
mod
darran
Drr. Prita
am Sin
ngh
h Chairman
Chairman
Mr. Prad
dee
ep Din
nod
dia
Mr. M. Dam
mod
darran Member
Member
Mr. Rav
vi Nath
h
Mr. Rav
vi Nath
h Member
Member
NOMINATION AND
REMUNERATION COMMITTEE
Ge
en.. (Re
etd
d.) V. P. Malik
k
Chairman
Mr. Prad
dee
ep Din
nod
dia
Member
Mr. Rav
vi Nath
h
Member
43
CORPORATE
INFORMATION
COMPANY SECRETARY REGISTRAR AND SHARE TRANSFER AGENT
Ms
s. Neerja Sharrma Karvy Comp
puterrsha
are Pvt. Ltd.
Karvy Selenium Tower B,
STATUTORY AUDITORS Plot 31-32, Gachibowli,
Deloitte Has
skins
s & Sells
s Financial District, Nanakramguda,
Chartered Accountants, Serilingampally, Hyderabad - 500 008
(FR No. 015125N) Tel No. 040-67161519 / 67161522
7th Floor, Building No. 10, Tower B, Fax: 040-23001153
DLF Cyber City Complex, DLF City Phase- II, Email: einward.ris@karvy.com
Gurgaon - 122 002, Haryana www.karvycomputershare.com
Tel: 0124-679 2000 Fax: 0124-679 2012 Toll Free No.: 1-800-3454001
Web: www.deloittee.com/in
PLANT LOCATIONS
HEAD OF INTERNAL AUDIT Gurgao
on Pla
ant
Mrr. Soh
hrab Prak
kash 37 K.M. Stone, Delhi-Jaipur Highway,
Sector 33, Gurgaon - 122 001
INTERNAL AUDIT PARTNERS Haryana, India
Priice Waterrhous
se & Co Bang
galore
e LLP
P Tel: 0124-289 4200, 237 2123
Building No. 8, Fax: 0124 237 3141-42
8th Floor, Tower B,
Dharuh
hera Plan
nt
DLF Cyber City, Gurgaon,
69 K.M. Stone, Delhi-Jaipur Highway,
Haryana - 122 002
Dharuhera, Distt. Rewari - 122 100
Tel: 0124-4620000, 3060000
Haryana, India
Fax: 0124-4620620
Tel: 01274-264 000
Web: www.pwc.com/in
Fax: 01274-267 018
KP
PMG Advis
sory Serv
vices
s Pvtt. Ltd
d.
Haridw
war Plant
Building No. 10, 8th Floor, Tower B,
Plot No. 3, Sector - 10,
DLF Cyber City, Phase - II,
I.I.E., SIDCUL, Roshanabad,
Gurgaon, Haryana - 122 002
Haridwar - 249 403, Uttarakhand, India
Tel: 0124-2549191
Tel: 01334-238 500, 239 514-16
Fax: 0124-2549101
Fax: 01334-239 512-13
Web: www.in.kpmg.com
Neemrrana Plantt
JRA
A & Asso
ociate
es
Plot No. 101-103, 108&109,
B-15 (LGF), Greater Kailash Enclave-II,
RIICO Industrial Area,
New Delhi - 110048
Delhi-Jaipur Highway,
Tel.:011-40562787 / 29218850
Neemrana, Dist. Alwar - 301 705
Fax: 011-40562779
Tel: 01494 673 0000
Web: www.jraca.com
R&
&D Ce
entre
e
PRINCIPAL BANKERS Centre of Innovation and Technology
Bank of America N.A. Hero MotoCorp Ltd
44 Citibank N.A. SPL-1, RIICO Industrial Area ,
HDFC Bank Ltd. Kukas - Phase - II, Jaipur - 302 028
Hong Kong and Shanghai Banking Corporation Ltd. Tel: 0142 643 0000
ICICI Bank Ltd. Fax: 0142 643 0001
Kotak Mahindra Bank Limited
Standard Chartered Bank
Collomb
bia Plant
HMCL COLOMBIA SAS
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Zona Franca Aparque Sur, Lote 6
Yes Bank Limited
Villa Rica, Cauca, Colombia
Tel: 2 3120662
REGISTERED AND CORPORATE OFFICE
34, Community Centre,
Basant Lok, Vasant Vihar,
New Delhi - 110 057, India
Tel.: 011-4604 4100, 2614 2451
Fax: 011-2614 3321, 2614 3198
www.heromotocorp.com
MANAGEMENT DISCUSSION
AND ANALYSIS REPORT
Economic Review 46
Two-Wheeler Industry in India 49
Performance Driven by Technology and Innovation 52
Financial Acumen 54
Innovative Customer Engagement 56
Seamless Supply Chain 60
Advanced Technology for Exceptional Value 62
People at Hero 64
Robust Risk Management Framework 66
ECONOMIC
C
REVIEW
W
46
GLOBAL ECONOMY
GL
LOBAAL EC
CONOOMIEES IN
N FY
Y 2015-166, CO
ONTINUEED
TO
O OPE
MA
ACRO
ERAT
OECO
TE IN
ONOM
N A COMPLEX AN
MIC ENVVIRONME
ND DYNA
ENT. ALTH
AMIC
C
HOU
UGH 3.2%
EC
CONOOMIE
ES ACCROSSS THE WOR RLD WER RE VO
OLATTILE GLOBAL GROWTH IS
PROJECTED TO REMAIN
AN
ND LAARGELY SAWW UNNEVEEN GRROW
WTH IN 2015,, MODEST AT A 3.2% IN 2016.
ON
NE REDEEEMINNG FEATTUREE WAAS TH
HAT REC COVERY
CO
ONTINUED.
China continued to unwind its prior

excesses; and ended up going through
a phase to rebalance for sustainable
growth. However, emerging and export
economies were negatively impacted
by China’s action, as it resulted in a
broad-based slowdown in global trade,
and turbulence in commodity and other
markets.
Oil prices responded to the weak

market sentiments and excess supply
and fell sharply in early 2016. However,
stock market sentiments began to
stabilise by mid-February 2016; and
by the end of March 2016, they had
recovered most or all of the lost ground.
According to the International Monetary Successful rebalancing of China’s Latin America

Fund (IMF), global growth is projected economy, with trend growth rates Despite challenges, economic activity
to remain modest at a 3.2% in 2016, that - while lower than those of the across most countries in the continent
and touch 3.5% in 2017. Emerging past two decades - remain high, vis- is expected to pick up in 2017, by 1.5%.
markets and developing economies are à-vis worldwide growth Brazil output is expected to contract
expected to account for a significant further on account of recession taking
share of global growth in 2016. Pick-up in activity in commodity its effect on employment, along with
However, the growth rate is likely to exporters, albeit with relatively real income and domestic uncertainties
rise marginally compared to last year. modest growth when compared to continuing to restrain the government’s
The estimated outcome is based on a the past ability to formulate and execute
few assumptions: policies.
Resilient growth in other emerging
Gradual normalisation of conditions markets and developing economies, Among South America’s oil exporting
in several economies currently especially India and other South countries, Colombia’s projected
under stress Asian countries deceleration, with growth easing to
47
2.5% in 2016 from 3.1% in 2015 is a
Global growth trend reflection of low oil prices, along with
(%) tightening macroeconomic policies.
2015 2016 (P) 2017 (P) Elsewhere in South America, the on-
World Output 3.1 3.2 3.5 going push to correct macroeconomic
Advanced Economies 1.9 1.9 2.0 imbalances and microeconomic
United States 2.4 2.4 2.5 distortions can improve prospects
Euro Area 1.6 1.5 1.6 for growth.
Japan 0.5 0.5 -0.1
United Kingdom 2.2 1.9 2.2
Other Advanced Economies * 2.0 2.1 2.4
Emerging and Developing Economies 4.0 4.1 4.6
China 6.9 6.5 6.2
Sub-Saharan Africa 3.4 3.0 4.0
P: Projections *(Excludes the G7 - Canada, France, Germany, Italy, Japan, United Kingdom, United States and
Euro area countries) (Source: International Monetary Fund, 2016)
Sub-Saharan Africa oil importers performing reasonably a wider policy package, should also
The region’s significant youth well. According to the IMF, the region’s generally be part of the first line
demographic dividend, relative stability medium term prospects remain of defence. In the medium term,
and focus of governments to implement favourable, but many countries urgently policies targeted at diversification and
reforms for infrastructure creation and need to reorient their policies to financial sector development may also
employment generation are definite reinvigorate growth and realise their strengthen economic resilience and
positives. potential. Towards this end, countries bolster growth.
may have to adjust fiscal policies; and
The growth performance in the region for those outside monetary unions,
differs across countries, with most exchange rate flexibility, as part of
INDIAN ECONOMY
INDDIA’S
S STELLAAR ECONNOMMIC PEERFOORMMANCCE
OFF 7.6
6% GDDP GROWWTHH STAANDS S OU
UT AGGAIN
NST
TH
HE BA ACKDDROP OFF A SLOWW-GR ROWWTH WOR RLD.
TH
HE CO OUNTTRY CONNTIN
NUESS TO CONSOL LIDAT
TE
TH
HE GA AINS
S ACH
HIEVVED IN RESTO ORINNG
MAACRO OECOONOM
MIC STAABILIITY.
In India, economic activity during In addition, the current account deficit base-effect surge in October 2015
the first nine months of fiscal 2016 has declined and is at a relatively lower as it contracted in January 2016.
improved gradually. Gross domestic level, because of the government’s Soft commodity prices brought down
product (GDP) grew by 7.5% during continued focus on fiscal consolidation input costs sharply. In terms of use-
the first nine months of fiscal 2016, and commodity. The country’s foreign based activity, all segments suffered
compared to a growth of 7.4% during exchange reserves rose to US$ 352 output losses, except festival-related
the first nine months of fiscal 2015. As billion in early February 2016 and demand for consumer durables and
per industry-wise growth estimates net FDI inflows increased from intermediate goods in the second half.
(gross value added), the agriculture US$ 22 billion in April-December
sector grew by 0.6%, the industrial 2014-15 to US$ 28 billion in the same The government’s ‘Make in India’
sector by 7.4% and the services sector period of 2015-16. The improvement campaign is poised to help India
by 9.2% during the first nine months may be attributed to the government’s emerge as a hub for global
of fiscal 2016 compared to 0.3%, 5.9% proactive initiatives to simplify norms manufacturing giants. The ‘Make
and 10.7%, respectively, during the and enhance the ease of doing business in India’ week held in Mumbai from
corresponding period of fiscal 2015. in India. 13th to 18th February, received an
overwhelming response from investors
Inflation remained moderate during The growth in the industrial sector with ` 15.2 trillion (US$ 222 billion) in
fiscal 2016. Retail inflation, as showed some acceleration in the investment commitments. Moreover,
measured by the Consumer Price second half of FY 2015-16, primarily on during April-February FY 2015-16, India
48
Index (CPI), eased from 5.3% in March account of growth in the manufacturing received US$ 51 billion in foreign direct
2015 to a low of 3.7% in July-August sector. By contrast, industrial output investment (FDI), the highest-ever FDI
2015, and increased subsequently to measured by the Index of Industrial inflow in a fiscal.
4.8% by March 2016. Core CPI inflation, Production (IIP) could not sustain the
excluding food and fuel products,
increased from 4.2% in March 2015 Indian GDP growth
to 4.7% in March 2016. Inflation, as (%)
measured by the Wholesale Price Index Sectors FY 2013-14 FY 2014-15 FY 2015-16
(WPI), remained negative throughout Agriculture, forestry & fishing 3.7 1.1 1.1
fiscal 2016; and was -0.9% in March Industry 4.5 5.9 6.1
Services 9.1 10.6 10.9
2016, primarily aided by low GDP at market prices 6.9 7.4 7.6
commodity prices. (Source: CSO)
Outlook side, the government’s ambitious past interest rate cuts and measures
Despite weak monsoons, a challenging initiatives (Make in India, Startup announced in the Union Budget
export scenario owing to weak global India, Digital India, Skill India), strong FY 2016-17 to strengthen rural income.
demand and low private investment, commitment to fiscal targets, and the Consumer confidence remains upbeat
India’s economy has performed focus on infrastructure creation are according to a survey conducted in
admirably. According to the Reserve expected to brighten the investment March 2016 by the RBI with optimism
Bank of India (RBI), multiple factors horizon. The government has also taken on prospects for income and economic
could impinge upon the growth a series of steps to enhance the ease of conditions. For FY 2017-18, real growth
outlook for FY 2016-17. First, slow doing business which have also helped in GDP is projected at 7.9%, assuming a
investment recovery amid balance the FDI inflow into the country improve normal monsoon.
sheet adjustments of corporates is significantly.
likely to hinder investment demand. The macro scenario paints a picture
Second, with capacity utilisation in the On the other hand, household of optimism for us at Hero; and we
organised industrial sector estimated consumption demand is expected will continue to make the most of that
at 72.5%, revival of private investment to benefit from a combination of optimism through human ingenuity,
is expected to be tentative. Third, global factors: the implementation of the 7th progressive technology and consistent
output and trade growth remain tepid, Pay Commission recommendations, value creation for our stakeholders.
dragging net exports. On the positive continued low commodity prices,
TW
WO-W WHEE
ELE
ER IN
NDU
UST
TRY
IN
N IN
NDIA
ECOONOMIIC VOLAATILIT
TY ANDD INDU
USTRY Y CYCLEES NOTWITH HSTAN NDING, 49
INDIA’S TWO-WHEELE ER IND
DUSTR RY IS POISEDD FOR SIGNIFFICANNT GROW WTH,
OWIING TOO THE COUNT TRY’S STROONG ECCONOM MIC PERFORMANC CE, RISEE
IN DISPOSSABLEE INCOME, GRROWINNG UR RBANISSATIONN, EMPPOWER RMENT T
ANDD PARTICIPAATION OF WOOMEN IN WO ORKPLA ACES, ACCEELERAT TED
CONNSTRUUCTIONN OF ROADS AND HIGHW WAYS ACROS SS THEE COUNNTRY
ANDD THE POSSIIBILITY
Y OF A RURA AL RECOVER RY. IND
DIA’S LARGEE YOUTH
BULLGE (O
OVER 65% OF F THE POPULATIO ON IS 35
5 OR UNDER R, AND
D HALF F
THEE COUNNTRY’S
S POPUULATION IS UNDE ER 25 YEARS S OF AG
GE) IS ALSO A
CATTALYSTT FOR INDUSSTRY GROWT TH.
India’s two-wheeler industry saw a Motorcycle sales declined marginally

mixed FY 2015-16 with the first half by 0.5%, from 10.76 million units in
remaining dull and sales picking up FY 2014-15 to 10.70 million units in
in the second half of the year. Overall, FY 2015-16. The scooter category
the two-wheeler industry witnessed saw an 11.1% sales growth, from 4.52
a marginal 2% growth in FY 2015-16, million units in FY 2014-15 to 5.03
compared to the previous year. The million units in FY 2015-16. Moped
overall industry (domestic and export) sales declined by 4.7% from 0.75
increased from 18.57 million units in million units in FY 2014-15 to 0.71
FY 2014-15 to 18.89 million units in million units in FY 2015-16.
FY 2015-16. Following are the reasons
for tepid growth in the industry: The growth is primarily driven by
continued urbanisation and introduction
Consecutive subnormal monsoons of new models.
and unseasonal rain, led to poor
crop realisation; moderating wages Two-wheeler Industry -
in rural markets; insufficient Segmental break-up
government support on crop pricing Motorcycles continue to dominate
(read MSP) and lower spend on rural India’s two-wheeler industry with a
infrastructure spend impacted the lion’s share of 65.0%.
rural economy as a whole
Scooter’s share in the overall industry
Although India has become one of grew from 28.2% in FY 2014-15 to
the fastest growing economies in 30.6% in FY 2015-16. Mopeds
the world, driven by robust policy share fell by 0.3% compared to
initiatives, growth uptick picked up FY 2014-15.
primarily in the second half of
FY 2015-16 In the motorcycles segment, the share
of premium segment has grown (y-o-y)
Global headwinds, coupled with by 1.5% and entry segment by 2.5%,
adverse currency movement in while the share of deluxe segment
some of the key emerging markets has reduced by 4.0%. Premium
impacted exports growth segment crossed the entry segment
in percentage proportion in the
Motorcycle sales, which account for motorcycle industry during Q4
nearly 70% of the overall (domestic of FY 2015-16.
and exports) industry pie, declined
marginally by 1.2%, from 13.06 million
units in FY 2014-15 to 12.90 million Two-wheeler industry (overall)
units in FY 2015-16. Two-wheelers +2%
18,939,851
18,570,309
Scooter sales grew at a substantial
Motorcycles -1.2%
11.6%, from 4.75 million units in 12,905,878
FY 2014-15 to 5.30 million units in 13,056,271
FY 2015-16. Manufacturing players Scooters 11.6%
have also aggressively expanded their 5,302,045
4,751,990
distribution network to reach out to
customers. Positioning of scooters as Mopeds -4%
731,928
a gender-neutral ‘family’ vehicle is 762,048
seen as a key reason for its widespread
50
preference.
Two-wheeler industry (domestic)
Owing to low sub-urban and rural Two-wheelers 2.6%
16,453,652
demand, moped sales also dipped 16,041,880
by 4%, from 0.76 million units in
Motorcycles -0.5%
FY 2014-15 to 0.73 million units 10,702,607
in FY 2015-16. 10,760,159
Scooters 11.1%
The domestic two-wheeler industry 5,033,897
4,529,282
volumes grew by 2.6% from
16.04 million units in FY 2014-15 to Mopeds -4.7%
717,148
16.45 million units in FY 2015-16. 752,439
FY 2015-16
FY 2014-15
Two-wheeler industry (exports)

The exports of two-wheelers declined
by 1.7% to 2.48 million units in
FY 2015-16 from 2.52 million in
FY 2014-15. This happened on account
65.0%
MOTORCYCLES CONTINUE
of global economic slowdown and
adverse currency movements in TO DOMINATE INDIA’S TWO-
some of the emerging markets. The WHEELER INDUSTRY WITH A
total share of exports from India has LION’S SHARE OF 65.0%.
declined by 50 bps from a high of 13.6%
in FY 2014-15 to 13.1% in FY 2015-16.
The motorcycle segment witnessed a

decline (y-o-y) of 1.7%. On the other
hand, scooter segment grew (y-o-y)
by 20.4%, owing to the introduction of Accelerated construction of roads
new models. Moped exports on a low and highways in India will encourage
base grew by 53.6% in FY 2015-16, personal mobility
compared to the previous financial year.
Penetration of two-wheelers has
significant opportunity to improve
Segment-wise break-up (domestic) INDUSTRY OUTLOOK from current levels
Short-term
4.4% In the short-term, domestic Evolving trends
consumption of two-wheelers is Large proportion of sales is expected
4.7% expected to be primarily driven by two to emerge from rural India, based on
factors: a) recovery in rural demand increasing rural market penetration;
led by anticipated good monsoon in the new households will enter the
year; and b) implementation of addressable income segment. Rural
28.2% 7th Pay Commission recommendations; sales will continue to drive the
Segment 30.6%
65.0% and One Rank One Pension (OROP), growth of entry and deluxe segment
67.1% share enhancing spending of government two-wheelers
employees.
Customer preferences are rapidly
Moreover, changeover to BS IV from changing from basic commuting in
April, 2016 in the new models and April, the past to present day’s multiple
2017 in the existing models may lead ownership, powered by ‘commuting
Moped to a short-term impact on the volume with leisure’ and increased usage by
Scooters
Motorcycles of sales. family and specially by women
Long-term growth drivers Consumption driven by ‘Choice’

India’s two-wheeler industry is poised instead of ‘Need’ is expected to
to grow sustainably for the long-term, increase in urban areas. This,
20.6% owing to the following growth drivers: coupled with favourable lower
19.1%
base, is expected to push the rapid
Burgeoning middle-class population growth of premium segment of two-
with increasing disposable income wheelers; and elevate the design,
Motorcycle styling and technology to the next
segment share Higher trend of urbanisation level in line with global standards
18.9%
58.1%
21.4% 51
62.1% India is home to a huge proportion Utility and ease of use expected to
of young people; and will enjoy drive growth of scooters segment
demographic advantage in the near
future Design evolution, new technology
Deluxe and product specification upgrades
Entry India’s rural income is projected to are likely to encourage the adoption
Premium
improve led by farm and non-farm of higher segments
demand recovery
Upcoming emission regulations
Rapidly populating urban areas (in line with global standards)
FY 2014-15
FY 2015-16 will continue to increase urban are expected to further upgrade
congestion requiring commuters to the technology prowess of
look for alternate quicker and more manufacturers; and position India as
economical mode of transport the global hub for two-wheelers
PE
ERF
FOR
RMANNCEE DR
RIVEN BY
Y
TE
ECH
HNO
OLO
OGYY ANDD IN
NNO
OVA
ATIO
ON
52
AT
T HER
RO, WE ARE CONS STANNTLY
Y FOCCUSEED ON
DE
EVELLOPIN
NG NEW TECHNO OLOGIES, INNOVAATION
N
AN
ND EXXECU
UTIOON EX
XCELLLENNCE TO DESIGGN AND
DE
EVELLOP PRODDUCTTS THATT DEL
LIVERR A DELIGHTFUL
CU
USTOOMERR EXPPERIIENC
CE TO
O MIL
LLIONS OF PEOPLLE
WO
ORLD DWID
DE.
OPERATIONAL CANVAS Domestic + Exports

Hero MotoCorp Ltd (HMCL) continues Motorcycles
5.80
to sustain its leadership at the pinnacle 5.736
in an intensely competitive industry
Scooters
landscape. For 15 consecutive years, it has 0.832
remained the world’s largest two-wheeler 0.896
manufacturer in terms of annual sales by a Total
single company in a calendar year. 6.631
6.632
In FY 2015-16, the Company sold 6.63 million FY 2015-16

units, achieving the distinction of clocking FY 2014-15
more than 600,000 unit sales for three
months during the year. Hero MotoCorp
remains the only Indian two-wheeler to a talent pool of around 500 automotive Scooters
company to achieve 6 lakh-plus sales in one experts with global and local expertise, the All four Hero Scooter brands feature in the
month; and that too on multiple occasions. Centre has best-in-class laboratories, design top 10 in FY 2015-16 domestic scooters
In the motorcycle segment (domestic and studios and 16-km-long advanced test market. Maestro Edge and Duet have done
export), sales remained flat at 5.74 million tracks with 45 different surfaces to simulate well, and have been consistently registering
units in FY 2015-16. The Company maintains Indian and international road conditions. impressive numbers month-on-month since
its formidable leadership in domestic This facility indeed is a giant stride in HMCL’s their launch in October 2015 and November
motorcycles market with 52.4% share, endeavour towards strengthening its in- 2015 respectively. Both the models jumped
selling 5.60 million units in FY 2015-16. house technology capabilities. to 3rd and 4th position, respectively in the
domestic market, since their respective
In the scooter segment (domestic and With the CIT now operational, your Company launches.
exports), the Company’s sales grew by 7.9% has the ideal combination of world-class
from 0.83 million units in FY 2014-15 to 0.90 infrastructure and talent pool to 'Innovate
million units in FY 2015-16. The Company in India', for the world. It is now for your GLOBAL BUSINESS
registered strong growth in the scooter Company to capitalise on the opportunity of At Hero MotoCorp, we continue to work
segment, backed by the launch of two new best-in-class soft and hard infrastructure to hard towards building a track record across
scooters: Maestro Edge and Duet – the first lead Hero’s next level of growth. international geographies. We now have
of the products to have been completely presence across 29 countries worldwide up
designed and developed by the in-house from 22 countries in the previous year. We
R&D team of Hero MotoCorp. SEGMENTAL REVIEW continue to invest in our global facility and
Motorcycles operations.
Sales in the entry segment grew by 5.3%
CENTRE OF INNOVATION to 1,167,828 million units, resulting in a During FY 2015-16, the Company exported
AND TECHNOLOGY (CIT) segment share of 51.1% in FY 2015-16. 210,409 units, compared to 200,140 units in
During FY 2015-16, the Company In the premium segment, the Company FY 2014-15, a 5.1% growth in sales volumes,
inaugurated the state-of-the-art ‘Centre registered a 16.2% decline, with sales of despite a sluggish global environment
of Innovation and Technology’ at Jaipur in 105,296 million units and 4.8% segment and adverse currency movements. In the
Rajasthan, built with an investment of ` 850 share in FY 2015-16. In the deluxe segment, motorcycle segment (export), the Company’s
crores to design and develop world-class the Company’s sales declined by 2.6% to sales grew by 10.4% from 120,184 units in
products for India and global markets. Home 4,330,012 million units, but with a higher FY 2014-15 to 132,732 units in FY 2015-16.
segment share of 69.7% in FY 2015-16 as During FY 2015-16, Hero MotoCorp’s first
compared to 66.5% in FY 2014-15. overseas manufacturing facility in Villa Rica
near Cali in Colombia became operational.
Importantly, 6 out of top 10 motorcycle This plant will act as a hub for exports to
53
ALL FOUR HERO SCOOTER models on road in India belonged to the Hero the Andean countries. The plant will have an
BRANDS FEATURE IN THE TOP brand in FY 2015-16. initial production capacity of 80,000 units per
10 IN FY 2015-16 DOMESTIC annum, which will be expanded to produce
SCOOTERS MARKET. MAESTRO Splendor remains India’s highest selling 150,000 units annually, in the next phase.
EDGE AND DUET HAVE DONE two-wheeler brand with close to 2.5 million
WELL, AND HAVE BEEN unit sales in the domestic market in FY
CONSISTENTLY REGISTERING 2015-16. Splendor, HF and Passion brands OUTLOOK
IMPRESSIVE NUMBERS lead the Indian motorcycle industry at No. 1, We continue to strive towards our long-term
MONTH-ON-MONTH SINCE 2 and 3 spots with combined sales of close vision of sustainable global leadership. For
THEIR LAUNCH IN SEPTEMBER to 4.8 million units. over three decades, we have built best-
2015 AND NOVEMBER 2015 in-class mobility solutions spread across
RESPECTIVELY. Hero MotoCorp further strengthened its multiple segments for a diverse spectrum of
leadership share in roughly 80% of the total customers. Leveraging our rich experience
motorcycle market (sub 110cc and 125cc). and expertise, we are strengthening our
leadership in India while reaching out to offerings, elevate performance standards Simultaneously, we aim to grow our share
customers in markets across Asia, Africa and create new segments in India and in in the premium segment by expanding the
and South and Central America. global markets. We also strive to ring- range of our products for domestic and
fence our core of market leadership in the global markets. ‘Premiumisation’ represents
The new world-class Hero CIT in Jaipur largest selling entry and deluxe segments the core of the Company’s strategy to fast-
and our proven manufacturing excellence by introducing truly innovative and youthful track entry into newer segments and global
will enable us to expand our range of range of products. markets.
FIN
NANCIIAL
ACUMMEN
54
HEROO MOTOCO ORP HASS There was no exceptional expense SALES
during the year, the Company’s During FY 2015-16, the Company
BEE
EN CONSIISTTENTLLY marketing and publicity spend was registered total sales of 66,32,322 units
DELIV
VERINNG 0.1% higher than the previous year. up from 66,31,826 units. In value terms,
STR
RONG FIN NANC
CIA
AL Hero MotoCorp is going global on a total sales (net of excise duty) increased
large-scale, with plans of entering 50 by 3% to ` 28,160 crores in FY 2015-16
PER
RFORM MANCE AND D markets by 2020. Manpower expenses from ` 27,351 crores recorded in the
FY 20
015--16 WAS
S NOO increased by 0.4% on a Y-o-Y basis to previous fiscal year.
EXC
CEPTION N. shore up employee strength at both CIT
and Neemrana facility in Rajasthan. PROFITABILITY
The Company’s earnings before interest,
depreciation and taxes (EBITDA) margins
increased from 12.8% in FY 2014-15
to 15.5% in FY 2015-16. Moreover, the
Company’s operating margins increased DIVIDEND POLICY WORKING CAPITAL

from 10.9% to 14.0% during the same Over the years, Hero MotoCorp have MANAGEMENT
period. The Company’s operating profit consistently followed a policy of Hero MotoCorp has always sought to
(PBT before other income) also increased paying high dividends, keeping in mind efficiently use the various components
from ` 3,002 crores in FY 2014-15 to the cash-generating capacities, the of its working capital cycle. It has also
` 4,006 crores in FY 2015-16. expected capital needs of business and effectively controlled the receivables
strategic considerations. For FY 2015- and inventories, enabling us to operate
16, the Board recommended a dividend on a negative working capital.
OTHER INCOME (INCLUDING of 3,600%, compared to previous year’s
OTHER OPERATING 3,000%. The Company kept a payout
REVENUES) ratio of 55.24% compared to 59.6% in
The Company’s other income increased the previous year.
by 14% from ` 727 crores in FY 2014-
15 to ` 830 crores in FY 2015-16.
CASH FLOWS
During the year, the free cash flow
from operations stood at ` 3,914 crores
(previous year ` 2,250 crores). These
cash flows were deployed in capital
assets including the setting up of our
Centre for Innovation & Technology
(CIT), investments and also paid out as
dividend during the year.
RAW MATERIAL COST

During FY 2015-16, metal prices were
volatile, particularly steel, copper,
aluminium and nickel. Raw material
costs as a proportion of sales declined
from 72.2% to 68.6% as a consequence
of lower commodity prices and internal
cost control measures (LEAP). (%)
Key profitability metrics FY 2015-16 FY 2014-15
Return On Average Capital Employed 60.7 57.4
Return On Average Equity 43.2 39.3
CURRENT ASSET TURNOVER Profit after Tax / Income from Operations 11.0 8.6
The Company’s current asset turnover, Profit before Tax/ Income from Operations 15.4 12.6
indicating sales as a proportion of Operating Profit before Tax / Income from Operations 14.0 10.9
average current assets (excluding Operating Profit before Depreciation, Interest and Tax / 15.6 12.8
Income from Operations
investments) declined from 10.7 times
to 10.3 times. This was primarily due
to higher average inventory, trade Ratios FY 2015-16 FY 2014-15
receivables and loans and advances. Inventory Period (in days) 11.2 11.1
Inventory and Receivable Conversion Period (in days) 27.0 25.4
Cash Cycle (25.4) (21.4)
Current Ratio 0.8 0.9
DEBT STRUCTURE Acid Test Ratio 0.6 0.7
The Company has been debt-free
for the past 15 years and incur no
55
borrowing costs. Finance cost includes
interest on account of advances from
dealers and other transactional costs.
IN
NNOV
VATIVE
E CUS
STO
OMER
R
EN
NGAG
GEMMENTT
56 WEE CONTINUOU USLY KEE

EP EVVOLVIING INNO
OVATTIVE
WA
AYS TO ST TRENNGTHHEN OURR CUSSTOMMER
EN
NGAGGEMENT, EDUC CATE
E THEEM ABOUT NE EW
LA
AUNC CHES,, ADDDRES
SS THEIRR CON
NCERRNS AND
STIMUL LATE
E CONNVERRSATTIONSS ABOUT OURR BRAAND..
TH
HIS IS
S BEC
CAUS SE WE BEELIEV
VE OUUR CUSTOME ERS ARE
OU
UR TRRUE BRAN ND ADVO
OCATTES. WE WILL CON NTINUUE
TO WIDDEN OUR CUST TOMER TOUCH PO OINTSS AC
CROSS S
TH
HE RUURALL AND D UR
RBAN
N LANNDSCCAPEE; SO
O THA
AT OUUR
BR
RAND D ANDD ITS
S VAL
LUE PROP POSITION
N REMMAIN
NS
AS
S RELLEVANT TO FIRST--TIME BUY YERSS AS
S ALS
SO TOO
LONG-T TIME LOYYALIS
STS.
HERO GOODLIFE BHARAT SHRESTH WAVE

Hero MotoCorp’s GoodLife Programme The Bharat Shresth Wave is an
(a customer relationship programme) important step in Hero MotoCorp’s rural
is one of the largest customer loyalty
programmes in India’s automotive
industry, with over 10 million users.
initiative, as part of the overall ‘Har
Gaon, Har Angan’ (Every Village Every
Household) platform. This initiative
10million
CUSTOMER BASE OF HERO
The programme is aimed at enhancing was undertaken with the following MOTOCORP'S GOODLIFE
customer satisfaction and initiate objectives: PROGRAMME (CUSTOMER
a higher level of engagement with RELATIONSHIP PROGRAMME),
members by making them brand Strengthen our rural market reach ONE OF THE LARGEST IN INDIA'S
ambassadors to generate referral with last mile penetration AUTOMOTIVE INDUSTRY
sales and bolster service visits. The
programme aims to increase revenue Build enduring relationships with
opportunities for our dealers and to opinion leaders, influencers and
increase customer volumes as well as brand advocates
overall transactions.
Leverage the relationship to help
The programme was revamped this business through improved retail
year with the addition of more attractive performance
branded gifts for the loyal members.
The members have also been provided Engage customers through various
an option to redeem accumulated marketing initiatives for desired
points against their service bills. brand visibility in the hinterland
Hero GoodLife Programme has been Provide best-in-class sales and

adjudged the winner in the Category service experience to our customers
'Best Loyalty Programme in Automobile
Sector' at the Ninth Loyalty Awards Identify and implement simple,
organised and presented by AIMIA. innovative and scalable methods to
approach rural markets
ACHIEVEMENTS OF FY 2015-16
3,500+
LOAN MELA, EXCHANGE MELA
700+
RURAL SUPPORT EXECUTIVES
19,655
OPINION LEADERS
AND HAAT ACTIVATIONS (RSES) GO OUT TO HAATS AND ENGAGED
ORGANISED MANDIS IN RURAL MARKETS
TO GENERATE BUSINESS
LEADS
57
KHUSHIYAN HAR LEVERAGING GOVERNMENT 'Chalo Sakhee, Pleasure Seekhein'
ANGAN 2015 INFRASTRUCTURE aims to build brand awareness, impart
Through the Khushiyan Har Angan 2015 We are working on a strategy to product information and nurture long-
programme, we intend to build upon reach out to every village by utilising term relationship with rural women
‘Enduring Relationship’ with opinion government infrastructure as an by utilising Anaganwadi workers to
leaders and customer focus groups. alternative business channel. train rural women to learn riding
This platform enables us to showcase We are the first two-wheeler company on Pleasure. During FY 2015-16, we
our new products and talk about their to have tied-up with Common Services trained over 1,500 women and aim to
functional benefits, product warranty Centres (CSCs), under the Ministry of train over 6,000 women in FY 2016-17.
and GoodLife programme, among Information Technology. We conducted
others. In FY 2015-16, Khushiyan sales and service training through
Har Angan was conducted at 130 more than two lakh centres spread
dealerships across India; we engaged across India.
with around 13,000 opinion leaders.
TRUST OF HERO
GENUINE PARTS
AT HERO, OUR OBJECTIVE IS
TO PROVIDE A NEVER ENDING
DELIGHTFUL EXPERIENCE TO OUR
CUSTOMER
SETTING INDUSTRY chain processes but also provides a Uni-Shuttle and Rail Guided Material
BENCHMARKS pleasant, healthy, and beautiful work movement systems controlled by
Hero Genuine Parts are the only environment. Spread over 35 acres, on-line tracking of parts, through a
58
certified parts for your Hero two- GPC along with the equally imposing customised and unique Warehouse
wheelers. They are engineered with Hero Garden Factory are an integral management system. Following green
precision as a perfect fit for your bike part of Hero Neemrana Complex in building concept, Indian Green Building
to provide you with enhanced and the state of Rajasthan, India. Based Council (IGBC) has accredited as a
unmatched performance. Every part on lean manufacturing systems, GPC platinum class manufacturing facility.
goes through a strenuous test of critical is designed to have minimal manual
quality check points before becoming intervention while significantly
a Hero Genuine Part. These parts are enhancing productivity. This
also now supplied through Global Parts technological marvel is a new industrial
Centre (GPC) in Neemrana. benchmark in the auto sector. It is
equipped with automated storage and
Our state-of-the-art GPC manufacturing retrieval system (ASRS) and automated
facility with cutting edge systems packaging and sorting system apart
that not only facilitates supply from other new age concepts like
KEY DEVELOPMENTS OF As part of its ongoing initiative to curb Brand building: We did an extensive
FY 2015-16 the menace of spurious parts, Hero brand building activity to enhance
Business outreach: We expanded MotoCorp launched stringent action awareness about using genuine parts.
our network through 11 new parts against the manufacturers and traders This was instrumental in ensuring
distributors taking the total count to of spurious parts and counterfeit widespread distribution of Hero
92. We have expanded our secondary products under the initiative ‘Fight Fake, Genuine Parts resulting in the robust
network to over 18,750 retail outlets. Stay Safe’. growth achieved in parts business.
Asli Hero: A drive to connect with the

technicians across the country was
launched in December 2015 enabling
higher visibility and awareness of our
genuine parts.
Anti-counterfeit initiatives: Our

original Hero Genuine Parts bear
the Unique Parts Identification (UPI)
code. Customers can confirm the
genuineness of the part by sending UPI
code through SMS on 9266171171. The
MRP sticker also contains many salient
features such as ‘Colour shift Ink’, HGP
logo visibility under UV light, etc. The
59
MRP sticker contains Hero Logo in
Guilloche Text Pattern.
SEAM
MLE
ESS
SUPP
PLY CHAIN
N
60
GIVVEN THE PACEE AN
ND SCCALEE OF DISR
RUPTTION IN
BUUSINEESSE
ES ANND THE TECH HNOLOOGY LANNDSCCAPE,, A
FLEXIBBLE BUT ROBU UST SUPPLY CHAIN NE ETWORK IS
CRRITICA
AL FO
OR SUCCCESSS. WEE ARE
E WORKINNG TOOWARDS
UPPGRAADINGG OUR NEETWOORK IN COOLLA
ABOR RATION
WITH OUR SUPP PLY CHAIIN PA
ARTNNERSS CON
NTINUOUS SLY.
WEE SHARE OUR R INSIGHTTS WITH PART TNER
RS TOO HELP
TH
HEM ENHA ANCEE OPE
ERATTIONNAL EFFIC
CIENCCIES
S AND
D
BUUILD A PR
RUDEENT COSTT STRRUCTTUREE. TH
HE REESUL
LT
IS AN ECOSYSTE EM THATT IS FAST, REL
LIABLLE AND
SEAML LESS..
EFFICIENT INVENTORY
MANAGEMENT
Our inventory management
performance continues to improve over
the years, with our inventory turnover,
improving by 11% in FY 2015-16.
ENHANCE EFFICIENCIES
AND ROBUSTNESS OF
SUPPLY CHAIN
We outsourced logistics services to
professionally managed resources.
This has enabled us to optimise the
load per transporting unit, visibility
and control of logistics cost, reliability
of transportation and truck traffic de-
congestion.
We have undertaken major initiatives

to reduce carbon footprint in inbound
vehicles and utilise trucks in a better
manner. LEAP (A COST OTHER ACHIEVEMENTS
OPTIMISATION INITIATIVE) We obtained compliance for the
Our LEAP initiative completed three ‘Conformity of Production (COP)’ from
STRENGTHENING years of journey. During FY 2015-16, safety critical component suppliers;
SUPPLY CHAIN LEAP enabled enhancing: and implemented practices to get COP
We entered into strategic partnerships Design optimisation tested periodically.
with key suppliers for critical engine
and emission controls part with local Cost optimisation across operations During FY 2014-15, we successfully
and global suppliers. We are gearing and logistics implemented e-material flow in two of
up for upcoming emission (BSIV / BSVI) our manufacturing locations; and will
and safety (ABS/ CBS) regulations Product variant and supplier implement that in other manufacturing
through capability creation and in- operation excellence locations in FY 2016-17.
house by aligning with best-in-class
global suppliers. The programme has helped your
Company improve its gross margin ROAD AHEAD
levels ahead of a similar improvement Exploring new transportation design
STRATEGIC PARTNERSHIP by other manufacturers. and logistics methods to achieve
We entered into a joint venture (JV) with best-in-class logistics efficiency
Magneti Marelli (MM) for Fuel Injection A new Six Sigma programme has been
(FI) System parts. The JV will build launched, which encompasses our Implementing vertical and horizontal
advanced solutions for engine control supply chain partners. We have more reciprocating conveyor concepts in
and raise the level of solutions to than 350 members who have been material management to support
fulfil future technology and regulatory imparted awareness about the training DOL concept; and achieve the least
requirements. modules. industry turnaround time
61
Conducting layout and material
routing validation by 3D simulation in
a digital manufacturing environment
Providing services, which are aligned

with the organisation’s vision and
mission
ADV
VANCCED TE
ECH
HNOLO
OGY
FOR
R EXC
CEPT
TIO
ONAL VALU
UE
62
INFFORM
MATIOON TECHHNOLLOGY AT HERO O IS NOT JUST TA
SU
UPPO ORT FUNCCTION
N FOR BUUSINEESS, IT IS
S A CR
RITIC
CAL
EN
NABL LER OF VA
ALUEE CRE
EATIO
ON. STAR RTINGG FROOM
OPPERA
ATIONNS TO
O BUSINEESS STRAATEGGIES TO TH HE
WAAY WE COOMMUUNICCATE WITHH OU
UR STTAKE EHOLLDERRS,
INFFORM
MATIOON TECHHNOLLOGY STRREAMMLINE ES THHE
EN
NTIREE ECO
OSYSSTEMM ANDD MA
AKESS IT MORE E COHHEREENT.
To further strengthen our connect with Social engagement: During

digitally savvy customers, some of the FY 2015-16, we conducted multiple
initiatives undertaken during the year social campaigns to engage with
were: customers and used the social media to SUPPLY CHAIN DIGITISATION
respond to customer queries/concerns ACHIEVEMENT
Mobile app for customers: An and to extend the reach of our brand AT HERO, WE HAVE
interactive mobile app to enhance across the globe. SUCCESSFULLY REDUCED
the customer interaction with the 85% OF MANUAL
organisation. Customers can use the Some of the noteworthy initiatives INTERVENTION, WITH 95%
app at the time of service of their carried out by other stakeholders and SCHEDULE ADHERENCE. THE
product and also get useful product ably supported by the IT include the INVENTORY CARRYING COST
related information. following: REDUCED TO 40% VIS-À-VIS
PREVIOUS YEAR.
Online booking of two-wheelers: With Asli Hero Programme: We launched
an aim to provide digital flexibility to our a fully digitally-enabled programme,
prospective customers, we tied up with which allows unorganised technicians
a third-party portal for online selling of to facilitate the adoption of genuine
our two-wheelers. Customers can now parts. The programme also ensures
choose and book their two-wheelers that local mechanics can gain out
through our website. We have sold over of this programme by contributing
300,000 two-wheelers through this towards this cause.
channel.
Digital manufacturing: We
implemented the digital manufacturing
solution at the Gurgaon facility. This
solution is being implemented at
our upcoming facilities in Gujarat
and Bangladesh which will improve
production efficiency and reduce cost.
Power of IT for social causes: Our

Hamari Pari campaign (for girl child
empowerment) on social media
received nearly 2 million views and
the Ride Safe India Campaign (on
road safety) received over 24 million
views. We also participated in a twitter
chat on road safety and our hashtag
#ridesafeindia received wide acclaim.
63
PEO
OPLEE
AT HE
ERO
O
64
TH
HE FO
OCUSS AT HEROO IS TO BUILD
D A BEST--IN-C
CLASSS
OR
RGANNISAT
TIONAAL CULTU URE TO ATTRRACT,, BUIL
LD
AN
ND REETAIN
N TALENTT ACCROSSS LEV
VELSS, GL
LOBAALLY.
WE
E ARE COMMIT TTEDD TO PARTNER WIITH EMPL LOYEEES
AN
ND ST
TRENNGTHHEN OUR TALE ENT POOL BY Y PRO
OVIDING
TH
HEM GROW WTH ANDD CAR REER
R ENHHANCEM MENT
OP
PPORRTUNITIESS.
TALENT ACQUISITION
During FY 2015-16, over 630
professionals were recruited to join
Hero MotoCorp. Coming from reputed
organisations with relevant experience
including 100+ graduates from
reputed engineering and management
campuses. We also brought on board
several new leaders through lateral
placements across functions to drive
business growth globally.
Launch of the Hero Challenge: During

the year, we launched our first Business
school competition, based on scenario
planning exercise. The competition
attracted participation from India’s
premier management institutions.
JOB ANALYSIS AND

EVALUATION
We partnered with a reputed HR
Consulting firm to work on Job DIVERSITY & INCLUSION MotoPassion: MotoPassion at Hero
Analysis Evaluation project across We encourage ‘Diversity & Inclusion’ enhances curiosity about our products
the organisation. This project will in our team through a series of among employees through knowledge-
help streamline career planning interventions: sharing and interactions. This is a
and competency development for highly and engaging intervention has
our managers. The outcome of this Women in Leadership (WIL) been launched to cover all employees in
exercise will facilitate in the creation Programme: Hero MotoCorp launched offices and plants.
of strengthening high-performance Women in Leadership (WIL) programme
culture in the organisation. for female employees in collaboration
with BML Munjal University and INDUSTRIAL RELATIONS
Imperial College of London. This We practice a highly evolved and
LEADERSHIP DEVELOPMENT programme will provide critical inputs positive employee relations framework.
In order to develop a robust succession on leadership development that In all our factories, our employees
pipeline for our leadership and critical empowers women employees to take get ample opportunities to develop,
positions, a regular talent review leadership roles in future. suggest improvements and resolve
exercise is conducted. This is further issue through proactive dialogue,
being supplemented by providing suggestion programmes and TPM
multi-domain exposure by means of EMPLOYEE ENGAGEMENT initiative. Throughout the year, the plant
job rotation and expanded leadership Chairman, CMD & CEO Town Hall: operations ran smoothly without any
responsibilities. Young talent is also Town Hall meetings were organised disturbances or work stoppages largely
being groomed by providing exposure where Mr. Pawan Munjal addressed because of proactive engagement and
to world-class programmes in all employees of Hero and shared development of all our associates.
management at reputed B-schools. In his vision for the Company. He took
addition hi-potential talent is provided questions from the audience in order
65
focused leadership and functional to get the pulse of our people.
development programs in collaboration
with reputed management schools in Hero Achiever’s Award: Recognising
India and abroad. exemplary performance at work,
team and individual awards were
We also upgraded our Leadership conferred under five categories -
Competency Framework, shifting the Operational Excellence, Customer
focus from grade-based competencies Delight, Innovation at Work, Sustainable
to role-based competencies. This will Cost Reduction Initiative (LEAP), and
help employees develop competencies Living Hero's Core Values to deserving
as per their role requirements as well candidates during the year.
as help define their way forward.
ROB
BUS
ST RISK
K
MAN
NAGEEMENNT FR
RAM
MEWOR
RK
RIS
SK MANAG GEMEENT AT HERO IS A CON
NTINU
UOUSS
EN
NTERPPRISEE-WIDE FUNCCTION
N, WH
HICH ENSURESS THA
AT
RIS
SKS ACROOSS THE ORGAANISAATION AR
RE ID
DENTIFIED
D,
66 RE
EVIEW
WED REGU ULARRLY AND COUNNTERR MEA
ASURRES
RE
EMAINN FIT FOR
R PUR
RPOSSE.
OUR RISK MANAGEMENT OBJECTIVES

Mandated and integrated with all business processes and linked to the achievement of our
strategic objectives
Standardised and structured through a continuous process of identification, analysis, mitigation,
monitoring and reporting
Open and transparent across the business and promptly communicated so as to support effective
and timely decision-making
Iterative and responsive to business change
RISK MANAGEMENT PROCESS
Identify Assess and control Report Manage and challenge

Identify the principal risks Develop a common set of Monitor and periodically review Define risk reporting and
fundamental to achieving our criteria for risk assessment material risks and mitigating escalation requirements
strategy which reflect current risk controls and plans Interpret and report on
Touch key and material areas appetite sensitivities and key risk
of the business Document and implement indicators
Focus on strategic and controls and plans to manage Agree and operate early
emerging risks and mitigate material risks warning reporting processes
COMPETITIVE LANDSCAPE MACRO TRENDS DECLINE IN COMPANY'S

While each segment in the two-wheeler Unforeseen macro trends, such as MARKET SHARE OR FAILURE
market is driven by a clear leader, improvement in infrastructure, rural TO ACHIEVE GROWTH
competition continues to intensify income and global volatilities may affect A decline in our market share in
in India’s two-wheeler industry with the industry. We have worked towards domestic markets or failure to achieve
many new global players entering into diversifying our products and expanding growth in export markets, whether due
competition. Moreover, domestic and into new markets to neutralise the to capacity constraints, competitive
global players alike have expanded impact of macro trends across markets. pressures or other factors, could have
their product portfolio across entry, an adverse impact on our growth plans.
deluxe and premium segments.
REGULATORY CHANGES We aim to maintain competitive
We, at Hero MotoCorp, have maintained DRIVING TECHNOLOGY AND economies of scale and maintain or
our leadership in the past five years COST IMPLICATIONS grow market share in domestic/ export
of our solo journey, amid increasing markets.
Focus on vehicular emissions has
competition. We have scaled up our
multiplied in recent times. Consequent
in-house R&D capability, processes
fast paced upcoming regulatory
and systems. We will continue to work
changes will enhance technology
MARKETING STRATEGY
to set new benchmarks in product OF APPEALING TO AND
standards and hence cost implications.
introductions and innovations, global GROWING SALES TO MULTI-
expansion and staying closer to the We are consistently upgrading the GENERATIONAL AND MULTI-
customer. technology framework in line with CULTURAL CUSTOMERS
global benchmarks and rationalising To sustain and grow the business over
costs across processes. the long-term, the Company must
EVOLVING CUSTOMER continue to be successful in selling its
PREFERENCES, DRIVING products and promoting the experience
STRUCTURAL INDUSTRY CYBER SECURITY THREATS of riding motorcycles and scooters to
SHIFTS The Company’s information systems, both masses and premium segment
Evolving customer preferences, and those of its third-party service customers.
higher disposable income, increasing providers and vendors, are vulnerable
urbanisation and infrastructure to the increasing threat of continually The Company’s endeavour is to cater to
turnaround may lead to structural and evolving cyber security risks. A cyber premium segment motorcycles without
segmental shifts in the two-wheeler security breach may adversely affect adversely impacting the strength of
industry. Such an example is the case the Company’s reputation, revenue and the brand with the masses. To cater
of scooters gaining prominence and the earnings. to the competition in scooters market,
growth of premium motorcycles. We the company has launched two new 67
aim to make our processes, capabilities We continue to strengthen our scooters this year.
and plans more agile and adapt to Information Technology controls to
the changing scenario with speed prevent emerging cyber security threats.
through a closer collaboration between
marketing, product planning and
research and development.
BOARD’S
REPORT
DEAR MEMBERS,
Your Directors are pleased to present the Thirty Third Annual Report, together with the Company’s audited financial statements
for the financial year ended March 31, 2016.
FINANCIAL RESULTS – STANDALONE & CONSOLIDATED

The standalone and consolidated financial highlights of your Company are as follows:
(` crores)
Standalone Consolidated
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Gross Sales 30,418.66 29,068.24 30,434.29 29,020.98
Net Sales and other Income 28,990.42 28,078.04 29,002.81 28,030.14
Profit before Finance Costs, Depreciation & Exceptional Item 4,838.13 4,034.92 4,771.33 3,988.85
Less: Finance Cost 2.15 11.09 11.87 11.70
Depreciation & Amortization 441.40 539.97 447.01 540.45
Exceptional Item (Provision for diminution in value of
- 155.04 - 144.73
non-current investment)
Profit Before Tax (PBT) 4,394.58 3,328.82 4,312.45 3,291.96
Less: Provision for tax
- Current 960.88 898.91 960.91 899.18
- Deferred 301.33 44.27 301.33 44.27
Profit After Tax (PAT) 3,132.37 2,385.64 3,050.21 2,348.51
Share of profit/(loss) of associates - - 39.46 15.15
Minority interest - - (4.11) (1.04)
Profit for the year 3,132.37 2,385.64 3,093.78 2,364.70
Add: Balance of profit brought forward 4,104.93 3,414.14 4,077.57 3,407.72
Less: On account of Depreciation as per Schedule II of - 22.97 - 22.97
Companies Act, 2013.
68 Add: Profit consequent to change in Group’s Interest - - 46.04 -
Balance available for appropriation 7,237.30 5,776.81 7,217.39 5,749.45
Appropriations
Dividend
- Interim 798.75 599.06 798.75 599.06
- Proposed Final 639.00 599.06 639.00 599.06
Corporate Dividend Tax 292.69 223.76 292.69 223.76
Transfer to General Reserve 250.00 250.00 250.00 250.00
Balance carried to Balance Sheet 5,256.86 4,104.93 5,236.95 4,077.57
Dividend (%) 3,600 3,000 3,600 3,000
Basic and Diluted Earnings Per Share (EPS) (`)
- before exceptional items 156.86 127.23 154.93 125.66
- after exceptional items 156.86 119.46 154.93 118.41
FINANCIAL HIGHLIGHTS MANAGEMENT DISCUSSION AND The construction of the second overseas
During the Financial Year (FY) 2015-16 ANALYSIS REPORT plant of your Company at Jessore in
under review, your Company clocked A detailed discussion on the business Bangladesh, with an annual installed
sales of 6,632,322 units over 6,631,826 performance and future outlook forms capacity of 1.5 lakhs units, is in full
units in the previous FY. The total sales part of Management Discussion and swing and operations are planned to
of products (net of excise duty) was Analysis Report, which is separately start in the second half of FY 2016-17.
` 28,160.48 crores as compared to provided and forms part of this Annual
` 27,350.60 crores in FY 2014-15, Report. GLOBAL FORAYS
showing an increase of 2.96%. Over the past few years, your Company
CHANGE IN NATURE OF BUSINESS has taken giant strides towards becoming
During FY 2015-16, net revenue from During FY 2015-16, there was no change a multi-national and multi-cultural
operations of your Company was in the nature of Company’s business. organization with people from countries
` 28,599.30 crores as compared to in Asia, Europe and Latin America now
` 27,585.30 crores in FY 2014-15, CAPACITY EXPANSION, NEW being part of the Hero family. This is a
registering an increase of 3.67%. PROJECTS & STRATEGIC process that will continue in the coming
ALLIANCES years and will play a key role in the
Profit before tax (PBT), after exceptional During FY 2015-16, the state of art pursuit of making ‘Hero’ a truly global
items, was ` 4,394.58 crores as ‘Garden Factory’ of your Company at organization with its presence in more
compared to ` 3,328.82 crores in Neemrana, Rajasthan has expanded to than 29 countries which it is committed
FY 2014-15, showing an increase of 1.065 million from its earlier capacity to expand to 50 countries by 2020.
32.02%. Your Company’s Profit after level of 0.765 million to cater to the
Tax (PAT) was `3132.37 crores as growing demand of the scooter segment. Over the years, your Company has set
against ` 2,385.64 crores in FY 2014-15, Further, your Company has expanded its global benchmarks in creating world
registering an increase of 31.30%. capacity by adding a Cathodic Electro class manufacturing and operational
Deposition (CED) paint shop and other facilities to ensure that its products
Earnings before Interest, Depreciation balancing equipment in a record time of are best in class in terms of design,
and Taxes (EBIDTA) margins stood at nine months. This paint shop is able to technology and quality. During FY under
15.55% in FY 2015-16 as compared to handle quick set up change integration. review, your Company has launched the
12.84% in FY 2014-15. brand ‘Hero’ and its range of products
The ‘Global Parts Centre’, another state in Nigeria, UAE, Madagascar, Costa
DIVIDEND of art establishment of your Company Rica, Panama, Bolivia and Dominican
Continuing with the past trend, your at Neemrana, Rajasthan operated at its Republic. In the coming years, your
Directors are pleased to recommend full capacity, thereby creating a unique Company plans to consolidate its
for your approval a final dividend of set up for parts business management operations across South Asia, Africa &
` 32 per equity share (1600%) of face across the two wheeler industry. Middle East and Latin America with the
value of ` 2 each, in addition to an introduction of new products.
interim dividend of ` 40 per equity share You would be proud to know that your
(2000%) declared in the month of March Company’s first global manufacturing GLOBAL CENTRE OF INNOVATION
2016, aggregating a total dividend facility located at Villa Rica in the Cauca AND TECHNOLOGY
payout of ` 1,437.75 crores (excluding province of Colombia was inaugurated by Achieving a historic landmark in its
tax on dividend) during FY ended March Senor Juan Manuel Santos, the Hon’ble illustrious journey, your Company
31, 2016. In the previous FY, total President of Colombia in the month of has formally inaugurated a world-
dividend payout of ` 60 per Equity Share September 2015. This is a landmark class ‘Global Centre of Innovation
of the face value of ` 2 each has been event which clearly establishes the rising and Technology’ (‘the CIT’) at Jaipur,
made. Final dividend, if approved at the global stature of the brand Hero. The Rajasthan. The CIT is the result of a bold
ensuing Annual General Meeting, shall facility has been designed for an annual vision to position your Company as the
be paid to the eligible members within capacity of 80,000 units and has started leading source of innovation and green
the stipulated time period. despatches during FY under review. technology. This facility is a giant stride
in its relentless endeavour towards
CONSOLIDATED FINANCIAL The fifth plant of your Company at Halol, strengthening your Company’s in-house
69
STATEMENTS Gujarat is nearing completion and is slated technology capabilities.
In accordance with the provisions of to be operational for its Phase I capacities
the Companies Act 2013 (‘the Act’) and in the second half of FY 2016-17. The CIT is a defining step, not just for
Accounting Standard (AS)-21 on the the technical prowess of Hero, but also
Consolidated Financial Statements, read Your Company is also working with for the nation’s story to truly blossom
with AS-23 on Accounting for Investments the Government of Andhra Pradesh on the global stage as a technology
in Associates and AS-27 on Financial for setting up a manufacturing unit at powerhouse. Rich in diversity, the CIT
Reporting of Interests in Joint Ventures, Sricity in Chittoor District in the state of brings together a multi-national group
the Audited Consolidated Financial Andhra Pradesh. of automotive experts, creating an
Statement for the FY ended March 31 environment of engineering excellence
2016 is provided in this Annual Report. and innovation.
SUBSIDIARIES, ASSOCIATE AND the bankruptcy laws of USA. In view of the on the Company’s website, www.
JOINT VENTURE COMPANIES above, provision of ` 150.09 crores, being heromotocorp.com at the following
Subsidiaries the carrying value of such investment in link:http://www.heromotocorp.com/
HMCL Netherlands B.V. (‘HNBV’) the books of HMCL (NA) Inc., was made en-in/about-us/key-policies/policy-on-
HNBV, a wholly owned subsidiary of towards the diminution in value of the material.html
your Company was incorporated in investment. During the period ended
Amsterdam as a private company with March 31, 2016, HMCL (NA) Inc. has DIRECTORS’ RESPONSIBILITY
limited liability under the laws of The incurred a loss of ` 0.29 crores. STATEMENT
Netherlands with the primary objective Your Directors make the following
of promoting overseas investments. HMCL Americas Inc. (‘HMCLA’) statement in terms of Section 134 of
During FY 2015-16, HNBV has invested During FY 2015-16, your Company the Act, which is to the best of their
in operating companies in Colombia incorporated an operating company in knowledge and belief and according
and Bangladesh. America, namely HMCL Americas Inc. to the information and explanations
to pursue various global businesses. obtained by them:
During FY 2015-16, HNBV invested in HMCLA has been setup with an initial 1. that in the preparation of the
its subsidiary, namely HMCL Colombia investment of ` 22.22 crores. During annual accounts for the Financial
S.A.S. (‘HMCLC’) in Colombia, an financial period ended March 31, 2016, Year ended March 31, 2016, the
amount of USD 3 million, taking the total HMCL Americas Inc. has incurred a loss applicable accounting standards
investment to USD 13.10 million. HNBV of ` 2.12 crores. have been followed, along with
currently holds 51% equity in HMCLC, proper explanation relating to
post issuance of 49% equity shares to HMC MM Auto Limited (‘HMCMMA’) material departures;
Woven Holdings LLC. During FY 2015- Your Company has a joint venture with 2. that appropriate accounting
16, HMCLC has also commenced CKD Magneti Marelli S.p.A. Italy, namely policies have been selected and
operation at its manufacturing plant HMCMMA in India, set up for the purpose applied consistently and judgments
setup in the industrial city of Cali, 300 of carrying out manufacturing, assembly, and estimates that are reasonable
kms southwest of Bogota, with the sale and distribution of two wheeler and prudent have been made so
project cost of USD 80 million. During fuel injection systems and parts. Your as to give a true and fair view of
the financial period ended March 31, Company holds 60% of the equity share the state of affairs as at March 31,
2016, it has reported a net loss of capital in HMCMMA. During FY 2015-16, 2016 and of the profit and loss of
` 52.66 crores. HMCMMA has incurred a loss of ` 9.09 your Company for the financial
crores. year ended March 31, 2016;
HNBV has also invested in a joint venture 3. that proper and sufficient care has
company in Bangladesh, namely HMCL Associate Company been taken for the maintenance
Niloy Bangladesh Limited (‘HNBL’) with Hero FinCorp Ltd. (‘HFCL’) of adequate accounting records
Nitol Niloy Group, Bangladesh and holds HFCL, an associate of your Company in accordance with the provisions
55% of the total equity capital. During was incorporated in the year 1991. Your of the Companies Act, 2013 for
FY 2015-16, an additional investment Company holds 48.42% in the equity safeguarding the assets of your
of USD 3.08 million was made in HNBL, share capital of HFCL. HFCL is a non- Company and for preventing
taking the cumulative investment to USD banking finance company engaged in and detecting fraud and other
5.34 million. During the financial period providing financial services, including irregularities;
ended March 31, 2016, it has incurred a two wheeler financing and providing 4. that the annual accounts for the
loss of ` 0.47 crores. credit to Company’s vendors and Financial Year ended March 31,
suppliers. Over the years, it has added 2016 have been prepared on a
During the period ended March 31, 2016, several new products and customers in going concern basis;
HNBV had a consolidated loss of ` 53.56 its portfolio, like SME and commercial 5. that the directors have laid down
crores, including those of its subsidiaries loans, loan against property etc. Internal Financial Controls which
as mentioned above. were followed by the Company
During FY 2015-16, HFCL recorded an and that such Internal Financial
HMCL (NA) Inc. income from operations of ` 771.28 Controls are adequate and were
Your Company has also invested in its crores and a profit of ` 81.50 crores. operating effectively; and
70
wholly owned subsidiary in Delaware, 6. that the directors have devised
USA, namely HMCL (NA) Inc., which further A statement containing salient features proper systems to ensure
invested in Erik Buell Racing Inc. (‘EBR’), a of financial statement of subsidiaries compliance with the provisions
Delaware corporation by subscribing to and associate company forms part of of all applicable laws and that
49% of its equity share capital. the financials. such systems are adequate and
operating effectively.
EBR along with its subsidiary Erik Material Subsidiaries
Buell Racing LLC, an associate of The Board of Directors of your Company DIRECTORS AND KEY
HMCL (NA) Inc. ceased its operations (‘the Board’) has approved the policy MANAGERIAL PERSONNEL
and entered into Assignment for the for determining Material Subsidiaries. Our beloved Chairman Emeritus, Late
Benefit of Creditors under Chapter 128 At present, your Company does not Dr. Brijmohan Lall Munjal, continued
of the Wisconsin Statutes (‘Chapter 128 have a Material Subsidiary. The Policy to guide and mentor your Company till
Process’), which is a process similar to on Material Subsidiary can be viewed November 1, 2015, the day he left us
for his heavenly abode. His inspirational General Meeting. Mr. Kasbekar has other Directors, including the Chairman.
leadership, outstanding business more than four decades of experience
acumen and exemplary courage were in the field of operations, supply chain, Performance of the Board was
instrumental in successfully navigating manufacturing and project engineering evaluated on various parameters, such
your Company’s extra-ordinary journey and has contributed significantly to the as composition, strategy, tone at the top,
– from scratch to becoming a formidable growth of your Company. risk, controls and diversity. Similarly,
brand and a market leader. questionnaires for Committees were
Declarations from Independent also framed on the parameters, such
Mr. Pawan Munjal, Managing Director Directors as adherence to the terms of reference
& CEO was elevated as the Chairman, Declarations have been received and adequate reporting to the Board.
Managing Director & CEO of the Company from the Independent Directors Parameters for the Directors included
w.e.f. June 1, 2015. The Board at its meeting confirming that they meet the criteria of intellectual independence of the Director,
held on August 8, 2016 has recommended independence as prescribed in the Act participation in formulation of business
the reappointment of Mr. Pawan Munjal as and the SEBI (Listing Obligations and plans, constructive engagement with
the Chairman, Managing Director & CEO Disclosure Requirements) Regulations, colleagues and understanding of risk
of the Company for a period of five years 2015, (‘Listing Regulations’). profile of your Company. The Chairman
with effect from October 1, 2016. of your Company was evaluated on
In the opinion of the Board, Independent parameters such as leadership style
Under his dynamic leadership, your Directors fulfil the conditions specified and motivation of the Directors.
Company has gone from strength to in the Act, Rules made thereunder and
strength and is on course to expand its Listing Regulations and are independent Questionnaires were completed by each
global presence to a total of 50 countries of the management. Director, responses were analyzed and
by the year 2020. Over the past several the results were subsequently discussed
years, Mr. Munjal has led your Company Key Managerial Personnel at a meeting of the NR Committee.
in a highly competitive and volatile Mr. Ilam C. Kamboj resigned and ceased Recommendations arising from
market to not just consolidate its market to be the Company Secretary and this entire process were considered
leadership but also expand its global Compliance Officer of the Company with by the Board to improve its overall
footprint across continents, emerging as effect from April 2, 2016. effectiveness and optimize individual
one of the country’s foremost business strengths of the Directors.
leaders. Ms. Neerja Sharma has been appointed
as the Company Secretary and Chief FAMILIARISATION PROGRAMMES
Mr. Munjal is continuing the glorious Compliance Officer of the Company FOR INDEPENDENT DIRECTORS
legacy of Late Dr. Brijmohan Lall Munjal, w.e.f. August 8, 2016. She has a During FY under review, your Company
Chairman Emeritus and is shaping rich experience of over 25 years in organized familiarisation programmes
the future of your Company into a governance and compliance as a part for the Directors in accordance with the
modern, technology & innovation-driven of senior leadership teams during her requirements of Listing Regulations.
organisation. earlier tenures. With her appointment, The Directors were also provided with
your Company has further strengthened relevant documents, reports and internal
Ms. Shobana Kamineni has been the governance framework and is policies to enable them to familiarise
appointed as an Independent Director committed to take the governance with your Company’s procedures and
of your Company with effect from March function to greater heights. practices, from time to time, besides
27, 2015 by the members at their Annual regular briefing by the members of the
General Meeting held on August 31, 2015. BOARD MEETINGS senior leadership team.
During FY 2015-16, six meetings of the
In terms of the applicable provisions of Board of Directors were held. For details Details of familiarisation programmes
the Act and the Articles of Association of these Board meetings, please refer organized for Independent Directors
of the Company, Mr. Suman Kant Munjal, to the Corporate Governance Report on during FY under review form part of
Director of the Company retires by page 81 of this Annual Report. Corporate Governance Report annexed
rotation at the ensuing Annual General hereto and are also posted on the
Meeting and, being eligible, has offered ANNUAL EVALUATION OF THE Company’s website, www.heromotocorp.
71
himself for re-appointment. Brief BOARD, ITS COMMITTEES AND com and can be viewed on the following
resume and other details of Mr. Suman INDIVIDUAL DIRECTORS link: http://www.heromotocorp.com/en-
Kant Munjal, who is proposed to be re- To ensure an effective Board in/about-us/familiarisation-program-
appointed as a Director of your Company evaluation process, the Nomination of-independent-directors.html
have been furnished, along with the and Remuneration (‘NR’) Committee of
Explanatory Statement to the Notice of your Board has put in place a robust REMUNERATION POLICY
the ensuing Annual General Meeting. evaluation framework for conducting Pursuant to provisions of the Act,
the exercise with the key steps and the NR Committee of your Board has
The Board at its meeting held on practices clearly defined. During formulated a Remuneration Policy for
August 8, 2016 has inducted Mr. Vikram FY 2015-16, as part of this process, the appointment and determination
S. Kasbekar, Head of Operations & customized questionnaires after review of remuneration of the Directors,
Supply Chain on the Board of the by the NR Committee were circulated Key Management Personnel, Senior
Company, subject to confirmation by to all the Directors. Each Director was Management and other employees
the shareholders at the ensuing Annual required to undertake assessment of all of your Company. The NR Committee
has also developed the criteria for your Company and the Employee Stock The Board has also evolved and
determining the qualifications, positive Option plans framed thereunder. adopted a Code of Conduct based
attributes and independence of on the principles of good Corporate
Directors and for making payments to During FY 2015-16, the NR Committee Governance and best management
Executive and Non-Executive Directors has, at its meeting held on March 28, practices being followed globally. The
of the Company. 2016, allotted 2,588 Equity Shares of Code is available on your Company’s
` 2 each at a premium of ` 2,157 per website, www.heromotocorp.com and
The NR Committee takes into share to the eligible employees of your can be viewed on the following link:
consideration the best remuneration Company pursuant to exercise of options http://www.heromotocorp.com/en-in/
practices in the industry while fixing granted under Company’s Employee about-us/code-of-conduct.html
appropriate remuneration packages and Stock Option Plan 2014 framed under
for administering the long-term incentive the Employee Incentive Scheme 2014. In terms of Listing Regulations, a
plans, such as ESOPs, RSUs etc. Further, Post allotment of these shares, the report on Corporate Governance, along
compensation package of the Directors, paid up equity share capital of your with a certificate from Mr. Arvind
Key Managerial Personnel, Senior Company as on March 31, 2016 stood at Kohli, Proprietor (CP No. 2818), M/s
Management and other employees is ` 39,93,80,176. Arvind Kohli & Associates, Company
designed based on the set of principles Secretaries, Gurgaon, Haryana,
enumerated in the said policy. Applicable disclosures as stipulated confirming compliance of the conditions
under the SEBI Regulations with regard of corporate governance is annexed
Your Directors affirm that the remuneration to the Employee Stock Option Plan are hereto and forms part of this Annual
paid to the Directors, Key Management provided as Annexure II to this Report Report as Annexure III.
Personnel, Senior Management and other and are available on the Company’s
employees is as per the Remuneration website, www.heromotocorp.com and TRANSFER TO GENERAL RESERVE
Policy of your Company. can be viewed on the following link: An amount of ` 250 crores, being 7.98%
http://www.heromotocorp.com/en-in/ of the profit after tax of the FY under
The Remuneration details of the esop.php. review has been transferred to the
Directors, Chief Financial Officer and General Reserve of the Company.
Company Secretary, along with details of Your Company has received a certificate
ratio of remuneration of each Director to from M/s Deloitte Haskins & Sells, TRANSFER TO INVESTOR
the median remuneration of employees Gurgaon, Haryana, Statutory Auditors EDUCATION AND PROTECTION
of the Company for the FY under review that the Employee Incentive Scheme FUND
are provided as Annexure I. 2014 for grant of stock options has During FY under review, your Company
been implemented in accordance with has transferred unpaid/unclaimed
The Remuneration Policy of your the SEBI Regulations and the resolution dividend, amounting to ` 2.37 crores for
Company is posted on the Company’s passed by the members in their general FY 2007-08 to the Investor Education
website, www.heromotocorp.com and meeting. The certificate would be placed and Protection Fund (IEPF) of the Central
can be viewed on the following link: at the ensuing Annual General Meeting Government of India.
http://www.heromotocorp.com/en-in/ for inspection by the members.
about-us/key-policies/remuneration- MATERIAL CHANGES AND
policy.html CORPORATE GOVERNANCE COMMITMENTS
Your Company is committed to No material change and/or commitment
EMPLOYEE INCENTIVE SCHEME benchmarking itself with the global affecting the financial position of your
In terms of the SEBI (Share Based standards of Corporate Governance. It Company have occurred between
Employee Benefits) Regulations, 2014, has put in place an effective Corporate April 1, 2015 and the date of signing of
as amended from time to time (‘SEBI Governance system which ensures this Report.
Regulations’), the NR Committee of your that provisions of the Act and Listing
Board, inter alia, administers and monitors Regulations are duly complied with, not
the Employee Incentive Scheme 2014 of only in form but also in substance.
72
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
In terms of Section 186 of the Act, details of investments made during FY 2015-16 are as under. No loan or guarantee has been
given during the said period:
Investments u/s 186 of the Companies Act, 2013

Principal Amount (Shares) Principal Amount (Bonds/Debentures) Total
Opening Balance 329.94 375.34 705.28
Addition* 263.76 0.12 263.88
Reduction** - (13.06) (13.06)
Closing Balance 593.70 362.40 956.10
* HMC MM Auto: ` 3.60 crores, HMCL(NA) Inc.: ` Nil, HMCL Netherlands B.V.: ` 40.74 crores, HMCL Americas Inc: `22.22 crores, Hero FinCorp Limited: ` 197.19 crores,
including MTM adjustment of Bonds: ` 0.12 crores.
** Maturity of bonds and amortisation.
DEPOSITS Management framework in the Company. c) promoting education, including

Your Company has neither accepted nor The Board periodically reviews the Risk skill development;
renewed any deposits during FY 2015- Management framework of the Company. d) providing preventive healthcare;
16 in terms of Chapter V of the Act. e) providing sanitation and drinking
VIGIL MECHANISM/ WHISTLE water;
CONTRACTS AND ARRANGEMENTS BLOWER POLICY f) creating livelihoods for people,
WITH RELATED PARTIES Your Company has in place a well especially those from disadvantaged
During FY 2015-16, all contracts/ formulated Vigil Mechanism/Whistle sections of society, in rural and
arrangements/transactions entered Blower Policy which provides a robust urban India;
into by your Company with related framework for dealing with genuine g) preserving and promoting sports;
parties under Section 188(1) of the Act concerns & grievances. During FY under h) to carry out the activities at the
were in the ordinary course of business review, six complaints were received and time of natural calamity or engage
and on an arm’s length basis. During FY processed. Out of these, three complaints in Disaster Management System;
2015-16, your Company has not entered have been investigated & acted upon and i) to contribute to the Prime Minister’s
into any contracts/arrangements/ rest are under investigation. National Relief Fund or any
transactions with related parties other fund set up by the Central
which could be considered ‘material’ in During FY 2015-16, no individual was Government for socio-economic
accordance with its policy on Materiality denied access to the Audit Committee development and relief and
of Related Party Transactions. Thus, for reporting concerns, if any. welfare of the Scheduled Caste, the
there are no transactions required to be Scheduled Tribes, other backward
reported in form AOC-2. The Vigil Mechanism/Whistle Blower classes, minorities and women.
Policy of the Company is available on the
Further, during FY 2015-16, there were Company’s website, www.heromotocorp. During FY under review, your Company
no materially significant related party com and can be viewed on the following has spent ` 65 crores on its CSR
transactions made by your Company with link: http://www.heromotocorp.com/ activities, which amounts to 2.23% of the
the Promoters, Directors, Key Managerial en-in/about-us/key-policies/vigil- average net profits of last three financial
Personnel or other designated persons, mechanism-policy.html years. CSR initiatives undertaken by
which might have potential conflict with your Company, along with other details
the interest of the Company at large. CORPORATE SOCIAL form part of the Annual Report on
RESPONSIBILITY CSR activities for FY 2015-16, which is
All Related Party Transactions are Your Company has constituted a annexed and forms part of this Report
placed before the Audit Committee for its Corporate Social Responsibility (CSR) as Annexure IV.
approval. There was no matter requiring Committee which functions under
approval of the Board. During FY under direct supervision of Mr. Pawan Munjal, AUDIT COMMITTEE
review, the Audit Committee has approved Chairman, Managing Director & CEO of The Audit Committee of your Company
transactions through the omnibus mode your Company, who is also the Chairman comprises of the following Non-
in accordance with the provisions of of the CSR Committee. Other members Executive and Independent Directors:
the Act and Listing Regulations. Related of the Committee are Gen. (Retd.) V. P. 1. Mr. Pradeep Dinodia - Chairman
party transactions were disclosed to the Malik and Mr. Pradeep Dinodia, who 2. Mr. M. Damodaran - Member
Board on regular basis as per AS-18. are Non-Executive and Independent 3. Gen. (Retd.) V. P. Malik - Member
Details of related party transactions as Directors of your Company. 4. Dr. Pritam Singh - Member
per AS-18 may be referred to in Note 30
of the Standalone Financial Statements. Your Company has implemented Further details on the Audit Committee
the CSR Policy, duly formulated and and its terms of reference etc. have
The policy on Related Party Transactions recommended by the CSR Committee been furnished in Corporate Governance
is available on the Company’s website, to the Board. The CSR policy lays Report, which forms part of this Report
www.heromotocorp.com and can be down CSR activities to be undertaken as Annexure III.
viewed on the following link: http://www. by your Company. The CSR activities
heromotocorp.com/en-in/pdf/Related- undertaken by your Company are based During FY under review, all
Party-Transactions-Policy.pdf on the approved CSR policy, which is recommendations of the Audit Committee
73
available on the Company’s website, were accepted by the Board of Directors
RISK MANAGEMENT FRAMEWORK www.heromotocorp.com and can be of the Company.
Your Company follows a comprehensive viewed on the following link: http://
system of Risk Management and has www.heromotocorp.com/en-in/about- AUDITORS AND AUDITORS’
adopted a procedure for risk assessment us/key-policies/corporate-social- REPORT
and its minimisation. It ensures that responsibility.html Statutory Auditors
all potential risks are timely defined M/s Deloitte Haskins & Sells, Chartered
and mitigated in accordance with the The CSR Policy of your Company, as Accountants, Gurgaon, (FR No. 015125N),
Risk Management Process, including adopted by the Board, broadly covers Statutory Auditors were appointed for
identification of elements of risk which may the following focus areas: three financial years, up to 34th AGM to
threaten the existence of the Company. a) enhancing environmental and be held in FY 2016-17 and in view of the
During FY 2015-16, your Company natural capital; provisions of the Act, their appointment
has constituted a Risk Management b) supporting rural development; needs to be ratified annually. Your
Committee, which closely monitors the Risk Company has received an eligibility
letter from the Auditors to the effect The Secretarial Audit Report for Your Company has in place an adequate
that the ratification of their appointment, FY 2015-16 is annexed herewith and forms internal financial control framework
would be in accordance with Sections part of this Report as Annexure V. The with reference to financial and operating
139 and 141 of the Act. Report does not contain any qualification, controls. During FY 2015-16, such
reservation or adverse remark. controls were tested and no reportable
The observations of Statutory Auditors material weakness in the design or
in their Report, read with relevant INTERNAL CONTROL SYSTEMS operation was observed.
Notes to Accounts are self-explanatory Your Company has a proper and
and, therefore, do not require further adequate system of internal controls. INSIDER TRADING CODE
explanation. The Auditors’ Report does This ensures that all assets are In compliance with the Securities and
not contain any qualification, reservation safeguarded and protected against loss Exchange Board of India (Prohibition
or adverse remark. from unauthorised use or disposition of Insider Trading) Regulations, 2015
and these transactions are authorised, (‘the PIT Regulations’) on prevention
Cost Auditors recorded and reported correctly. of insider trading, your Company had
M/s Ramanath Iyer & Co., Cost instituted a comprehensive Code of
Accountants, New Delhi, (FR No. 000019) An extensive risk based programme Conduct for regulating, monitoring and
were appointed as the Cost Auditors of of internal audits and management reporting of trading by Insiders. The
the Company for FY 2015-16 to audit the reviews provides assurance to the Board said Code lays down guidelines, which
cost accounts of the Company in respect regarding the adequacy and efficacy of advise Insiders on the procedures to be
of parts business. They have been re- internal controls. Properly documented followed and disclosures to be made in
appointed as the Cost Auditors of the policies, guidelines and procedures are dealing with the shares of the Company
Company for FY 2016-17. laid down for this purpose. The internal and cautions them on consequences of
control system has been designed to non-compliances.
Secretarial Auditors ensure that the financial and other
The Board of your Company had records are reliable for preparing Your Company has further put in place
appointed Mr. Arvind Kohli, Proprietor (CP financial and other statements and for a Code of practices and procedures of
No. 2818), M/s Arvind Kohli & Associates, maintaining accountability of assets. fair disclosures of unpublished price
Company Secretaries, Gurgaon, Haryana sensitive information. Both the aforesaid
to conduct Secretarial Audit of your Codes are in line with the PIT Regulations.
Company during FY 2015-16.
RATINGS
During FY under review, ICRA Limited and CRISIL Limited have reaffirmed the following ratings to the Company:
ICRA Limited
Rating Pronounced Amount Program/Category Outlook
“[ICRA]AAA” ICRA triple A 1100.0 Crore Line(s) of Credit Long term rating Stable
“[ICRA]A1+” ICRA A one plus 1100.0 Crore Line(s) of Credit Short term rating -
“IrAAA” IR triple A - Issuer rating Stable
“[ICRA]AAA” ICRA triple A 15.0 Crore Non-Convertible Debentures (NCD) Stable
CRISIL
Rating Pronounced Amount Program/Category Outlook
“FAAA/Stable” F triple A Fixed Deposit Programme Stable
“CRISIL AAA/Stable” CRISIL triple A 150 Million NCD Stable
CRISIL AAA/Stable CRISIL triple A 11 Billion Long term rating Stable
CRISIL A1+ CRISIL A one plus 11 Billion Short term rating -
74
BUSINESS RESPONSIBILITY the National Stock Exchange of India hard work, co-operation and support
REPORT Limited (NSE). have enabled the Company to cross new
The Business Responsibility Report milestones on a continual basis.
(‘BRR’) has been prepared and forms PERSONNEL
part of the Annual Report as Annexure As on March 31 2016, total number A detailed note on ‘People at Hero’
VI. The Report provides a detailed of employees on the records of your forms part of Management Discussion
overview of initiatives taken by your Company were 7,592, as against 7,331 and Analysis Report.
Company from environmental, social in the previous FY.
and governance perspectives. PARTICULARS OF EMPLOYEES
Your Directors place on record their In terms of the provisions of Section
LISTING appreciation for the significant 197(12) of the Act, read with Rules
The equity shares of your Company are contribution made by all employees, who 5(2) and 5(3) of the Companies
presently listed on the BSE Limited and through their competence, dedication, (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, 3. Issue of shares (including sweat temporary and trainees are covered
a statement showing the names and equity shares) to employees of under this Policy.
other particulars of the employees of your Company under any scheme
the Company drawing remuneration in save and except ESOS referred to As per the said policy, an Internal
excess of the limits set out in the said in this Report. Complaints Committee is also in place to
rules can be made available on a specific 4. Neither the Managing Director redress complaints received regarding
request given to the Company, in writing. nor the Whole-time Director sexual harassment. Following is the
of your Company receive any summary of complaints received and
EXTRACT OF ANNUAL RETURN remuneration or commission from disposed of during FY under review:
In terms of Sections 92(2) and 134(3)(a) any of its subsidiaries.
of the Act and rules made thereunder, 5. No significant or material orders No. of complaints received: Nil
extracts of Annual Return in Form MGT 9 were passed by the Regulators or
is annexed to this report as Annexure VII. Courts or Tribunals which impact No. of complaints disposed of: NA
the going concern status and
CONSERVATION OF ENERGY, Company’s operations in future. APPRECIATION
TECHNOLOGY ABSORPTION, 6. Buy back of shares I take this opportunity to express
FOREIGN EXCHANGE EARNINGS my gratitude to the Shareholders &
AND OUTGO DISCLOSURE UNDER THE SEXUAL Investors of the Company for their
Information required under Section HARASSMENT OF WOMEN AT unflinching trust and support. On
134(3)(m) of the Act, read with rules THE WORKPLACE (PREVENTION, behalf of the Board, I would also like to
made thereunder is annexed to this PROHIBITION & REDRESSAL) ACT, thank the Central Government, State
report as Annexure VIII. 2013 Governments, Financial Institutions,
Your Company has in place a policy on Banks, Customers, Dealers, Vendors
STATUTORY DISCLOSURES Prevention of Sexual Harassment. This and Ancillary Undertakings for their co-
Your Directors state that there being no policy is in line with the requirements operation and assistance. I would like to
transactions with respect to following of The Sexual Harassment of Women at reiterate our commitment to continue to
items during FY under review, no the Workplace (Prevention, Prohibition build our organisation into a truly world
disclosure or reporting is required in & Redressal) Act, 2013. All employees, class enterprise in all respects.
respect of the same: whether permanent, contractual,
1. Deposit from the public falling
within the ambit of Section 73 For and on behalf of the Board
of the Companies Act, 2013 and
The Companies (Acceptance of Pawan Munjal
Deposits) Rules, 2014. Chairman
2. Issue of equity shares with DIN: 00004223
differential rights as to dividend, Date: August 8, 2016
voting or otherwise. Place: New Delhi
75
ANNEXURE I
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT 2013, READ
WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
(i) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary
or Manager, if any, in the Financial Year;
Sl. Names of Directors/ Key Managerial Personnel and Remuneration of % increase in Ratio of the
No. Designation Director/KMP for Remuneration remuneration
Financial Year 2015-16 in Financial to the median
(` crores) year 2015-16 employee’s
remuneration
Executive Directors
1 Mr. Brijmohan Lall Munjal, Chairman* 16.10 - 212
2 Mr. Pawan Munjal, Chairman, Managing Director & CEO** 57.40 28.64 755
3 Mr. Sunil Kant Munjal, Joint Managing Director 54.37 28.04 715
Non-Executive Directors #
4 Mr. Paul Bradford Edgerley - - -
5 Mr. Suman Kant Munjal 0.24 300.00 3
Non-Executive and Independent Directors #
6 Dr Anand C. Burman 0.19 164.29 2
7 Mr. M. Damodaran 0.76 111.11 10
8 Mr. Pradeep Dinodia 0.86 31.54 11
9 Dr. Pritam Singh 0.68 70.00 9
10 Mr. Ravi Nath 0.36 56.52 5
11 Ms. Shobana Kamineni 0.21 100.00 3
12 Gen. (Retd.) V. P. Malik 0.73 37.74 10
Employees & Key Managerial Personnel
13 Mr. Ravi Sud, Sr. Vice President & CFO 3.81 - 50
14 Mr. Ilam C Kamboj, Asso. V. P. - Legal and Company Secretary 1.06 - 14
* Resigned as the Chairman effective June 1, 2015
** Appointed as the Chairman w.e.f. June 1, 2015
# Includes sitting fees and commission
76
(ii) The median remuneration of (vi) Average percentage increase made There are no exceptional
employees of the Company during in the salary of employees other circumstances for increase
the financial year was ` 7.60 lacs. than the managerial personnel in in managerial remuneration.
last Financial Year i.e. 2015-16 was Compensation is determined based
(iii) Median salary of employees 11.08%. on identified skill sets critical
in current year has increased to success of the Company. It is
by 7.50% in comparison to the The compensation for the Key determined as per management’s
previous year. Managerial Personnel, Senior review of market demand and
Management and Employees supply.
(iv) The number of permanent (Staff) of the Company is guided
employees on the rolls of Company by the external competitiveness Workmen were paid wages in
as on March 31, 2016 was 7,592 and internal parity through annual accordance to the settlement with
nos. (previous year 7,331 nos.), benchmarking surveys. the union of the workers. Where
including workers defined under there is no union, workmen wages
the Factory Act, 1948. Internally, performance ratings was paid in line with the best
of all employees (staff) are industry practice and applicable law.
(v) (a) Variations in the market always spread across a normal
capitalisation of the Company: distribution curve. The rating (vii) It is hereby affirmed that
The Market capitalization obtained by an employee is used as Remuneration to Key Managerial
as on March 31, 2016 was an input to determine his variable Personnel and Employees of
` 58,823 crores (March 31, and merit pay increases. the Company are in line with
2015 Rs. 52,714 crores). Variable and Merit pay increases the Remuneration Policy of the
are calculated using a combination Company.
(b) Price Earnings Ratio of the of individual performance and
Company was 18.78 (times) as company performance.
at March 31, 2016 and 22.10
(times) as at March 31, 2015.
77
ANNEXURE II
DISCLOSURES PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014, READ
WITH SEBI CIRCULAR DATED JUNE 16, 2015 ON ESOP DISCLOSURES FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016.
Sl.
Particulars Employee Incentive Scheme, 2014
No.
1. Date of shareholders’ approval 22nd September 2014 through postal ballot
2. Total number of options approved under 49,90,000
Employee Incentive Scheme 2014
3. Vesting requirements The Options/RSUs granted under Employee Incentive Scheme 2014 (and various
plans formulated thereunder including Employee Stock Option Plan 2014) would vest
not earlier than one year from the Grant Date in accordance with the SEBI Guidelines
and not later than such Vesting Period as may be determined by the Nomination and
Remuneration Committee, from time to time, on the Grant Date.
Vesting of RSUs shall be subject to the condition that the Grantee is in continuous
employment with the Company and is not serving any notice of resignation on the
date of such Vesting (except in the case of (i) death (ii) Permanent Disability suffered
by the Grantee; (iii) retirement; or (iv) transfer to an entity within the Group and shall
not be subject to any pending disciplinary proceeding and thus the Options and/or
RSUs would vest on passage of time.
In addition to the above, the Nomination and Remuneration Committee may also
specify certain performance parameters subject to which the Options and/or RSUs
would vest. The specific vesting schedule and conditions, if any, subject to which
vesting would take place would be outlined in the Letter of Grant given to the Grantee
at the time of the Grant of Options and/or RSUs.
4. Exercise price or pricing formula The Option and/ or RSU Exercise Price would be determined by the Nomination and
Remuneration Committee, provided that the Exercise Price shall not be less than the
face value of the equity shares of the Company on the date of grant of Options/ RSUs.
5. Maximum term of options granted The Options and/or RSUs granted to a Grantee shall be capable of being exercised
within a period of not exceeding seven years from the date of Grant of the respective
Options and/or RSUs or such other period as may be determined by the Nomination
and Remuneration Committee, from time to time.
6. Source of shares (primary, secondary or Primary
combination)
7. Variation in terms of options Subject to applicable law, the Nomination and Remuneration Committee will at its
absolute discretion have the right to modify/amend the Employee Incentive Scheme
2014 in such manner and at such time or times as it may deem fit, subject however
that any such modification/amendment shall not be detrimental to the interest of
the Grantees/ Employees and approval wherever required for such modification/
amendment is obtained from the shareholders of the Company in terms of the SEBI
Guidelines.
During the year, no amendment/ modification/ variation has been introduced in
terms of options granted by the Company.
8. Method used to account for ESOS - Intrinsic or The employee compensation cost has been calculated using the fair value
fair value method for options using the Black- Scholes Options Pricing Model. The employee
compensation cost as per the fair valuation method for the financial year 2015 -16 is
` 0.93 crores
9. Where the company opts for expensing of Not applicable as the Company has calculated employee compensation cost using
the options using the intrinsic value of the fair value method.
options, the difference between the employee
78 compensation cost so computed and the
employee compensation cost that shall have
been recognized if it had used the fair value
of the options shall be disclosed. The impact
of this difference on profits and on EPS of the
company shall also be disclosed.
10. Weighted-average exercise prices and Weighted average exercise price under ESOP Plan 2014 – ` 2851.50
weighted-average fair values of options shall Weighted average option fair value under ESOP Plan 2014 – ` 1228.39
be disclosed separately for options whose
exercise price either equals or exceeds or is
less than the market price of the stock
Sl.
Particulars Employee Incentive Scheme, 2014
No.
11. A description of the method and significant The fair value of options granted on October 21, 2014 under ESOP Plan 2014 is
assumptions used during the year to estimate estimated using the Black Scholes Option Pricing Model after applying the following
the fair value of options including the following key assumption.
information
(a) the weighted-average values of share price, Risk Free Interest Rate 8.42%
exercise price, expected volatility, expected Expected Life (in years) 4
option life, expected dividends, the risk-free
Expected annual volatility of shares 26.89%
interest rate and any other inputs to the
model; Expected dividend yield 3.17%
(b) the method used and the assumptions
made to incorporate the effects of expected
early exercise;
(c) how expected volatility was determined, The expected volatility has been calculated using the daily stock returns on NSE,
including an explanation of the extent to based on expected life options of each vest.
which expected volatility was based on
historical volatility; and
(d) whether and how any other features of The expected life of share option is based on historical data and current expectation
the option grant were incorporated into and not necessarily indicative of exercise pattern that may occur.
the measurement of fair value, such as a
market condition
12. Diluted EPS on issue of shares pursuant to all ` 156.86 per share
the schemes covered under the regulations
shall be disclosed in accordance with
‘Accounting Standard 20 - Earnings Per Share’
issued by ICAI or any other relevant accounting
standards as prescribed from time to time
13. Relevant disclosures in terms of the ‘Guidance All relevant disclosures have been made in the financial statements.
note on accounting for employee share-based
payments’ issued by ICAI or any other relevant
accounting standards as prescribed from time
to time
Details of Option Movement During the Year

Sl. Employee Stock Option Plan, 2014
Particulars
No. (formulated under Employee Incentive Scheme, 2014)
1. Number of options outstanding at the beginning of the year 23,110
2. Number of options granted during the year NIL
3. Number of options forfeited / lapsed during the year 1,746
4. Number of options vested during the year 4,622
5. Number of options exercised during the year 2,588
6. Number of shares arising as a result of exercise of options 2,588
7. Money realized by exercise of options (INR), if scheme is implemented 55,87,492
directly by the company
8. Loan repaid by the Trust during the year from exercise price received Not Applicable
9. Number of options outstanding at the end of the year 18,776
10. Number of options exercisable at the end of the year 18,776
11. Employee wise details (name of employee, designation, number of options No options were granted during the financial year 2015-16
granted during the year, exercise price) of options granted to -
(a) Key Managerial Personnel/ senior managerial personnel;
(b) any other employee who receives a grant in any one year of option
amounting to 5% or more of option granted during that year; and
(c) identified employees who were granted option, during any one year, 79
equal to or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the company at the time of grant.
ANNEXURE III
CORPORATE GOVERNANCE
REPORT
PHILOSOPHY ON ‘CODE OF and best interest of all stakeholders. internal governance structure with
CORPORATE GOVERNANCE’ It is our firm conviction that good defined roles and responsibilities of
Based on the value architecture created Corporate Governance practices are every constituent within the system.
by Late Dr. Brijmohan Lall Munjal, the powerful enablers, which infuse trust Company’s shareholders appoint
Chairman Emeritus of Hero MotoCorp and confidence and are able to attract members of the Board of Directors (‘the
Ltd. (‘the Company’), the Company’s and retain financial and human capital. Board’) who are responsible for overall
philosophy of Corporate Governance These resources, in turn, are leveraged to governance of the Company.
is built on timeless principles of maximize long-term shareholder value,
transparency, fairness, integrity, equity on a sustainable basis, while preserving The Board has an optimum combination
and accountability. At Hero, we firmly the interests of multiple stakeholders, of executive and non-executive directors.
believe that Corporate Governance is including the society at large. As on March 31, 2016, the Company’s
about doing the ‘right things’ in the ‘right Board comprised of eleven Directors,
manner’. It is a reflection of us - our value The Company is committed to of which two were Executive Directors,
system, work culture & thought process. benchmark itself with the best one of them being the Chairman, two
standards of Corporate Governance, not Non-Executive Directors and seven Non-
Our governance philosophy is all- only in ‘form’ but also in ‘substance’. Executive and Independent Directors,
encompassing and it is our constant including one woman Director.
endeavor to align our vision and BOARD OF DIRECTORS
business strategy with the welfare The Company has put in place an Composition of the Board as on March
31, 2016 is given in Table 1.
Table 1: Company’s Board
Details of Directorships Memberships*
Number of Number of Committee
Number of Directorships held Committee Chairpersonships
Names of Directors Memberships held held
Public (excluding Private, Foreign and
Private Section 8 Other #
Listed Unlisted Section 8 Companies)
Executive Directors
80 Dr. Brijmohan Lall Munjal** 2 3 6 - - 1 None
Mr. Pawan Munjal 1 2 4 1 - None None
Mr. Sunil Kant Munjal 3 2 13 2 1 2 None
Non-Executive Directors
Mr. Suman Kant Munjal 1 3 11 2 - 1 None
Mr. Paul Bradford Edgerley 1 - - - 6 None None
Non-Executive and Independent Directors
Mr. Pradeep Dinodia 5 1 2 - - 3 3
Dr. Pritam Singh 3 - - - - 3 1
Gen. (Retd.) V.P.Malik 1 1 - - - 1 None
Mr. M. Damodaran 5 - 3 1 - 5 2
Dr. Anand C. Burman 2 3 12 1 4 None None
Mr. Ravi Nath 4 - 7 - - 2 1
Ms. Shobana Kamineni 4 6 8 - 1 None None
*As required under Regulation 26 of the Listing Regulations, the disclosure includes memberships/chairmanships of the Audit Committee and Stakeholders’
Relationship Committee.
** Upon his demise, ceased to be a Director w.e.f. November 1, 2015.
#Other denotes Directorship in Foreign Companies.
Mr. Paul Bradford Edgerley meets the an Independent Director in more than DECISION AND DIRECTION
eligibility criteria for independence 3 listed companies. The Board critically evaluates Company’s
stipulated under the Companies Act strategic direction, management
2013 (‘the Act’) and the SEBI (Listing None of the Directors on the Board policies and their effectiveness. Agenda
Obligations and Disclosure Requirements) is a Director in more than 10 Public for the Board includes strategic review
Regulations, 2015 (‘Listing Regulations’). companies nor are they members in from each of the Board Committees, a
He has been appointed as an Independent Committees of the Board in more than detailed analysis and review of annual
Director on Board of the Company w.e.f. 10 Committees or Chairperson of more strategic and operating plans and capital
May 5, 2016 for a term of five years than 5 Committees. allocation and budgets.
subject to approval of members at the
ensuing Annual General Meeting (‘AGM’). INDEPENDENT DIRECTORS The Board periodically reviews possible
Mr. Edgerley has been associated with The Independent Directors of the risks and risk mitigation measures,
the Company since 2011 in the capacity Company are individuals of eminence financial reports from the Chief Financial
of a Non-Executive Director. & repute in their respective fields Officer, compliance reports from the
and they actively contribute to the Company Secretary/Compliance Officer
The Board at its meeting held on strategic direction, operational and business reports from other Executive
August 8, 2016 has inducted Mr. Vikram excellence & corporate governance of Management Team (‘EMT’). These detailed
S. Kasbekar, Head of Operations & the Company. In accordance with the meetings and one-to-one interactions
Supply Chain on the Board of the criteria set for selection of Independent set the agenda and provide the strategic
Company, subject to confirmation by Directors and for determining their roadmap for the Company. The Board has
the shareholders in the ensuing Annual independence, the Nomination and also established seven Committees to
General Meeting. Mr. Kasbekar has Remuneration (‘NR’) Committee of discharge its responsibilities in an efficient
more than four decades of experience the Board, inter alia, considers the and effective manner. The Chairman,
in the fields of operations, supply chain, qualifications, positive attributes, Managing Director & CEO provides overall
manufacturing and project engineering area(s) of expertise and Directorships/ direction and guidance to the Company and
and has contributed significantly to the Committee memberships held by these is assisted by a core group of EMT.
growth of your Company. individuals in other companies. The
Board considers the NR Committee’s BOARD MEETINGS
Mr. Pawan Munjal, Mr. Sunil Kant recommendation and takes appropriate During FY 2015-16, the Board met six
Munjal and Mr. Suman Kant Munjal are decisions in appointment of the times on May 7 2015, June 1, 2015,
promoter directors and are brothers. Independent Directors. August 3, 2015, October 20, 2015,
Apart from this, there is no inter se February 11, 2016 and March 10, 2016.
relationship among the other directors. WOMAN DIRECTOR The gap between any two consecutive
Ms. Shobana Kamineni is a Non- meetings of the Board of the Company
Majority of Directors on the Board of the Executive and Independent woman was not more than 120 days. The
Company are Independent Directors. Director on the Board of the Company. Directors passed four resolutions by
None of the Independent Directors of the Ms. Kamineni has been appointed by circulation on November 29 2015.
Company is serving as an Independent the Board on March 27, 2015 for a fixed
Director in more than 7 listed companies. tenure of five years. Her appointment Details of number of meetings held
Further, no Independent Director of the was approved by the shareholders at during FY 2015-16 and attendance of
Company who is a whole time director the Annual General Meeting held on Directors are given in Table 2.
in another listed company is serving as August 31, 2015.
Table 2: Directors’ Attendance At Board and Last Annual General Meeting

Attendance Record During FY 2015-16
Number of Board Meetings attended
Names of Directors Attendance at last AGM
Held Attended
Dr. Brijmohan Lall Munjal* 6 1 No
Mr. Pawan Munjal 6 6 Yes
Mr. Sunil Kant Munjal 6 5 Yes 81
Non-Executive Directors
Mr. Suman Kant Munjal 6 6 No
Mr. Paul Bradford Edgerley** 6 4 No
Non-Executive and Independent Directors
Mr. Pradeep Dinodia 6 6 Yes
Dr. Pritam Singh 6 6 Yes
Gen. (Retd.) V.P.Malik 6 6 Yes
Mr. M. Damodaran 6 5 No
Dr. Anand C. Burman 6 4 No
Mr. Ravi Nath 6 4 No
Ms. Shobana Kamineni*** 6 4 Yes
* Upon his demise, ceased to be a Director w.e.f. November 1 2015.
**Appointed as an Independent Director w.e.f. May 5 2016.
*** Appointment approved by the members at the AGM held on August 31 2015.
Shareholding of Non-Executive Directors as on March 31, 2016

Names of the Directors Category No. of shares held Beneficiary
Mr. Suman Kant Munjal Non-Executive Director 38,750 Self
32,500 On behalf of Brijmohan Lall & Sons, HUF
32,500 On behalf of Suman Kant & Sons, HUF
12,396,840 On behalf of Brijmohan Lall Om Prakash, Firm
Mr. Pradeep Dinodia Non-Executive and Independent Director 160 Jointly with his son
650 Jointly with his wife
80 Jointly by his son and wife
Apart from the above, none of the the Company: AUDITS

Non-Executive (including Independent) Code of Conduct M/s Deloitte Haskins & Sells, Chartered
Directors held as on March 31, 2016 Environment Policy Accountants, Gurgaon (Firm Registration
any share (as own or on behalf of any Quality Policy No. 015125N) have been appointed as
other person on beneficial basis) in the Safety Policy the Statutory Auditors of the Company
Company. Vigil Mechanism/Whistle Blower in terms of the Act to hold office up to
Policy conclusion of the 34th AGM to be held in
FAMILIARISATION PROGRAMME Remuneration Policy calendar year 2017.
FOR BOARD MEMBERS Policy on Materiality of Related
The Company regularly provides Party Transactions and on dealing The Company has a robust Internal
orientation and business overview with Related Party Transactions Audit Function which reviews and
to its Directors by way of detailed Corporate Social Responsibility monitors internal controls, operating
presentations by the Chairman and Policy systems and procedures. An extensive
various business & functional heads Code of Practices and Procedures risk based programme of internal
at Board meetings and through other of fair disclosure of unpublished audits provides assurance to the Board
interactive programs. Such meetings/ price sensitive information regarding the adequacy and efficacy of
programmes include briefings on Policy on Preservation of internal controls. The function is led by a
the culture, values, business model, documents/Archival Policy senior in-house professional. Based on
domestic and global business of the Policy on Disclosure of Material the requirements of the Company, the
Company, the roles and responsibilities Events by the Listed Entity Head of Internal Audit, with the approval
of directors and senior executives. Policy for prevention of Sexual of the Audit Committee, may in-source,
Besides these, the Directors are Harassment at Work Place outsource or co-source internal audit
regularly updated about Company’s Human Resource Policy activities.
new projects, R&D initiatives, changes Occupational Health and Safety
in regulatory environment and strategic Manual BOARD/COMMITTEE MEETINGS &
direction. PROCEDURES
Apart from the above, the Company Frequency of Meetings and
The Board members are also provided has policies for effective and efficient Information Supplied
relevant documents, reports and internal functioning of the Company. These A well-defined system of convening at
policies to facilitate familiarisation policies are adequately disseminated. least 5 pre-scheduled Board meetings
with the Company’s procedures and annually is currently in place in the
practices, from time to time. CODE OF CONDUCT FOR Company. However, additional Board
THE BOARD AND SENIOR meetings are convened, from time to
The details of Company’s familiarisation MANAGEMENT PERSONNEL time, as per specific requirements by
programme for Directors are The Company has laid down a giving appropriate notice. Wherever it is
posted on the Company’s website, comprehensive Code of Conduct (‘Code’) not possible to convene a Board Meeting,
www.heromotocorp.com and can for the Board and senior management resolutions are passed by circulation in
be viewed at the following link: personnel of the Company. terms of the Act in order to meet the
http://www.heromotocorp.com/en-in/ business exigencies.
about-us/familiarisation-program-of- The Company has received affirmations
82
independent-directors.html from Board members as well as The Board is given presentations
senior management confirming their covering various aspects of business,
CODES & POLICIES compliance with the said Code for the FY major subsidiaries, global and domestic
The Company strives to conduct its 2015-16. An annual declaration signed business environment, safety and
business and strengthen its relationships by the Chairman, Managing Director environment related matters, strategy
in a manner that is dignified, distinctive & CEO to this effect forms part of this and risk management practices.
and responsible. It adheres to highest Report.
ethical standards to ensure integrity, The Chairman, Managing Director &
transparency, independence and The Code is available on the website CEO, Chief Financial Officer and the
accountability in dealing with its of the Company at http://www. Company Secretary of the Company, in
stakeholders. Accordingly, the following heromotocorp.com/en-in/about-us/ consultation with other EMT members
codes and policies have been adopted by code-of-conduct.html. finalize the agenda for Board meetings.
In addition to regular business items,
the following information is regularly Information Material for Board/ Agenda of these meetings included the
placed before the Board: Committee Meetings following items:
Annual operating plans and The Agenda and corresponding Notes a. Review the performance of non-
budgets and any updates; to Agenda for all Board & Committee independent directors and the
Capital budgets and any updates; Meetings are circulated to Directors in Board as a whole;
Quarterly results of the Company advance in a defined format. All material b. Review the performance of the
and its operating divisions or information is incorporated in the Chairman of the Company, taking
business segments; Agenda for facilitating meaningful and into account the views of executive
Minutes of meetings of Audit focused discussions at the meetings. directors and non-executive
Committee and other Committees Where it is not practicable to attach any directors;
of the Board of Directors; document to the Agenda, it is tabled c. Assess the quality, quantity
Information on recruitment and before the meeting. In special and and timeliness of flow of
remuneration of senior officers just exceptional circumstances, the agenda, information between the company
below the Board level, including along with the annexures is sent at a management and the Board that
appointment or removal of Chief shorter notice, with due adherence to is necessary for the Board to
Financial Officer and the Company the Secretarial Standards issued by effectively and reasonably perform
Secretary; the Institute of Company Secretaries of their duties; and
Show cause, demand, prosecution India. d. Discuss matters pertaining to the
notices and penalty notices, which Company’s businesses.
are materially important; Minutes of Board/Committee
Fatal or serious accidents, Meetings COMMITTEES OF THE BOARD
dangerous occurrences, any Minutes of proceedings of each Board Audit Committee
material effluent or pollution and Committee meeting are recorded Your Company has a duly constituted
problems; and draft minutes are circulated to Audit Committee and its composition and
Any material default in financial Board/Committee members for their mandate are in line with the requirements
obligations to and by the company, confirmation within 15 days from the of the Act and Listing Regulations. As
or substantial non-payment for date of meeting. The inputs, if any, of the on March 31, 2016, Audit Committee
goods sold by the Company; Board & Committee Members are duly consisted of four Non-Executive and
Any issue, which involves possible incorporated in the Minutes after which Independent Directors in accordance with
public or product liability claims these are entered in the Minutes Book the prescribed guidelines. Mr. Pradeep
of substantial nature, including within 30 days from the date of meeting. Dinodia, a leading Chartered Accountant,
any judgement or order which, is the Chairman of the Committee. Other
may have passed strictures on the Actions taken post Board/ members of the Committee are Gen.
conduct of the Company or taken Committee Meetings (Retd.) V. P. Malik, Mr. M. Damodaran
an adverse view regarding another Guidelines for the Board and Committee and Dr. Pritam Singh, all learned and
enterprise that can have negative meetings facilitate an effective post eminent personalities in their respective
implications on the Company; meeting follow-up, review and reporting fields. Members of the Audit Committee
Details of any joint venture or of decisions taken by the Board and have adequate knowledge in the fields
collaboration agreement; Committee members at their respective of finance, accounting, management
Transactions that involve meetings. Important decisions taken and law.
substantial payment towards at Board and Committee meetings
goodwill, brand equity, or are communicated promptly to the The Audit Committee has the following
intellectual property; concerned departments/HODs. Action terms of reference:
Significant labour problems and taken reports (ATRs) on decisions 1. Recommendation for appointment,
their proposed solutions. Any taken or recommendations made by remuneration and terms of
significant development in Human the Board/Committee members at the appointment of auditors of the
Resources/ Industrial Relations previous meeting(s) are circulated at company;
front, like signing of wage their succeeding meetings. 2. Review and monitor the auditor’s
agreement, implementation of independence and performance,
Voluntary Retirement Scheme etc.; INDEPENDENT DIRECTORS’ and effectiveness of audit process;
83
Sale of investments, subsidiaries, MEETING 3. Examination of the financial
assets, which are material in In accordance with the provisions of statements and the auditors’
nature and not in normal course of the Act, Independent Directors of the report thereon;
business; Company are mandated to hold at 4. Approval or any subsequent
Quarterly details of foreign least one meeting in a year without modification of transactions of the
exchange exposures and the steps the attendance of non-independent company with related parties;
taken by management to limit the directors and members of the 5. Scrutiny of inter-corporate loans
risks of adverse exchange rate management. Accordingly, during the and investments;
movement, if material; FY 2015-16, Independent Directors met 6. Valuation of undertakings or
Non-compliance of any regulatory, twice, i.e. on June 1, 2015 and December assets of the company, wherever it
statutory or listing requirements 14, 2015. These meetings were attended is necessary;
and shareholders service such as, by a majority of Independent Directors. 7. Evaluation of internal financial
non-payment of dividend, delay in controls and risk management
share transfer etc. systems;
8. Monitoring the end use of funds Reviewing, with the management, Approval of appointment of CFO
raised through public offers and the statement of uses / application (i.e., the whole-time Finance
related matters. of funds raised through an Director or any other person
9. Operate the Vigil Mechanism in the issue (public issue, rights issue, heading the finance function or
Company. preferential issue, etc.), the discharging that function) after
statement of funds utilized for assessing the qualifications,
Apart from above, following are the purposes other than those stated in experience and background, etc. of
terms of reference in accordance with the offer document / prospectus / the candidate;
the Listing Regulations: notice and the report submitted by Carrying out any other function
Oversight of the Company’s the monitoring agency monitoring as is mentioned in the terms of
financial reporting process and the utilisation of proceeds of a reference of the Audit Committee.
the disclosure of its financial public or rights issue and making
information to ensure that the appropriate recommendations to The Audit Committee also mandatorily
financial statements are correct, the Board to take up steps in this reviews the following information:
sufficient and credible; matter; 1. Management Discussion and
Approval of payment to statutory Approval of any subsequent Analysis of financial condition and
auditors for any other services modification of transactions of the results of operations;
rendered by the statutory auditors; Company with related parties; 2. Statement of significant related
Reviewing, with the management, Reviewing, with the management, party transactions (as defined by
the annual financial statements performance of statutory and the audit committee), submitted by
and auditors’ report thereon before internal auditors, adequacy of the management;
submission to the board for approval, internal control systems; 3. Management letters / letters
with particular reference to: Reviewing the adequacy of internal of internal control weaknesses
audit function, if any, including issued by the statutory auditors;
Matters required to be the structure of the internal audit 4. Internal audit reports relating to
included in the Director’s department, staffing and seniority of internal control weaknesses; and
Responsibility Statement to the official heading the department, 5. Appointment, removal and terms
be included in the Board’s reporting structure coverage and of remuneration of the Internal
report in terms of clause (c) of frequency of internal audit; Auditor shall be subject to review
sub-section 3 of section 134 Discussion with internal auditors by the Audit Committee.
of the Companies Act, 2013; of any significant findings and
Changes, if any, in accounting follow up there on; Upon invitation, the CFO, Head of Internal
policies and practices and Reviewing the findings of any Audit and Statutory Auditors of the
reasons for the same; internal investigations by the Company attend meetings of the Audit
Major accounting entries internal auditors into matters Committee. The Company Secretary acts
involving estimates based on where there is suspected fraud or as the Secretary of the Audit Committee.
the exercise of judgment by irregularity or a failure of internal
management; control systems of a material During FY 2015-16, six meetings of
Significant adjustments made nature and reporting the matter to the Audit Committee were held on May
in the financial statements the board; 6, 2015; June 1, 2015; August 3, 2015;
arising out of audit findings; Discussion with statutory auditors October 19, 2015; February 10, 2016
Compliance with listing and before the audit commences, about and March 28, 2016 in due compliance
other legal requirements the nature and scope of audit as with the provisions of the Act and Listing
relating to financial statements; well as post-audit discussion to Regulations.
Disclosure of any related ascertain any area of concern;
party transactions; To look into the reasons for The Composition of the Audit Committee
Qualifications in the draft substantial defaults in the payment and attendance details of members are
audit report; to the depositors, debenture given below in Table 3.
holders, shareholders (in case of
Reviewing, with the management, non-payment of declared dividends)
84
the quarterly financial statements and creditors;
before submission to the board for To review the functioning of the
approval; Whistle Blower mechanism;
Table 3: Details of Audit Committee Members and number of Meetings Attended

No. of meetings held No. of meetings
Names of Committee Members Position held
during FY 2015-16 Attended by the Member
Mr. Pradeep Dinodia Chairman 6 6
Gen. (Retd.) V. P. Malik Member 6 6
Dr. Pritam Singh Member 6 6
Mr. M. Damodaran Member 6 6
Reporting of Internal Auditor are in consonance with the provisions to carry out evaluation of every
The Head of Internal Audit of the of Section 178 of the Act and Regulation director’s performance;
Company attends meetings of the Audit 19(4), read with Schedule II of Listing to devise a policy on Board diversity;
Committee on a regular basis and Regulations. to administer and superintend the
findings of internal audits are reported ESOP, including but not limited to
directly to the Audit Committee. The terms of reference of the NR the formulation of detailed terms
Committee include the following: and conditions of the ESOS .
NOMINATION AND REMUNERATION to formulate and recommend
(‘NR’) COMMITTEE to the Board of Directors the As on March 31, 2016, the NR Committee
The Nomination and Remuneration Company’s policies, relating to the consisted of 3 Independent Directors viz.
Committee, inter-alia, reviews and remuneration for the directors, key Gen. (Retd.) V. P. Malik, Chairman and
recommends payment of annual salaries, managerial personnel and other Mr. Pradeep Dinodia and Mr. Ravi Nath
commission payable to the Executive employees, criteria for determining as members.
Directors of the Company besides qualifications, positive attributes
finalizing their service agreements and independence of a director; During FY 2015-16, two meetings of the
and other employment terms and to formulate criteria for evaluation NR Committee were held on June 1, 2015
conditions. The NR Committee takes into of Independent Directors and the and March 28, 2016.
consideration the best remuneration Board;
practices being followed in the industry to identify persons who are Upon invitation, Mr. Pawan Munjal,
while fixing appropriate remuneration qualified to become directors and Chairman, Managing Director & CEO of
packages and also administers employee who may be appointed in senior the Company attended all the Meetings
stock option scheme. management in accordance of NR Committee held during FY 2015-16.
with the criteria laid down and
The nomenclature, constitution and recommend to the Board their The Composition of NR Committee and
terms of reference of the Committee appointment and removal; attendance details of members are
given below in Table 4.
Table 4: Details of Nomination and Remuneration Committee Members and Number of Meetings Attended
during FY 2015-16 Attended by the Member
Gen. (Retd.) V. P. Malik Chairman 2 2
Mr. Pradeep Dinodia Member 2 2
Mr. Ravi Nath Member 2 1
Remuneration Policy Reflective of line expertise and authorities, as the case may be.
The Company’s Remuneration Policy market competitiveness so as to
represents the overreaching approach attract the best talent. At the Board meeting, only the
of the Company to the remuneration of Non-Executive and Independent
Directors and Senior management. The policy is available on Company’s Directors participate in approving the
website at www.heromotocorp.com remuneration paid to the Executive
The compensation of Directors, and can be viewed at the following link: Directors. The remuneration is arrived
Key Managerial Personnel, Senior http://www.heromotocorp.com/en-in/ at by considering various factors
Management and other employees is about-us/key-policies/remuneration- such as qualification, experience,
based on the following principles: policy.html expertise, prevailing remuneration in
Aligning key executive and board the industry and the financial position
remuneration with the longer term Remuneration paid to Executive of the Company. The elements of the
interests of the company and its Directors remuneration and limits are pursuant to
shareholders; As per the remuneration policy, the the provisions of Sections 178 and 197
Minimizing complexity and remuneration paid to Executive Directors and Schedule V of the Act and also as
ensuring transparency; is recommended by the NR Committee per Listing Regulations.
85
Link to long term strategy as well and approved by the Board in the Board
as annual business performance meeting, subject to the subsequent Table 5 gives details of remuneration
of the Company; approval by the shareholders at the paid to Executive Directors.
Promoting a culture of meritocracy general meeting and such other
and linked to key performance and
business drivers; and
Table 5: Remuneration to Executive Directors# (` in crores)

Perquisites and Commission
Names of Directors Basic Salary PF & Gratuity Total
Allowances (Fixed)
Dr. Brijmohan Lall Munjal* 0.92 7.53 7.54 0.11 16.10
Mr. Pawan Munjal 4.98 5.61 45.23 1.58 57.40
Mr. Sunil Kant Munjal 4.14 3.68 45.23 1.32 54.37
* Appointed as Non-Executive Director w.e.f. June 1, 2015 and upon his demise, ceased to be Director w.e.f. November 1, 2015.
# No notice period and severance fee is payable to Executive Directors as on March 31, 2016.
Criteria for Payment to Remuneration paid to are also entitled to remuneration by way
Non-Executive Directors Non-Executive Directors of commission aggregating up to 0.10 %
The non-executive Directors receive The Non-Executive Directors of the of net profit of the Company pursuant to
remuneration by way of sitting fees company are paid sitting fees of ` 1 lakh the provisions of Sections 197 and 198
for attending meetings of the Board or for attending each meeting of the Board, of the Act in addition to the sitting fees.
Committees thereof and are also eligible for Committees thereof and any other
commission as a percentage of net profits meetings of the Directors. The Non- Table 6 gives details of remuneration
as may be decided by the Nomination and Executive and Independent Directors paid to Non-Executive Directors.
Remuneration Committee.
Table 6: Remuneration to Non-Executive Directors# (` in crores)

Names of Directors Sitting fees Commission Total
Mr. Suman Kant Munjal 0.06 0.18 0.24
Mr. Paul Bradford Edgerley - - -
Mr. Pradeep Dinodia 0.24 0.62 0.86
Gen. (Retd.) V. P. Malik 0.20 0.53 0.73
Dr. Pritam Singh 0.18 0.50 0.68
Mr. M. Damodaran 0.21 0.55 0.76
Mr. Ravi Nath 0.12 0.24 0.36
Dr. Anand C. Burman 0.05 0.14 0.19
Ms. Shobana Kamineni 0.06 0.15 0.21
# No stock options have been granted to any non-executive or independent directors
During FY 2015-16, the Company STAKEHOLDERS’ RELATIONSHIP To take note of total number of
did not advance any loan to any of (‘SR’) COMMITTEE pending share transfers
its Directors. Further, there are no This Committee looks into investors’ To consider and resolve the
pecuniary relationships or transactions grievances arising out of issues regarding grievances of the security holders
between the Independent Directors and share transfers, dividends, dematerialisation of the listed entity including
the Company, other than the sitting fees and related matters and takes requisite complaints related to transfer
and commission drawn by the Non- action(s) to redress the same. of shares, non-receipt of annual
Executive and Independent Directors for report and non-receipt of declared
attending the meetings of the Directors, The terms of reference of the SR dividends.
Board and its Committees. Committee has been consolidated in the
meeting of Board of Directors held on During the year, four meetings of the
PERFORMANCE EVALUATION May 05, 2016 which, inter-alia, include Stakeholders Relationship Committee
CRITERIA FOR INDEPENDENT the following: were held on May 06, 2015; August 03,
DIRECTORS To take note and consider total 2015; October 19, 2015 and February
A formal evaluation of performance of number of shareholders complaints 10, 2016.
the Board, its Committees, the Chairman received so far including from all
and individual Directors was carried out authorities The details of the Stakeholders‘
in the year 2015-16 details of which are To take note of the complaints Relationship Committee are given in
provided in the Board’s Report. not solved to the satisfaction of Table 7.
shareholders; and
Table 7: Details of Stakeholders’ Relationship Committee

during FY 2015-16 Attended
Dr. Pritam Singh Chairman 4 4
Mr. M. Damodaran Member 4 4
86 Mr. Ravi Nath Member 4 3
Investors’ Grievance Redressal:

During FY 2015-16, the following complaints/requests/queries were received and redressed. They were attended within a period
of 10-15 days from the date of receipt.
Sl. Closing
Nature of Complaints/ Requests Opening Received Resolved
No. (Pending)
1. Non receipt of shares - 20 20 -
2. Request for issue of duplicate shares 1 346 345 1
3. Non receipt of dividend warrants - 251 251 -
4. Change of address - 213 213 -
5. Mandate cases/bank description - 26 26 -
6. Miscellaneous 18 2215 2199 34
Board Support and Role of Company matters arising out of the deliberations to be incurred on CSR activities and
Secretary in Overall Governance during a meeting. The functional heads closely and effectively monitors the
Process in turn provide updates to the Board at implementation of the policy.
The Company Secretary plays a the following meeting. All the Directors
key role in ensuring that the Board of the Company have access to the The terms of reference of the CSR
procedures are followed and regularly advice of the Company Secretary. Committee, inter-alia, include the following:
reviewed, Investor queries are handled Formulation of CSR Policy as
promptly and reports to the Board about The Company Secretary has also been specified in Schedule VII of the Act,
compliance with the applicable statutory designated as Compliance Officer. Mr. indicating the activities, projects,
requirements and laws. Ilam C. Kamboj, Company Secretary timelines and expenditure thereon;
& Compliance Officer resigned from Recommendation of CSR Policy to
The Company Secretary attends his position w.e.f. April 2, 2016 and Ms. the Board;
the meetings of the Board and its Neerja Sharma has been appointed Recommendation of the amount of
Committees and ensures appropriate as the Company Secretary & Chief expenditure to be incurred on the
recording of minutes of the meetings. Compliance Officer with effect from activities referred above; and
The process for the Board/Committee August 8, 2016. Monitoring the implementation of
meetings provides an effective post the policy.
meeting follow up, review and reporting CORPORATE SOCIAL
mechanism for the action taken on the RESPONSIBILITY (‘CSR’) COMMITTEE During FY 2015-16, four meetings of the
decisions/ instructions of the Board and The CSR Committee is responsible for Committee were held on May 06, 2015,
its Committees. As per Board’s decision, formulation and recommendation of August 03, 2015, October 19, 2015 and
the Company Secretary informs the the CSR Policy of the Company. It also February 10, 2016. The details of the
concerned functional heads about recommends the amount of expenses CSR Committee are given in Table 8.
Table 8: Details of CSR Committee

Mr. Pawan Munjal Chairman 4 4
Gen. (Retd.) V. P. Malik Member 4 4
The Company Secretary acts as the Secretary of the Committee.
RISK MANAGEMENT (‘RM’) The Company has a duly constituted Monitoring of material risks to
COMMITTEE Risk Management Committee which which the organization is exposed
Risk management at Hero is a assists the Board in its oversight of the and ensuring implementation of
continuous enterprise-wide function, Company’s management of key risks, appropriate mitigation plan;
which ensures that risks across the as well as the guidelines, policies and Ensuring the sustainability of
organisation are identified and reviewed procedures monitoring and integrating risk management framework
regularly and counter measures remain such risks within overall business risk and process through continuous
fit for purpose. It is: management framework. reviewing mechanism; and
Mandated and integrated with all Delegation of any of the aforesaid
business processes and linked to The terms of reference of the RM tasks as the RM Committee may
the achievement of our strategic Committee, inter-alia, include the following: deem fit.
objectives; Development of a formal risk
Standardised and structured management structure; During the year under review, four
via a continuous process of Formation of an Executive meetings of the RM committee were
identification, analysis, mitigation, Management Team, if deemed held on May 06, 2015, August 03, 2015,
monitoring and reporting; necessary and delegation of October 20, 2015 and February 10, 2016.
Open and transparent across responsibility to it; The details of the Risk Management
87
the business and promptly Creation of a separate Risk Committee are given in Table 9.
communicated so as to support Management function or
effective and timely decision making; department if deemed necessary;
Iterative and responsive to Defining of risk across the
business change. Organization;
Table 9: Details of Risk Management Committee

Mr. Pawan Munjal Chairman 4 4
Mr. Ravi Nath Member 4 3
Mr. Ravi Sud, Sr. Vice President & CFO, COMMITTEE OF DIRECTORS The meetings of the Committee are
Mr. Vikram S. Kasbekar, Sr. Vice The Company has a Committee of convened as and when need arise.
President- Head of Operations & Supply Directors which presently comprises Mr. During the financial year under review,
Chain and Mr. Rajat Bhargava, Head Pawan Munjal as Chairman, Mr. Suman seven meetings of the Committee were
Strategy & Performance Transformation Kant Munjal and Mr. Pradeep Dinodia held. The details of the Committee of
of the Company are permanent invitees as its members. Mr. Ravi Sud, Sr. Vice Directors are given in Table 10.
to the Committee and the Company President & CFO and the Company
Secretary acts as the Secretary of the Secretary are the permanent invitees to
Committee. the Committee.
Table 10: Details of Committee of Directors

Dr. Brijmohan Lall Munjal* Chairman 7 3
Mr. Pawan Munjal** Member 7 6
Mr. Suman Kant Munjal Member 7 7
Mr. Pradeep Dinodia Member Appointed as Member w.e.f. May 5, 2016 thus
not applicable.
* Upon his demise, ceased to be the Chairman of the Committee w.e.f. November 1, 2015
** Appointed as the Chairman of the Committee w.e.f. May 5, 2016
SHARE TRANSFER (‘ST’) COMMITTEE There were no material significant Compliances by the Company
The ambit of the ST Committee is to related party transactions made by There are neither any non-compliance
streamline the work related to share the Company with the Promoters, of any legal provision of applicable
transfers etc. Mr. Ravi Sud, Sr. Vice Directors, Key Managerial Personnel or law, nor any penalty, stricture imposed
President & CFO, Mr. Surender Chhabra, other related parties, which may have a by the stock exchanges or SEBI or any
VP-Finance and Mr. Neeraj Mathur, VP- potential conflict with the interest of the other authority, on any matters related
Strategic Sourcing & Supply Chain are Company at large. to capital market during the previous
members of the Committee. 3 (three) financial years.
The policy on dealing with Related
During the year under review, ten Party Transactions is disclosed on Vigil Mechanism/Whistle Blower
meetings of the Committee were held. Company’s website, link for which is Policy
http://www.heromotocorp.com/en-in/ In compliance with the SEBI regulations
DISCLOSURES about-us/key-policies.html. the Audit Committee of the Company
Insider Trading approved the policy/mechanism on
In terms of the SEBI (Prohibition of Disclosures on materially significant dealing with Whistle Blowers. The
Insider Trading) Regulations, 2015 Related Party Transactions that may Audit Committee reviews the same as
(‘PIT Regulations’), the Company has have potential conflict with the interest and when required. The said policy/
a comprehensive Code of Conduct for of the Company at large. mechanism is disclosed on company’s
regulating, monitoring and reporting of website, link for which is http://www.
trading by Insiders. The said Code lays There was no materially significant heromotocorp.com/en-in/about-us/
down guidelines which provide for the transaction entered by the Company key-policies.html.
procedure to be followed and disclosures with the Promoters, Directors or
whilst dealing with shares of the Company. Management or their relatives etc. that During the FY under review, six
has potential conflict with the interest of complaints were received and processed.
Further, in terms of the PIT Regulations, the Company at large. Out of these, three complaints have
the Company has put in place a Code been investigated & acted upon and rest
of Practices and Procedures of Fair Disclosure of policy on Material are under investigation. No person was
Disclosures of Unpublished Price Subsidiaries denied access to the Audit Committee.
Sensitive Information. The policy for determining material
88
subsidiaries is available on the Commodity Price risk or foreign
Related Party Transactions Company’s website, www.heromotocorp. exchange risk and hedging
In terms of Section 188(1) of the Act, all com at the following link: http://www. activities
related party transactions entered into heromotocorp.com/en-in/about-us/ Your Company has an exposure of
by the Company during the FY 2015-16 key-policies/policy-on-material.html. commodity price risk and foreign
were carried out with prior approval of exchange risk denominated in USD for
the Audit Committee. No approval of the Accounting Treatment in exports and USD, EUR and JPY in respect
Board was required as all transactions preparation of Financial Statements of its imports. The Company uses
were on an arm’s length basis and The guidelines/Accounting Standards various instruments as approved under
in the ordinary course of business. laid down by the Institute of Chartered the Central Bank regulations to hedge
Related Party Transactions pursuant to Accountants of India (ICAI) and notified by these exposures. Details of the hedged
Accounting Standard 18 were, however, the Companies (Accounting Standards) and unhedged positions are available
disclosed to the Board. Rules, 2006 are followed in preparation of in the Notes to standalone financial
the Financial Statements of the Company. statements in the Annual Report.
Disclosures with respect to demat dedicated functional segment, named NEWS RELEASES AND
suspense account/unclaimed ‘INVESTORS’ where all the information PRESENTATIONS
suspense account meant for the shareholders are available, Official news releases and official
In compliance with Regulation 39(4), read including information on Directors, media releases are sent to Stock
with Schedule VI of the Listing Regulations, Shareholding Pattern, Quarterly Reports, Exchanges on which the shares of
the Company has sent three reminders to Financial Results, Annual Reports, Press the Company are listed and are also
the shareholders whose share certificates Releases, details of unpaid/unclaimed uploaded on the Company’s website at
are lying undelivered with the Company and dividends and various policies of the www.heromotocorp.com.
has requested them to claim the shares Company.
and to update their correct details viz. PRESENTATIONS TO
postal address, PAN details etc. registered NSE ELECTRONIC APPLICATION INSTITUTIONAL INVESTORS/
with the Company/RTA. The shares which PROCESSING SYSTEM (‘NEAPS’): ANALYSTS
remain unclaimed will be transferred into NEAPS is a web-based application Detailed presentations are made to
one folio in the name of ‘Hero MotoCorp designed by the National Stock Exchange institutional investors and financial
Ltd.-Unclaimed Suspense Account’ in due of India Ltd. (‘NSE’) for corporate filings. analysts on the Company’s unaudited
course of time and shall be dematerialized. All periodical compliance related filings, quarterly, as well as audited annual
like shareholding pattern, corporate financial results. These presentations
CEO & CFO CERTIFICATION governance report, media releases, are also uploaded on the Company’s
The Chairman, Managing Director & CEO corporate actions are filed electronically website at www.heromotocorp.com.
and the CFO of the Company furnish on NEAPS.
a certificate on quarterly and annual ANNUAL REPORT
basis on financial statements of the BSE CORPORATE COMPLIANCE The Annual Report containing, inter
Company in terms of Regulation 33(2) & LISTING CENTRE (‘LISTING alia, the Audited Financial Statements,
(a) and Regulation 17(8), respectively CENTRE’): Consolidated Financial Statements,
of the Listing Regulations. In terms of The Listing Centre of BSE Ltd. is a web- Directors’ Report, Auditors’ Report, the
Regulation 17(8) of Listing Regulations, based application designed for corporate Management Discussion and Analysis
the certificate duly signed by the filings. All periodical compliance filings (MDA) Report and other important
Chairman, Managing Director & CEO like shareholding pattern, corporate information is circulated as desired
and the CFO of the Company was placed governance report, media releases, and is also available on the Company’s
before the Board at its meeting held on among others are filed electronically on website at www.heromotocorp.com.
May 5, 2016 and is annexed to this report. the Listing Centre.
GREEN INITIATIVE
RE-APPOINTMENT OF DIRECTORS Financial Results Information is uploaded on Company’s
Mr. Suman Kant Munjal, Non-Executive Pursuant to erstwhile Clause 41 of the website for registering email IDs of
Director of the Company shall retire by Listing Agreement and Regulation 33 of Investors so that Annual Reports and
rotation at the ensuing Annual General Listing Regulations, the Company has other information may be sent to them
Meeting and being eligible, offers regularly furnished within the prescribed in electronic form to save paper.
himself for re-appointment. timeline the quarterly un-audited, as well
as annual audited financial results to GENERAL BODY MEETINGS
Brief resume/profile of Mr. Suman Kant both the Stock exchanges i.e. BSE & NSE. Details of Extra Ordinary General
Munjal is provided in the Notice of the 33rd Meeting (EGM)/Annual General
AGM forming part of this Annual Report. Quarterly and Annual financial results Meeting (AGM)
are also published in English language Location, date and time of general
MEANS OF COMMUNICATION national daily newspaper circulating in meetings held during the previous 3
Company Website the whole of India and in daily newspaper (three) years and Ordinary and Special
Pursuant to Regulation 46 of the Listing published in the vernacular language resolutions passed thereat are given in
Regulations, the Company’s website, in state where registered office of the table as under:
www.heromotocorp.com contains a Company is situated.
DETAILS OF ANNUAL GENERAL MEETING/ EXTRA ORDINARY GENERAL MEETING 89

Details of EGM held: No EGM was held during the previous 3 (three) years.
Table 11: Details of AGMs held

Year Time, Day, Date and Location Summary of Special Resolution(s) Passed
2014-15 11:00 A.M., Monday, August 31, 2015 Amendment of Memorandum of Association of the Company.
Air Force Auditorium, Subroto Park, Adoption of new set of Articles of Association of the Company.
New Delhi 110 010. Remuneration to Non-Executive and Independent Directors by way of
Commission.
2013-14 10:00 A.M., Tuesday, August 05, 2014 To modify the terms of appointment of Mr. Brijmohan Lall Munjal (DIN
Air Force Auditorium, Subroto Park, 00004134), Chairman and Whole-time Director; and
New Delhi 110 010. To modify the terms of remuneration by way of Commission to Non-
Executive and Independent Directors
2012-13 10:30 A.M., Wednesday, September 11, 2013 Renewal of Remuneration by way of commission to Non-Executive
Air Force Auditorium, Subroto Park, and Independent Directors
New Delhi 110 010.
POSTAL BALLOT
During the financial year ended March 31, 2016, no resolutions were passed by postal ballot, hence disclosure under this section
is not applicable.
GENERAL SHAREHOLDER’S INFORMATION

Annual General Meeting
Date : September 23, 2016
Day : Friday
Time : 10:30 A.M.
Venue : Air Force Auditorium, Subroto Park, New Delhi – 110 010.
Financial Calendar: Financial year: April 1, 2015 to March 31, 2016.

For the financial year 2015 – 16. Results were announced on
First quarter ended June 30, 2015 Monday, August 03, 2015
Second quarter and half year ended September 30, 2015 Tuesday, October 20, 2015
Third quarter and nine months ended December 31, 2015 Thursday, February 11, 2016
Fourth quarter and year ended March 31, 2016 Thursday, May 05, 2016
Results are likely to be announced

For the financial year 2016-17
on (Tentative and subject to change)
First quarter ending June 30, 2016 August, 2016 (2nd Week)
Second quarter and half year ending September 30, 2016 October, 2016 (3rd Week)
Third quarter and nine months ending December 31, 2016 January, 2017 (3rd Week)
Fourth quarter and year ending March 31, 2017 May, 2017 (2nd Week)
Book closure The Board has recommended a Final Listing on Stock Exchange
The dates of book closure shall be from Dividend @ 1600%, i.e. ` 32 per equity The securities of the Company are listed
September 17, 2016 to September 23, share for the financial year 2015-16. The on the following exchanges:
2016 (both days inclusive). dividend, if approved by shareholders 1. BSE Limited (BSE) based at Phiroze
at the ensuing AGM shall be paid to Jeejeebhoy Towers, Dalal Street,
Dividend payment those shareholders/beneficial owners Mumbai 400 001; &
The Board has declared an Interim whose names appear on the Register 2. National Stock Exchange of India
Dividend @ 2000%, i.e. ` 40 per share. The of Members/Depository Records as at Limited (NSE) based at Exchange
dividend was paid to those shareholders closing hours of business on September Plaza, Plot No. C/1, G Block, Bandra
whose names appeared on the Register of 16, 2016. Kurla Complex, Bandra (East),
Members as on March 22, 2016. Mumbai 400 051.
Stock Codes
The Company’s stock codes on the above stock exchanges are:
Scrip Code Bloomberg
BSE 500182 HMCL:IB
NSE HEROMOTOCO HMCL:IS
Annual Listing Fees

Annual Listing fees for the FY 2016-17 has been paid to BSE and NSE within the stipulated time.
Stock Market Data

The Company’s market capitalisation is included in the computation of the BSE Sensex, BSE-100, BSE-200, BSE-500, BSE Sectoral
Indices, S&P CNX Nifty, NSE Nifty 500 Index and NSE Nifty 100 Index. Monthly high and low quotations, as well as the volume of
90
shares traded at the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, are given in Table 12.
Table 12: Share Price Data for 2015-16 (in `)

(Equity Shares of ` 2 each Paid Up Value)
National Stock Exchange of India Limited, Mumbai (NSE)

Total Volume Volume on Volume on
Month High Price (`) Date Low Price (`) Date
(No. of Shares) that day that day
Apr-15 18430790 2678 06.04.2015 365024 2293.5 21.04.2015 901340
May-15 17293925 2705 29.05.2015 701724 2251.3 08.05.2015 1079192
Jun-15 8925852 2737.9 01.06.2015 510174 2482 15.06.2015 253983
Jul-15 8368702 2749.45 27.07.2015 453942 2500.4 01.07.2015 401143
Aug-15 10846502 2793.8 04.08.2015 1657551 2364.25 27.08.2015 937972
Sep-15 6795082 2449.85 22.09.2015 380613 2257.2 07.09.2015 257462
Oct-15 5250127 2667.6 21.10.2015 643276 2400 01.10.2015 541532
Nov-15 7369843 2734.3 30.11.2015 604367 2532.7 02.11.2015 367201
Dec-15 7204450 2738 29.12.2015 283306 2500.45 14.12.2015 178832
Jan-16 5596802 2695 01.01.2016 141582 2377.15 18.01.2016 285797
Feb-16 6612106 2728.8 22.02.2016 273758 2438 17.02.2016 303578
Mar-16 10491047 2985.95 31.03.2016 1174177 2506.2 01.03.2016 865407
(Source: This information is compiled from the data available on the website of NSE)
HERO MOTOCORP’S SHARE PRICE MOVEMENT VIS-A-VIS NIFTY
3000.00 9000.00
HMCL Share Price (`)
2900.00 8500.00
2800.00 8000.00
NSE Nifty
2700.00 7500.00
2600.00 7000.00
2500.00 6500.00
2400.00 6000.00
5 15 15 5 15 15 5 15 15 16 16 r-16
r-1 ay- n- l-1 g- p- t-1 v- c- n- b-
Ap M J u J u Au S e O c No D e J a Fe Ma
Nifty HMCL
Note: The above chart depicts comparison of monthly high of Nifty and HMCL share price.
BSE Limited, Mumbai (BSE)

Total Volume Volume on Volume on
Month High Price (`) Date Low Price (`) Date
(No. of Shares) that day that day
Apr-15 1839440 2680 07.04.2015 11981 2294 21.04.2015 27341
May-15 727553 2705 29.05.2015 33659 2252 08.05.2015 71719
Jun-15 495167 2738.6 01.06.2015 19949 2485 12.06.2015 12434
Jul-15 484484 2747.25 24.07.2015 14270 2500 01.07.2015 25948 91
Aug-15 1020342 2800 04.08.2015 124436 2364.5 27.08.2015 44347
Sep-15 507558 2448 22.09.2015 9326 2259.1 07.09.2015 30383
Oct-15 396564 2665 21.10.2015 44987 2393.6 01.10.2015 46966
Nov-15 1076463 2732 30.11.2015 23608 2538.4 03.11.2015 14656
Dec-15 733678 2740 29.12.2015 10220 2500 15.12.2015 66960
Jan-16 351813 2696.05 01.01.2016 8335 2375 18.01.2016 9385
Feb-16 479363 2730.1 22.02.2016 19716 2440 17.02.2016 19178
Mar-16 1103612 2985 31.03.2016 46354 2506 01.03.2016 42097
(Source: This information is compiled from the data available on the website of BSE)
HERO MOTOCORP’S SHARE PRICE MOVEMENT VIS-A-VIS SENSEX

3000.00 30000.00
HMCL Share Price (`)
2900.00 29000.00
BSE SENSEX
2800.00 28000.00
2700.00 27000.00
2600.00 26000.00
2500.00 25000.00
2400.00 24000.00
5 15 15 l-15 15 15 t-15 15 c-15 16 16 6
-1 y- n- g- p- v- n- b- r-1
Apr a J u J u
Au e O c o D e J a Fe a
M S N M
SENSEX HMCL
Note: The above chart depicts comparison of monthly high of Sensex and HMCL share price.
Distribution of Shareholding by Size

Table 13 lists the distribution of shareholding by number of shares held and Shareholding Pattern in percentage (pursuant to
Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on March 31, 2016.
Table 13
Folios Shares of ` 2 paid up
No. of shares held (` 2 paid up)
Numbers % Numbers %
Upto 5000* 83,234 98.48 10,972,517 5.49
5001 - 10000 421 0.50 1,497,161 0.75
10001 - 20000 227 0.27 1,611,433 0.81
20001 – 30000 101 0.12 1,235,485 0.62
30001 - 40000 50 0.06 867,817 0.43
40001 - 50000 48 0.05 1,071,990 0.54
50001 & 100000 118 0.14 4,318,706 2.16
100001 & Above 320 0.38 178,114,979 89.20
Total 84,519 100.00 199,690,088 100.00
*Includes 2588 equity shares of ` 2 each allotted as per Employee Incentive Scheme 2014 during FY 2015-16
Shareholding Pattern as on March 31, 2016.

No. of No. of % total to No. of Shares
Category
Holders Shares Held No. of Shares Dematerialized
Promoters
Indian 16 69,166,082 34.64 69,166,082
Public Shareholding
Mutual Funds / UTI 248 8,891,697 4.45 8,828,227
Financial Institutions / Banks/NBFCs 67 3,809,798 1.91 3,791,093
Insurance Companies 25 14,587,156 7.30 14,587,156
92
Foreign Institutional Investors 385 44,558,771 22.31 44,520,571
Bodies Corporate 1,318 3,518,533 1.76 3,492,322
Indian Public* 79,662 12,652,500 6.34 9,547,896
Trusts 50 1,372,823 0.69 1,372,823
Clearing Members 248 548,949 0.28 548,949
Non Resident Indians 2,154 362,253 0.18 361,563
Foreign Bodies 1 5,554,480 2.78 5,554,480
Foreign Portfolio Investors/Foreign Nationals 345 34,667,046 17.36 34,667,046
Grand Total 84,519 199,690,088 100.00 196,438,208
SHAREHOLDING PATTERN Dematerialization of Shares and

(%) Liquidity
The shares of the Company are traded
No. of in compulsory demat segment. As on
Category %
Shares Held March 31, 2016, 98.37% of the total
Indian 69,166,082 34.64 share capital was held in dematerialized
Mutual Funds / UTI 8,891,697 4.45 form with National Securities Depository
Financial Institutions
3,809,798 1.91 Limited (‘NSDL’) and Central Depository
/ Banks/NBFCs
Insurance Companies 14,587,156 7.30
Services (India) Limited (‘CDSL’)
Foreign Institutional (includes 2,588 equity shares of ` 2
44,558,771 22.31
Investors each allotted on 28th March, 2016 under
Bodies Corporate 3,518,533 1.76 Employee Incentive Scheme 2014 in
Indian Public* 12,652,500 6.34 Demat form credited to ISIN and listed
Trusts 1,372,823 0.69 on stock exchanges.)
Clearing Members 548,949 0.28
Non Resident Indians 362,253 0.18 During the FY 2015-16, share certificates
Foreign Bodies 5,554,480 2.78 involving 1,55,796 equity shares of
Foreign Portfolio ` 2 each, were dematerialized by the
Investors/Foreign 34,667,046 17.36
Nationals
shareholders and share certificates
Grand Total 199,690,088 100.00 involving 51 equity shares of ` 2 each
were rematerialized.
Category of Shareholding as on March 31, 2016. Outstanding GDRs/ADRs/Warrants

Category No. of Holders % to Total holders Total Shares % to Equity or any Convertible Instruments
Physical 6,443 7.62 3,251,880 1.63 Conversion Date and likely impact
NSDL* 53,714 63.56 194,235,675 97.27 on equity
CDSL* 24,362 28.82 2,202,533 1.10 Not applicable.
Total 84,519 100.00 199,690,088 100.00
Details of Public Funding Obtained
in the previous three years
The Company has not obtained any
CATEGORY OF SHAREHOLDING public funding in the previous three
(%) years.
Registrar & Share Transfer Agents

(‘RTA’)
All work related to Share Registry, both
in physical form and electronic form, is
Category No. of Holders % handled by the Company’s RTA, Karvy
NSDL 53,714 63.56 Computershare Private Limited. The
CDSL 24,362 28.82 communication address of the RTA is
Physical 6,443 7.62 given hereunder:
Total 84,519 100.0
Karvy Computershare Private Ltd.
(Unit: Hero MotoCorp Ltd.)
Plot No. 31 & 32, Gachibowli,
Financial District, Nanakramguda,
Corporate Benefits Serilingampally,
Dividend declared for the last 7 (seven) years on ` 2 paid up share Hyderabad 500 008
93
Financial Year Type Dividend Declared Dividend per share Tel No: 040-23420818
2008-09 Final ` 20 1000% Fax: 040-2342 0814
2009-10 Special ` 80 4000% Toll Free No: 1-800-3454-001
Final ` 30 1500% E-mail: einward.ris@karvy.com
2010-11 Interim ` 70 3500% Website: www.karvycomputershare.com
Final ` 35 1750%
2011-12 Final ` 45 2250% Share Transfer System
2012-13 Final ` 60 3000% The total number of shares transferred
2013-14 Final ` 65 3250% during the financial year 2015-16
2014-15 Interim ` 30 1500% were 7,210 (No. of cases 27), deletion
Final ` 30 1500% of name 15,670 (No. of cases 27) and
2015-16 Interim ` 40 2000% transmission of shares 7,960 (No. of
Final cases 11) which were completed in
` 32 1600%
(Recommended)
the prescribed period. Shares under Dharuhera Plant Serilingampally, Hyderabad – 500 008
objection are returned within two weeks’ 69 K.M. Stone, Delhi-Jaipur Highway, Tel No: 040-67161519 / 67161522
time. Confirmations in respect of the Dharuhera, Distt. Rewari-122 100 Fax: 040-2342 0814
requests for dematerialisation of shares Haryana, India Toll Free No: 1-800-3454-001
are sent to the respective depositories Tel: 01274 264 000 E-mail: einward.ris@karvy.com
i.e. NSDL & CDSL expeditiously. Fax: 01274 267 018 Website: www.karvycomputershare.com
COMPLIANCE CERTIFICATE OF THE Haridwar Plant For Institutional Investors matters:

AUDITORS Plot No. 3, Sector 10, Mr. Umang Deep Singh Khurana
Certificate from the Company’s Auditors, I.I.E., SIDCUL, Roshanabad, Head-Investor Relations
Mr. Arvind Kohli, M/s. Arvind Kohli Haridwar-249 403, Uttarakhand, India 34, Community Centre,
& Associates, Company Secretaries, Tel: 01334 238 500, 239 514-16 Basant Lok, Vasant Vihar,
confirming compliance with conditions Fax: 01334 239 512-13 New Delhi - 110 057
of Corporate Governance, as stipulated E-mail: umang.khurana@heromotocorp.com.
under Listing Regulations, is attached to Neemrana Plant
this Report. Plot No. 101-103, 108 & 109, Queries relating to the Financial
RIICO Industrial Area, Phase – II, Statements of the Company may be
ADOPTION OF MANDATORY AND Delhi – Jaipur Highway, addressed to:
DISCRETIONARY REQUIREMENTS Neemrana, District Alwar, Mr. Ravi Sud,
OF LISTING REGULATIONS. Rajasthan – 301 705, India Sr. Vice President & CFO,
The Company has complied with all Tel: 01494 673 0000 34, Community Centre,
mandatory Corporate Governance Basant Lok, Vasant Vihar,
requirements of Listing Regulations. Colombia Plant New Delhi - 110 057
The Company has adopted following HMCL COLOMBIA SAS e-mail: ravisud@heromotocorp.com
discretionary requirements as Zona Franca Aparque Sur,
prescribed under Part E Schedule II of Lote 6 Villa Rica, Cauca, Colombia Queries/complaints relating to
the said regulations. Tel: 2 3120662 products, services or dealers etc.
only be addressed to:
Modified Opinion(s) in Audit Report R&D Centre Customer Care
The Company’s financial statements Centre of Innovation & Technology Hero MotoCorp Ltd.
had unmodified audit opinion. Plot No. SPL-1, 34, Community Centre, Basant Lok,
RIICO Industrial Area, Vasant Vihar,
Reporting of Internal Auditor Kukas, Phase-2, NH-11C, New Delhi – 110 057 or to its
The Internal Auditor directly reports to Jaipur, Rajasthan-302 028 e-mail: customercare@heromotocorp.com
be Audit Committee. Tel: 0142 643 0000
Fax: 0142 643 0001 For and on behalf of the Board
COMPANY’S REGISTERED
ADDRESS INVESTORS’ CORRESPONDENCE
34, Community Centre, MAY BE ADDRESSED TO: Pawan Munjal
Basant Lok, Vasant Vihar, Retail Shareholder Correspondence Chairman, Managing Director & CEO
New Delhi - 110 057 may be addressed to: DIN: 00004223
CIN: L35911DL1984PLC017354 Ms. Ramni Sood
Tel: 011-4604 4100, 2614 2451 Deputy General Manager Date: August 8, 2016
Place: New Delhi
Fax: 011-2614 3321, 2614 3198 34, Community Centre,
Website: www.heromotocorp.com Basant Lok, Vasant Vihar,
New Delhi - 110 057
PLANT LOCATIONS AND R&D E-mail: ramni.sood@heromotocorp.com
CENTRE
Gurgaon Plant Or
37 K.M. Stone, Delhi-Jaipur Highway,
94
Sector 33, Gurgaon-122 001 Karvy Computershare Private Ltd.
Haryana, India. (Unit: Hero MotoCorp Ltd.)
Tel: 0124-289 4200, 237 2123 Karvy Selenium Tower B,
Fax: 0124 237 3141–42 Plot No. 31 & 32, Gachibowli,
CERTIFICATE
AUDITORS’ CERTIFICATE ON THE COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER SCHEDULE V (PARA E)
OF THE SEBI (LISITING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.
To
The Members of
Hero MotoCorp Ltd.
We have examined the compliance of conditions of Corporate Governance by Hero MotoCorp Ltd. (‘The Company’), for the
Financial Year ended on 31st March 2016, as stipulated in Schedule V (Para E) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The compliance of conditions of Corporate Governance is the responsibility of the management
of the Company. Our examination was limited to the procedures and implementation thereof, adopted by the Company for
ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of the opinion on
the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
We further state that such compliance is neither an assurance as to the further viability nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
For Arvind Kohli & Associates

Company Secretaries
Arvind Kohli
Proprietor
FCS 4434, CP No. 2818
Place : New Delhi
Date : 26th July, 2016
95
CERTIFICATION BY CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER OF THE
COMPANY
The Board of Directors
Hero MotoCorp Ltd.
34, Community Centre, Basant Lok
Vasant Vihar, New Delhi 110 057
Sub: Certificate in terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir,
This is to certify that:

A. we have reviewed financial statements and the cash flow statement for the financial year ended March 31, 2016 and that to
the best of our knowledge and belief:
1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
2. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
B. there are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s code of conduct.
C. we accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the
Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are
aware and the steps we have taken or propose to take to rectify these deficiencies.
D. we have indicated to the Auditors and the Audit Committee:

1. significant changes in internal control over financial reporting during the year;
2. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the
financial statements; and
3. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management
or an employee having a significant role in the Company’s internal control system over financial reporting.
For Hero MotoCorp Ltd.
Pawan Munjal Ravi Sud

Place: New Delhi Chairman, Managing Director & CEO Sr. Vice President & CFO
Date : May 2, 2016 DIN 00004223
DECLARATION BY CHAIRMAN, MANAGING

96
DIRECTOR & CHIEF EXECUTIVE OFFICER
[REGULATION 34(3), READ WITH SCHEDULE V (PART D) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015]
I, Pawan Munjal, Chairman, Managing Director & CEO of Hero MotoCorp Ltd. hereby declare that all the members of Board of
Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and
Senior Management of the Company for the financial year 2015-16.
Pawan Munjal
Chairman, Managing Director & CEO
Place: New Delhi DIN: 00004223
Date : August 8, 2016
ANNEXURE IV
ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2015-16
1. A brief outline of the company’s e. To carry out CSR Programmes implementing agencies and ensure
CSR policy, including overview in relevant local areas to fulfil proper governance, monitoring and
of projects or programs commitments arising from reporting thereof.
proposed to be undertaken and requests by government/
a reference to the web-link to regulatory authorities and to The policy is available on the Company’s
the CSR policy and projects or earmark amounts of monies website, www.heromotocorp.com on the
programs. and to spend such monies following link: http://www.heromotocorp.
The Board of Directors (the ‘Board’) through such administrative com/en-in/about-us/key-policies/
of Hero MotoCorp Limited have bodies of the government corporate-social-responsibility.html
adopted the CSR policy which has and/or directly by way of
following salient features: developmental works in the 2. Composition of the CSR
a. To direct Company’s CSR local areas around which the Committee:
Programmes, inter alia, Company operates; 1. Mr. Pawan Munjal,
towards achieving one or f. To carry out activities at Chairman
more of the following - the time of natural calamity 2. Gen. (Retd.) V. P. Malik,
enhancing environmental and or engage in Disaster Member
natural capital; supporting Management system; 3. Mr. Pradeep Dinodia,
rural development; promoting g. To contribute to the Prime Member
education including skill Minister’s National Relief
development; providing Fund or any other fund set up Further, the Company has
preventive healthcare, by the Central Government for designated Mr. Vijay Sethi, Head
providing sanitation and socio-economic development Information Systems and Chief
drinking water; creating and relief and welfare of Information Officer as Head CSR to
livelihoods for people, the Scheduled Caste, the ensure effective implementation of
especially those from Scheduled Tribes, other CSR programmes of the Company.
disadvantaged sections of backward classes, minorities
society, in rural and urban and women; 3. Average net profit of the
India and preserving and h. To contribute or provide funds company for last three financial
promoting sports; to technology incubators years
b. To develop the required located within academic 2014 – 15 ` 3,329.52 Crores
capability and self-reliance institutions which are 2013 – 14 ` 2,868.10 Crores
of beneficiaries at the grass approved by the Central 2012 – 13 ` 2,529.52 Crores
roots, in the belief that these Government;
are prerequisites for social i. To contribute to any fund setup Average for last 3 years ` 2,909.05
and economic development; by the Central Government Crores
c. To engage in affirmative or State Government(s)
action/interventions such as including Chief Minister’s 4. Prescribed CSR Expenditure
skill building and vocational Relief Fund, which may be (two per cent of the amount as
training, to enhance recognized as CSR activity; in item 3 above)
employability and generate j. To promote sustainability in 2% of Average ` 58.18 Crores
livelihoods for persons partnership with industry
including from disadvantaged associations, like the 5. Details of CSR spent during the
sections of society; Confederation of Indian financial year. 97
d. To pursue CSR Programmes Industry (CII), PHD, FICCI, etc. a) Total amount to be spent for
primarily in areas that fall in order to have a multiplier the financial year: ` 58.18 Cr.
within the economic vicinity impact. b) Amount unspent, if any : NIL
of the Company’s operations c) Manner in which the amount
to enable close supervision The Company would implement the
and ensure maximum CSR Programmes through Company
development impact; personnel or through external
spent during the financial year is detailed below.
Overall Spend
(1) (2) (3) (4) (5) (6) (7) (8)
Sl. CSR Project Sector in Project or programs Amount outlay Amount spent Cumulative Amount
No. or activity which the (1) Local area or other (budget) on the projects expenditure spent: Direct
identified Project is (2) Specify the State project or or programs up to the or through
covered and district programs wise Sub-heads: reporting implementing
where projects (in Lacs) (1) Direct period agency
or programs was expenditure
undertaken on projects or
programs
(2) Overheads
1 PM Relief Fund Schedule VII Contribution to PM 500.0 550.8 550.8 PM Relief Fund
(viii) PM Relief Relief Fund
Fund
2 Tree plantation Schedule VII 1.6 Lac tree plantation 300.0 340.0 340.0 Direct and
(iv) Ensuring at Delhi NCR and near Agency:
Environment to our Offices PAN India Sustainability
Sustainability Green Initiative
3 Promoting Schedule VII Preventive health care 200.0 242.1 242.1 Direct and
preventive (i) Preventive camps in rural area Agency: Ayus
health care Health care and schools.
and sanitation and Sanitation Toilet facility of 82 nos
Facility to 13 Govt. schools in
Haryana, Rajasthan
and Uttrakhand
4 Education Schedule VII Construction and 4000.0 4295.4 4295.4 Direct and
promotion and (ii) Promoting Renovation of schools Agency:
vocational skill Education infrastructures FUEL, Magic
development at Haryana and Bus, CRY, HPPI
for children Uttrakhand.
and women Education promotion
program in Delhi,
Punjab, Rajasthan, AP,
Bihar, Orissa and UP
5 Promoting Schedule VII Promoting Safe Riding 700.0 699.6 699.6 Direct and
Road Safety (ii) Road safety through traffic training Agency:
Awareness education park development and ROSES
Road safety awareness
program
6 Community Schedule VII Community 300.0 372.4 372.4 Direct and
Development (iii) Social Development program Agency: HPPI
Development and Promoting
Education, Safety
and socio economic
development
awareness through all
media
Total 6000.0 6500.3 6500.3
Note: The actual CSR expenditure was ` 65 crores against the budgeted expenditure of ` 60 crores.
Details of projects, activities and impact in Annexure A below.
6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial
years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board
report.
Not Applicable
98
7. This is to confirm that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of
the company. Detailed note enclosed in Annexure A.
Pawan Munjal
Chairman
DIN: 00004223
Date: August 8, 2016
Place: New Delhi
ANNEXURE A environment. We believe that our growth Programmes on using Digital for
Overview of CSR Activities 2015-16 can truly be measured by the economic, Awareness on Social Causes under
Corporate Social Responsibility is guided social and environmental capital that the umbrella Digi Aware
by the philosophy of Late Dr. Brijmohan we generate for a sustainable society
Lall Munjal, the Chairman Emeritus of as well as for the enhancement of the These are supported by focus on social
the Company. He believed that ‘we must communities we work with. & community development.
give back to the society from whose
resources we generate wealth’. This Going beyond compliance and During the FY 2015-16, the Company
philosophy is embedded in the Hero’s mandatory norms, we have invested spent ` 65 Crore and overall number of
way of doing business. over 2.2 per cent on overall CSR activities beneficiaries of various initiatives were:
and will continue to do so in the future. Ride Safe India: 98,065 participants
Our CSR programmes are in sync with Hamari Pari & E2: 30,369
our simple vision: To have a Greener, We Care is the CSR Umbrella of Hero beneficiaries
Safer and Equitable World. under which we have five flagship Happy Earth: 1.6 lakh plantations
programmes: and 82 toilets
Executive Summary Programmes on Road Safety under Community Initiatives: 44,968
We, Team Hero MotoCorp, recognize the umbrella Ride Safe India beneficiaries
Corporate Social Responsibility (CSR) as Programmes on Girl Child Digi Aware: 2.7 Crore plus views
a way of doing business. As a philosophy Empowerment and Education on Social Media
and as a practice, CSR is embedded in under the umbrella Hamari Pari
the organization’s commitment to all and E2 : Educate to Empower
stakeholders – management, executives, Programmes on Clean and Green
employees, business associates, India under the umbrella Happy
consumers, communities and the Earth
99
ANNEXURE V
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016
To, IV. Foreign Exchange Management the Company in detail. We have

The Members Act, 1999 and rules and examined reports, compliances
Hero MotoCorp Ltd. regulations made thereunder with respect to applicable laws on
34, Basant Lok, Vasant Vihar, to the extent of Foreign Direct test basis.)
New Delhi 110 057. Investment, Overseas Direct
Investment and External Select few are mentioned herein:
Subject: Secretarial Audit Report for Commercial Borrowings; Industry Specific Act(s) – Motor
the financial year 2015 – 2016. Vehicles Act, 1988; Legal Metrology
V. The following Regulations and Act, 2009; The Explosives Act,
Dear Sirs, Guidelines prescribed under the 1884 read with The Static and
Securities and Exchange Board of Mobile Pressure Vessels(Unfired)
We have conducted the Secretarial Audit India Act, 1992 (‘SEBI Act’) viz.:- Rules,1981 and Gas Cylinder Rules,
for compliance of applicable statutory (a) The Securities and Exchange 2004; The Petroleum Act, 1934 read
provisions and adherence to good Board of India (Substantial with The Petroleum Rules 2002.
corporate practices by Hero MotoCorp Acquisition of Shares and Taxation Laws – Income Tax Act,
Ltd. (hereinafter called the ‘Company’). Takeovers) Regulations, 2011; 1961; Service Tax Act, 1994; the
Secretarial Audit was conducted in a (b) The Securities and Exchange Customs Act, 1962; Central Excise
manner that provided us a reasonable Board of India (Prohibition of Act, 1944. Delhi Vat Act, 2004.
basis for evaluating the corporate Insider Trading) Regulations, (limited to the extent of verifying
conducts / statutory compliances and 2015; the compliance of filing of returns
expressing our opinion thereon. (c) The Securities and Exchange under the respective legislations).
Board of India (Issue of Environment Laws – The
Based on our verification of the Company’s Capital and Disclosure Environment (Protection) Act,
books, papers, minutes’ books, forms and Requirements) Regulations, 1986; Air (Prevention and Control
returns filed, other records maintained 2009; of Pollution) Act, 1981; Water
by the Company and also the information (d) The Securities and Exchange (Prevention and Control of Pollution)
provided by the Company, its officers, Board of India (Share Act, 1974; The Hazardous Wastes
agents, and authorized representative Based Employee Benefits) (Management, Handling and
during the conduct of Secretarial Audit, Regulations, 2014; Transboundary Movement) Rules,
we hereby report that in our opinion (e) The Securities and Exchange 2008
the Company, during the audit period Board of India (Issue and Labour Laws – Apprentices Act,
covering the financial year ended on Listing of Debt Securities) 1961; Employees State Insurance
31st March, 2016 has complied with the Regulations, 2008; Act, 1948; Employees Provident
statutory provisions listed hereunder and (f) The Securities and Exchange Fund And Misc. Provisions Act, 1952;
also that the Company has proper Board– Board of India (Registrars to Factories Act, 1948; Payment of
processes and compliance-mechanism an Issue and Share Transfer Wages Act,1948; Minimum Wages
in place to the extent, in the manner and Agents) Regulations, 1993 Act, 1948; Industrial Disputes Act,
subject to the reporting made hereinafter. regarding the Companies Act 1947; Payment of Bonus Act, 1965;
and dealing with client; Payment of Gratuity Act, 1972;
We have examined the books, papers, (g) The Securities and Exchange Employees Compensation Act, 1923;
minute books, forms and returns and Board of India (Delisting of The Trade Unions Act, 1926; Contract
other records maintained by Hero Equity Shares) Regulations, Labour (Regulation and Abolition)
100
MotoCorp Ltd. for the financial year 2009; and Act, 1970; Maternity Benefit Act,
ended on 31st March, 2016 according to (h) The Securities and Exchange 1961; The Industrial Employment
the provisions of: Board of India (Buyback of (Standing Order) Act, 1946;The
Securities) Regulations, 1998; Employment Exchange (Compulsory
I. The Companies Act, 2013 and Notification of Vacancies) Act,1956;
Rules made there under; VI. OTHER LAWS APPLICABLE TO Sexual Harassment of Women at
THE COMPANY AS A BUSINESS workplace (Prevention, Prohibition
II. The Securities Contracts UNIT AND ALSO LAWS and Regulation) Act, 2013 (POSH)
(Regulation) Act, 1956 (‘SCRA’) and APPLICABLE TO VARIOUS IPR Laws – Copyright Act, 1957;
the rules made there under; MANUFACTURING UNITS AND Trademark Act, 1999; Patent Act,
OTHER OFFICES: 1970
III. The Depositories Act, 1996 and the (We have examined the framework, Other Miscellaneous Laws –
Regulations and Bye-laws framed processes and procedures of Competition Act, 2002, Information
there under; compliance of laws applicable on Technology Act, 2000.
We have also examined compliance Directors and Independent Directors the Company commensurate with the
with the applicable clauses of the including Woman Director. The changes in size and operations of the company to
following: the composition of the Board of Directors monitor and ensure compliance with
(i) Secretarial Standards issued that took place during the period under applicable laws, rules, regulations and
by The Institute of Company review were carried out in compliance guidelines.
Secretaries of India (Notified during with the provisions of the Act.
the financial year 2015-2016 w.e.f. This report is to be read with our
1st July, 2015.) Adequate notice is given to all Directors letter of even date which is annexed
to schedule the Board Meetings, agenda as Annexure “A” and forms an integral
(ii) The Listing Agreements entered and detailed notes on agenda were sent part of this Report.
into by the Company with BSE at least seven days in advance (except
Limited and National Stock where the shorter notice was applicable)
Exchange and compliance with and a system exists for seeking and
the SEBI (Listing of Disclosure obtaining further information and
Requirements) Regulations, 2015 clarifications on the agenda items
For Arvind Kohli & Associates
w.e.f. 1st December, 2015. before the meeting and for meaningful
Company Secretaries
participation at the meeting.
During the period under review, the
Company has complied with the provisions The system provides for a majority view
of Act, Rules, Regulations, Guidelines, being carried after recording the views Arvind Kohli
standards, etc. mentioned above. of dissenting members. However, there Proprietor
was no such instance during the period FCS 4434, CP No. 2818
We further report that under review.
The Board of Directors of the Company
is duly constituted with proper balance We further report that there are Place : New Delhi
of Executive Directors, Non-Executive adequate systems and processes in Date : 12th July, 2016
ANNEXURE-A done on the test basis to ensure was limited to the verification of
that correct facts are reflected in procedures on test basis.
To, secretarial records. We believe
The Members that the processes and practices, 6. The Secretarial Audit report is
Hero MotoCorp Ltd., we followed provide a reasonable neither an assurance as to the
34, Basant Lok, Vasant Vihar, basis for our opinion. future viability of the company
New Delhi 110 057. nor of the efficacy or effectiveness
3. We have not verified the with which the management
correctness and appropriateness has conducted the affairs of the
Our report of even date is to be read of financial records and Books of Company.
along with this letter. Accounts of the Company.
1. Maintenance of secretarial For Arvind Kohli & Associates
records is the responsibility of 4. Where ever required, we have Company Secretaries
the management of the Company. obtained the Management
Our responsibility is to express representation about the
an opinion on these secretarial compliance of laws, rules and
records based on our audit. regulations and happening of Arvind Kohli
events etc. Proprietor
FCS 4434, CP No. 2818 101
2. We have followed the audit
practices and processes as were 5. The compliance of the provisions
appropriate to obtain reasonable of Corporate and other applicable
Place : New Delhi
assurance about the correctness laws, rules, regulations, standards Date : 12th July, 2016
of the contents of the secretarial is the responsibility of the
records. The verification was management. Our examination
ANNEXURE VI
BUSINESS RESPONSIBILITY
REPORT
WE ARE BOTH ACCOUNTABLE AND

COMMITTED TOWARDS THE WELL-
BEING OF OUR SOCIETY. WHILE, AS AN
ORGANISATION, WE HAVE WORKED
HARD & TRAVERSED CONSIDERABLE
DISTANCE TO INCORPORATE
102
RESPONSIBLE BUSINESS PRACTICES,
PERSONALLY, I FEEL, THERE IS SCOPE
TO DO A LOT MORE, FOR THE BENEFIT
OF OUR STAKEHOLDERS.
Pawan Munjal
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

Corporate Identification Number (CIN) L35911DL1984PLC017354
of the Company
Name of the Company Hero MotoCorp Ltd.
Registered Address 34, Community Centre, Basant Lok, Vasant Vihar, New Delhi - 110 057, India
Website www.heromotocorp.com
E-mail Id secretarialho@heromotocorp.com
Financial Year reported 2015-16
Sector(s) that the Company is engaged in Group*: 309
(industrial activity code-wise) Class: 3091
Sub-Class: 30911
Description: Manufacture of motorcycle, scooters and their engine#
*As per classification under National Industrial Classification, Central Statistical Organisation, Ministry of
Statistics and Programme Implementation, Government of India, New Delhi.
#It may be noted that Company manufactures parts of motorcycles and scooters also.
List three key products/services that the Motorcycles,
Company manufactures/ provides (as in Scooters and
balance sheet) Parts thereof
Total number of locations where business activity is undertaken by the Company
Number of International Locations We are present in 29 countries outside India:
(Provide details of major 5) Asia: Sri Lanka, Nepal & Bangladesh
Africa & Middle East: Nigeria, Kenya, Tanzania, Uganda, Angola, Ethiopia, Mozambique, DRC,
Madagascar, Burkina Faso, Ivory Coast, Iran, UAE, Turkey, Egypt
Americas: Colombia, Peru, Ecuador, Guatemala, Honduras, El Salvador, Costa Rica, Panama,
Bolivia, Dominican Republic, Nicaragua
Number of National Locations Headquartered in New Delhi, we have manufacturing plants in 4 locations in the country:
State/Union Territory Location
Haryana : Dharuhera
Haryana : Gurgaon
Uttarakhand : Haridwar
Rajasthan : Neemrana
We also have a Global Parts Centre for manufacturing and supplying the parts at local and global
market at Neemrana, Rajasthan.
Global Centre of Innovation and Technology
Achieving a historic landmark in its illustrious journey, the Company has formally inaugurated a
world-class ‘Global Centre of Innovation and Technology’ (‘the CIT’) at Jaipur, Rajasthan. The CIT is
the result of a bold vision to position the Company as the leading source of innovation and green
technology. This facility is a giant stride in its relentless endeavour towards strengthening the
Company’s in-house technology capabilities.
The CIT is a defining step, not just for the technical prowess of Hero, but also for the nation’s story
to truly blossom on the global stage as a technology powerhouse. Rich in diversity, the CIT brings
together a multi-national group of automotive experts, creating an environment of engineering
excellence and innovation.
Markets served by the Company - Local/ We have a global footprint that serves both in “National and International Markets”. International
State/National/International markets are served through exports, incorporating wholly owned subsidiaries and Joint Ventures.
Currently, we are catering to 29 countries and are committed to expand to 50 countries by 2020.
103
SECTION B: FINANCIAL DETAILS OF THE COMPANY
1. Paid up Capital (`) 39.94 crores
2. Total Turnover (`) 28,990.42 crores
3. Total profit after taxes (`) 3,132.37 crores
4. Total Spending on Corporate Social Responsibility (CSR) as Our total spending on CSR is ` 65 crores which is 2.23% of average
percentage of average net profits (%) net profits of the last three financial years
List of activities on which expenditure in 4 above has been incurred:

1. PM Relief Fund
2. Tree Plantation
3. Promoting preventive health care and sanitation
4. Education promotion and vocational skill development for children and women
5. Promoting Road Safety Awareness
6. Community Development
SECTION C: OTHER DETAILS the Company? If yes, then indicate 1.2 Details of the BR head:
1. Does the Company have any the percentage of such entity/ DIN 00004223
Subsidiary Company/ Companies? entities? [Less than 30%, 30-60%, (if applicable)
Yes. We have 6 Subsidiaries More than 60%] Name Mr. Pawan Munjal
(including step-down Subsidiaries) Hero actively engages with its Designation Chairman, Managing
outside India and 1 Subsidiary in suppliers through its BR initiatives. Director & CEO
Telephone +91 11 4604 4100
India. Details of the same have Currently, percentage of suppliers
Number
been provided in another section of under the Green Vendor Development E-mail id secretarialho@
the Annual Report. Program (GVDP) is more than 60% of heromotocorp.com
total supplier universe.
2. Do the Subsidiary Company/ 2. The National Voluntary Guidelines
Companies participate in the BR SECTION D: BR INFORMATION on Social, Environment and
Initiatives of the parent company? 1. Details of Director/Directors Economic Responsibilities of
If yes, then indicate the number of responsible for BR Business (NVGs), released by the
such subsidiary company(s) 1.1 Details of the Director/Directors Ministry of Corporate Affairs, has
The Company engages actively responsible for implementation of adopted nine areas of Business
with its Subsidiary Companies on the BR policy/policies Responsibility.
Business Responsibility initiatives. DIN 00004223
(if applicable)
3. Do any other entity/entities (e.g. Name Mr. Pawan Munjal
suppliers, distributors etc.) that Designation Chairman, Managing
the Company does business with, Director & CEO
participate in the BR initiatives of
Principle 1 Principle 2 Principle 3

BUSINESS CONDUCT AND BUSINESSES SHOULD BUSINESSES SHOULD
GOVERN THEMSELVES WITH PROVIDE GOODS AND PROMOTE THE WELLBEING
ETHICS, TRANSPARENCY AND SERVICES THAT ARE OF ALL EMPLOYEES.
ACCOUNTABILITY. SAFE AND CONTRIBUTE
TO SUSTAINABILITY
THROUGHOUT THEIR LIFE
CYCLE.
Principle 4 Principle 5 Principle 6

BUSINESSES SHOULD BUSINESSES SHOULD BUSINESSES SHOULD
RESPECT THE INTERESTS RESPECT AND PROMOTE RESPECT, PROTECT AND
OF, AND BE RESPONSIVE HUMAN RIGHTS. MAKE EFFORTS TO RESTORE
TOWARDS ALL STAKEHOLDERS, THE ENVIRONMENT.
ESPECIALLY THOSE WHO ARE
DISADVANTAGED, VULNERABLE
AND MARGINALISED.
104 Principle 7 Principle 8 Principle 9

BUSINESSES, WHEN BUSINESSES SHOULD BUSINESSES SHOULD
ENGAGED IN INFLUENCING SUPPORT INCLUSIVE ENGAGE WITH AND PROVIDE
PUBLIC AND REGULATORY GROWTH AND EQUITABLE VALUE TO THEIR CUSTOMERS
POLICY, SHOULD DO SO IN A DEVELOPMENT. AND CONSUMERS IN A
RESPONSIBLE MANNER. RESPONSIBLE MANNER.
P P P P P P P P P
No. Questions
1 2 3 4 5 6 7 8 9
1. Do you have policy/policies for… Y Y Y Y Y Y NA Y Y
Has the policy being formulated in consultation with the relevant
2. Y Y N N N Y NA Y Y
stakeholders?
3. Does the policy conform to any national/international standards? If yes,
Y Y Y Y Y Y NA Y N
specify?#
4. Has the policy being approved by the Board? If yes, has it been signed by
Y Y Y Y Y Y NA Y Y
MD/owner/ CEO/ appropriate Board Director?
5. Does the Company have a specified committee of the Board / Director/
Y Y Y Y Y Y NA Y Y
Official to oversee the implementation of the policy?
6. Indicate the link for the policy to be viewed online? ∞ Y Y Y Y Y Y NA Y Y
Has the policy been formally communicated to all relevant internal and
7. Y Y Y Y Y Y NA Y Y
external stakeholders? Ω
Does the Company have in-house structure to implement the policy/
8. Y Y Y Y Y Y NA Y Y
policies?
9. Does the Company have a grievance redressal mechanism related to the
policy/policies to address stakeholders’ grievances related to the policy/ Y Y Y Y Y Y NA Y Y
policies?
10. Has the Company carried out independent audit/evaluation of the working
Y Y Y Y Y Y NA Y Y
of this policy by an internal or external agency?*
* Mostly through internal audits and external consultants
# All policies have been formulated after detailed consultation across the Industry. The policies are materially in compliance with all mandatory/applicable national/
international laws, rules, regulations, guidelines and standards.
Ω All policies defines the responsibility spectrum of respective policy owners
∞ Code of Conduct of the Company is available at http://www.heromotocorp.com/en-in/about-us/code-of-conduct.html . Code of Insider Trading, Policy on Prevention
of Sexual Harassment, HR Policies on Employee well-being are available intranet. Policy on Vigil mechanism is available at http://www.heromotocorp.com/en-in/
about-us/key-policies/vigil-mechanism-policy.html. Policies on Quality and Environmental Protection are available at http://www.heromotocorp.com/en-in/about-us/
key-policies.html. CSR Policy of the Company is available at http://www.heromotocorp.com/en-in/about-us/key-policies/corporate-social-responsibility.html. Policy
on warranty and service maintenance schedule is available at http://www.heromotocorp.com/en-in/rider-zone/bike-warranty-details-and-policy.html
If answer to the question as stated above against any principle, is ‘No’, please explain why: Not Applicable
P P P P P P P P P
No. Questions
1 2 3 4 5 6 7 8 9
1. The Company has not understood the Principles
The Company is not at a stage where it finds itself in a position to
2.
formulate and implement the policies on specified principles
3. The Company does not have financial or manpower resources available for
the task
4. It is planned to be done within next 6 months
5. It is planned to be done within the next 1 year
6. Any other reason (please specify)
3. Governance related to BR SECTION E: PRINCIPLE-WISE Insider Trading Code is

(a) Indicate the frequency with which PERFORMANCE applicable to designated
the Board of Directors, Committee Principle 1 employees and the Board of
of the Board or CEO to assess the 1. Does the policy relating to ethics, Directors of the Company.
BR performance of the Company. bribery and corruption cover Policy on Prevention of Sexual
Within 3 months, 3-6 months, only the company? Yes/ No. Does Harassment applies to all the
Annually, More than 1 year. it extend to the Group/ Joint employees of the Company.
The management regularly Ventures/ Suppliers/ Contractors/
monitors the BR initiatives and a NGOs Others? The Code of Conduct is based
complete assessment is done at Our policies under this principle on eight fundamental principles.
105
the end of financial year. include (a) Code of Conduct (b) Our Code captures global best
Vigil Mechanism/ Whistle Blower practices in substance, though it
(b) Does the Company publish a Policy (c) Insider Trading Code and does not conform to any national
BR or a Sustainability Report? (d) Policy on Prevention of Sexual or international standards per se.
What is the hyperlink for viewing Harassment. The Code of Conduct conforms
this report? How frequency it is Code of Conduct is applicable to to the CODEX as researched and
published? Board of Directors and Senior published by Harvard Business
This is our fourth Business Executives one level below School Publishing (HBSP). The
Responsibility Report and is published the Directors, including all Policy on Insider Trading Code
annually as part of the Annual functional heads. has been formulated on the basis
Report. The same can be accessed Vigil Mechanism/Whistle of applicable SEBI Regulations
at http://www.heromotocorp.com/ Blower Policy applies to and the Policy on Prevention of
en-in/responsibility-report/business- all the employees of the Sexual Harassment has been
responsibility-report.html. Company. developed on the basis of The
Sexual Harassment of Women at 130350 cum per year which is services from local & small
Workplace (Prevention, Prohibition 3.5 times more than the total producers, including communities
and Redressal) Act, 2013. The water requirement. surrounding their place of work?
Policy on Vigil Mechanism has 3) Other power saving initiatives If yes, what steps have been
been formulated on the basis of like installation VFD’s, LED taken to improve their capacity
Companies Act, 2013 and SEBI Lighting, Energy efficient and capability of local and small
(Listing Obligations and Disclosure devices, presence sensor etc. vendors?
Requirements) Regulations, 2015. at different plants amount Localisation is paramount to
to 26.89 LKWH which is able sourcing strategy and HMCL is
All our executive employees have to offset use of Natural Gas/ procuring goods and services
been imparted mandatory training GRID power/HSD resulting in from Local supply chain partners
and acceptance to adherence has a reduction of 1521 tons of which includes Large, Midsize and
been obtained. Regular training CO2 emissions annually. small scale industries who meets
programs are conducted across our quality, delivery, cost and
locations to explain and reiterate 2. For each such product, provide technology expectations.
the importance of adherence to the following details in respect of
the Code. The Code of Conduct is resource use (energy, water, raw 5. Does the company have a
informed to all stakeholders via material etc.) per unit of product mechanism to recycle products
our website and annual reports. (optional). and waste? If yes what is the
Communication campaign was run (a) Reduction during sourcing/ percentage of recycling of
to further strengthen awareness production/distribution products and waste (separately as
on Code of Conduct. Additionally, achieved since the previous <5%, 5-10%, >10%).
an E-learning module is being year throughout the value Yes, the company has a mechanism
created to ensure understanding chain? for recycling of its waste. We have
and acceptance to adherence. Not applicable managed to recycle 90% of our
waste water back to the process
While the above-mentioned (b) Reduction during usage by using Zero liquid discharge
policies/codes are currently not consumers (energy, water) platform. Balance 10% is being
applicable on the Group/Joint has been achieved since the reused for horticulture activities.
Ventures/Suppliers/Contractors/ previous year?
NGOs/Others, the Company plans Details given above in point 1. Principle 3
to extend the applicability of The Company recognises that its
the same to other entities going 3. Does the company have procedures employees are an invaluable asset and
forward. in place for sustainable sourcing fundamental driver of its growth. The
(including transportation)? If yes, Company has implemented several
2. How many stakeholder complaints what percentage of your inputs policies and initiatives which promote
have been received in the past was sourced sustainably? the welfare of all its employees.
financial year and what percentage Yes. The Company has taken few
was satisfactorily resolved by the initiatives in past years, wherein The policies on Employee Mutual Medical
management? the Company has ensured the Benefit Scheme have been communicated
We have not received any sustainable sourcing. Following to all employees by means of the intranet.
complaints with regard to violation are two of the initiatives taken in The (a) Superannuation / National
of the Code of Conduct, Insider past FY in this regard: Pension Scheme and (b) Post-Retirement
Trading Code and Policy on Program SCOPE (Supplier Medical Insurance Fund Scheme are
Prevention of Sexual Harassment Certification of Part communicated to all employees via
in FY 2015-16. Total of 6 cases Excellence), in which we email.
were reported in FY 2015-16. enrolled 22 suppliers for new
3 cases have been investigated & parts quality up-gradation Key initiatives taken during the year are
action taken, 3 cases are currently for direct on line supplies in as follows:
under investigation. FY 2015-16. a) In order to retain Talent across
106
Implementation of TPM the company and promote Work
Principle 2 methodology approach at our Life Balance, the Company has
1. List up to 3 of your products supplier was continued and introduced Flexi-Working Hours for
or services whose design has we enrolled 16 supplier in our Corporate Functions.
incorporated social or environmental FY 2015-16 in this initiative. b) Your Company has taken a
concerns, risks and/ or opportunities. multipronged process to develop
1) Our R&D centre at Jaipur However, it is difficult to ascertain gender diversity inside the
has a solar power plant of the percentage of inputs sourced organization and created policy
650 KWp on its roof which is from these suppliers accounting that helps female professionals
able to offset 750 ton of CO2 towards total inputs due to many to thrive at workplace. Alternate
emission annually. different kinds of materials being Career Path (ACP) policy is one
2) Rain water harvesting system used by us. such step that provides a career
with 150 recharge shafts at transition to female professionals
CIT Jaipur with an annual 4. Has the company taken any who have taken a break from their
water harvesting potential of steps to procure goods and professional lives.
1. Total number of employees 7,592

2. Total number of employees hired on temporary/contractual/casual basis. 18,487
3. Number of permanent women employees 114
4. Number of permanent employees with disabilities 30
5. Employee association recognised by management? Hero MotoCorp Workers Union, Gurgaon Plant and
Hero MotoCorp Workers Union, Dharuhera Plant
6. Percentage of permanent employees who are members of this recognised 14.98% and 22.72%, respectively
employee association?
7. Number of complaints relating to child labour, forced labour, involuntary NIL
labour, sexual harassment in the last financial year and pending, as on
the end of the financial year.
No. Category No. of complaints filed No. of Complaints pending as
during the financial year on end of the financial year
(i) Child labour/ forced labour/ involuntary labour
(ii) Sexual Harassment N.A.
(iii) Discriminatory employment
8. What percentage of your under mentioned employees were given safety &
skill up-gradation training in the last year?
(a) Permanent Employees 67.70%
(b) Permanent Women Employees 70.60%
(c) Casual/Temporary/Contractual Employees 52.38%
(d) Employees with Disabilities 100%
Principle 4 highlights of the drive are given Principle 6

1. Has the company mapped its below: 1. Does the policy related to Principle
internal and external stakeholders? a) Organisation of literary 6 cover only the company or
Yes/No classes as well as skill extends to the Group/Joint
Yes. We have mapped and identified development programs. Ventures/ Suppliers/ Contractors/
external stakeholders, including b) Imparting of science NGOs/ others.
disadvantaged, vulnerable and education and training. Our policy on environment extends
marginalised stakeholders. c) Career counselling sessions to our suppliers through our “Green
Our stakeholders include – for rural girls. Dealer Development Program”,
employees, customers, NGOs and d) Organisation of camps for “Green Vendor Development
communities, dealers, suppliers, health and other recreational Programme” and “Green Charter”.
investors, media, government and activities.
regulators and peers and industry 2. Does the company have
ecosystem. Rural Community: These are strategies/ initiatives to address
covered under Principle 8 global environmental issues such
2. Out of the above, has the company as climate change, global warming
identified the disadvantaged, Principle 5 etc.? If yes, please give hyperlink
vulnerable & marginalised 1. Does the policy of the company for web page etc.
stakeholders? on human rights cover only the The Company has in place Green IT
Our disadvantaged and vulnerable company or extend to the Group/ and Environment which takes care
stakeholders include differently- Joint Ventures/ Suppliers/ of environment protection. Also
abled employees, women and rural Contractors/ NGOs/ Others? there are specific certifications such
communities in and around our As a socially responsible organisation, as ISO 9001, ISO 14001 and OHSAS
plants. the Company is committed to protect 18001 that govern the Environmental
and safeguard human rights. Your Management Systems. We do
3. Are there any special initiatives Company has put in place a Code have strategies in place to address
taken by the company to engage of Conduct which is applicable on these issues including energy
with the disadvantaged, vulnerable the Board of Directors and Senior conservation, energy efficiency,
107
and marginalised stakeholders? Executives one level below the water management, waste
Differently abled employees: We Directors, including all functional management, CO2 emission house
are an equal opportunity employer heads, though we expect our gases reduction. Glimpse of the
and provide equal opportunities stakeholders to adhere and uphold same is given herein below:
to differently abled, marginalized the standards contained therein.
and people from economically Green Initiatives for Carbon
weaker background. All employees 2. How many stakeholder complaints Neutrality
have equal opportunity on career have been received in the past Hero’s commitment of
growth, coaching and mentoring. financial year and what % was creating a sustainable future,
satisfactorily resolved by the the CIT has advanced green
Women: During the year, the management? technologies imbibed into its
Company enhanced its efforts on No complaint has been received by design, ensuring eco-friendly
overall development of women the Company in the past financial operations. Has been awarded
with focus on education. Key year. the Platinum rating granted
to the Centre by Indian Green http://www.heromotocorp.com/ Principle 7

Building Council (IGBC) with en-in/about-us/key-policies.html. 1. Is your company a member of any
a rating of 91 points, making trade and chamber or association?
it the highest rated facility 3. Does the company identify and If Yes, name only those major ones
among the manufacturing assess potential environmental that your business deals with.
sector in India. risks? Y/N Major associations we deal with
The CIT has a solar power Yes. The company assesses the are as follows:
plant of 650 KWp on its roof environmental impact through its Confederation of Indian
which is able to offset 750 ton Aspect/ Impact assessment (AIA) Industry.
of CO2 emission annually. activity and Hazard Identification PHD Chamber of Commerce.
The Haridwar Plant has set up and Risk Assessment (HIRA) Society of Indian Automobile
a 1000KWp solar power plant technique as a part of our Manufacturers.
which is able to offset 1155 Environmental management Gurgaon Chamber of
ton of CO2 emission annually. System certifications of ISO 14001 Commerce & Industries.
Other power saving initiatives and Occupational Health and safety
like installation VFD’s, LED management system certification 2. Have you advocated/lobbied
Lighting, Energy efficient of OHSAS 18001. through above associations for the
devices, presence sensor etc. advancement or improvement of
at different plants amount 4. Does the company have any project public good? Yes/No; if yes specify
to 26.89 LKWH which is able related to Clean Development the broad areas (Governance
to offset use of Natural Gas/ Mechanism? If so, provide details and Administration, Economic
GRID power/HSD resulting in thereof, in about 50 words or so. Also Reforms, Inclusive Development
a reduction of 1521 tons of if Yes, whether any environmental Policies, Energy Security, Water,
CO2 emissions annually. compliance report is filed? Food Security, Sustainable
We have achieved an overall Currently, we do not have any CDM Business Principles, Others)
Carbon Neutrality of 17.53% project. Safety is the most important though
in FY 2015-16 as compared to often neglected aspect of driving.
16.52 in FY 2014-15. 5. Has the company undertaken We strongly campaign the cause
The Specific energy any other initiatives on – clean of road safety through several
consumption from renewal technology, energy efficiency, initiatives. We steadily work with a
energy sources has renewable energy, etc. Y/N. If yes, cross-section of stakeholders that
gone up to 52 LKWH in please give hyperlink for web include governing /enforcement
FY 2015-16 as compared to page etc. agencies, commuters, corporates,
29 LKWH in FY 2014-15. Yes, we have several environment schools / colleges and special
protection related initiatives, broadly groups on aspects germane
Water & Waste Water Management classified as: to safety. During the year, the
Initiatives i. Green initiatives & Resource Company undertook the following
The Overall strategy for all our plants conservation initiatives:
has been ZERO Liquid Discharge ii. Energy efficiency measures a) Setting up traffic parks
plants where 100% of its treated iii. Green supply chain b) Student Police Cadet Program
water is either recycled back in the and Road Safety Club
process or reused for horticulture A more detailed list of such c) Responsible Citizen Program
purpose. We have achieved water initiatives is available at http:// d) Safety Van
neutrality of 19.48% in FY 2015-16 www.heromotocorp.com/en-in/ e) Awareness sessions in
as compared to 17.09% in FY 2014- wecare/greenmanufacturing Schools and Colleges
15. Following Major Initiatives for
waste water management have 6. Are the Emissions/Waste generated During the next year, the Company
been undertaken in FY 2015-16. by the company within the plans to set up new traffic parks
ETP at Haridwar Plant has permissible limits given by CPCB/ in the cities of Hyderabad and
been upgraded to improve SPCB for the financial year being Rourkela, to add to the existing
108
outlet parameters 25% less reported? parks in Gurgaon, Delhi and
than the prescribed standards. Yes. Lucknow. These traffic parks
ETP expansion at Gurgaon routinely train members of the
Plant from 400 KLD to 600 KLD. 7. Number of show cause/ legal general public, students and
New ETP & STP Installed at notices received from CPCB/ women riders.
CIT Jaipur. SPCB which are pending (i.e. not
Rain water Harvesting system resolved to satisfaction) as on end Principle 8
with 150 recharge shafts at CIT of Financial Year. 1. Does the company have specified
Jaipur with an annual water The Company does not have any programmes/initiatives/projects
harvesting potential of 130350 pending show cause/legal notice in pursuit of the policy related to
cum per year. received from CPCB/SPCB. Principle 8? If yes details thereof.
Yes.
Company has a CSR Policy It’s fundamentals are based on improve the state of environmental
which derives its core values inputs from top management and resources affected by human
and covers various aspects as all stakeholders. The policy is activities. Our environment
per guidelines given by Ministry completely in sync with current management aims toward ensuring
of Corporate Affairs as part of government regulations as well. that the ecosystem services in areas
Companies Act, 2013. The Policy where we operate are protected
has been developed considering We undertake purposeful activities and maintained for equitable use by
our organization’s focus as well with the goal to maintain and future generations.
as international best practices.
Our efforts during the year were focussed on the following key initiatives:
S.
Project or activity identified Project Details
No
1. Tree plantation 1.6 Lac tree plantation at Delhi NCR and near to our Offices PAN India
2. Promoting preventive health care and Preventive health care camps in rural area and schools.
sanitation Toilet facility of 82 nos to 13 Govt. schools in Haryana, Rajasthan and Uttrakhand
3. Education promotion and vocational skill Construction and Renovation of schools infrastructures at Haryana and Uttrakhand.
development for children and women Education promotion program in Delhi, Punjab, Rajasthan, AP, Bihar, Orissa and UP
4. Promoting Road Safety Awareness Promoting Safe Riding through traffic training park development and Road safety
awareness program
5. Community Development Community Development program and Promoting Education, Safety and socio
economic development awareness through all media
2. Are the programmes/projects undertaken through inhouse team/own foundation/external NGO/government structures/
any other organisation?
The programmes are undertaken either directly or through specialized agencies – Raman Kant Munjal Foundation, Ayus,
FUEL, Magic Bus, CRY, HPPI and RoSES.
3. Have you done any impact assessment of your initiative?

Currently, no impact assessment of our initiatives has been undertaken. However, the Company intends to review the impact
of its various initiatives in coming years.
4. What is your company’s direct contribution to community development projects - Amount in INR and the details of the
projects undertaken?
Amount (` in crores)
Project
for FY 2015-16
i. Tree Plantation 3.40
ii. Promoting preventive health care and sanitation 2.42
iii. Education promotion and vocational skill development for children and women 42.95
iv. Promoting Road Safety and Awareness 6.99
v. Community Development 3.72
5. Have you taken steps to ensure d) Health check-up camps, eye received by the Company. Out of
that this community development check-up camps, yoga camps. this, 52974 complaints/cases were
initiative is successfully adopted e) 66 motorcycles for WWF/ successfully resolved and 497 (1%)
by the community? forest departments. were pending at the end of 2015-16.
We make attempts to ensure that f) Supporting people after Nepal
109
projects continue and sustain earthquake. 2. Does the company display product
within communities beyond our information on the product label,
interactions. During the year, During the year, we have conducted over and above what is mandated
we focussed on the following 71 activities across locations as per local laws? Yes/No/N.A. /
new community development covering 44,968 people. Remarks (additional information)
initiatives: Yes. We provide information as
a) Supporting night shelters in Principle 9 required by the Legal Metrology
winters. 1. What percentage of customer Act, 2009. We voluntarily and
b) Supporting Chennai flood complaints/consumer cases are actively inform all our dealers on
victims. pending as on the end of financial any changes in product packaging
c) Workshops on tie and dye, year. through notices. We have also
Fire Safety, Health and Safety, During the year, 53471 customer been running educative campaigns
Cleanliness and other areas. complaints/consumer cases were informing customers to operate
vehicles in a more fuel efficient consumers can also log in to the 4. Did your company carry out any
manner and to read the operating corporate website and send in consumer survey/ consumer
manual and the Road Safety their feedback or complaints. satisfaction trends?
leaflet. The leaflet enumerates We continue to undertake study to
good to emulate riding practices, 3. Is there any case filed by any measure customer satisfaction for
fuel saving tips etc. in a reader- stakeholder against the company the new products launched last
friendly and easy to understand regarding unfair trade practices, year through a third part agency.
manner. Our spare part products irresponsible advertising and/or anti- Apart from that we carry out brand
come with a customer cell phone competitive behaviour during the last track study on a monthly basis to
number, address and email ID, five years and pending as on end of gauge health of our product brands
where consumers can reach financial year? If so, provide details as well as corporate brand vis-a-
our executives with feedback, thereof, in about 50 words or so. vis competition.
grievances and even queries There is no such case pending as
regarding our products. Besides, on financial year 2015-16.
110
ANNEXURE VII
FORM NO. MGT 9
EXTRACT OF THE ANNUAL RETURN
AS ON FINANCIAL YEAR ENDED ON MARCH 31, 2016
PURSUANT TO SECTION 92(3) OF THE COMPANIES ACT, 2013 AND RULE 12(1) OF THE COMPANIES
(MANAGEMENT AND ADMINISTRATION ) RULES, 2014
I REGISTRATION & OTHER DETAILS:

i CIN L35911DL1984PLC017354
ii Registration Date 19-01-1984
iii Name of the Company HERO MOTOCORP LTD.
iv Category/Sub-category of the Company Public Limited-Limited by Shares
v Address of the Registered office & contact details 34, Community Centre, Basant Lok,
Vasant Vihar, New Delhi – 110 057
Tel: 011-4604 4100, 2614 2451
Fax: 011-2614 3321, 2614 3198
vi Whether listed company (Yes/No) Yes
vii Name , Address & contact details of the Registrar & Transfer Agent, if any. Karvy Computershare Private Ltd.
Plot No. 31 & 32, Gachibowli,
Serilingampally, Hyderabad – 500 008
Tel No: 040-23420818
Fax: 040-2342 0814
Toll Free No: 1-800-3454-001
E-mail: einward.ris@karvy.com
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated
Sl. NIC Code of the % to total turnover
Name & Description of main products/services
No. Product /service of the company
1 Motorised two wheelers upto 350cc engine capacity and parts thereof 2910 100
III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sl Holding/Subsidiary/ % of Applicable
Name & Address of the Company CIN/GLN
No Associate Shares Held Section
1 Hero FinCorp Limited U74899DL1991PLC046774 Associate 48.42 2 (6)
34, Community Centre, Basant Lok, Vasant
Vihar, New Delhi - 110 057, India
2 HMC MM Auto Limited U35923DL2013PLC260142 Subsidiary 60 2 (87)
34, Community Centre, Basant Lok, Vasant
Vihar, New Delhi - 110 057, India
3 HMCL (NA) Inc. NA Subsidiary 100 2 (87)
222 Delaware Avenue Suite 1200, Wilmington,
New Castle County Delaware 19801
4 Erik Buell Racing Inc. NA Step Down 49.2 2 (87) 111
2799, Buell Drive, Unit C East Troy, Subsidiary
Wisconsin 53120, U.S.A
5 HMCL Americas Inc. NA Subsidiary 100 2 (87)
222 Delaware Avenue Suite 1200, Wilmington,
New Castle County Delaware 19801
6 HMCL Netherlands B.V. NA Subsidiary 100 2 (87)
Hoogoorddreef 15 1101 BA Amsterdam The
Netherlands
7 HMCL Colombia SAS NA Step Down 51 2 (87)
Free Trade Zone (ZF) Conjunto Industrial Subsidiary
Parque Sur Lt 6 Kilómetro 24, Villa Rica,
Colombia
8 HMCL Niloy Bangladesh Limited NA Step Down 55 2 (87)
Nitol Niloy Towers Plot,69 Nikunja 02, Subsidiary
Khilkhet, Dhaka 1229, Bangladesh
IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

i) Category-wise Share Holding
No. of Shares held at the beginning of the Year No. of Shares held at the end of the year
% Change
Category Category of % of
% of Total during the
Code Shareholder Demat Physical Total Total Demat Physical Total
Shares year
Shares
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(A) Promoter and
Promoter Group
(1) Indian
(a) Individual /HUF 51858452 0 51858452 25.97 51858452 0 51858452 25.97 0.00
(b) Central Government/ 0 0 0 0.00 0 0 0 0.00 0.00
State Government(s)
(c) Bodies Corporate 17307630 0 17307630 8.67 17307630 0 17307630 8.67 0.00
Banks/Financial
(d) 0 0 0 0.00 0 0 0 0.00 0.00
Institutions
(e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(1) : 69166082 0 69166082 34.64 69166082 0 69166082 34.64 0.00
(2) Foreign
(a) NRIs-Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(b) Other-Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
Banks/Financial
(d) 0 0 0 0.00 0 0 0 0.00 0.00
Institutions
(e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(2) : 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of 69166082 0 69166082 34.64 69166082 0 69166082 34.64 0.00
Promoter A=A(1)+A(2)
(B) Public Shareholding
(1) Institutions
(a) Mutual Funds 6754829 63470 6818299 3.41 8828227 63470 8891697 4.45 -1.04
Banks/Financial
(b) 2260841 18705 2279546 1.14 3731742 18705 3750447 1.88 -0.74
Institutions
(c) Central Government 0 0 0 0.00 0 0 0 0.00 0.00
(d) State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00
(e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0
(f) Insurance Companies 12667836 0 12667836 6.34 14587156 0 14587156 7.30 -0.96
(g) Foreign Institutional 81382009 38200 81420209 40.77 79187448 38200 79225648 39.67 1.10
Investors
(h) Foreign Venture Capital 0 0 0 0.00 0 0 0 0.00 0.00
Investors
(i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(1) : 103065515 120375 103185890 51.67 106334573 120375 106454948 53.31 -1.64
(2) Non-Institutions
(a) Bodies Corporate
(i) Indian 3483112 26211 3509323 1.76 3551673 26211 3577884 1.79 -0.03
(ii) Overseas 8534906 0 8534906 4.27 5554480 0 5554480 2.78 1.49
(b) Individuals
(i) Individual 9743577 3004929 12748506 6.38 9336646 2848564 12185210 6.10 0.28
shareholders holding
nominal share capital
upto ` 1 lakh*
(ii) Individual 475014 256040 731054 0.37 211250 256040 467290 0.23 0.13
Shareholders holding
nominal share capital
in excess of
`1 lakh
(c) Others (specify)
(i) Clearing Members 220341 0 220341 0.11 548949 0 548949 0.27 -0.16
112 (ii) Foreign Nationals 0 0 0 0.00 169 0 169 0.00 0.00
(iii) Non-Resident Indians 327514 70 327584 0.16 361563 690 362253 0.18 -0.02
(iv) Trusts 1263814 0 1263814 0.63 1372823 0 1372823 0.69 -0.05
Sub-Total B(2) : 24048278 3287250 27335528 13.69 20937553 3131505 24069058 12.05 1.64
Total Public 127113793 3407625 130521418 65.36 127272126 3251880 130524006 65.36 0.00
Shareholding
B=B(1)+B(2):
Total (A+B): 196279875 3407625 199687500 100.00 196438208 3251880 199690088 100.00 0.00
(C) Shares held by 0 0 0 0.00 0 0 0 0.00 0.00
custodians for GDRs
& ADRs
Grand Total (A+B+C) : 196279875 3407625 199687500 100.00 196438208 3251880 199690088 100.00
*Includes 2,588 equity shares of ` 2 each allotted as per the Employee Incentive Scheme 2014 during FY 2015-16.
(ii) Share Holding of Promoters

Sl Shareholders’ Name Shareholding at the begginning Shareholding at the end % change
No. of the year of the year in share
No. of shares % of total % of shares No. of shares % of total % of shares holding
shares pledged shares pledged during the
of the encumbered to of the encumbered year
company total shares company to total
shares
1 Bahadur Chand Investments Pvt Ltd 17,306,250.00 8.67 0 17,306,250.00 8.67 0 0
2 Holding Shares on behalf of Brijmohan Lall Om Prakash
Brijmohan Lall Munjal 12,396,842.00 6.21 0 12,396,842.00 6.21 0 0
Suman Kant Munjal 12,396,840.00 6.21 0 12,396,840.00 6.21 0 0
Pawan Munjal 12,396,840.00 6.21 0 12,396,840.00 6.21 0 0
Renu Munjal 12,396,840.00 6.21 0 12,396,840.00 6.21 0 0
Sunil Kant Munjal 1,850,440.00 0.93 0 1,850,440.00 0.93 0 0
3 Renu Munjal 100,650.00 0.05 0 100,650.00 0.05 0 0
4 Suman Kant Munjal 71,250.00 0.04 0 71,250.00 0.04 0 0
5 Pawan Kant Munjal 32,520.00 0.02 0 32,520.00 0.02 0 0
6 Pawan Munjal 32,500.00 0.02 0 32,500.00 0.02 0 0
7 Sunil Kant Munjal 32,500.00 0.02 0 32,500.00 0.02 0 0
8 Aniesha Munjal 32,500.00 0.02 0 32,500.00 0.02 0 0
9 Vasudha Munjal 32,500.00 0.02 0 32,500.00 0.02 0 0
10 Suman Kant Munjal 32,500.00 0.02 0 32,500.00 0.02 0 0
11 Renuka Munjal 32,480.00 0.02 0 32,480.00 0.02 0 0
12 Rahul Munjal 10,620.00 0.01 0 10,620.00 0.01 0 0
13 Abhimanyu Munjal 10,620.00 0.01 0 10,620.00 0.01 0 0
14 Hero Fincorp Limited 1,370.00 0.00 0 1,370.00 0.00 0 0
15 Hero Investcorp Limited 10.00 0.00 0 10.00 0.00 0 0
16 Brijmohan Lall Munjal 10.00 0.00 0 10.00 0.00 0 0
Total 69,166,082.00 34.64 0 69,166,082.00 34.64 0 0
(iii) Change In Promoters’ Shareholding (Specify if there is no change)

Sl. Share holding at the beginning of Cumulative Share holding during
No. the Year the year
% of total shares % of total shares
No of shares No of shares
of the company of the company
At the beginning of the year
Date wise increase/decrease in Promoters
Share holding during the year specifying the There is no change in the shareholding of Promoter or Promoter group
reasons for increase/decrease (e.g. allotment/ during the financial year 2015-16
transfer/bonus/sweat equity etc)
At the end of the year
113
(iv) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of GDRs & ADRs)
Sl. Name of the Share Holder Shareholding at the Cumulative Shareholding
No. beginning/end of the Year Increase/ Reason for during the Year 2015-16
Date of
No of % of total Decrease in Increase or No of % of total
change
Shares shares of the share holding Decrease Shares shares of the
company company
LIC OF INDIA FORTUNE PLUS SECURED
1
FUND
Shareholding at beginning of the year 8684802 4.35
10/04/2015 640058 Transfer 9324860 4.67
17/04/2015 1251540 Transfer 10576400 5.30
24/04/2015 129071 Transfer 10705471 5.36
01/05/2015 609382 Transfer 11314853 5.67
08/05/2015 834583 Transfer 12149436 6.08
15/05/2015 204070 Transfer 12353506 6.19
19/06/2015 34136 Transfer 12387642 6.20
26/06/2015 37215 Transfer 12424857 6.22
03/07/2015 50803 Transfer 12475660 6.25
31/07/2015 20820 Transfer 12496480 6.26
28/08/2015 713634 Transfer 13210114 6.62
04/09/2015 371641 Transfer 13581755 6.80
11/09/2015 179013 Transfer 13760768 6.89
18/09/2015 250048 Transfer 14010816 7.02
30/09/2015 71626 Transfer 14082442 7.05
02/10/2015 107619 Transfer 14190061 7.11
09/10/2015 111952 Transfer 14302013 7.16
04/12/2015 -200 Transfer 14301813 7.16
01/01/2016 -2831 Transfer 14298982 7.16
04/03/2016 -97326 Transfer 14201656 7.11
11/03/2016 -308896 Transfer 13892760 6.96
18/03/2016 -240247 Transfer 13652513 6.84
25/03/2016 -217636 Transfer 13434877 6.73
31/03/2016 -335322 Transfer 13099555 6.56
Shareholding at end of the year 13099555 6.56
2 OPPENHEIMER INTERNATIONAL
GROWTH FUND
01/05/2015 1638602 Transfer 1638602 0.82
08/05/2015 678395 Transfer 2316997 1.16
15/05/2015 178147 Transfer 2495144 1.25
05/06/2015 456223 Transfer 2951367 1.48
12/06/2015 362253 Transfer 3313620 1.66
19/06/2015 344769 Transfer 3658389 1.83
26/06/2015 224862 Transfer 3883251 1.94
24/07/2015 121512 Transfer 4004763 2.01
31/07/2015 455697 Transfer 4460460 2.23
07/08/2015 422929 Transfer 4883389 2.45
18/12/2015 46668 Transfer 4930057 2.47
25/12/2015 147249 Transfer 5077306 2.54
31/12/2015 328232 Transfer 5405538 2.71
05/02/2016 18886 Transfer 5424424 2.72
114
12/02/2016 33365 Transfer 5457789 2.73
26/02/2016 59596 Transfer 5517385 2.76
04/03/2016 298709 Transfer 5816094 2.91
11/03/2016 181035 Transfer 5997129 3.00
25/03/2016 24009 Transfer 6021138 3.02
3 LATHE INVESTMENT PTE LTD
Shareholding at beginning of the year 5554480 2.78 There is no change in the shareholding of the holder during
the year 2015-16 .

Date of
change
company company
4 EUROPACIFIC GROWTH FUND
10/04/2015 -962533 Transfer 3676330 1.84
17/04/2015 -3709 Transfer 3672621 1.84
24/04/2015 -332210 Transfer 3340411 1.67
01/05/2015 -2416292 Transfer 924119 0.46
08/05/2015 -924119 Transfer 0 0.00
5 ABERDEEN GLOBAL INDIAN EQUITY
(MAURITIUS) LIMITED
22/05/2015 42687 Transfer 4307687 2.16
29/05/2015 17500 Transfer 4325187 2.17
05/06/2015 78928 Transfer 4404115 2.21
12/06/2015 56175 Transfer 4460290 2.23
19/06/2015 44820 Transfer 4505110 2.26
26/06/2015 4890 Transfer 4510000 2.26
04/09/2015 -158937 Transfer 4351063 2.18
11/09/2015 -110088 Transfer 4240975 2.12
18/09/2015 -8304 Transfer 4232671 2.12
30/09/2015 -200623 Transfer 4032048 2.02
02/10/2015 -79377 Transfer 3952671 1.98
20/11/2015 -145500 Transfer 3807171 1.91
27/11/2015 -339500 Transfer 3467671 1.74
15/01/2016 -70363 Transfer 3397308 1.70
22/01/2016 -24637 Transfer 3372671 1.69
05/02/2016 -170000 Transfer 3202671 1.60
11/03/2016 -236935 Transfer 2965736 1.49
18/03/2016 -203065 Transfer 2762671 1.38
6 LAZARD ASSET MANAGEMENT LLC A/C
LAZARD EMERGING MA
01/05/2015 119742 Transfer 3202789 1.60
08/05/2015 742739 Transfer 3945528 1.98
15/05/2015 119252 Transfer 4064780 2.04
28/08/2015 -62651 Transfer 4002129 2.00
18/09/2015 -110794 Transfer 3891335 1.95
25/09/2015 -156263 Transfer 3735072 1.87
06/11/2015 -97514 Transfer 3637558 1.82
04/12/2015 -104903 Transfer 3532655 1.77
25/12/2015 -97148 Transfer 3435507 1.72
31/12/2015 -57096 Transfer 3378411 1.69
7 GOVERNMENT PENSION FUND GLOBAL
10/04/2015 -12222 Transfer 3038546 1.52
17/04/2015 117174 Transfer 3155720 1.58
24/04/2015 31788 Transfer 3187508 1.60
115
01/05/2015 188375 Transfer 3375883 1.69
08/05/2015 -8932 Transfer 3366951 1.69
15/05/2015 37192 Transfer 3404143 1.70
22/05/2015 24990 Transfer 3429133 1.72
29/05/2015 -100000 Transfer 3329133 1.67
05/06/2015 -122297 Transfer 3206836 1.61
12/06/2015 -460400 Transfer 2746436 1.38
19/06/2015 -306574 Transfer 2439862 1.22
26/06/2015 -180432 Transfer 2259430 1.13
17/07/2015 55002 Transfer 2314432 1.16
28/08/2015 -112501 Transfer 2201931 1.10
22/01/2016 53790 Transfer 2255721 1.13
29/01/2016 149360 Transfer 2405081 1.20

Date of
change
company company
05/02/2016 65000 Transfer 2470081 1.24
26/02/2016 29500 Transfer 2499581 1.25
11/03/2016 -6395 Transfer 2493186 1.25
18/03/2016 -75564 Transfer 2417622 1.21
25/03/2016 -16041 Transfer 2401581 1.20
8 ABERDEEN EMERGING MARKETS FUND
10/04/2015 367637 Transfer 3416597 1.71
22/05/2015 75169 Transfer 3491766 1.75
29/05/2015 30817 Transfer 3522583 1.76
05/06/2015 138990 Transfer 3661573 1.83
12/06/2015 98922 Transfer 3760495 1.88
19/06/2015 78929 Transfer 3839424 1.92
26/06/2015 8611 Transfer 3848035 1.93
28/08/2015 -390598 Transfer 3457437 1.73
04/09/2015 -49402 Transfer 3408035 1.71
06/11/2015 -240000 Transfer 3168035 1.59
04/12/2015 -513000 Transfer 2655035 1.33
15/01/2016 -136283 Transfer 2518752 1.26
22/01/2016 -47717 Transfer 2471035 1.24
9 BC INDIA PRIVATE INVESTORS II
27/11/2015 -2980426 Transfer 0 0.00
10 ABERDEEN GLOBAL-EMERGING
MARKETS EQUITY FUND
22/05/2015 39377 Transfer 2251619 1.13
29/05/2015 16143 Transfer 2267762 1.14
05/06/2015 72808 Transfer 2340570 1.17
12/06/2015 51820 Transfer 2392390 1.20
19/06/2015 41346 Transfer 2433736 1.22
26/06/2015 4511 Transfer 2438247 1.22
14/08/2015 -170000 Transfer 2268247 1.14
11 UTI - DUAL ADVANTAGE FIXED TERM
FUND SERIES I - II
10/04/2015 143 Transfer 2149430 1.08
10/04/2015 -19 Transfer 2149411 1.08
17/04/2015 7523 Transfer 2156934 1.08
17/04/2015 -3 Transfer 2156931 1.08
24/04/2015 27404 Transfer 2184335 1.09
24/04/2015 -1 Transfer 2184334 1.09
01/05/2015 10290 Transfer 2194624 1.10
08/05/2015 5021 Transfer 2199645 1.10
08/05/2015 -1 Transfer 2199644 1.10
15/05/2015 7291 Transfer 2206935 1.11
116
22/05/2015 3580 Transfer 2210515 1.11
29/05/2015 5850 Transfer 2216365 1.11
05/06/2015 -234 Transfer 2216131 1.11
12/06/2015 180 Transfer 2216311 1.11
19/06/2015 321 Transfer 2216632 1.11
26/06/2015 6000 Transfer 2222632 1.11
26/06/2015 -44 Transfer 2222588 1.11
30/06/2015 -4518 Transfer 2218070 1.11
10/07/2015 -110 Transfer 2217960 1.11
17/07/2015 -14560 Transfer 2203400 1.10
24/07/2015 -2119 Transfer 2201281 1.10
31/07/2015 648 Transfer 2201929 1.10

Date of
change
company company
31/07/2015 -7101 Transfer 2194828 1.10
07/08/2015 20431 Transfer 2215259 1.11
07/08/2015 -2000 Transfer 2213259 1.11
14/08/2015 5000 Transfer 2218259 1.11
14/08/2015 -1873 Transfer 2216386 1.11
21/08/2015 130 Transfer 2216516 1.11
28/08/2015 5730 Transfer 2222246 1.11
28/08/2015 -1664 Transfer 2220582 1.11
04/09/2015 20252 Transfer 2240834 1.12
11/09/2015 1099 Transfer 2241933 1.12
18/09/2015 2419 Transfer 2244352 1.12
25/09/2015 5070 Transfer 2249422 1.13
30/09/2015 -106 Transfer 2249316 1.13
09/10/2015 20404 Transfer 2269720 1.14
09/10/2015 -171 Transfer 2269549 1.14
16/10/2015 6887 Transfer 2276436 1.14
16/10/2015 -4 Transfer 2276432 1.14
23/10/2015 5965 Transfer 2282397 1.14
23/10/2015 -257 Transfer 2282140 1.14
30/10/2015 63 Transfer 2282203 1.14
06/11/2015 8 Transfer 2282211 1.14
13/11/2015 370 Transfer 2282581 1.14
20/11/2015 9121 Transfer 2291702 1.15
20/11/2015 -8000 Transfer 2283702 1.14
27/11/2015 21 Transfer 2283723 1.14
27/11/2015 -30600 Transfer 2253123 1.13
04/12/2015 32 Transfer 2253155 1.13
04/12/2015 -8070 Transfer 2245085 1.12
11/12/2015 102 Transfer 2245187 1.12
11/12/2015 -117 Transfer 2245070 1.12
18/12/2015 17 Transfer 2245087 1.12
18/12/2015 -14413 Transfer 2230674 1.12
25/12/2015 2000 Transfer 2232674 1.12
25/12/2015 -14 Transfer 2232660 1.12
31/12/2015 -66 Transfer 2232594 1.12
01/01/2016 -347 Transfer 2232247 1.12
08/01/2016 44 Transfer 2232291 1.12
15/01/2016 88 Transfer 2232379 1.12
15/01/2016 -37673 Transfer 2194706 1.10
22/01/2016 382 Transfer 2195088 1.10
22/01/2016 -27000 Transfer 2168088 1.09
29/01/2016 1500 Transfer 2169588 1.09
29/01/2016 -18000 Transfer 2151588 1.08
05/02/2016 5103 Transfer 2156691 1.08
05/02/2016 -599 Transfer 2156092 1.08
12/02/2016 150 Transfer 2156242 1.08
19/02/2016 209 Transfer 2156451 1.08
26/02/2016 1126 Transfer 2157577 1.08
04/03/2016 607 Transfer 2158184 1.08
04/03/2016 -5766 Transfer 2152418 1.08 117
11/03/2016 364 Transfer 2152782 1.08
11/03/2016 -5503 Transfer 2147279 1.08
18/03/2016 258 Transfer 2147537 1.08
25/03/2016 468 Transfer 2148005 1.08
25/03/2016 -16416 Transfer 2131589 1.07
31/03/2016 907 Transfer 2132496 1.07
31/03/2016 -5478 Transfer 2127018 1.07

Date of
change
company company
12 TEMPLETON GROWTH FUND, INC.
22/05/2015 746600 Transfer 746600 0.37
29/05/2015 313931 Transfer 1060531 0.53
28/08/2015 389772 Transfer 1450303 0.73
25/09/2015 285131 Transfer 1735434 0.87
30/09/2015 353914 Transfer 2089348 1.05
(v) Shareholding of Directors & Key Managerial Personnel

Date of
change
Shares shares of the share holding Decrease Shares* shares of the
company company
1. Mr. Pawan Munjal
Shareholding at beginning of the year 12461860* 6.25
There is no change in the shareholding during the financial year 2015-16.
Shareholding at end of the year 12461860* 6.25
2. Mr. Sunil Kant Munjal
Shareholding at beginning of the year 1882940** 0.94
Shareholding at end of the year 1882940** 0.94
3. Mr. Suman Kant Munjal
Shareholding at beginning of the year 12500590*** 6.26
Shareholding at end of the year 12500590*** 6.26
4. Mr. Paul Edgerley
Shareholding at beginning of the year 0 0
Shareholding at end of the year 0 0
5. Mr. Pradeep Dinodia
6. Gen. (Retd.) V. P. Malik
7. Dr. Anand C. Burman
8. Mr. M. Damodaran
9. Dr. Pritam Singh
10. Mr. Ravi Nath
11. Mrs. Shobana Kamineni
118 Shareholding at beginning of the year 0 0
12. Mr. Ravi Sud
13. Mr. Ilam C. Kamboj#
Shareholding at beginning of the year 0 0 28-03-2016 214 Allotment 214 0.00
under ESOP
*Includes 32,500 equity shares held on behalf of Pawan Kant & Sons, HUF and 12,396,840 equity shares held on behalf of Brijmohan Lall Om Prakash,
Firm.
**Includes 1,850,440 Equity Shares held on behalf of Brijmohan Lall Om Prakash, Firm.
***Includes 32,500 equity shares held on behalf of Brijmohan Lall & Sons, HUF, 32,500 equity shares on behalf of Suman Kant & Sons, HUF and 12,396,840
equity shares held on behalf of Brijmohan Lall Om Prakash, Firm.
# Resigned from position of Company Secretary w.e.f. April 2, 2016.
V INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for
payment
`
Secured Loans Unsecured Total
Particulars Deposits
excluding deposits Loans Indebtedness
Indebtness at the beginning of the financial year 0 0 0 0
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 0 0 0
Change in Indebtedness during the financial year 0 0 0 0
Additions 0 0 0 0
Reduction 0 0 0 0
Net Change 0 0 0 0
Indebtedness at the end of the financial year 0 0 0 0
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 0 0 0
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration of Managing Director (MD), Whole time director (WTD) and/or Manager:
` in crores
Name of the MD/WTD/Manager Total Amount
Sl. Mr. Brijmohan Mr. Pawan Munjal, Mr. Sunil Kant Munjal,
Particulars of Remuneration
No Lall Munjal, Chairman, MD & CEO Jt. Managing Director
Chairman*
1 Gross salary
(a) Salary as per provisions 8.12 9.63 5.07 22.82
contained in section 17(1) of
the Income Tax Act, 1961
(b) Value of perquisites u/s 17(2) 0.33 0.96 2.75 4.04
of the Income Tax Act, 1961
(c ) Profits in lieu of salary under - - - -
section 17(3) of the Income
Tax Act, 1961
2 Stock option
3 Sweat Equity
4 Commission
as % of profit 7.54 45.23 45.23 98.00
others (specify)
5 Others, please specify
Contribution to Provident fund 0.11 1.58 1.32 3.01
and Gratuity
Total (A) 16.10 57.40 54.37 127.87
Ceiling as per the Act 452.94
* Resigned as the Chairman effective June 1, 2015.
B. Remuneration to other directors:

` in crores
Sl.
Particulars of Remuneration Name of the Directors
No
1 Independent Directors Dr. Anand C. Mr. M. Mr. Pradeep Dr. Pritam Mr. Ravi Gen (Retd.) Mrs. Shobana Total Amount 119
Burman Damodaran Dinodia Singh Nath V.P. Malik Kamineni
(a) Fee for attending board 0.05 0.21 0.24 0.18 0.12 0.20 0.06 1.06
committee meetings
(b) Commission 0.14 0.55 0.62 0.50 0.24 0.53 0.15 2.72
(c) Others, please specify - - - - - - - -
Total (1) 0.19 0.76 0.86 0.68 0.36 0.73 0.21 3.78
2 Other Non Executive Directors Mr. Suman Mr. Paul
Kant Munjal Edgerley
(a) Fee for attending 0.06 - 0.06
board committee meetings
(b) Commission 0.18 - 0.18
(c) Others, please specify. - - -
Total (2) 0.24 - - - - - - 0.24
Total (B)=(1+2) 0.43 0.76 0.86 0.68 0.36 0.73 0.21 4.02
Total Managerial Remuneration 131.89
Overall Ceiling as per the Act 498.24
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

` in crores
Key Managerial Personnel
Sl.
Particulars of Remuneration Mr. Ravi Sud, Chief Mr. Ilam C. Kamboj,
No. Total
Financial Officer Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) 3.42 0.86 4.28
of the Income Tax Act, 1961.
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 0.17 0.08 0.25
1961
(c) Profits in lieu of salary under section 17(3) of the 0.02 0.03 0.05
Income Tax Act, 1961
2 Stock Option - 0.01 0.01
3 Sweat Equity - - -
4 Commission
- as % of profit - - -
- others, specify - - -
5 Others, please specify
- PF & Gratuity 0.21 0.08 0.28
Total 3.81 1.06 4.88
VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Details of Penalty/ Authority
Section of the Brief Appeal made if
Type Punishment/Compounding (RD/NCLT/
Companies Act Description any (give details)
fees imposed Court)
A. COMPANY
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty - - - - -
C. OTHER OFFICERS IN
DEFAULT
Penalty - - - - -
ANNEXURE VIII
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
A. CONSERVATION OF ENERGY Solar Day Lighting System to (ii) Benefits derived, like product
(i) Steps taken or Impact on conserve Energy. improvement, cost reduction,
Conservation of Energy: product development or
Approx. Annual Savings on (iii) Capital Investment on energy import substitution
120 Vehicles Produced in FY 2015- conservation equipment: New technology development
16: ` 33.16 million. Approx. Capital investments for compliance to latest
done on energy regulations
(ii) Steps taken by the Company conservation equipment in Design & Development of
for utilising alternate sources FY 2015-16: ` 96.9 Million. New Engine with Higher
of energy: Power Output & improved fuel
Installation of Solar Thermal B. TECHNOLOGY ABSORPTION efficiency
system to offset Natural Gas (i) Efforts made towards
/ Diesel. technology absorption (iii) In case of imported technology
Installation of Solar Energy Development of ABS for 2 (imported during last three
Panels of 1903 KWp to save wheelers above 125 cc years reckoned from the
20 LKWh energy units. Development of CBS for 2 beginning of the financial year)
Installation of Heat Pump to wheelers below 125 cc (a) Details of Technology
utilise Low Grade heat from 33 patents applied towards Imported
Cooling Towers to offset development of New NIL
Natural Gas. Technologies
(b) Year of Import (d) If not fully absorbed, areas

NIL where absorption has not
taken place and the reasons
(c) Whether the Technology has thereof
been fully absorbed NIL
NIL
(iv) Expenditure incurred on Research & Development

` in crores
For the year ended
Particulars March 31, March 31,
2016 2015
Capital 756.62 597.98
Recurring 279.24 125.06
Total R&D expenditure as a percentage of total revenue (as per statement of 3.57 2.58
Profit & Loss)(%)
C. FOREIGN EXCHANGE Export Plan for FY 2016-17: (ii) The foreign exchange earned
EARNINGS AND OUTGO Targets have been kept at 300K in terms of actual inflows
(i) Export Activities/Initiatives to units, for 43% YoY growth during during the year and the foreign
Increase Exports/Development FY 2016-17. Key initiatives taken exchange outgo during
of New Export Markets/Export are as follows: the year in terms of actual
Plans 1. Focus on key markets for outflows.
Export performance for FY 2015-16: high volumes: Sri Lanka, Foreign exchange earnings during
The Company achieved 210,409 units Nepal, Bangladesh, Colombia the FY 2015-16 were ` 778.16
in exports for FY 2015-16, accounting and Nigeria crores, as compared to ` 721.67
for 5% YoY increase. 2. Six new markets to be added crores in the previous FY.
for exports
Key initiatives in FY 2015-16: 3. Target specific segments for On account of Royalty, Technical
1. Hiring of Regional Heads: gaining market shares in key Guidance Fee, Travel and other
Dedicated regional heads markets: accounts and Advertisement and
have now been appointed Scooters in Nepal and Sri Lanka Publicity, the foreign exchange
across South Asia, Africa 100cc in Sri Lanka, Bangladesh, outgo during the FY 2015-16 was
& Middle East and Latin Colombia and Nigeria ` 272.30 crores, as compared to
America ` 403.57 crores in the previous FY.
2. Manufacturing operations 4. Model rationalization across
started in Colombia countries to gain efficiency Outgo for import of components,
3. Launch of Dash and Duet Reduce inventory and service spare parts, raw materials
helped improve scooter share overheads and capital goods during the
in South Asia Improve distributor bandwidth FY 2015-16 was ` 1,057.16 crores,
4. Bulk order for Pleasure and focus as compared to ` 1,345.18 crores
scooters in Sri Lanka in the previous FY.
5. Clear focus on marketing 5. Streamline manufacturing
initiatives as per regional operations
mandates: ATL activations for Operationalize Bangladesh
larger markets (Sri Lanka, manufacturing
121
Nepal, Bangladesh, Colombia), Streamline Colombia
Digital for Middle East and BTL operations
activations for Africa
6. Participation in Colombia
Motor show, Sri Lanka NADA
auto show, Nepal auto show
and Turkey auto show
7. Seven new markets added for
exports
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF Auditor’s Responsibility Opinion

HERO MOTOCORP LIMITED Our responsibility is to express an opinion In our opinion and to the best of our
on these standalone financial statements information and according to the
Report on the Standalone based on our audit. explanations given to us, the aforesaid
Financial Statements standalone financial statements give
We have audited the accompanying We have taken into account the provisions the information required by the Act
standalone financial statements of HERO of the Act, the accounting and auditing in the manner so required and give a
MOTOCORP LIMITED (“the Company”), standards and matters which are true and fair view in conformity with
which comprise the Balance Sheet as at required to be included in the audit report the accounting principles generally
March 31, 2016, the Statement of Profit under the provisions of the Act and the accepted in India, of the state of affairs
and Loss and the Cash Flow Statement Rules made thereunder and the Order of the Company as at March 31, 2016,
for the year then ended, and a summary under section 143 (11) of the Act. and its profit and its cash flows for the
of the significant accounting policies year ended on that date.
and other explanatory information. We conducted our audit of the standalone
financial statements in accordance with Report on Other Legal and
Management’s Responsibility the Standards on Auditing specified Regulatory Requirements
for the Standalone Financial under Section 143(10) of the Act. Those 1. As required by Section 143 (3) of
Statements Standards require that we comply with the Act, we report that:
The Company’s Board of Directors is ethical requirements and plan and
responsible for the matters stated perform the audit to obtain reasonable a) We have sought and obtained
in Section 134(5) of the Companies assurance about whether the financial all the information and
Act, 2013 (“the Act”) with respect to statements are free from material explanations which to the
the preparation of these standalone misstatement. best of our knowledge and
financial statements that give a true belief were necessary for the
and fair view of the financial position, An audit involves performing procedures purposes of our audit.
financial performance and cash flows to obtain audit evidence about the
of the Company in accordance with the amounts and the disclosures in the b) In our opinion, proper books
accounting principles generally accepted financial statements. The procedures of account as required by
in India, including the Accounting selected depend on the auditor’s law have been kept by the
Standards prescribed under section 133 judgment, including the assessment of Company so far as it appears
of the Act, as applicable. the risks of material misstatement of from our examination of
the financial statements, whether due those books.
This responsibility also includes to fraud or error. In making those risk
maintenance of adequate accounting assessments, the auditor considers c) The Balance Sheet, the
records in accordance with the provisions internal financial control relevant to the Statement of Profit and Loss,
of the Act for safeguarding the assets Company’s preparation of the financial and the Cash Flow Statement
of the Company and for preventing and statements that give a true and fair view dealt with by this Report are
detecting frauds and other irregularities; in order to design audit procedures that in agreement with the books
selection and application of appropriate are appropriate in the circumstances. of account.
accounting policies; making judgments An audit also includes evaluating the
and estimates that are reasonable and appropriateness of the accounting d) In our opinion, the aforesaid
prudent; and design, implementation policies used and the reasonableness standalone financial
and maintenance of adequate internal of the accounting estimates made by statements comply with
122
financial controls, that were operating the Company’s Directors, as well as the Accounting Standards
effectively for ensuring the accuracy evaluating the overall presentation of the prescribed under section 133
and completeness of the accounting financial statements. of the Act, as applicable.
records, relevant to the preparation and
presentation of the financial statements We believe that the audit evidence we have e) On the basis of the written
that give a true and fair view and are free obtained is sufficient and appropriate to representations received from
from material misstatement, whether provide a basis for our audit opinion on the directors as on March 31,
due to fraud or error. the standalone financial statements. 2016 taken on record by the
(Standalone)
Board of Directors, none of the Auditor’s Report in required to be transferred,

the directors is disqualified accordance with Rule 11 of to the Investor Education
as on March 31, 2016 from the Companies (Audit and and Protection Fund by
being appointed as a director Auditor’s) Rules, 2014, in our the Company.
in terms of Section 164 (2) of opinion and to the best of our
the Act. information and according to 2. As required by the Companies
the explanations given to us: (Auditor’s Report) Order, 2016
f) With respect to the adequacy of (“the Order”) issued by the Central
the internal financial controls i. The Company has Government in terms of Section
over financial reporting of the disclosed the impact of 143(11) of the Act, we give in
Company and the operating pending litigations on its Annexure “B” a statement on the
effectiveness of such controls, financial position in its matters specified in paragraphs 3
refer to our separate Report financial statements; and 4 of the Order.
in Annexure “A”. Our report
expresses an unmodified ii. The Company did not have
opinion on the adequacy and any long-term contracts For DELOITTE HASKINS & SELLS
operating effectiveness of the including derivative Chartered Accountants
Company’s internal financial contracts for which (Firm Registration No. 015125N)
controls over financial there were any material
reporting. foreseeable losses; Jaideep Bhargava
Partner
g) With respect to the other iii. There has been no delay (Membership No. 90295)
matters to be included in in transferring amounts, Gurgaon, May 5, 2016
123
ANNEXURE “A” TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)
Report on the Internal Financial reasonable assurance about whether are being made only in accordance
Controls Over Financial Reporting adequate internal financial controls over with authorisations of management
under Clause (i) of Sub-section 3 of financial reporting was established and and directors of the company; and
Section 143 of the Companies Act, maintained and if such controls operated (3) provide reasonable assurance
2013 (“the Act”) effectively in all material respects. regarding prevention or timely detection
of unauthorised acquisition, use, or
We have audited the internal financial Our audit involves performing procedures disposition of the company’s assets
controls over financial reporting of HERO to obtain audit evidence about the that could have a material effect on the
MOTOCORP LIMITED (“the Company”) as adequacy of the internal financial financial statements.
of March 31, 2016 in conjunction with controls system over financial reporting
our audit of the standalone financial and their operating effectiveness. Our Inherent Limitations of Internal
statements of the Company for the year audit of internal financial controls over Financial Controls Over Financial
ended on that date. financial reporting included obtaining Reporting
an understanding of internal financial Because of the inherent limitations
Management’s Responsibility for controls over financial reporting, of internal financial controls over
Internal Financial Controls assessing the risk that a material financial reporting, including the
The Company’s management is responsible weakness exists, and testing and possibility of collusion or improper
for establishing and maintaining internal evaluating the design and operating management override of controls,
financial controls based on the internal effectiveness of internal control based material misstatements due to error or
control over financial reporting criteria on the assessed risk. The procedures fraud may occur and not be detected.
established by the Company considering selected depend on the auditor’s Also, projections of any evaluation of
the essential components of internal judgement, including the assessment the internal financial controls over
control stated in the “Guidance Note of the risks of material misstatement of financial reporting to future periods
on Audit of Internal Financial Controls the financial statements, whether due to are subject to the risk that the internal
Over Financial Reporting issued by the fraud or error. financial control over financial reporting
Institute of Chartered Accountants of may become inadequate because
India”. These responsibilities include the We believe that the audit evidence we have of changes in conditions, or that the
design, implementation and maintenance obtained is sufficient and appropriate to degree of compliance with the policies
of adequate internal financial controls provide a basis for our audit opinion on or procedures may deteriorate.
that were operating effectively for the Company’s internal financial controls
ensuring the orderly and efficient conduct system over financial reporting. Opinion
of its business, including adherence to In our opinion, to the best of our
Company’s policies, the safeguarding of Meaning of Internal Financial information and according to the
its assets, the prevention and detection Controls Over Financial Reporting explanations given to us, the Company
of frauds and errors, the accuracy and A company’s internal financial control has, in all material respects, an adequate
completeness of the accounting records, over financial reporting is a process internal financial controls system over
and the timely preparation of reliable designed to provide reasonable financial reporting and such internal
financial information, as required under assurance regarding the reliability of financial controls over financial reporting
the Companies Act, 2013. financial reporting and the preparation were operating effectively as at March 31,
of financial statements for external 2016, based on “the internal control over
Auditor’s Responsibility purposes in accordance with generally financial reporting criteria established by
Our responsibility is to express an accepted accounting principles. A the Company considering the essential
opinion on the Company’s internal company’s internal financial control components of internal control stated in
124
financial controls over financial reporting over financial reporting includes those the Guidance Note on Audit of Internal
based on our audit. We conducted our policies and procedures that Financial Controls Over Financial
audit in accordance with the Guidance Reporting issued by the Institute of
Note on Audit of Internal Financial (1) pertain to the maintenance of Chartered Accountants of India”.
Controls Over Financial Reporting (the records that, in reasonable detail,
“Guidance Note”) issued by the Institute accurately and fairly reflect the
of Chartered Accountants of India and transactions and dispositions of the For DELOITTE HASKINS & SELLS
the Standards on Auditing prescribed assets of the company; (2) provide Chartered Accountants
under Section 143(10) of the Companies reasonable assurance that transactions (Firm Registration No. 015125N)
Act, 2013, to the extent applicable to an are recorded as necessary to permit
audit of internal financial controls. Those preparation of financial statements in Jaideep Bhargava
Standards and the Guidance Note require accordance with generally accepted Partner
that we comply with ethical requirements accounting principles, and that receipts (Membership No. 90295)
and plan and perform the audit to obtain and expenditures of the company Gurgaon, May 5, 2016
(Standalone)
ANNEXURE “B” TO THE AUDITORS’ REPORT

(Referred to in paragraph 2 under ‘Report on Legal and Regulatory Requirements’ section of our report of even date)
(i) In respect of its fixed assets: Pursuant to the programme, provided to us, we report that,
fixed assets were physically the title deeds, comprising
(a) The Company has maintained verified by the Management all the immovable properties
proper records showing during the year. According of land and buildings which
full particulars, including to the information and are freehold, are held in the
quantitative details and explanations given to us, name of the Company as
situation of the fixed assets. discrepancies noticed on such at the balance sheet date.
verification were not material In respect of immovable
(b) The Company has a and have been properly dealt properties of land that have
programme of verification of in the books of account. been taken on lease and
fixed assets to cover all the disclosed as fixed asset in
items in a phased manner (c) According to the information the financial statements, the
over a period of three years and explanations given to us lease agreements are in the
which, in our opinion, is and the records examined name of the Company where
reasonable having regard by us and based on the the Company is the lessee
to the size of the Company examination of the registered in the agreement, except the
and the nature of its assets. sale deed and transfer deed following:
Amount as at March 31, 2016

Particulars of the land (` in crores) Remarks
Gross block Net block
Leasehold land at Jaipur 78.36 73.80 Pending Registration in the name of the Company
Leasehold land at Halol, Gujarat 83.29 81.28 Pending Registration in the name of the Company
(ii) As explained to us, the inventories (v) According to the information records with a view to determine
were physically verified during and explanations given to us, the whether they are accurate or
the year by the Management at Company has neither accepted complete.
reasonable intervals other than any deposit during the year nor
for inventories lying with third has any unclaimed deposits within (vii) According to the information and
parties at the end of the year for the meaning of Section 73 to 76 or explanations given to us, in respect
which confirmations have been any other relevant provisions of the of statutory dues:
obtained in most of the cases and Companies Act, 2013.
no material discrepancies were (a) The Company has been
noticed on physical verification. (vi) The maintenance of cost records regular in depositing
has been specified by the Central undisputed statutory dues,
(iii) The Company has not granted Government under section 148(1) including Provident fund,
any loans, secured or unsecured, of the Companies Act, 2013 Employees’ State Insurance,
to companies, firms, Limited in respect of certain products Income-tax, Sales Tax,
Liability Partnerships or other manufactured by the Company. Service Tax, Customs Duty,
parties covered in the register We have broadly reviewed the Excise Duty, Value Added
maintained under section 189 of cost records maintained by Tax, cess and other material
the Companies Act, 2013. the Company pursuant to the statutory dues applicable
Companies (Cost Records and to it with the appropriate
125
(iv) In our opinion and according to the Audit) Rules, 2014, as amended authorities. There were no
information and explanations given and prescribed by the Central undisputed amounts payable
to us, the Company has complied Government of India under sub- in respect of Provident fund,
with the provisions of section 186 of section (1) of Section 148 of the Act Employees’ State Insurance,
the Companies Act, 2013 in respect and are of the opinion that, prima Income-tax, Sales Tax,
of making investments during the facie, the prescribed cost records Service Tax, Customs Duty,
year. The Company has not granted have been made and maintained. Excise Duty, Value Added
any loans or provided guarantees We have, however, not made a Tax, cess and other material
and securities during the year. detailed examination of the cost statutory dues in arrears as
at March 31, 2016 for a period of more than six months from the date they became payable.
(b) There are no disputed dues in respect of Customs Duty and cess as at March 31, 2016 which have not been deposited
on account of dispute. The following are the particulars of Excise Duty, Service Tax, Sales Tax and Income-tax dues
which have not been deposited / deposited under protest as on March 31, 2016 by the Company on account of disputes:
Amount paid Period to which Forum where

Amount* (` in
Name of Statute Nature of Dues under protest the Amount Dispute is
crores)
(` in crores) Relates Pending
2000-2001 and
1,001.73 480.83 CESTAT
2002-2015
Excise duty 2009-10, 2013-
Commissioner
2.82 0.09 14, 2014-15,
Appeals
Central Excise Law 2015-16
2004-05 and
0.89 0.45 Supreme Court
2005-06
Service Tax
2004-05 to
255.08 22.04 CESTAT
2011-12
1998-99, Haryana Tax
1.90 1.90
1999-2000 Tribunal
Sales Tax Sales Tax Commissioner
5.22 - 2011-12 Appeals
(Dehradun)
Income Tax
3120.09 - 2010-11 Appellant
Tribunal
Income Tax
Income Tax Act, 1961 Income-tax 3081.28 201.16 2009-10 Appellant
Tribunal
Commissioner
2011-2012 to
14.25 7.13 Appeal,
2013-2014
Dehradun
*Amount as per demand orders including interest and penalty wherever indicated in the order and excludes disputed dues fully paid.
The following matters have been decided in favour of the Company but the department has preferred appeals at higher
levels:
Forum where
Amount* (` in Period to which the
Name of Statute Nature of Dues Dispute is
crores) Amount Relates
Pending
Excise duty 2.19 2004-05 to 2010-11 CESTAT
Central Excise Law
Service Tax 0.20 2004-05 and 2005-06 High Court
1987-88,1989-90,1992-93,
1993-94, 1995-96, 1996-97,
126 1219.02 High Court
1997-98, 1998-99, 2000-01,
Income Tax Act, 1961 Income-tax
2005-06 and 2006-07
2001-02, 2003-04, 2005-06 Income Tax
73.94
and 2009-10 Appellate Tribunal
(Standalone)
(viii) In our opinion and according to given to us, the Company has paid/ under clause (xiv) of the Order is
the information and explanations provided managerial remuneration not applicable to the Company.
given to us, the Company has in accordance with the requisite
not defaulted in repayment of approvals mandated by the provisions (xv) In our opinion and according to
loans/ borrowings to banks. The of section 197 read with Schedule V the information and explanations
Company has not taken any loans to the Companies Act, 2013. given to us, during the year the
or borrowings from financial Company has not entered into
institutions (other than scheduled (xii) The Company is not a Nidhi any non-cash transactions with
banks) and government and has Company and hence reporting its directors or directors of its
not issued any debentures during under clause (xii) of the Order is subsidiary or associate company
the year. not applicable. or persons connected with them
and hence provisions of section
(ix) The Company has not raised (xiii) In our opinion and according to the 192 of the Companies Act, 2013 are
moneys by way of initial public offer information and explanations given not applicable.
or further public offer (including to us, the Company is in compliance
debt instruments) or term loans with Section 177 and 188 of the (xvi) The Company is not required to be
and hence reporting under clause Companies Act, 2013, where registered under section 45-IA of
(ix) of the Order is not applicable. applicable, for all transactions with the Reserve Bank of India Act, 1934.
the related parties and the details
(x) To the best of our knowledge and of related party transactions have
according to the information and been disclosed in the financial For DELOITTE HASKINS & SELLS
explanations given to us, no fraud statements as required by the Chartered Accountants
by the Company and no material applicable accounting standards. (Firm Registration No. 015125N)
fraud on the Company by its
officers or employees has been (xiv) During the year, the Company Jaideep Bhargava
noticed or reported during the year. has not made any preferential Partner
allotment or private placement of (Membership No. 90295)
(xi) In our opinion and according to shares or fully or partly convertible Gurgaon, May 5, 2016
the information and explanations debentures and hence reporting
127
BALANCE SHEET
AS AT MARCH 31, 2016
` in crores
As at As at
Particulars Note No.
March 31, 2016 March 31, 2015
I Equity and Liabilities
1 Shareholders’ funds
(a) Share capital 3 39.94 39.94
(b) Reserves and surplus 4 7,904.81 6,501.39
2 Non - current liabilities
(a) Long term liabilities 5 34.89 31.33
(b) Deferred tax liabilities (Net) 6 227.79 -
(c) Long - term provisions 7 84.44 65.62
3 Current liabilities
(a) Trade payables 8
(i) Total outstandings dues of micro enterprises and small
- -
enterprises
(ii) Total outstandings dues of creditors other than micro
2,766.88 2,700.03
enterprises and small enterprises
(b) Other current liabilities 9 483.19 449.33
(c) Short - term provisions 10 798.75 734.06
Total 12,340.69 10,521.70
II Assets
1 Non - current assets
(a) Fixed assets 11
(i) Tangible assets 3,717.85 2,818.29
(ii) Intangible assets 118.89 94.40
(iii) Capital work-in-progress 288.34 309.78
(iv) Intangible assets under development 317.06 402.77
(b) Non- current investments 12 1,019.36 863.78
(c) Deferred tax assets (Net) 6 - 73.54
(d) Long - term loans and advances 13 870.42 616.82
(e) Other non- current assets 14 73.68 60.19
2 Current assets
(a) Current investments 12 3,247.01 2,290.33
(b) Inventories 15 672.98 815.49
(c) Trade receivables 16 1,282.80 1,389.59
(d) Cash and cash equivalents 17 131.36 159.25
(e) Short - term loans and advances 18 521.46 567.66
(f) Other current assets 19 79.48 59.81
Total 12,340.69 10,521.70
Accompanying notes forming part of the financial statements 1 to 43
128
In terms of our report attached For and on behalf of the Board of Directors
For DELOITTE HASKINS & SELLS
Chartered Accountants Pawan Munjal
DIN- 00004223
Jaideep Bhargava Pradeep Dinodia Ravi Sud

Partner Chairman- Audit Committee Sr. Vice President & CFO
DIN- 00027995
New Delhi
May 5, 2016
(Standalone)
STATEMENT OF PROFIT AND LOSS

FOR THE YEAR ENDED MARCH 31, 2016
` in crores
For the year ended For the year ended
March 31, 2016 March 31, 2015
I Revenue from Operations 20
(a) Gross sales of products 30,418.66 29,068.24
Less: Excise duty 2,258.18 1,717.64
28,160.48 27,350.60
(b) Sale of services and other operating revenue 438.82 234.70
Net revenue from operations 28,599.30 27,585.30
II Other income 21 391.12 492.74
III Total Revenue (I + II) 28,990.42 28,078.04
IV Expenses:
(a) Cost of materials consumed 22 19,321.72 19,783.88
(b) Changes in inventories of finished goods and work-in-progress 23 (6.82) (29.97)
(c) Employee benefits expenses 24 1,319.56 1,172.87
(d) Finance costs 25 2.15 11.09
(e) Depreciation and amortization expenses 11 441.40 539.97
(f) Other expenses 26 3,517.83 3,116.34
Total Expenses 24,595.84 24,594.18
V Profit before exceptional items and tax (III - IV) 4,394.58 3,483.86
Exceptional item - Provision for diminution in value of non
VI - 155.04
current investment (refer note no. 38)
VII Profit before tax 4,394.58 3,328.82
VIII Tax expenses
(a) Current tax 960.88 898.91
(b) Deferred tax 301.33 44.27
1,262.21 943.18
IX Profit for the year 3,132.37 2,385.64
X Basic and diluted earnings per equity share (of ` 2 each): 27
(a) before exceptional items 156.86 127.23
(b) after exceptional items 156.86 119.46
Accompanying notes forming part of the financial statements 1 to 43
DIN- 00004223

Partner Chairman- Audit Committee Sr. Vice President & CFO 129
DIN- 00027995
New Delhi
May 5, 2016
CASH FLOW STATEMENT

` crores
Year ended March 31, 2016 Year ended March 31, 2015
A. Cash Flow from Operating Activities
Profit before Tax 4,394.58 3,328.82
Adjustments for:
Add: Depreciation and amortisation 441.40 539.97
Loss on assets sold/discarded 108.99 22.84
Loss on sale of non-trade current investments 0.03 0.21
Provision for diminution in value of investment:
Exceptional item: Long term trade investment - non
- 155.04
current
Long term non trade investment 0.52 0.72
Finance cost 2.15 11.09
Provision for doubtful debts 2.95 0.70
Expense on employee stock option scheme 0.93 0.67
556.97 731.24
Less: Interest on long term and current non-trade investments 41.54 50.37
Interest on loans, deposits etc. 122.51 98.86
Profit on sale of fixed assets 0.51 0.68
Dividend income:
On current Investments - Non-Trade 7.06 1.50
On long-term investments-Trade and Non trade 4.50 2.25
Profit on sale of non-trade Long term & current
204.57 320.08
investments
380.69 473.74
Operating profit before working capital changes 4,570.86 3,586.32
Changes in working capital:
Adjustment for (increase)/decrease in operating assets:
Inventories 142.51 (145.94)
Trade receivables 103.84 (469.71)
Short-term loans and advances 46.20 (237.35)
Long-term loans and advances 44.21 (23.00)
Other current assets (22.29) (30.78)
314.47 (906.78)
Adjustment for increase/(decrease) in operating
liabilities:
Trade payables 66.85 551.29
Other current liabilities 25.85 (6.53)
Other long-term liabilities 3.56 6.88
Short-term provisions 16.61 2.95
Long-term provisions 18.82 15.64
131.69 570.23
Cash generated from operations 5,017.02 3,249.77
Less: Direct taxes paid 1,103.23 999.77
Net cash from operating activities 3,913.79 2,250.00
B Cash Flow from Investing Activities
Proceeds from sale of fixed assets 6.65 2.71
130 Sale of investments 26,967.10 20,644.00
Purchase of Investment (27,611.59) (19,289.84)
Investment in Associates (197.19) (167.90)
Investment in Subsidiaries (66.56) (87.49)
Inter corporate deposits received back - 515.00
Inter corporate deposits paid - (295.00)
Interest received on long term and current non-trade investments 30.67 31.01
Interest received on loans, deposits etc. 122.51 98.86
Dividend income
Capital expenditure on fixed assets, including capital advances (1,534.49) (1,155.68)
Payment of deferred credits - (287.34)
Net cash (used) in investing activities (2,271.34) 12.08
(Standalone)
` crores
C. Cash Flow from Financing Activities
Interest paid (2.15) (11.09)
Dividends paid (1,397.81) (1,897.03)
Tax on dividend (284.55) (322.40)
Proceeds from issue of equity share capital 0.56 -
Net cash (used) in financing activities (1,683.95) (2,230.52)
Increase/(Decrease) In Cash and Cash Equivalents
D. (41.50) 31.56
(A+B+C)
Cash and cash equivalents at the beginning of the year 97.97 66.41
Cash and cash equivalents at the end of the year
Cash and bank balances 56.47 97.97
Reconciliation
Cash and Bank balances as per Balance Sheet 131.36 159.25
Less: Unpaid dividend current account with Banks 74.89 61.28
Net Cash and cash equivalents at the end of the year 56.47 97.97
Accompanying notes forming part of the financial statements
DIN- 00004223

DIN- 00027995
New Delhi
May 5, 2016
131
NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note No 1 Corporate Information the financial statements are prudent fixed assets, intangible assets are
Hero MotoCorp Limited (the Company) and reasonable. Future results adjusted to the cost of the respective
is a public company domiciled in India could differ due to these estimates assets and depreciated/amortised
and incorporated under the provisions and the differences between the over the remaining useful life of
of the Companies Act, 1956 on January actual results and the estimates are such assets.
19, 1984. The name of the Company has recognised in the periods in which
been changed from Hero Honda Motors the results are known / materialise. The carrying values of assets /
Limited to Hero MotoCorp Limited on cash generating units at each
July 29, 2011. The shares of the Company iii. Operating Cycle Balance Sheet date are reviewed
are listed on two stock exchanges Based on the nature of products / for impairment. If any indication of
in India i.e. National Stock Exchange activities of the Company and the impairment exists, the recoverable
(NSE) and Bombay Stock Exchange normal time between acquisition of amount of such assets is estimated
(BSE). The Company is engaged in the assets and their realisation in cash and impairment charge if any is
manufacturing and selling of motorised or cash equivalents, the Company recognised in the statement of profit
two-wheelers, spare parts and related has determined its operating cycle and loss. In case of any reversal/
services. The Company is a leading as 12 months for the purpose of reduction of such an impairment,
two wheeler manufacturer and has a classification of its assets and the same is recognised through the
dominant presence in domestic market. liabilities as current and non-current. profit and loss.
Note No 2 Significant Accounting iv. Fixed / Intangible assets and v. Preoperative expenses pending
Policies depreciation / amortization allocation
i. Accounting convention Fixed assets are stated at cost less Expenses directly related to
The financial statements of the accumulated depreciation. Cost of construction activity or incidental
Company have been prepared in acquisition is inclusive of freight, thereto, are allocated to fixed
accordance with the Generally duties, taxes and other incidental assets at the time of completion of
Accepted Accounting Principles expenses. Depreciation is charged the project
in India (Indian GAAP) to comply on a pro-rata basis at the straight
with the Accounting Standards line method rates prescribed in vi. Intangible assets under
specified under Section 133 of the Schedule II to the Companies Act, development
Companies Act, 2013, read with 2013 other than assets covered Expenditure on Research and
Rule 7 of the Companies (Accounts) under employee benefit schemes development eligible for capitalisation
Rules, 2014 and relevant provisions which are depreciated over a are carried as Intangible assets under
of the Companies Act, 2013 (“the period of five years. Leasehold development where such assets are
2013 Act”) / Companies Act, 1956 land has been amortised over the not yet ready for their intended use.
(“the 1956 Act”), as applicable. The period of lease.
financial statements have been vii. Investments
prepared on accrual basis under Intangible assets, comprising of Current investments are stated at
the historical cost convention. expenditure on model fee etc., lower of cost and fair value computed
incurred are amortised on a categorywise. Long term investments
ii. Use of estimates straight line method over a period are stated at cost less provision for
The preparation of the financial of five years. Licenses for Technical diminution other than temporary, if
statements in conformity with Indian know-how / export licenses have any. Premium paid on purchase of
GAAP requires the Management to been amortised on a straight line debt securities is amortised over the
132
make estimates and assumptions basis upto June 30, 2014 i.e. forty period of maturity.
considered in the reported amounts two months (refer note 11).
of assets and liabilities (including viii. Inventories
contingent liabilities) and the reported Exchange differences arising on Raw materials and components,
income and expenses during the restatement / settlement of long- stores and spares, loose tools,
year. The Management believes that term foreign currency borrowings finished goods and work in progress
the estimates used in preparation of relating to acquisition of depreciable are valued at cost or net realisable
value, whichever is lower.
(Standalone)
The basis of determining cost for various categories of inventories are as follows:-
Stores and spares, loose tools, raw materials and components - Weighted average cost
Materials in transit - Actual cost
- Material cost plus appropriate share of labour,
Work in progress and finished goods
manufacturing overheads and excise duty
ix. Employee benefits rate prevailing at the time of inclusive of applicable excise duty
Defined contribution plan the transaction. All loss or gain and freight but are exclusive of
Provident fund, Superannuation fund on translation is charged to sales tax.
and Employees’ State Insurance revenue in the year in which it is
Corporation (ESIC) are the defined incurred. Sale of services is recognized on
contribution schemes offered by rendering of services as per contractual
the Company. The contributions to b. Monetary assets and liabilities terms.
these schemes are charged to the denominated in foreign
statement of profit and loss of the currency are restated at the Scrap is accounted for on sale basis.
year in which contribution to such rate prevailing at the year end
schemes becomes due. and resultant gain or loss is xiii. Government grants, subsidies
recognised. and export incentives
Defined benefit plan and Long Government grants and subsidies
term Employee benefits c. The exchange differences arising are recognised when there is
Gratuity liability and long term on restatement / settlement reasonable assurance that the
employee benefits, are provided on of long-term foreign currency Company will comply with the
the basis of an actuarial valuation monetary items are capitalised conditions attached to them and the
made at the end of each financial as part of the depreciable fixed grants / subsidies will be received.
year as per projected unit credit assets to which the monetary
method. Actuarial gains or loss item relates and depreciated xiv. Warranty claims
arising from such valuation are over the remaining useful life The estimated liability for product
charged to revenue in the year in of such assets or amortised on warranties is recorded when
which they arise. settlement / over the maturity products are sold. These estimates
period of such items in line are established using historical
x. Employee share based payments with Notification No. GSR 378(E) information on the nature,
The Company has formulated dated May 11, 2011 issued frequency and average cost of
Employee Stock Option Schemes by The Ministry of Corporate warranty claims and management
(ESOS) in accordance with the Affairs, Government of India. estimates regarding possible future
SEBI (Employee Stock Option incidence based on corrective
Scheme and Employee Stock d. In respect of forward contracts, actions on product failures. The
Purchase Scheme) Guidelines. the forward premium or timing of outflows will vary as and
The Schemes provide for grant discount is recognised as when warranty claim will arise -
of options to employees of the income or expense over the life being typically two to five years.
Company to acquire equity shares of contract in the Statement
of the Company that vest in a of Profit and Loss and the The Company accounts for the
graded manner and that are to exchange difference between post-contract support / provision
133
be exercised within a specified the exchange rate prevailing for warranty on the basis of the
period. In accordance with the at the year end and the date information available with the
SEBI Guidelines; the ESOS are of the inception of the forward Management duly taking into
accounted for under the fair value exchange contract is recognised account the current and past
method stated in the guidance as income or expense in the technical estimates.
note on ‘Employee Share Based statement of profit and loss.
Payments’ issued by the Institute xv. Leases
of Chartered Accountants of India. xii. Sales Arrangements where the risks and
Sale of goods is recognised on rewards incidental to ownership of
xi. Foreign currency transactions transfer of significant risk and an asset substantially vest with the
Exchange differences are dealt reward of ownership to the buyer, lessor are recognised as operating
with as follows:- which generally coincides with leases. Lease rentals under
a. Transactions in foreign currency point of dispatch of finished goods operating leases are recognised in
are recorded at the exchange to the customers. Gross sales are the Statement of Profit and Loss.

xvi. Research and development xviii. Taxation xix. Provisions and contingent
expenses The provision for taxation is liabilities
Research and development ascertained on the basis of A provision is recognised when the
expenditure of a revenue nature is assessable profits computed in Company has a present obligation
expensed out under the respective accordance with the provisions of as a result of past events and
heads of account in the year in the Income-tax Act, 1961. it is probable that an outflow of
which it is incurred. resources will be required to settle
Minimum Alternate Tax (MAT) the obligation in respect of which
Fixed assets utilised for research paid in accordance with the tax a reliable estimate can be made.
and development are capitalised laws, which gives future economic Provisions are not discounted
and depreciated in accordance benefits in the form of adjustment to their present value and are
with the policies stated for Tangible to future income tax liability, is determined based on the best
Fixed Assets and Intangible Assets. considered as an asset if there estimate required to settle the
is convincing evidence that the obligation at the Balance Sheet
xvii. Earnings per share Company will pay normal income date. These are reviewed at each
Basic earnings per share is tax. Accordingly, MAT is recognised Balance Sheet date and adjusted to
computed by dividing the as an asset in the Balance Sheet reflect the current best estimates.
profit after tax by the weighted when it is probable that future Contingent liabilities are disclosed
average number of equity shares economic benefit associated with it in the Notes.
outstanding during the year. will flow to the Company.
Diluted earnings per share is xx. Derivatives
computed by dividing the profit Deferred tax is recognised, subject Foreign currency derivatives are
after tax as adjusted for dividend, to the consideration of prudence, used to hedge risk associated with
interest and other charges to on timing differences, being foreign currency transactions. All
expense or relating to the dilutive the difference between taxable open positions as at the close of
potential equity shares, by the income and accounting income the year are valued by marking
weighted average number of that originate in one period and are them to the market and provision
equity shares considered for capable of reversal in one or more is made for losses, if any.
deriving basic earnings per share subsequent periods.
and the weighted average number
of equity shares which could have
been issued on the conversion of
all dilutive potential equity shares.
134
(Standalone)
Note No. 3 - Share capital

As at March 31, 2016 As at March 31, 2015
Particulars
Number ` crores Number ` crores
Authorised
Equity shares of ` 2 each with voting rights 250,000,000 50.00 250,000,000 50.00
Cumulative convertible preference shares of ` 100 each 400,000 4.00 400,000 4.00
Cumulative redeemable preference shares of ` 100 each 400,000 4.00 400,000 4.00
250,800,000 58.00 250,800,000 58.00
Issued, Subscribed and fully Paid up
Equity Shares of ` 2 each with voting rights
(Refer (i), (ii) and (iii) below) 199,690,088 39.94 199,687,500 39.94
Total 199,690,088 39.94 199,687,500 39.94
(i) Reconcilation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:
Equity Shares Equity Shares

Particulars
No. of Shares No. of Shares
` crores ` crores
held held
Opening balance 199,687,500 39.94 199,687,500 39.94
Addition during the year under ESOP 2014 (#` 5,176)* 2,588 # - -
Closing balance 199,690,088 39.94 199,687,500 39.94
* Refer note - 40
(ii) Rights, preference and restriction attached to shares:

Equity shares of ` 2 each:
a. In respect of equity shares, voting right shall be in same proportion as the capital paid upon such equity share.
b. The dividend proposed by the Board of Directors which is subject to the approval of the shareholders in the Annual
General Meeting shall be in the same proportion as the capital paid upon such equity share.
c. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company
in proportion to capital paid upon such equity share.
(iii) Shareholder holding more than 5 percent shares:

Particulars
% of holding % of holding
held held
Mr Brijmohan Lall Munjal * 12,396,842 6.21 12,396,842 6.21
Ms Renu Munjal * 12,396,840 6.21 12,396,840 6.21 135
Mr Suman Munjal * 12,396,840 6.21 12,396,840 6.21
Mr Pawan Munjal * 12,396,840 6.21 12,396,840 6.21
Mr Sunil Kant Munjal * 1,850,440 0.93 1,850,440 0.93
M/S Bahadur Chand Investments (P) Ltd 17,306,250 8.67 17,306,250 8.67
*Hold shares on behalf of Brijmohan Lall Om Prakash (partnership firm)


Note No. 4 - Reserves and surplus

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Capital Reserves
On shares forfeited (#` 4,250) # #
Share premium account on forfeited
shares reissued(##` 25,500) ## ##
(b) Share options outstanding account

Opening balance 0.67 -
Add: Net charge during the year 0.93 0.67
Less: Transferred to share premium on issue of shares (0.31) -
Closing balance 1.29 0.67
(c) Share premium Account

Opening balance - -
Addition during the year (refer note - 40) 0.87 -
Closing balance 0.87 -
(d) General Reserve

Opening balance 2,395.79 2,145.79
Add: Transferred from Statement of profit and loss 250.00 250.00
Closing balance 2,645.79 2,395.79
(e) Surplus in Statement of profit and loss

Less: On account of depreciation as per Schedule II of Companies Act 2013* - 22.97
4,104.93 3,391.17
Add: Profit for the year 3,132.37 2,385.64
Less:
Interim dividend -` 40 per equity share (previous year ` 30) 798.75 599.06
Dividend proposed to be distributed to equity share holders ` 32 per share,
639.00 599.06
(previous year ` 30 per share)
Tax on dividend 292.69 223.76
Transfer to General Reserve 250.00 250.00
Total 7,904.81 6,501.39
* Represents depreciation (net of deferred tax ` 11.83 crores) on tangible fixed assets with nil remaining useful life as at March 31, 2014 in the
136 previous year on transition to Schedule II of the Companies Act, 2013.
(Standalone)
Note No. 5 - Long term liabilities

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Total 34.89 31.33
Note No. 6 - Deferred tax (assets) / liabilities (net)

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Deferred tax liabilities
Accumulated depreciation 230.73 -
Others 8.50 6.31
239.23 6.31
Deferred tax assets
Accumulated depreciation - 70.92
Accrued expenses deductible on payment 6.58 4.27
Others 4.86 4.66
11.44 79.85
Deferred tax (assets) / liabilities (net) 227.79 (73.54)
Note No. 7 - Long - term provisions

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Employees benefits
Accumulated leaves 12.39 9.56
Other benefits 3.06 -
(b) Warranties 68.99 56.06
Total 84.44 65.62
Note No. 8 - Trade payables

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Trade payables
(i) Total outstanding dues of micro enterprises and small enterprises - -
(ii) Total outstanding dues on creditors others than micro enterprises and small
enterprises
2,766.88 2,700.03 137
Total 2,766.88 2,700.03
(i) According to the records available with the Company, dues payable to entities that are classified as Micro and Small
Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 during the year is ` Nil (previous year
` Nil). Further no interest has been paid or was payable to such parties under the said Act during the year.
Dues to Micro, small and medium enterprises have been determined to the extent such parties have been identified on the
basis of information collected by the Company. This has been relied upon by the auditors.

Note No. 9 - Other current liabilities

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Unclaimed dividend (Refer Note (i) below) 74.90 61.29
(b) Capital creditors 136.24 141.84
(c) Other payables
Statutory dues 96.41 99.95
Security deposits dealers and others 54.56 51.61
Advances from dealers 107.80 81.36
Other liabilities 13.28 13.28
Total 483.19 449.33
(i) Unclaimed dividend does not include any amount outstanding as on March 31, 2016 which are required to be credited to the
Investor Education and Protection Fund (Fund).
Note No. 10 - Short - term provisions

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Employees benefits
Accumulated leaves 3.32 2.79
Other benefits 0.23 -
(b) Provisions -Others

Warranties 26.11 10.26
Proposed equity dividend 639.00 599.06
Tax on proposed dividend 130.09 121.95
Total 798.75 734.06
138
Note No. 11 - Fixed assets
` in crores
Gross Block Accumulated depreciation/amortisation Net block
Opening Closing Opening Depreciation/
Other/ As at As at
Particulars balance as Additions Deletions/ balance as balance as amortisation On Upto March
transition March 31, March 31,
at April 1, adjustments at March 31, at April 1, charge for the disposals 31, 2016
adjustments 2016 2015
2015 2016 2015 year
(a) Tangible assets
Land
- Freehold 82.80 - - 82.80 - - - - - 82.80 82.80
- Leasehold# 200.21 67.45 - 267.66 14.46 3.76 - - 18.22 249.44 185.75
Buildings 934.65 485.50 0.03 1,420.12 162.45 32.27 0.03 - 194.69 1,225.43 772.20
Plant and
3,149.62 720.17 78.25 3,791.54 1,477.38 318.02 55.71 - 1,739.69 2,051.85 1,672.24
equipment
Furniture and
30.11 4.12 5.66 28.57 10.36 2.57 1.03 - 11.90 16.67 19.75
fixtures
Vehicles 34.13 8.17 7.61 34.69 18.33 3.98 5.25 - 17.06 17.63 15.80
Office equipment 32.30 6.27 2.43 36.14 16.09 5.17 1.44 - 19.82 16.32 16.21
Data Processing
139.76 26.79 20.80 145.75 86.22 20.90 19.08 - 88.04 57.71 53.54
equipment
Total 4,603.58 1,318.47 114.78 5,807.27 1,785.29 386.67 82.54 - 2,089.42 3,717.85 2,818.29
OVERVIEW
CORPORATE
(b) Intangible assets

Model fee/
product design & 535.81 61.02 - 596.83 479.03 42.46 - - 521.49 75.34 56.78
development
Technical know-
how/ export 2,895.67 - - 2,895.67 2,895.67 - - - 2,895.67 - -
licenses
Software 78.97 18.20 - 97.17 41.35 12.27 - - 53.62 43.55 37.62
Total 3,510.45 79.22 - 3,589.67 3,416.05 54.73 - - 3,470.78 118.89 94.40
REPORTS
Total (a+b) 8,114.03 1,397.69 114.78 9,396.94 5,201.34 441.40 82.54 - 5,560.20 3,836.74 2,912.69
(c) Capital work In
GOVERNANCE
288.34 309.78
progress @
Intangible
assets under 317.06 402.77
development
4,442.14 3,625.24
Note :
# Includes land of ` 83.29 crores at Halol (Gujrat) and ` 78.36 crores at Jaipur pending registration in the name of the Company.
@ including pre operative expenses ` 0.90 crores {refer note 37}
FINANCIAL
(Standalone)
STATEMENTS
139
140
Note No. 11 - Fixed assets (previous year)
` in crores
Opening Closing Opening Depreciation/ As at
Particulars balance as Additions Deletions/ balance as balance as amortisation On Other Upto March March 31,
at April 1, adjustments at March 31, at April 1, charge for the disposals adjustments* 31, 2015 2015
2014 2015 2014 year
HERO MOTOCORP LTD.
(d) Tangible assets

Land
- Freehold 82.80 - - 82.80 - - - - - 82.80
- Leasehold# 200.01 0.20 - 200.21 11.38 3.08 - - 14.46 185.75
Buildings 497.19 437.55 0.09 934.65 116.23 27.77 0.04 18.49 162.45 772.20
Plant and equipment 2,437.30 765.67 53.35 3,149.62 1,293.89 208.69 31.48 6.28 1,477.38 1,672.24
Furniture and fixtures 22.48 8.63 1.00 30.11 7.73 2.81 0.88 0.70 10.36 19.75
Vehicles 38.47 4.30 8.64 34.13 19.34 4.75 5.87 0.11 18.33 15.80
Office equipment 22.77 9.78 0.25 32.30 5.64 5.16 0.23 5.52 16.09 16.21
Data Processing equipment 114.52 25.94 0.70 139.76 64.06 19.08 0.66 3.74 86.22 53.54
Total 3,415.54 1,252.07 64.03 4,603.58 1,518.27 271.34 39.16 34.84 1,785.29 2,818.29
(e) Intangible assets
Model fee 535.81 - - 535.81 422.03 57.00 - - 479.03 56.78
Technical know-how/ export
2,892.59 3.08 - 2,895.67 2,694.66 201.01 - - 2,895.67 -
licenses**
Software 65.00 13.97 - 78.97 30.73 10.62 - - 41.35 37.62
Total 3,493.40 17.05 - 3,510.45 3,147.42 268.63 - - 3,416.05 94.40
Total (d+e) 6,908.94 1,269.12 64.03 8,114.03 4,665.69 539.97 39.16 34.84 5,201.34 2,912.69
(f) Capital work In progress @ 309.78
Intangible assets under
402.77
development
3,625.24
Note :
* Includes ` 0.04 crore transferred to Pre- operative expenditure
* Includes ` 34.80 crores being depreciation adjusted in the statement of profit and loss on transition to Schedule II of The Companies Act, 2013 on tangible fixed assets with nil
remaining life as at March 31, 2014.
** Includes net increase of ` 3.08 crores due to fluctuation in exchange rates.
@ Including pre operative expenses ` 1.37 crores {refer note 37}.
** In line with Notification No. G.S.R. 378 (E) dated May 11, 2011 issued by The Ministry of Corporate Affairs, Government of India, the exchange differences arising after April 1, 2007
on reporting of long term foreign currency monetary items at rates at the end of year compared to those at which they were initially recorded, or reported in previous financial
statements, in so far as they relate to the acquisition of a depreciable capital asset, have been added to or deducted from the cost of the asset and is depreciated over the balance
useful life of the asset.
FOREVER
HERO
(Standalone)
Note No. 12 - Investments

` in crores
Units as at Units as at
Non Non
March 31, 2016 March 31, 2015 Current Current
Current Current
Long Term Investments (At cost unless
otherwise stated)
Trade
Investment in equity instruments
Unquoted
of Subsidiaries
Face Value of USD 1 each
HMCL Netherlands B.V 18,705,000 12,555,000 - 117.16 - 76.42
Face Value of USD 1000 each
HMCL Americas INC 3,500 - - 22.22 - -
Face Value of ` 10 each
HMC MM Auto Limited 16,469,993 12,869,993 - 16.47 - 12.87
HMCL(N A),Inc.(No Face Value) 2,466 2,466 - 155.38 - 155.38
- 311.23 - 244.67
Less: Provision for diminution/
- (155.04) - (155.04)
amortisation
- 156.19 - 89.63
of Associates
Hero FinCorp Limited 38,343,025 21,910,300 - 421.56 - 224.37
- 421.56 - 224.37
Non Trade
of Other Entities
Bombay Stock Exchange Limited 140,400 140,400 - 5.94 - 5.94
Investment in preference shares
of Other Entities
Tata Capital Limited 100,000 100,000 - 10.00 - 10.00
Total Investment in Equity Shares - 15.94 - 15.94
Investment in debentures / bonds
Quoted
12.25% Muthoot Finance Limited-
500,000 500,000 49.79 - - 49.79
Maturity-14.09.2016
7.34% HUDCO -Maturity-16.02.2023 250,000 250,000 - 25.00 - 25.00
7.18% IRFC -Maturity-19.02.2023 250,000 250,000 - 25.00 - 25.00 141
8.18% NHPC Tax Free Bonds-
161,050 161,050 - 16.10 - 16.10
Maturity-02.11.2023
8.51% HUDCO Tax Free Bonds-
250,000 250,000 - 25.00 - 25.00
Maturity-13.01.2024
8.18% PFC Tax Free Bonds-
323,890 323,890 - 32.39 - 32.39
Maturity-16.11.2023
Face Value of ` 1,00,000 each
6.70% IRFC Bonds -Maturity-08.03.2020 1,500 1,500 - 15.23 - 15.23
10.70% Tata Motors Finance Limited-
138 138 - 7.18 - 7.18
Maturity-28.04.2020

Note No. 12 - Investments (Contd.)

` in crores
Non Non
Current Current
400 400 - 20.82 - 20.82
Maturity-10.04.2020
13% Religare Finvest Limited-
100 100 - 10.00 - 10.00
Maturity-30.05.2017
14% Religare Enterprise Limited-
250 375 - 25.56 - 38.34
Maturity-30.06.2017
Zero Coupon Bonds
Rural Electrification Corporation Ltd NCD
@ 13578 maturity ` 30000 per bond- 37,000 37,000 - 50.24 - 50.24
Maturity-15.12.2020
49.79 252.52 - 315.09
- (1.11) - (0.88)
amortisation
Market value Current ` 50.54 crores
and Non Current `255.80 crores
49.79 251.41 - 314.21
(previous year Current ` Nil and Non
Current `318.73 crores)
Listed -Quoted But Not Traded
8.91% L&T Finance Limited-
150 150 15.00 - - 15.00
Maturity-15.04.2016
15.00 - - 15.00
Maturity Value Current ` 15 crores
and Non Current ` Nil (previous year
15.00 - - 15.00
Current ` Nil and Non Current ` 15.00
crores)
Zero Coupon Bonds
National Bank For Agriculture and Rural
Development
Bhavishya Nirman Bonds @ 8182 each-
Maturity- 01.08.2017(38000)/01.10.201
7(12200)
A 10 Year Zero Coupon Bond of NABARD-
50,200 50,200 - 41.07 - 41.07
Maturity ` 20000 per bond
Maturity Value Non Current ` 100.40
crores (previous year Non Current ` - 41.07 - 41.07
100.40 crores)
Total Investment in debentures / bonds 64.79 292.48 - 370.28
142
Investment in Mutual Funds
Debt fund
(Units of the face value of ` 10 each)
ICICI Prudential Mutual Fund
FMP Series 64-3 Years Plan I Cumulative - 10,000,000 - - 10.00 -
FMP Series 71-366 Days Plan C Direct
17,500,000 17,500,000 17.50 - - 17.50
Plan Cumulative
FMP Series 73-391 Days Plan G Direct
- 16,000,000 - - 16.00 -
Plan Cumulative
Birla Sunlife Mutual Fund
Fixed Term Plan-Series JY (1099 days)-
15,000,000 15,000,000 15.00 - - 15.00
Gr.-Direct
Fixed Term Plan-Series KO (399 days)-
- 25,000,000 - - 25.00 -
Gr.-Direct
(Standalone)
` in crores
Non Non
Current Current
IDFC Mutual Fund
Yearly Series Interval Fund Regular
- 25,000,000 - - 25.00 -
Plan-Series I-Growth
Yearly Series Interval Fund Direct Plan-
- 25,000,000 - - 25.00 -
Series II-Growth
Fixed Term Plan Series 86 Direct Plan-
- 20,000,000 - - 20.00 -
Growth
Reliance Mutual Fund
Annual Interval Fund -Series I-Direct
22,822,076 22,822,076 30.00 - 30.00 -
Growth Plan Growth Option
Fixed Horizon Fund -XXII-Series
- 5,000,000 - - 5.00 -
34-Growth Plan
Interval Fund II-Series 3-Direct Plan
20,000,000 20,000,000 20.00 - 20.00 -
Growth Plan
20,000,000 20,000,000 20.00 - 20.00 -
Growth Plan
Fixed Horizon Fund -XXIV-Series
22,500,000 22,500,000 22.50 - - 22.50
25-Direct Plan-Growth Plan
Fixed Horizon Fund -XXV-Series
40,000,000 40,000,000 40.00 - - 40.00
15-Direct Plan Growth Plan
20,000,000 20,000,000 20.00 - - 20.00
- 25,000,000 - - 25.00 -
Fixed Horizon Fund -XXVII-Series
20,000,000 20,000,000 - 20.00 - 20.00
Fixed Horizon Fund -XXX-Series 4-Direct
30,000,000 - - 30.00 - -
Growth Plan
Religare Mutual Fund
Fixed Maturity Plan Series XIV-Plan F
13,500,000 13,500,000 - 13.50 - 13.50
(1098 Days)-Direct Plan
FMP-Sr.26-Plan A (1098 Days)-Direct
15,000,000 - - 15.00 - -
Sub Plan Growth
FMP-Sr.26-Plan C (1098 Days)-Direct
10,000,000 - - 10.00 - -
Sub Plan Growth
10,000,000 - - 10.00 - -
Sub Plan Growth
L&T Mutual Fund
FMP Series 9- Plan D- Direct Growth 10,000,000 10,000,000 10.00 - - 10.00
FMP Series 10- Plan H- Direct Growth - 10,000,000 - - 10.00 - 143
FMP Series 10- Plan M- Direct Growth - 10,000,000 - - 10.00 -
FMP Series 10- Plan Q- Direct Growth - 25,000,000 - - 25.00 -
J P Morgan Mutual Fund
Fixed Maturtiy Plan Series 302 Growth - 10,000,000 - - 10.00 -
DHFL Pramerica Mutual Fund(Formerly
Deutsche Mutual Fund)
Fixed Maturity Plan Series 54-Direct
- 10,000,000 - - 10.00 -
Plan-Growth
4,547,935 20,000,000 - 4.55 20.00 -
Plan-Growth
SBI Mutual Fund
Debt Fund Series B-20(1100 Days) Direct
10,000,000 - - 10.00 - -
Plan-Growth

` in crores
Non Non
Current Current
HDFC Mutual Fund
FMP 1167 D January 2016(1) -Direct-
15,000,000 - - 15.00 - -
Growth-Series-35
Total Investment in Mutual Funds 195.00 128.05 306.00 158.50
Repurchase Price Current ` 237.69
crores and Non Current `136.56 crores
(previous year Current ` 346.01 crores
and Non Current `176.16 crores)
Total Long Term Investments 259.79 1,014.22 306.00 858.72
Other than Long Term Investments (At
lower of cost or fair value)
Non Trade
Quoted
9.20% Bank of Baroda RR Perpetual BD
50 50 - 5.15 - 5.15
09.10.2019
- 5.15 - 5.15
- (0.01) - (0.09)
amortisation
Market value Current ` Nil and Non
Current ` 5.14 crores (previous year
- 5.14 - 5.06
crores)
Unquoted
Debt fund
Blended Plan B-Direct Plan-Growth
24,817,467 24,817,467 50.00 - 50.00 -
Option-I
Income Opportunities Fund-Direct Plan-
19,387,735 - 40.00 - - -
Growth Option
Dynamic Bond Fund- Retail- Growth 76,684,191 90,522,800 139.20 - 164.32 -
Floating Rate-Short Term Plan -Direct
46,942,186 46,942,186 94.85 - 94.85 -
Growth Plan
Corporate Bond Fund-Direct Growth Plan 53,163,841 32,000,000 57.00 - 32.00 -
144 Regular Savings Fund -Debt Plan -Direct
75,987,841 - 156.25 - - -
Medium Term Fund -Direct Growth Plan-
15,950,540 - 50.00 - - -
Growth Option
L&T Mutual Fund
Floating Rate Fund Direct Plan-Growth 14,422,938 14,422,938 16.67 - 16.67 -
Income Opportunities Fund Direct Plan-
58,823,714 28,271,410 90.00 - 40.00 -
Growth
Triple Ace Bond Fund-Bonus-Original 5,363,713 5,363,713 6.67 - 6.67 -
BNP Paribas Mutual Fund
MediumTerm Income Fund Direct Plan
25,000,000 25,000,000 25.00 - 25.00 -
Growth
(Standalone)
` in crores
Non Non
Current Current
Short Term Floating Rate Fund-Direct
Plan Bonus(Formerly Treasury Fund- 9,238,367 9,238,367 9.19 - 9.19 -
Investment-Direct Plan Bonus)
Short Maturity Fund Direct Plan-Annual
4,614,440 4,614,440 6.67 - 6.67 -
Bonus
Ultra Short Term Fund-Direct Plan-
8,868,007 8,868,007 8.83 - 8.83 -
Annual Bonus
Low Duration Fund Direct Plan-Annual
Bonus (Formerly Cash Opportunities 10,389,886 10,389,886 10.17 - 10.17 -
Fund-Direct Plan-Annual Bonus)
Arbitrage Fund-Direct Plan-Growth - 19,761,318 - - 20.08 -
SBI Mutual Fund
Dual Advantage Fund -Series VII- Direct-
15,000,000 15,000,000 15.00 - 15.00 -
Growth
Dual Advantage Fund -Series VIII- Direct-
25,000,000 25,000,000 25.00 - 25.00 -
Growth
Dual Advantage Fund -Series XII- Direct-
15,000,000 - 15.00 - - -
Growth
IDFC Mutual Fund
Corporate Bond Fund Direct Plan-Growth 49,986,503 - 50.00 - - -
Kotak Mutual Fund
Treasury Advantage Fund-Direct Plan-
82,437,852 - 200.00 - - -
Growth
Money Manager Fund-Growth Plan-
- 646,368 - - 80.12 -
Growth Option
Money Manager Fund-Direct Growth
1,890,316 - 380.25 - - -
Plan Growth Option
Religare Invesco Mutual Fund(Formerly
Religare Mutual Fund)
Credit Opportunities Fund Direct Plan-
296,856 312,215 48.43 - 50.00 -
Growth
Short Term Fund-Direct Plan Growth 673,848 - 135.00 - - -
Medium Term Bond Fund-Direct Plan
332,394 - 50.00 - - -
Growth
Bank Debt Fund-Direct Plan Growth 387,669 - 50.00 - - -
Taurus Mutual Fund
Ultra Short Term Bond Fund Direct Plan-
271,558 - 50.00 - - - 145
Growth
crores (previous year Current ` 787.14 1,779.18 - 654.57 -
crores)
Equity fund
L&T Mutual Fund
Business Cycles Fund Direct Growth 3,000,000 3,000,000 3.00 - 3.00 -
Arbitrage Fund-Direct Plan-Growth 66,883,563 - 70.08 - - -
Arbitrage Fund -Direct Plan -Dividend 77,316,797 - 100.00 - - -

` in crores
Non Non
Current Current
Repurchase Price Current `180.54
crores (previous year Current `3.73 173.08 - 3.00 -
crores)
Liquid fund
Escorts Mutual Fund
Liquid Direct Plan-Growth 8,815,873 8,815,873 16.51 - 16.51 -
Sundaram Mutual Fund
Money Fund-Direct Plan-Growth 42,076,461 - 134.25 - - -
Liquid Direct plan-Growth 4,462,450 2,415,432 100.00 - 50.00 -
Cash Plus-Growth-Direct Plan 2,283,813 12,985,185 55.50 - 290.60 -
Liquidity Fund- Direct Growth Plan
1,846,199 1,559,790 420.40 - 327.20 -
Growth Option
Taurus Mutual Fund
Liquid Fund-Direct Plan-Super
- 330,345 - - 50.00 -
Institutional Growth
IDFC Mutual Fund
Cash Fund -Growth-(Direct Plan) 970,501 734,163 178.50 - 124.75 -
L&T Mutual Fund
Liquid Fund Direct Plan-Growth 192,780 208,656 40.00 - 40.00 -
Axis Mutual Fund
Liquid Fund-Direct Plan-Growth 237,171 1,794,407 39.80 - 277.70 -
Kotak Mutual Fund
Liquid Scheme Plan A-Direct Plan-
- 352,834 - - 100.00 -
Growth
Religare Invesco Mutual Fund
Liquid Fund-Direct Plan Growth 240,103 - 50.00 - - -
Principal Mutual Fund
Cash Management Fund-Direct Plan-
- 367,952 - - 50.00 -
Growth
crores (previous year Current ` 1,034.96 - 1,326.76 -
146 1333.33 crores)
Total Investment in Mutual Funds 2,987.22 - 1,984.33 -
Total Other than Long Term
2,987.22 5.14 1,984.33 5.06
Investments
3,247.01 1,019.36 2,290.33 863.78
(Standalone)

` in crores
Book Market Book Market
Aggregate value of
value value value value
Quoted investments -Non Current(Repurchase Price/Market Value/Maturity
426.79 486.06 534.81 615.34
Value)
Quoted investments-Current(Repurchase Price/Market Value/Maturity Value) 259.79 303.23 306.00 346.01
Unquoted investments-Non Current (Repurchase Price/Maturity Value/Cost) 748.73 593.69 484.98 329.94
Unquoted investments-Current (Repurchase Price/Maturity Value/Cost) 2,987.22 3,161.98 1,984.33 2,124.20
diminution/amortisation-Non Current (156.16) - (156.01) -
4,266.37 4,544.96 3,154.11 3,145.49
Note No. 13 - Long - term loans and advances

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Unsecured, considered good
Capital advances 336.59 181.13
Security Deposits 23.20 18.39
Loans to employees 26.70 30.09
Prepaid expenses 2.74 0.46
Advance income tax 227.54 85.19
Balance with Government authorities

- Excise duty 43.78 45.84
- VAT/ sales tax 209.87 255.72
Total 870.42 616.82
Note No. 14 - Other non -current assets

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Accruals
Interest accrued on investments 73.68 60.19
Total 73.68 60.19
Note No. 15 - Inventories*

` in crores 147
As at As at
Particulars
March 31, 2016 March 31, 2015
Raw materials and components 375.16 512.98
Goods in transit of raw materials and components 13.57 38.25
Work in progress (Two wheelers) 27.91 31.60
Finished goods
Two wheelers 111.25 103.37
Goods in transit of two wheelers - 2.76
Spare parts 54.66 44.21
Stores and spares 70.70 63.92
Loose tools 19.73 18.40
Total 672.98 815.49
* Lower of cost and net realisable value.


Note No. 16 - Trade receivables

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Outstanding for a period exceeding six months from the date they were due for
payment
Secured, considered good 0.89 3.24
Unsecured, considered good 4.56 12.09
Unsecured considered doubtful 14.05 11.10
19.50 26.43
Less: Provision for doubtful trade receivables 14.05 11.10
5.45 15.33
(b) Others
Unsecured, considered good 1,252.91 1,350.82
Total 1,282.80 1,389.59
Note No. 17 - Cash and cash equivalents

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Cash on hand 0.14 0.17
(b) Balances with banks
In current accounts 25.77 32.61
In deposit accounts* 30.56 65.19
In dividend current accounts (Earmarked accounts) 74.89 61.28
Total 131.36 159.25
* Balance with banks include deposits amounting to ` 30.50 crores (previous year ` 28.19 crores) which have an original maturity of more than
12 months and now maturing during the year.
* The Company had placed fixed deposits aggregating ` 25.00 crores with Dena Bank on February 18 2014. Subsequent thereto, it was brought to
the notice of the Company that money had been fraudulently withdrawn by pledging fictitious copies of such fixed deposit receipts with concern
bank. The Company has filed a recovery suit which is pending in honourable Delhi High Court against the bank. In the interim the Bank has
renewed the deposits for a year (along with interest earned thereon) aggregating ` 29.52 crores (previous year ` 27.28 crores).
Note No. 18 - Short - term loans and advances

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
148 Security deposits 0.94 0.62
Loans and advances to employees 23.12 23.86
- CENVAT/ Service tax credit 132.52 281.83
- VAT/ sales tax 213.36 114.21
- Excise duty -current account 1.65 0.38
- Export incentive receivables 10.95 21.90
Others
- Advance to vendors 97.91 91.95
- Others 5.23 4.06
Total 521.46 567.66
(Standalone)
Note No. 19 - Other current assets

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Accruals
Incentive on investment made in Neemrana plant from Rajasthan state Government 50.77 30.78
Other accruals 13.47 11.17
Total 79.48 59.81
Note No. 20 - Revenue From Operations

` in crores
Particulars
March 31, 2016 March 31, 2015
(a) Sale of products
Two wheelers 27,853.97 26,789.45
(66,32,322 Nos. (previous year 66,31,826 Nos.))
Spare parts 2,564.69 2,278.79
30,418.66 29,068.24
28,160.48 27,350.60
(b) Income from services
Dealers support services 26.55 25.81
Goodlife program for customers 55.30 60.99
Services - others 117.58 80.60
199.43 167.40
(c) Other operating revenue
Duty drawback and other incentives 22.18 24.51
Miscellaneous income 3.92 12.01
239.39 67.30
438.82 234.70
Total 28,599.30 27,585.30
Note No. 21 - Other Income

` in crores
Particulars
March 31, 2016 March 31, 2015
(a) Interest income
Intercorporate deposits - 1.85 149
Current - Non trade investments 0.55 1.29
Long term - Non trade investments 40.99 49.08
Others 122.51 97.01
(b) Dividend income
Current investments - Non trade 7.06 1.50
Long term investments - Trade 4.38 2.19
Long term investments - Non trade 0.12 0.06
(c) Net gain on sale of non trade: *
Current investments 166.53 240.30
Long term investments 38.01 79.57
(d) Other Non operating Income
Exchange fluctuation 10.46 19.21
Total 391.12 492.74
* After adjusting loss on sale of current investments aggregating ` 0.03 crores (previous year ` 0.21 crores)

Note No. 22 - Cost of materials consumed

` in crores
Particulars
March 31, 2016 March 31, 2015
Raw materials and components consumed:
Opening stock 551.23 445.86
Add: Purchase of raw materials and components 19,246.60 19,981.12
19,797.83 20,426.98
Less: closing stock 388.73 551.23
19,409.10 19,875.75
Less:- Sale of components to ancillaries
on cost to cost basis 1.76 1.09
19,407.34 19,874.66
Less: Cash discount 59.64 61.56
Consumption of raw materials and components 19,347.70 19,813.10
Less: Scrap sales 25.98 29.22
Net consumption 19,321.72 19,783.88
Materials consumed comprises:
Steel sheets 30.55 30.55
Components 19,376.79 19,844.11
Total 19,407.34 19,874.66
Note No. 23 - Changes in inventory of finished goods and work-in-progress

` in crores
Particulars
March 31, 2016 March 31, 2015
(a) Opening stock
Work in progress 31.60 36.19
181.94 147.10
Less: Excise duty on opening stock 19.15 14.28
Net opening stock 162.79 132.82
(b) Closing stock
193.82 181.94
Less: Excise duty on closing stock 24.21 19.15
Net closing stock 169.61 162.79
150 Net (increase)/ decrease (6.82) (29.97)
(Standalone)
Note No. 24 - Employee benefits expenses

` in crores
Particulars
March 31, 2016 March 31, 2015
Employee benefits expenses (Refer (i) & (ii) below)
(i) Salaries and wages 1,168.57 1,024.92
(ii) Contribution to provident and other funds 78.13 80.91
(iii) Employee Stock Compensation Cost (refer note no 39) 0.93 0.67
(iv) Staff welfare expenses 71.93 66.37
Total 1,319.56 1,172.87
(i) Defined contribution and other plans 2015-16 2014-15
Employer's contribution to provident fund 43.84 38.26
Employer's contribution to superannuation fund 17.95 16.60
Employer's contribution to Gratuity fund 13.61 23.72
Employer's contribution to ESIC 2.73 2.33
Total 78.13 80.91
(ii) Defined benefit plans

In accordance with the Payment of Gratuity Act 1972, Company provides for gratuity, as defined benefit plan. The gratuity plan
provides for a lumpsum payment to the employees at the time of separation from the service on completion of vested year of
employment i.e. five years. The liability of gratuity plan is provided based on actuarial valuation as at the end of each financial
year based on which the Company contributes the ascertained liability to Life Insurance Corporation of India by whom the plan
assets are maintained.
` in crores
i. Change in benefit obligation
March 31, 2016 March 31, 2015
Present value of obligation at the beginning of the year 148.48 120.54
Current Service Cost 9.98 8.26
Interest Expenses 11.57 10.30
Actuarial (Gain) / Loss 4.84 14.86
Benefits Paid (7.54) (5.48)
Present value of obligation at the end of the year 167.33 148.48
` in crores
ii. Fair value of Plan Assets
March 31, 2016 March 31, 2015
Fair value of plan assets at the beginning of the year 148.48 120.54
Expected return on scheme assets 13.60 11.07
Contributions by the Company 13.61 23.72
Benefits Paid (7.54) (5.48)
Actuarial Gain / (Loss) (0.82) (1.37)
Fair value of plan assets at the end of the year 167.33 148.48
151
` in crores
iii. Return on Plan Assets
March 31, 2016 March 31, 2015
Expected return on plan assets 13.60 11.07
Actuarial Gain / (Loss) (0.82) (1.37)
Actual return on plan assets 12.78 9.70

` in crores
iv. Amount recognised in the Balance Sheet
March 31, 2016 March 31, 2015
Present value of defined benefit obligation 167.33 148.48
Fair value of Plan Assets 167.33 148.48
` in crores
v. Expenses recognised in the statement of profit and loss
March 31, 2016 March 31, 2015
Current service costs 9.98 8.26
Interest expense 11.57 10.30
Expected return on plan assets (13.60) (11.07)
Net actuarial (gain)/loss recognized during the year 5.66 16.23
Expenditure recognized in statement of Profit and Loss 13.61 23.72
` in crores
vi. Balance Sheet reconciliation
March 31, 2016 March 31, 2015
Expenses as above 13.61 23.72
Contribution paid (13.61) (23.72)
The actuarial calculations used to estimate defined benefit commitments and expenses are based on the following assumptions,
which if changed, would affect the defined benefit commitment’s size, funding requirements and expense.

vii. Principal Actuarial assumptions for Gratuity
March 31, 2016 March 31, 2015
Rate for discounting liabilities 7.90.% p.a. 8.00% p.a.
6.00% p.a. for first 6.00% p.a. for first
Expected salary increase rate four years and 5% four years and 5%
thereafter thereafter
Expected return on scheme assets 9.40% p.a. 9.40% p.a.
Upto 30 years: 3% Upto 30 years: 3%
From 31 to 44 From 31 to 44
Withdrawal Rate
years:2% years:2%
After 44 years: 1% After 44 years: 1%
India assured Lives India assured Lives
Mortality table used Mortality (2006-08) Mortality (2006-08)
(modified) Ult. (modified) Ult.
` in crores
Experience adjustments 2015-16 2014-15 2013-14 2012-13 2011-12
Gratuity
Present value of Defined benefit plan 167.33 148.48 120.54 109.55 89.95
152 Fair value of plan assets 167.33 148.48 120.54 109.55 89.95
Experience (gain) / loss adjustments on plan
3.63 13.31 7.51 4.08 15.28
liabilities
Experience (gain) / loss adjustments on plan
0.82 1.37 0.52 1.30 0.10
assets
The estimates of future salary increases, considered in the actuarial valuation, take into account inflation, seniority, promotion
and other relevant factors such as supply and demand in the employment market.
The Company makes annual contribution to Life Insurance Corporation (LIC). As LIC does not disclose the composition of its
portfolio investments, accordingly break-down of plan assets by investment type has not been disclosed.
(Standalone)
Note No. 25 - Finance costs

` in crores
Particulars
March 31, 2016 March 31, 2015
(a) Interest expenses
On dealers security deposits 1.97 1.85
On others 0.18 9.24
Total 2.15 11.09
Note No. 26 - Other expenses

` in crores
Particulars
March 31, 2016 March 31, 2015
Stores and tools consumed 103.08 106.96
Packing, forwarding, freight etc. 866.58 855.68
Power and fuel 122.13 158.47
Rent 33.24 22.20
Lease rent 27.01 22.67
Repairs and maintenance
- Buildings 18.12 15.84
- Plant and machinery 78.61 70.08
- Others 66.36 52.52
Insurance charges 47.57 48.50
Rates and taxes 221.97 189.46
Royalty 78.89 121.41
Advertisement and publicity 725.40 668.95
Donations# 1.64 10.91
Expenditure on corporate social responsibility 65.00 2.37
Auditors' remuneration 2.11 1.76
Loss on fixed assets sold/discarded 26.10 22.84
Provision for diminution/amortization in value of investments
- Long term non trade investment 0.52 0.72
Miscellaneous expenses 1,030.55 744.30
Total 3,517.83 3,116.34
# Donation includes ` 0.10 crores to a political party All India Congress Comittee (previous year ` 8.00 crores contributed to Satya Electoral
Trust).
Note No. 27 - Earnings per equity share*

Particulars Unit 153
March 31, 2016 March 31, 2015
(a) Earnings per equity share (EPS):
Net profit after tax ` in crores 3,132.37 2,385.64
Weighted average number of equity shares outstanding during the year Numbers 199,687,528 199,687,500
Nominal Value of Equity Shares ` 2.00 2.00
Basic and diluted EPS - before exceptional item ` 156.86 127.23
Basic/ diluted EPS - after exceptional items ` 156.86 119.46
* Impact of ESOP is anti dilutive.


Note No. 28 - Contingent Liabilities and Commitments (to the extent not provided for)
` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Contingent liabilities
(i) In respect of excise matters - 4.09
The above matters are subject to legal proceedings in the ordinary course of business. The
legal proceedings when ultimately concluded will not, in the opinion of the management,
have a material effect on the result of operations or the financial position of the Company.
(b) Commitments
Estimated amount of contracts remaining to be executed on capital account and not
provided for (Net of advances paid amounting to ` 336.59 crores (previous year ` 181.13 650.44 812.33
crores))
Other commitments (Refer note below)
Total 650.44 816.42
The Company has other commitments for purchase /sales orders which are issued after considering requirements per operating
cycle for purchase /sale of goods and services, employees benefits including union agreement in normal course of business. The
Company does not have any long term commitments or material non-cancellable contractual commitments/ contracts, which
have a material impact on the financial statements.
Note No. 29 - As the Company’s business activity falls within a single primary business segment viz. “Two wheelers, its parts
and ancillary services” and is a single geographical segment, the disclosure requirements of Accounting Standard (AS-17)
“Segment Reporting” are not applicable.
Note No. 30 - Related party disclosures under Accounting Standard 18

a) Parties over which the Company has control
Subsidiaries
HMCL (NA) Inc
HMCL Americas Inc. (w.e.f June 26, 2015)
HMCL Netherlands BV (w.e.f. June 20, 2014)
HMC MM Auto Limited
Subsidiaries of HMCL Netherlands BV
- HMCL Colombia SAS (w.e.f. April 22, 2014)
- HMCL Niloy Bangladesh Limited (w.e.f. June 24, 2014)
b) Parties in respect of which the Company is an associate. {Refer note no 3}
Brijmohan Lall Om Prakash (partnership firm)
c) Associate of the Company
Hero FinCorp Limited
d) Key Management Personnel and their relatives
154 Mr. Brijmohan Lall Munjal - Chairman (Upto May 31, 2015 and thereafter as Director upto October 31, 2015)
Mr. Pawan Munjal - Chairman, (from June 1, 2015) Managing Director and CEO
Mr. Sunil Kant Munjal - Joint Managing Director
Mr. Suman Kant Munjal - Director
e) Enterprises over which key management personnel and their relatives are able to exercise significant influence:-
Brijmohan Lall & Associates, A.G. Industries Private Limited, Rockman Industries Limited, Cosmic Kitchen Private Limited,
Hero InvestCorp Limited, Hero Management Services Limited, Hero Cycles Limited, Hero Corporate Services Limited, Hero
Mindmine Institute Limited, Abhyuday Manufacturing and Automotive Limited, Hero Solar Energy Private Limited and Raman
Kant Munjal Foundation.
(Standalone)
Transactions with related parties

a) Parties over which the Company has control
` in crores
This year Previous year
Equity Investment
Subsidiaries
HMCL Americas Inc 22.22 -
HMCL Netherlands BV 40.74 76.42
HMC MM Auto Limited 3.60 11.07
Provision for diminution in value of Investments
HMCL (NA) Inc * - 151.10
Sales
HMCL Colombia SAS 124.83 77.98
Other revenues
HMCL Colombia SAS 1.66 -
Purchases of goods/fixed assets
HMC MM Auto Limited 0.07 0.03
HMCL Americas Inc. 18.50 -
Expenses reimbursed
HMCL Colombia SAS 9.75 2.50
Balance outstanding at the year end
-Receivable 7.92 20.43
- Payable 18.57 0.03
*Excluding costs incidental to investments
b) Parties in respect of which the Company is an associate
` in crores
Dividend paid*
Brijmohan Lall Om Prakash 360.06 588.85
*Exclude proposed final dividend
c) Associate of the Company
` in crores
Lease rental expenses 24.67 20.86
Dividend received 4.38 2.19
Dividend paid 0.01 0.01
Intercorporate deposits given - 295.00 155
Intercorporate deposits repaid - 515.00
Interest on Inter corporate deposits - 1.85
Investment in equity shares 197.19 167.90
Expenses reimbursed 16.14 3.08
Security deposit received - 0.01
Rent received 0.05 0.01
- Payable 0.57 1.72

d) Key management personnel and their relative.
` in crores
Managerial Remuneration/Sitting fees
Mr. Brijmohan Lall Munjal 17.29 43.60
Mr. Pawan Munjal 56.96 44.24
Mr. Sunil Kant Munjal 54.11 42.26
Mr. Suman Kant Munjal 0.06 0.06
-Payables (including commission) 98.00 103.83
e) Enterprises over which key management personnel and their relatives are able to exercise significant influence.
` in crores
Purchase of raw materials and components etc. 2453.51 2346.06
Purchase of assets 31.65 34.35
Payment towards services etc. 2.45 2.03
Expenses reimbursed - 4.34
Donation - 0.40
Balance outstanding as at the year end
- Receivable 0.15 1.01
- Payables 275.23 272.91
Significant related party transactions included in the above are as under :-
` in crores
Purchase of raw materials and components etc.
A.G. Industries Private Limited 560.89 707.75
Rockman Industries Limited 1824.01 1541.57
Purchase of Assets
A.G. Industries Private Limited - 0.86
Hero Solar Energy Private Limited 10.61 11.73
Payment for services etc.
Hero Management Services 0.67 0.36
Hero Mindmine Institute Limited 1.78 1.67
Expenses reimbursed
Hero InvestCorp Limited - 4.34
Donation
Raman Kant Munjal Foundation - 0.40
156
Note No. 31 - The Company has entered into operating lease agreements for premises, motor vehicles, dies and data processing
machines. These lease arrangements are cancellable in nature and range between two to four years. The aggregate lease rentals
under these arrangements amounting to ` 42.85 crores (previous year ` 27.87crores) have been charged under “Lease rentals”
and “ Rent” in Note 26.
Future lease payments under operating leases non-cancellable in nature is as follows:

` in crores
Particulars This year Previous year
Payable not later than one year 15.84 15.84
Payable later than one year and not later than five years 10.56 26.40
Total 26.40 42.24
(Standalone)
Note No. 32 - Information pursuant to clause 3 (vii) (b) of the Companies (Auditor’s Report) Order, 2016 in respect of disputed
dues, not deposited as at March 31, 2016, pending with various authorities:
Amount paid Period to which Forum where

Amount* (` in
Name of Statute Nature of Dues under protest the Amount Dispute is
crores)
(` in crores) Relates Pending
2000-2001 and
1,001.73 480.83 CESTAT
2002-2015
Excise duty 2009-10,
Commissioner
2.82 0.09 2013-14, 2014-
Appeals
Central Excise Law 15, 2015-16
2004-05 and
0.89 0.45 Supreme Court
2005-06
Service Tax
2004-05 to
255.08 22.04 CESTAT
2011-12
1998-99, Haryana Tax
1.90 1.90
1999-2000 Tribunal
Sales Tax Sales Tax Commissioner
5.22 - 2011-12 Appeals
(Dehradun)
Income Tax
3081.28 201.16 2009-10 Appellant
Tribunal
Income Tax
Income Tax Act, 1961 Income-tax 3120.09 - 2010-11 Appellant
Tribunal
Commissioner
2011-2012 to
14.25 7.13 Appeal,
2013-2014
Dehradun
*Amount as per demand orders including interest and penalty wherever indicated in the order and excludes disputed dues fully paid.
The following matters have been decided in favour of the Company but the department has preferred appeals at higher levels:
Forum where
Amount* (` in Period to which the
Name of Statute Nature of Dues Dispute is
crores) Amount Relates
Pending
Excise duty 2.19 2004-05 to 2010-11 CESTAT
Central Excise Law
Service Tax 0.20 2004-05 and 2005-06 High Court
1987-88,1989-90,1992-93,
1993-94, 1995-96, 1996-97,
1219.02 High Court
1997-98, 1998-99, 2000-01,
Income Tax Act, 1961 Income-tax
2005-06 and 2006-07
2001-02, 2003-04, 2005-06 Income Tax
73.94
and 2009-10 Appellate Tribunal
157
Note No. 33 - The Company’s borrowing facilities, comprising fund based and non-fund based limits from various bankers, are
secured by way of hypothecation of inventories, receivables, movable assets and other current assets.

Note No. 34 - The categorywise derivative instruments outstanding as at March 31 are as under:
Purpose Currency Bought Currency Sold (in Currency bought Currency Sold (in
(in million) million) (in million) million)
Foreign currency forward contracts
Hedging - USD 28.00 USD 2.00 USD 13.00
Options contracts
Hedging
USD- Call - - - 3.00
USD- Put - - 3.00 3.00
The unhedged foreign currency exposures are as under:

Amount of foreign Amount of foreign
Amount in Amount in
currency in currency in
` crores ` crores
million million
JPY 898.12 53.04 JPY 269.85 14.06
Payables USD 17.58 116.84 USD 11.26 70.37
EUR 2.93 21.95 EUR 0.57 3.85
Note No. 35 - Two wheeler sales are covered by a warranty period of two to five years. The details of provision
for warranties are as under:
` in crores
Provision at the beginning of the year 66.32 48.61
Additional provision made during the year 65.34 48.66
Amount utilised during the year 36.56 30.95
Provision as at the end of the year 95.10 66.32
Note No. 36 - Research and Development

Expenses charged to revenue account
` in crores
Raw Material consumption 1.24 0.68
Consumables 0.05 0.34
Employee benefits 90.57 67.82
Depreciation and amortisation 17.31 14.80
Others* 170.07 41.42
Total 279.24 125.06
158
* Includes intangible assets under development amounting to ` 82.89 crores (previous year ` 20.11 crores) expensed during the year.
Capital expenditure during the year
` in crores
Building 385.27 -
Equipments 272.40 18.43
Furniture and fixtures 1.51 -
Office equipments - 0.01
Software - 3.51
Vehicles 3.32 0.29
Data processing equipments 10.49 0.23
672.99 22.47
Capital work in progress 83.63 575.51
Total 756.62 597.98
(Standalone)
Note No. 37 - Pre-operative expenses

` in crores
Employee benefit expenses
Salaries and wages 0.32 0.62
Other expenses
Rent - 0.17
Miscellaneous expenses 0.58 0.58
Total 0.90 1.37
Note No. 38 - In the previous year, Erik Buell Racing Inc. (EBR) (alongwith its subsidiary Erik Buell Racing, LLC), an associate of
HMCL (NA) Inc. a wholly owned subsidiary of the Company ceased their operations and entered into Assignment for the Benefit of
Creditors under Chapter 128 of the Wisconsin Statutes (“Chapter 128 Process”), which is a process similar to the bankruptcy laws
of U.S.A. The said filing was occasioned by inability of EBR to honor outstanding creditors. Consequently the net worth of HMCL
(NA) Inc. got fully eroded. In view of the above, the Company in the previous year made a provision of ` 155.04 crores being the
diminution in value of its investment held in HMCL (NA) Inc. under the head “Exceptional items” in the statement of profit and loss.
Note No. 39 - The ESOP scheme titled “Employee Incentive Scheme 2014- Options and Restricted Stock Unit” hereafter
referred to as “Employee Incentive Scheme 2014” or “the Scheme” was approved by the shareholders through postal ballot on
September 22, 2014. 49,90,000 options are covered under the Scheme for 49,90,000 shares. The Scheme allows the issue of
options to employees of the Company. Each option comprises one underlying equity share. As per the Scheme, the Remuneration
/ Compensation Committee grants the options to the employees deemed eligible. The exercise price of each option shall be ` 2159
as defined in the Scheme. The options granted vest over a period of 4 years from the date of the grant in proportions specified
in the Scheme. Options may be exercised within 7 years of granting. The fair value as on the date of the grant of the options,
representing Stock compensation charge, is expensed over the vesting period.
Employee Stock option details as on the balance sheet date are as follows

Employee Incentive Scheme 2014
Option outstanding at the beginning of the year: 23,110 -
Granted during the year: - 23,110
Vested during the year: 4,622 -
Exercised during the year: 2,588 -
Lapsed during the year: 1,746 -
Options outstanding at the end of the year: 18,776 23,110
Options available for grant: 49,68,636 49,66,890
The weighted average share price at the date of exercise for stock options exercised during
2,851.50 -
the year
Weighted average remaining contractual life for options outstanding as at the year end. 3.43 4.43
Exercise price for options outstanding at the end of the year ` 2159.
159
The fair value of the options has been determined under the Black-Scholes model. The assumptions used in this model for
calculating fair value are as below:
Assumptions
Risk Free Interest Rate 8.42%-8.47%
Expected Life (in years) 4-5.5
Expected Annual Volatility of Shares 25.37%-27.93%
Expected Dividend Yield 3.17%
Note No. 40 - Addition in share premium account represents premium @ ` 2157 per share amounting to ` 0.56 crores and
` 0.31 crores transferred from share option outstanding account on 2588 equity shares issued and allotted during the year under
ESOP Scheme.

Note No. 41 - Corporate Social responsibility

` in crores
Particular This year Previous year
(a) Gross amount required to be spent 58.18 55.07
(b) Amount spent for the purposes other than construction/acquisition of assets in the
65.00 2.37
company.
(c) Details of contribution to the related party*
- Brijmohal Lall Munjal University 27.05 -
- Raman Munjal Vidya Mandir 7.50 -
* Related party pursuant to the key management personnel of the Company having significant influence.
Note No. 42 - Additional information
a) CIF Value of imports:
` in crores
Class of goods This year Previous year
Capital goods 162.04 145.98
Raw materials * 0.62 16.92
Components, spare parts and others * 894.50 1,182.28
* Includes items sold to ancillaries on cost to cost basis for assembling of components.
b) Value of imported and indigenous raw materials, components and spares consumed and percentage of each to the total
consumption:
` in crores
Class of goods Percentage Percentage
Value Value
% %
Raw materials
-Imported ** 2.97 0.01 14.33 0.07
-Indigenous 16.96 0.09 16.22 0.08
Components
-Imported ** 969.59 5.00 1,180.09 5.94
-Indigenous 18,417.82 94.90 18,664.02 93.91
19,407.34 * 100.00 19,874.66 * 100.00
Spares consumed (charged to

repairs and maintenance)
-Imported 7.78 18.45 7.23 16.99
-Indigenous 34.38 81.55 35.32 83.01
160 42.16 100.00 42.55 100.00
*Includes ` 2.93 crore (previous year ` 1.55 crore) for two wheelers produced and capitalised during the year.
** Excludes items sold and purchased as indigenous components.
(Standalone)
c) Expenditure in foreign currency (on accrual basis) :
` in crores
Royalty 78.89 121.41
Technical guidance fee 23.82 2.67
Travel and other accounts 72.14 150.65
Advertisement and Publicity 97.45 128.84
d) Earnings in foreign currency (on accrual basis) :
` in crores
FOB value of exports 776.74 720.18
Freight and insurance 0.53 1.49
Royalty 0.89 -
e) Provision and/or payment in respect of Auditors’ Remuneration :
` in crores
a) As Statutory Auditors
- Audit fee 0.92 0.82
- Audit fee for Internal Control Over Financial Reporting 0.15 -
- Limited Review of unaudited financial results 0.66 0.64
- Other certification 0.32 0.22
b) Tax audit fees 0.07 0.06
c) Out of pocket expenses 0.02 0.02
Note No. 43 - Previous Year figures have been regrouped/ reclassified wherever necessary to correspond with the current
year classifications / disclosures.
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INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF records, relevant to the preparation and We believe that the audit evidence
HERO MOTOCORP LIMITED presentation of the financial statements obtained by us and the audit evidence
that give a true and fair view and are free obtained by the other auditors in terms
Report on the Consolidated from material misstatement, whether of their reports referred to in Other
Financial Statements due to fraud or error, which have been Matter paragraph below, is sufficient
We have audited the accompanying used for the purpose of preparation of and appropriate to provide a basis for
consolidated financial statements of the consolidated financial statements by our audit opinion on the consolidated
HERO MOTOCORP LIMITED (hereinafter the Directors of the Holding Company, as financial statements.
referred to as “the Holding Company”) aforesaid.
and its subsidiaries (the Holding Opinion
Company and its subsidiaries together Auditor’s Responsibility In our opinion and to the best of our
referred to as “the Group”) and its Our responsibility is to express an information and according to the
associate, comprising of the Consolidated opinion on these consolidated financial explanations given to us, the aforesaid
Balance Sheet as at March 31, 2016, statements based on our audit. While consolidated financial statements give
the Consolidated Statement of Profit conducting the audit, we have taken the information required by the Act
and Loss, the Consolidated Cash Flow into account the provisions of the Act, in the manner so required and give a
Statement for the year then ended, and the accounting and auditing standards true and fair view in conformity with
a summary of the significant accounting and matters which are required to be the accounting principles generally
policies and other explanatory included in the audit report under the accepted in India, of the consolidated
information (hereinafter referred to as provisions of the Act and the Rules state of affairs of the Group and its
“the consolidated financial statements”). made thereunder. associate as at March 31, 2016, and
their consolidated profit and their
Management’s Responsibility We conducted our audit in accordance consolidated cash flows for the year
for the Consolidated Financial with the Standards on Auditing ended on that date.
Statements specified under Section 143(10) of the
The Holding Company’s Board of Act. Those Standards require that we Other Matter
Directors is responsible for the comply with ethical requirements and We did not audit the financial
preparation of these consolidated plan and perform the audit to obtain statements of HMCL (NA) Inc., HMCL
financial statements in terms of the reasonable assurance about whether Americas Inc. and HMCL Netherlands
requirements of the Companies Act, the consolidated financial statements B.V. subsidiaries of the Company and
2013 (hereinafter referred to as “the are free from material misstatement. HMCL Colombia S.A.S. and HMCL Niloy
Act”) that give a true and fair view of Bangladesh Limited, subsidiaries of
the consolidated financial position, An audit involves performing HMCL Netherlands B.V., whose financial
consolidated financial performance procedures to obtain audit evidence statements reflect total assets of
and consolidated cash flows of about the amounts and the disclosures ` 369.57crores as at March 31, 2016,
the Group including its Associate in the consolidated financial statements. total revenues of ` 142.41crores and net
in accordance with the accounting The procedures selected depend on cash flows amounting to ` 7.99 crores
principles generally accepted in India, the auditor’s judgment, including the for the year ended on that date, as
including the Accounting Standards assessment of the risks of material considered in the consolidated financial
specified under Section 133 of the Act, misstatement of the consolidated statements. These financial statements
as applicable. The respective Board of financial statements, whether due to have been audited by other auditors
Directors of the companies included fraud or error. In making those risk whose reports have been furnished to us
in the Group and of its associate assessments, the auditor considers by the Management and our opinion on
162
are responsible for maintenance internal financial control relevant to the consolidated financial statements, in
of adequate accounting records in the Holding Company’s preparation of so far as it relates to the amounts and
accordance with the provisions of the the consolidated financial statements disclosures included in respect of these
Act for safeguarding the assets of the that give a true and fair view in order subsidiaries, is based solely on the
Group and for preventing and detecting to design audit procedures that are reports of the other auditors.
frauds and other irregularities; the appropriate in the circumstances.
selection and application of appropriate An audit also includes evaluating the Our opinion on the consolidated financial
accounting policies; making judgments appropriateness of the accounting statements, and our report on Other
and estimates that are reasonable and policies used and the reasonableness Legal and Regulatory Requirements
prudent; and the design, implementation of the accounting estimates made below is not modified in respect of the
and maintenance of adequate internal by the Holding Company’s Board of above matter with respect to our reliance
financial controls, that were operating Directors, as well as evaluating the on the work done and the reports of
effectively for ensuring the accuracy overall presentation of the consolidated the other auditors and the financial
and completeness of the accounting financial statements. statements certified by the Management.
(Consolidated)
Report on Other Legal and taken on record by the Board disclose the impact
Regulatory Requirements of Directors of the Holding of pending litigations
1. As required by Section 143(3) of Company and the reports on the consolidated
the Act, we report, to the extent of the statutory auditors financial position of the
applicable, that: of its subsidiary company Group and its associate.
and an associate company
a) We have sought and obtained incorporated in India, none of ii. The Group and its
all the information and the directors of the Holding associate did not have
explanations which to the company, its subsidiary any material foreseeable
best of our knowledge and company and its associate losses on long-term
belief were necessary for company incorporated in India contracts including
the purposes of our audit of is disqualified as on March 31, derivative contracts.
the aforesaid consolidated 2016 from being appointed as
financial statements. a director in terms of Section iii. There has been no
164 (2) of the Act. delay in transferring
b) In our opinion, proper books amounts, required to
of account as required by f) With respect to the adequacy of be transferred, to the
law relating to preparation the internal financial controls Investor Education and
of the aforesaid consolidated over financial reporting and the Protection Fund by the
financial statements have operating effectiveness of such Holding company. In
been kept so far as it appears controls, refer to our Report in respect of an associate
from our examination of “Annexure A”, which is based incorporated in India,
those books and the reports on the auditors’ reports of the there has been a delay in
of the other auditors. Holding company, subsidiary transferring ` 0.06 crore
company and its associate (deposited subsequent
c) The Consolidated Balance company incorporated in to year end), required
Sheet, the Consolidated India. Our report expresses to be transferred, to
Statement of Profit and Loss, an unmodified opinion on the Investor Education
and the Consolidated Cash the adequacy and operating and Protection Fund.
Flow Statement dealt with by effectiveness of the Holding There were no amounts
this Report are in agreement company’s / subsidiary which were required to
with the relevant books of company’s / associate be transferred to the
account maintained for the company’s incorporated in Investor Education and
purpose of preparation of India internal financial controls Protection Fund by the
the consolidated financial over financial reporting. subsidiary company
statements. incorporated in India.
g) With respect to the other
d) In our opinion, the aforesaid matters to be included For DELOITTE HASKINS & SELLS
consolidated financial in the Auditor’s Report in Chartered Accountants
statements comply with accordance with Rule 11 of (Firm Registration No. 015125N)
the Accounting Standards the Companies (Audit and
prescribed under Section 133 Auditor’s) Rules, 2014, in our Jaideep Bhargava
of the Act, as applicable. opinion and to the best of our Partner 163
information and according to (Membership No. 90295)
e) On the basis of the written the explanations given to us: Gurgaon, May 5, 2016
representations received from
the directors of the Holding i. The consolidated
Company as on March 31, 2016 financial statements
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)
Report on the Internal Financial its assets, the prevention and detection and evaluating the design and operating
Controls Over Financial Reporting of frauds and errors, the accuracy and effectiveness of internal control based
under Clause (i) of Sub-section 3 of completeness of the accounting records, on the assessed risk. The procedures
Section 143 of the Companies Act, and the timely preparation of reliable selected depend on the auditor’s
2013 (“the Act”) financial information, as required under judgement, including the assessment
the Companies Act, 2013. of the risks of material misstatement of
In conjunction with our audit of the the financial statements, whether due to
consolidated financial statements of the Auditor’s Responsibility fraud or error.
Company as of and for the year ended Our responsibility is to express an
March 31, 2016, we have audited the opinion on the Company’s internal We believe that the audit evidence we
internal financial controls over financial financial controls over financial have obtained and the audit evidence
reporting of HERO MOTOCORP LIMITED reporting based on our audit. We obtained by the auditors of the subsidiary
(hereinafter referred to as “the Holding conducted our audit in accordance with company and associate company, which
Company”), its subsidiary company the Guidance Note on Audit of Internal are companies incorporated in India,
and its associate company, which are Financial Controls Over Financial in terms of their reports referred to in
companies incorporated in India, as of Reporting (the “Guidance Note”) issued the Other Matters paragraph below, is
that date. by the Institute of Chartered Accountants sufficient and appropriate to provide
of India and the Standards on Auditing, a basis for our audit opinion on the
Management’s Responsibility for prescribed under Section 143(10) of Company’s internal financial controls
Internal Financial Controls the Companies Act, 2013, to the extent system over financial reporting.
The respective Board of Directors of applicable to an audit of internal
the Holding company, its subsidiary financial controls. Those Standards Meaning of Internal Financial
company and its associate company and the Guidance Note require that we Controls Over Financial Reporting
which are companies incorporated in comply with ethical requirements and A company’s internal financial control
India, are responsible for establishing plan and perform the audit to obtain over financial reporting is a process
and maintaining internal financial reasonable assurance about whether designed to provide reasonable
controls based on the internal control adequate internal financial controls over assurance regarding the reliability of
over financial reporting criteria financial reporting was established and financial reporting and the preparation
established by the Company considering maintained and if such controls operated of financial statements for external
the essential components of internal effectively in all material respects. purposes in accordance with generally
control stated in the “Guidance Note accepted accounting principles. A
on Audit of Internal Financial Controls Our audit involves performing company’s internal financial control
Over Financial Reporting issued by procedures to obtain audit evidence over financial reporting includes those
the Institute of Chartered Accountants about the adequacy of the internal policies and procedures that (1) pertain
of India (ICAI)”. These responsibilities financial controls system over to the maintenance of records that, in
include the design, implementation financial reporting and their operating reasonable detail, accurately and fairly
and maintenance of adequate internal effectiveness. Our audit of internal reflect the transactions and dispositions
financial controls that were operating financial controls over financial reporting of the assets of the company; (2) provide
effectively for ensuring the orderly included obtaining an understanding of reasonable assurance that transactions
and efficient conduct of its business, internal financial controls over financial are recorded as necessary to permit
including adherence to the respective reporting, assessing the risk that a preparation of financial statements in
company’s policies, the safeguarding of material weakness exists, and testing accordance with generally accepted
164
(Consolidated)
accounting principles, and that receipts are subject to the risk that the internal the Guidance Note on Audit of Internal
and expenditures of the company financial control over financial reporting Financial Controls Over Financial
are being made only in accordance may become inadequate because Reporting issued by the Institute of
with authorisations of management of changes in conditions, or that the Chartered Accountants of India”.
and directors of the company; and degree of compliance with the policies
(3) provide reasonable assurance or procedures may deteriorate. Other Matters
regarding prevention or timely detection Our aforesaid report under Section
of unauthorised acquisition, use, or Opinion 143(3)(i) of the Act on the adequacy
disposition of the company’s assets In our opinion, to the best of our and operating effectiveness of the
that could have a material effect on the information and according to the internal financial controls over financial
financial statements. explanations given to us, the Holding reporting insofar as it relates to the
Company, its subsidiary company subsidiary company and its associate
Inherent Limitations of Internal and its associate company which are company, which are companies
Financial Controls Over Financial companies incorporated in India, have, incorporated in India, is based on the
Reporting in all material respects, an adequate corresponding reports of the auditors of
Because of the inherent limitations internal financial controls system over such companies incorporated in India.
of internal financial controls over financial reporting and such internal
financial reporting, including the financial controls over financial For DELOITTE HASKINS & SELLS
possibility of collusion or improper reporting were operating effectively as Chartered Accountants
management override of controls, at March 31, 2016, based on “the internal (Firm Registration No. 015125N)
material misstatements due to error or control over financial reporting criteria
fraud may occur and not be detected. established by the Holding Company, its Jaideep Bhargava
Also, projections of any evaluation of subsidiary company and its associate Partner
the internal financial controls over company considering the essential (Membership No. 90295)
financial reporting to future periods components of internal control stated in
Gurgaon, May 5, 2016
165
CONSOLIDATED BALANCE SHEET

AS AT MARCH 31, 2016
` in crores
As at As at
March 31, 2016 March 31, 2015
I Equity and Liabilities
1 Shareholders’ funds
(a) Share capital 3 39.94 39.94
(b) Reserves and surplus 4 7,912.74 6,500.06
2 Minority Interest 53.62 18.54
3 Non - current liabilities
(a) Long - term borrowings 5 145.98 12.00
(b) Other long - terms liabilites 6 34.89 31.33
(c) Deferred tax liabilities (Net) 7 227.79 -
(d) Long - term provisions 8 84.64 66.25
4 Current liabilities
(a) Short- term borrowings 9 84.06 88.00
(b) Trade payables 10
Total outstanding dues of micro enterprises and small
(i) - -
enterprises
Total outstanding dues of creditors other than micro
(ii) 2,791.70 2,713.09
enterprises and small enterprises
(c) Other current liabilities 11 497.45 450.74
(d) Short - term provisions 12 798.89 734.40
Total 12,671.70 10,654.35
II Assets
1 Non - current assets
(a) Fixed assets 13
(i) Tangible assets 3,907.02 2,850.86
(ii) Intangible assets 129.07 101.42
(iii) Capital work-in-progress 330.78 315.12
(iv) Intangible assets under development 322.59 404.08
(b) Non- current investments 14 945.26 821.15
(c) Deferred tax assets (Net) 7 - 73.54
(d) Long - term loans and advances 15 876.39 648.27
(e) Other non- current assets 16 73.68 60.19
2 Current assets
(a) Current investments 14 3,249.15 2,297.35
(b) Inventories 17 761.99 861.39
(c) Trade receivables 18 1,282.08 1,371.82
(d) Cash and cash equivalents 19 179.09 215.78
(e) Short - term loans and advances 20 535.12 573.41
(f) Other current assets 21 79.48 59.97
Total 12,671.70 10,654.35
Accompanying notes forming part of the consolidated financial statements 1 to 41
166
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(Consolidated)
CONSOLIDATED STATEMENT OF PROFIT AND LOSS

` in crores
March 31, 2016 March 31, 2015
I Revenue from Operations 22
(a) Gross sales of products 30,434.29 29,020.98
28,176.08 27,303.33
(b) Sale of services and other operating revenue 437.65 234.70
Net revenue from operations 28,613.73 27,538.03
II Other income 23 389.08 492.11
III Total Revenue (I + II) 29,002.81 28,030.14
IV Expenses:
(a) Cost of materials consumed 24 19,357.95 19,790.40
(b) Changes in inventories of finished goods and work-in-progress 25 (44.80) (75.10)
(c) Employee benefits expenses 26 1,343.06 1,178.72
(d) Finance costs 27 11.87 11.70
(e) Depreciation and amortization expenses 13 447.01 540.45
(f) Other expenses 28 3,575.27 3,147.28
Total Expenses 24,690.36 24,593.45
V Profit before exceptional item and tax (III - IV) 4,312.45 3,436.69
Exceptional item - Provision for diminution in value of non
VI - 144.73
current investment (refer note no. 37)
VII Profit before tax (V -VI) 4,312.45 3,291.96
VIII Tax expenses
(a) Current tax 960.91 899.18
(b) Deferred tax 301.33 44.27
1,262.24 943.45
Profit for the year before share of profit of associate and
IX 3,050.21 2,348.51
minority interest (VII-VIII)
X Share of profit of associate 39.46 15.15
XI Less: Minority interest profit/(loss) (4.11) (1.04)
XII Profit for the year (IX+X-XI) 3,093.78 2,364.70
XIII Basic and diluted earnings per equity share (of ` 2 each): 29
(a) before exceptional items 154.93 125.66
(b) after exceptional items 154.93 118.41
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CONSOLIDATED CASH FLOW STATEMENT

` crores
A. Cash Flow from Operating Activities
Profit before Tax 4,312.45 3,291.96
Adjustments for:
Add: Depreciation and amortisation 447.01 540.45
Loss on sale of non-trade current investments 0.03 0.21
Provision for diminution in value of investment:
Exceptional item: Long term trade investment - non
- 144.73
current
Long term non trade investment 0.52 0.72
Finance cost 11.87 11.70
Impairment of goodwill on consolidation - 3.94
Expense on employee stock option scheme 0.93 0.67
572.38 725.96
Less: Interest on long term and current non-trade investments 41.54 50.37
Interest on loans, deposits etc. 124.24 99.64
Foreign currency translation (net) (1.81) 3.64
Dividend income:
On long-term investments- Non trade 0.12 0.06
Profit on sale of non-trade current investments 205.18 320.75
376.84 476.64
Operating profit before working capital changes 4,507.99 3,541.28
Changes in working capital:
Adjustment for (increase)/decrease in operating assets:
Inventories 99.40 (191.84)
Trade receivables 86.71 (451.94)
Short-term loans and advances 38.29 (243.03)
Long-term loans and advances 44.21 (23.14)
Other current assets (22.13) (30.78)
246.48 (940.73)
Adjustment for increase/(decrease) in operating
liabilities:
Other current liabilities 28.42 (5.22)
Other long-term liabilities 3.56 6.88
Short-term provisions 16.61 2.99
Long-term provisions 18.39 16.23
145.59 584.80
Cash generated from operations 4,900.06 3,185.35
Less: Direct taxes paid 1,103.65 999.84
Net cash from operating activities 3,796.41 2,185.51
B Cash Flow from Investing Activities
Proceeds from sale of fixed assets 6.63 2.71
168 Sale of investments 26,972.56 20,655.46
Purchase of Investment (27,521.95) (19,306.17)
Investment in Associates (197.19) (152.40)
Inter corporate deposits received back - 515.00
Inter corporate deposits paid - (295.00)
Interest received on long term and current non-trade investments 30.67 30.85
Interest received on loans, deposits etc. 124.24 99.64
(Consolidated)
` crores
Dividend income
Capital expenditure on fixed assets, including capital advances (1,708.02) (1,232.93)
Payment of deferred credits - (287.34)
Net cash from / (used) in investing activities (2,285.88) 31.38
C. Cash Flow from Financing Activities
Interest paid (11.23) (11.70)
Dividends paid (1,397.81) (1,897.03)
Tax on dividend (284.56) (322.40)
Proceeds from issue of equity share capital 0.56 -
Proceeds from long-term borrowings 136.15 12.00
Proceeds from other short-term borrowings (net) (3.94) 88.00
Net cash (used) in financing activities (1,560.83) (2,131.13)
Increase/(Decrease) In Cash and Cash Equivalents
D. (50.30) 85.76
(A+B+C)
Cash and cash equivalents at the beginning of the year 154.50 68.74
Cash and cash equivalents at the end of the year
Cash and bank balances 104.20 154.50
104.20 154.50
Reconciliation
Cash and Bank balances as per Balance Sheet 179.09 215.78
Less: Unpaid dividend current account with Banks 74.89 61.28
Net Cash and cash equivalents at the end of the year 104.20 154.50
DIN- 00004223

DIN- 00027995
New Delhi
May 5, 2016
169
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

Note No 1 Corporate Information item in Group’s financial ‘Reserves & Surplus’, in

Hero MotoCorp Limited (the Company), statements (refer note no 37). the consolidated financial
its subsidiaries (collectively called as statements. Goodwill arising
“Group”) and associates are engaged b) The financial statements on the acquisition of a foreign
in the manufacturing and selling of the Company and its entity is translated at the
of motorised two-wheelers, spare subsidiary companies have closing rate in case of non-
parts and related services along with been combined on a line- integral operations and by
providing non banking financial services. by-line basis by adding using the exchange rate at the
The Group is a leading two wheeler together like items of assets, date of the investment in case
manufacturer and has a dominant liabilities, income and of integral operations. Capital
presence in domestic market. expenses, after eliminating reserve is translated at the
intra-group balances, intra- exchange rate on the date of
Note No 2 Significant Accounting group transactions and investment.
Policies resulting unrealised profits or
i. Accounting convention losses, unless cost cannot be e) Minority Interest in the net
The financial statements of the recovered. assets of the consolidated
Group have been prepared in subsidiaries consist of
accordance with the Generally c) The consolidated financial the amount of equity
Accepted Accounting Principles statements include the attributable to the minority
in India (Indian GAAP) to comply share of profit / loss of the shareholders at the date
with the Accounting Standards associate company which on which investments in
specified under Section 133 of the have been accounted for the subsidiary companies
Companies Act, 2013, read with using equity method as were made and further
Rule 7 of the Companies (Accounts) per AS 23 Accounting for movements in their share in
Rules, 2014 and relevant provisions Investments in Associates the equity, subsequent to the
of the Companies Act, 2013 (“the in Consolidated Financial dates of investments. Net
2013 Act”) / Companies Act, 1956 Statements. Accordingly, the profit / loss for the year of the
(“the 1956 Act”), as applicable. The share of profit/ loss of the subsidiaries attributable to
financial statements have been associate company (the loss/ minority interest is identified
prepared on accrual basis under provision being restricted to and adjusted against the
the historical cost convention. the cost of investment) has profit after tax of the Group in
been added to / deducted order to arrive at the income
ii. Principles of Consolidation from the cost of investments. attributable to shareholders
The consolidated financial of the Company.
statements relate to Hero d) The excess of cost to the
MotoCorp Limited (the ‘Company’), Group of its investments in f) The difference between the
its subsidiary companies, and the the subsidiary companies cost of investment in the
Group’s share of profit / loss in over its share of equity of associate and the share of net
its associates. The consolidated the subsidiary companies, assets at the time of acquisition
financial statements have been at the dates on which the of shares in the associate is
prepared on the following basis: investments in the subsidiary identified in the consolidated
companies were made, is financial statements as
a) The financial statements of recognised as ‘Goodwill’ being Goodwill or Capital reserve as
170
the subsidiary companies an asset in the consolidated the case may be.
and associates used in the financial statements and is
consolidation are drawn upto tested for impairment on g) Goodwill arising on
the same reporting date as annual basis. Alternatively, consolidation is not amortised
that of the Company i.e., 31 where the share of equity in but tested for impairment.
March, 2016, and have been the subsidiary companies as
consolidated in the group’s on the date of investment is in h) Following subsidiary companies
financial statements, other excess of cost of investments and associates have been
than an associate, for which of the Group, it is recognised considered in the preparation
provision for diminution has as ‘Capital Reserve’ and of the consolidated financial
been made in as exceptional shown under the head statements:
(Consolidated)
% of Holding and voting power

either directly or indirectly
Name of entity Relationship Country of Incorporation Ownership held by
through subsidiary as at
March 31, 2016 March 31, 2015
HMCL (NA) Inc. Subsidiary United States of America Company 100% 100%
HMCL Americas Inc. Subsidiary United States of America Company 100% -
HMC MM Auto Limited Subsidiary India Company 60% 60%
HMCL Netherlands BV Subsidiary Netherlands Company 100% 100%
HMCL Colombia SAS Subsidiary Colombia HMCL Netherlands BV 51% 100%
HMCL Niloy Bangladesh Limited Subsidiary Bangladesh HMCL Netherlands BV 55% 55%
Hero FinCorp Limited Associate India Company 48.42% 48.42%
Equity holding Equity holding
Erik Buell Racing Inc. Associate United States of America HMCL (NA) Inc. 49.2% Voting 49.2% Voting
rights 43.9% rights 43.9%
i) The consolidated financial iv. Operating Cycle Exchange differences arising on

statements have been Based on the nature of products restatement / settlement of long-
prepared using uniform / activities of the Group and the term foreign currency borrowings
accounting policies for like normal time between acquisition relating to acquisition of depreciable
transactions and other events of assets and their realisation in fixed assets, intangible assets are
in similar circumstances and cash or cash equivalents, the Group adjusted to the cost of the respective
are presented to the extent has determined its operating cycle assets and depreciated/amortised
possible, for all significant as 12 months for the purpose of over the remaining useful life of
matters in the same manner classification of its assets and such assets.
as the Company’s separate liabilities as current and non-current.
financial statements. The carrying values of assets /
v. Fixed / Intangible assets and cash generating units at each
The financial statements of Erik depreciation / amortization Balance Sheet date are reviewed
Buell Racing Inc, an associate Fixed assets are stated at cost less for impairment. If any indication of
of the Group, has not been accumulated depreciation. Cost of impairment exists, the recoverable
considered for consolidation acquisition is inclusive of freight, amount of such assets is estimated
as the investment into the duties, taxes and other incidental and impairment charge if any is
same has been provided for expenses. Depreciation is charged recognised in the statement of profit
(refer note no 37). on a pro-rata basis at the straight and loss. In case of any reversal/
line method rates prescribed in reduction of such an impairment,
iii. Use of estimates Schedule II to the Companies Act, the same is recognised through the
The preparation of the financial 2013 other than assets covered profit and loss.
statements in conformity under employee benefit schemes
with Indian GAAP requires the which are depreciated over a vi. Preoperative expenses pending
Management to make estimates period of five years. Leasehold allocation
171
and assumptions considered in land has been amortised over the Expenses directly related to
the reported amounts of assets period of lease. construction activity or incidental
and liabilities (including contingent thereto, are allocated to fixed
liabilities) and the reported income Intangible assets, comprising of assets at the time of completion of
and expenses during the year. The expenditure on model fee etc., the project.
Management believes that the incurred are amortised on a
estimates used in preparation of the straight line method over a period vii. Intangible assets under
financial statements are prudent of five years. Licenses for Technical development
and reasonable. Future results know-how / export licenses have Expenditure on Research and
could differ due to these estimates been amortised on a straight line development eligible for capitalisation
and the differences between the basis upto June 30, 2014 i.e. forty are carried as Intangible assets under
actual results and the estimates are two months (refer note 13). development where such assets are
recognised in the periods in which not yet ready for their intended use.
the results are known / materialise.

viii. Investments
Current investments are stated at lower of cost and fair value computed categorywise. Long term investments are stated
at cost less provision for diminution other than temporary, if any. Premium paid on purchase of debt securities is amortised
over the period of maturity.
ix. Inventories
Raw materials and components, stores and spares, loose tools, finished goods and work in progress are valued at cost or
net realisable value, whichever is lower.
The basis of determining cost for various categories of inventories are as follows:-
Stores and spares, loose tools, raw materials and components - Weighted average cost
Materials in transit - Actual cost
- Material cost plus appropriate share of labour,
Work in progress and finished goods
manufacturing overheads and excise duty
x. Employee benefits method stated in the guidance d. In respect of forward contracts,

Defined contribution plan note on ‘Employee Share Based the forward premium or
Provident fund, Superannuation Payments’ issued by the Institute discount is recognised as
fund and Employee’s State of Chartered Accountants of India. income or expense over
Insurance Corporation (ESIC) the life of contract in the
are the defined contribution xii. Foreign currency transactions Statement of Profit and Loss
schemes offered by the Group. The Exchange differences are dealt and the exchange difference
contributions to these schemes with as follows:- between the exchange rate
are charged to the statement of prevailing at the year end and
profit and loss of the year in which a. Transactions in foreign the date of the inception of the
contribution to such schemes currency are recorded at the forward exchange contract
becomes due. exchange rate prevailing at is recognised as income or
the time of the transaction. expense in the statement of
Defined benefit plan and Long All loss or gain on translation profit and loss.
term Employee benefits is charged to revenue in the
Gratuity liability and long term year in which it is incurred. xiii. Sales
employee benefits, are provided on Sale of goods is recognised on
the basis of an actuarial valuation b. Monetary assets and transfer of significant risk and
made at the end of each financial liabilities denominated in reward of ownership to the buyer,
year as per projected unit credit foreign currency are restated which generally coincides with point
method. Actuarial gains or loss at the rate prevailing at the of dispatch of finished goods to the
arising from such valuation are year end and resultant gain customers. Gross sales are inclusive
charged to revenue in the year in or loss is recognised. of applicable excise duty and freight
which they arise. but are exclusive of sales tax.
c. The exchange differences
xi. Employee share based payments arising on restatement / Sale of services is recognized
The Company has formulated settlement of long-term on rendering of services as per
172
Employee Stock Option Schemes foreign currency monetary contractual terms.
(ESOS) in accordance with the items are capitalised as
SEBI (Employee Stock Option part of the depreciable fixed Scrap is accounted for on sale basis.
Scheme and Employee Stock assets to which the monetary
Purchase Scheme) Guidelines. item relates and depreciated xiv. Government grants, subsidies
The Schemes provide for grant over the remaining useful life and export incentives
of options to employees of the of such assets or amortised Government grants and subsidies
Company to acquire equity shares on settlement / over the are recognised when there is
of the Company that vest in a maturity period of such reasonable assurance that the
graded manner and that are to items in line with Notification Company will comply with the
be exercised within a specified No. GSR 378(E) dated May conditions attached to them and
period. In accordance with the 11, 2011 issued by The the grants / subsidies will be
SEBI Guidelines; the ESOS are Ministry of Corporate Affairs, received.
accounted for under the fair value Government of India.
(Consolidated)
xv. Warranty claims and depreciated in accordance economic benefit associated with it
The estimated liability for product with the policies stated for Tangible will flow to the Company.
warranties is recorded when Fixed Assets and Intangible Assets.
products are sold. These estimates Deferred tax is recognised, subject
are established using historical xviii. Earnings per share to the consideration of prudence,
information on the nature, Basic earnings per share is on timing differences, being
frequency and average cost of computed by dividing the the difference between taxable
warranty claims and management profit after tax by the weighted incomes and accounting income
estimates regarding possible future average number of equity shares that originate in one period and are
incidence based on corrective outstanding during the year. capable of reversal in one or more
actions on product failures. The Diluted earnings per share is subsequent periods.
timing of outflows will vary as and computed by dividing the profit
when warranty claim will arise - after tax as adjusted for dividend, xx. Provisions and contingent
being typically two to five years. interest and other charges to liabilities
expense or relating to the dilutive A provision is recognised when the
The Company accounts for the potential equity shares, by the Company has a present obligation
post-contract support / provision weighted average number of as a result of past events and
for warranty on the basis of the equity shares considered for it is probable that an outflow of
information available with the deriving basic earnings per share resources will be required to settle
Management duly taking into and the weighted average number the obligation in respect of which
account the current and past of equity shares which could have a reliable estimate can be made.
technical estimates. been issued on the conversion of Provisions are not discounted
all dilutive potential equity shares. to their present value and are
xvi. Lease determined based on the best
Arrangements where the risks and xix. Taxation estimate required to settle the
rewards incidental to ownership of The provision for taxation is obligation at the Balance Sheet
an asset substantially vest with the ascertained on the basis of date. These are reviewed at each
lessor are recognised as operating assessable profits computed in Balance Sheet date and adjusted to
leases. Lease rentals under accordance with the provisions of reflect the current best estimates.
operating leases are recognised in the Income-tax Act, 1961. Contingent liabilities are disclosed
the Statement of Profit and Loss. in the Notes.
Minimum Alternate Tax (MAT)
xvii. Research and development paid in accordance with the tax xxi. Derivatives
expenses laws, which gives future economic Foreign currency derivatives are
Research and development benefits in the form of adjustment used to hedge risk associated with
expenditure of a revenue nature is to future income tax liability, is foreign currency transactions. All
expensed out under the respective considered as an asset if there open positions as at the close of
heads of account in the year in is convincing evidence that the the year are valued by marking
which it is incurred. Company will pay normal income them to the market and provision
tax. Accordingly, MAT is recognised is made for losses, if any.
Fixed assets utilised for research as an asset in the Balance Sheet
and development are capitalised when it is probable that future
173

Note No. 3 - Share capital

Particulars
Number ` crores Number ` crores
Authorised
Equity shares of ` 2 each with voting rights 250,000,000 50.00 250,000,000 50.00
Cumulative convertible preference shares of ` 100 each 400,000 4.00 400,000 4.00
Cumulative redeemable preference shares of ` 100 each 400,000 4.00 400,000 4.00
250,800,000 58.00 250,800,000 58.00
Issued, Subscribed and fully Paid up
Equity Shares of ` 2 each with voting rights
(Refer (i), (ii) and (iii) below) 199,690,088 39.94 199,687,500 39.94
Total 199,690,088 39.94 199,687,500 39.94
(i) Reconcilation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:

Particulars
` crores ` crores
held held
Opening balance 199,687,500 39.94 199,687,500 39.94
Addition during the year (# ` 5176) 2,588 # - -
Closing balance 199,690,088 39.94 199,687,500 39.94
(ii) Rights, preference and restriction attached to shares:

Equity shares of ` 2 each:
a. In respect of equity shares , voting right shall be in same proportion as the capital paid upon such equity share.
b. The dividend proposed by the Board of Directors which is subject to the approval of the shareholders in the Annual
General Meeting shall be in the same proportion as the capital paid upon such equity share.
c. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company
in proportion to capital paid upon such equity share.
(iii) Shareholder holding more than 5 percent shares:

Particulars
% of Holding % of Holding
held held
Mr Brijmohan Lall Munjal * 12,396,842 6.21 12,396,842 6.21
Ms Renu Munjal * 12,396,840 6.21 12,396,840 6.21
174 Mr Suman Munjal * 12,396,840 6.21 12,396,840 6.21
Mr Pawan Munjal * 12,396,840 6.21 12,396,840 6.21
Mr Sunil Kant Munjal * 1,850,440 0.93 1,850,440 0.93
M/S Bahadur Chand Investments (P) Ltd 17,306,250 8.67 17,306,250 8.67
* Hold shares on behalf of Brijmohan Lall Om Prakash (partnership firm).

(Consolidated)
Note No. 4 - Reserves and surplus

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Capital Reserves
On shares forfeited (#` 4,250) # #
Share premium account on forfeited shares reissued (##` 25,500) ## ##
(b) Share options outstanding account

Opening Balance 0.67 -
Add: Net charge during the year 0.93 0.67
Less: Transfer to share premium on issue of shares (Refer note no 38) (0.31) -
Closing balance 1.29 0.67
(c) Share premium Account

Opening balance - -
Addition during the year 0.87 -
Closing balance 0.87 -
(d) General Reserve

Add: Consequent to change in Group's interest - 0.48
Add: Transferred from Statement of profit and loss 250.00 250.00
(e) Surplus in Statement of profit and loss

Less: On account of depreciation as per Schedule II of Companies Act 2013* - 22.97
4,077.57 3,384.75
Add: Profit for the year 3,093.78 2,364.70
Consequent to change in Group's interest ** 46.04 -
Less:
Interim dividend -`40 per equity share (previous year `30) 798.75 599.06
Dividend proposed to be distributed to equity share holders (` 32 per share,
639.00 599.06
(previous year ` 30 per share))
Tax on dividend 292.69 223.76
Transfer to General Reserve 250.00 250.00
(f) Foreign currency translation reserve

Opening Balance (4.52) (0.88)
175
Add/(less): Effect of foreign exchange rate variation during the year 1.81 (3.64)
Closing Balance (2.71) (4.52)
Total 7,912.74 6,500.06
* Represents depreciation (net of deferred tax ` 11.83 crores) on tangible fixed assets with nil remaining useful life as at March 31, 2014 in the
previous year on transition to Schedule II of the Companies Act, 2013 .
** Consequent to the issuance of 49% equity in HMCL Colombia SAS to Woven Holding LLC on March 29, 2016, the cumulated loss aggregating
to ` 46.04 crores has been transfered to minority interest as its part of share therein.

Note No. 5 - Long - term Borrowings

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Term loan from bank - unsecured * 130.67 12.00
Term loan from bank - secured ** 15.31 -
Total 145.98 12.00
* Includes ` 35 crores borrowed by HMCL Colombia SAS for preoperative expenses, against demand promisory notes, payable over a period of
7 years charged at DTF+5.4%. Also includes ` 84 crores towards building and plant and machinery repayable over 8-12 years at DTF+5.35%.
* Includes ` 10.83 crores of HMCL MM Auto, repayable in 18 quarterly installments starting with effect from 07 September, 2016, last installment
due on 07 December, 2020. Rate of Interest -Bank base rate + 50 basis points.
** These include borrowing by HMCL Niloy Bangladesh secured against first charge over borrowers plant and machinery, inventory, and debtors.
The term loans are repayable over a period of 6 years with a moritorium period of one year at Libor+4%. Working capital facilites are charged
at 10.50%-11.50% repayable over 6 months or on demand.
Note No. 6 - Other long - term liabilities

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Total 34.89 31.33
Note No. 7 - Deferred tax (assets) / liabilities (net)

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Deferred tax liabilities
Accumulated depreciation 230.73 -
Others 8.50 6.31
239.23 6.31
Deferred tax assets
Accumulated depreciation - 70.92
Accrued expenses deductible on payment 6.58 4.27
Others 4.86 4.66
11.44 79.85
Deferred tax (assets) / liabilities (net) 227.79 (73.54)
Note No. 8 - Long - term provisions

` in crores
As at As at
176 Particulars
March 31, 2016 March 31, 2015
(a) Employees benefits - accumulated leaves 12.48 10.12
- gratuity 0.11 0.07
- other benefits 3.06 -
(b) Warranties 68.99 56.06
Total 84.64 66.25
Note No 9- Short - term borrowings

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Loans from banks - Unsecured* 83.95 38.76
(b) Loans from related party (refer note no 32) 0.11 49.24
Total 84.06 88.00
* Includes ` 3.73 crores of HMCL MM Auto limited and ` 80.22 of HMCL Colombia SAS at DTF+3.5%, Libor+1.2%.
(Consolidated)
Note No. 10 - Trade payables

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Trade payables
(i) Total outstanding dues of micro enterprises and small enterprises - -
(ii) Total outstanding dues of creditors other than micro enterprises and small enterprises 2,791.70 2,713.09
Total 2,791.70 2,713.09
(i) According to the records available with the Company, dues payable to entities that are classified as Micro and Small
Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 during the year is ` Nil (previous year
` Nil). Further no interest has been paid or was payable to such parties under the said Act during the year.
Dues to Micro, small and medium enterprises have been determined to the extent such parties have been identified on the
basis of information collected by the Company. This has been relied upon by the auditors.
Note No. 11 - Other current liabilities

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Current maturity of long term - borrowings 2.17 -
(b) Capital creditors 143.71 141.84
(c) Unclaimed dividend (Refer Note (i) below) 74.90 61.29
(d) Interest accrued but not due on borrowings 0.64 -
(e) Other payables
Statutory dues 99.15 100.36
Security deposits dealers and others 54.60 51.64
Advances from dealers 109.00 82.33
Other liabilities 13.28 13.28
Total 497.45 450.74
(i) Unclaimed dividend does not include any amount outstanding as on March 31, 2016 which are required to be credited to the
Investor Education and Protection Fund (Fund).
Note No. 12 - Short - term provisions

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Employees benefits - accumulated leaves 3.36 2.83
- gratuity 0.10 0.10
- others benefits 0.23 - 177
(b) Provisions -Others

Taxation - 0.20
Warranties 26.11 10.26
Proposed equity dividend 639.00 599.06
Tax on proposed dividend 130.09 121.95
Total 798.89 734.40
178
Note No. 13 - Fixed assets
` in crores
Opening Closing Opening Depreciation/ As at
Other/ Upto March As at March
Particulars balance as Additions Deletions/ balance as balance as amortisation On March 31,
transition 31, 2016 31, 2016
at April 1, adjustments at March 31, at April 1, charge for the disposals 2015
adjustments*
2015 2016 2015 year
HERO MOTOCORP LTD.
(a) Tangible assets

Land
- Freehold 99.58 - - 99.58 - - - - - 99.58 99.58
- Leasehold# 200.21 67.45 - 267.66 14.46 3.76 - - 18.22 249.44 185.75
Buildings 934.65 595.34 0.03 1,529.96 162.45 33.78 0.05 - 196.18 1,333.78 772.20
Plant and
3,164.57 771.58 78.25 3,857.90 1,477.58 320.41 55.71 - 1,742.28 2,115.62 1,686.99
equipment
Furniture and
30.17 4.18 5.66 28.69 10.36 2.58 1.03 - 11.91 16.78 19.81
fixtures
Vehicles 34.25 10.86 7.61 37.50 18.33 4.15 5.25 - 17.23 20.27 15.92
Office equipment 32.41 6.34 2.43 36.32 16.10 5.19 1.44 - 19.85 16.47 16.31
Data Processing
140.59 28.05 20.80 147.84 86.29 21.36 19.08 - 88.57 59.27 54.30
equipment
Translation
Exchange - - - - - - - 4.19 4.19 (4.19) -
difference
Total 4,636.43 1,483.80 114.78 6,005.45 1,785.57 391.23 82.56 4.19 2,098.43 3,907.02 2,850.86
(b) Intangible assets
Goodwill on
3.94 - - 3.94 3.94 - - - 3.94 - -
Consolidation
Model fee 535.81 61.02 - 596.83 479.03 42.46 - - 521.49 75.34 56.78
Technical know-
how/ export 2,902.17 3.51 - 2,905.68 2,895.80 0.66 - - 2,896.46 9.22 6.37
licenses
Software 79.69 18.90 - 98.59 41.42 12.66 - - 54.08 44.51 38.27
Total 3,521.61 83.43 - 3,605.04 3,420.19 55.78 - - 3,475.97 129.07 101.42
Total (a+b) 8,158.04 1,567.23 114.78 9,610.49 5,205.76 447.01 82.56 4.19 5,574.40 4,036.09 2,952.28
(c) Capital work In
330.78 315.12
progress @
(d) Intangible
assets under 322.59 404.08
development
4,689.46 3,671.48
Note :
@ Including pre operative expenses ` 0.90 crores {refer note 36}.
FOREVER
HERO
Note No. 13 - Fixed assets (previous year)
` in crores
Opening Closing Opening Depreciation/ Other As at
Particulars balance as Additions Deletions/ balance as balance as amortisation On transition Upto March March 31,
at April 1, adjustments at March 31, at April 1, charge for the disposals adjustments/ 31, 2015 2015
2014 2015 2014 year impairment*
(e) Tangible assets
Land
- Freehold 82.80 16.78 - 99.58 - - - - - 99.58
- Leasehold# 200.01 0.20 - 200.21 11.38 3.08 - - 14.46 185.75
Buildings 497.19 437.55 0.09 934.65 116.23 27.77 0.04 18.49 162.45 772.20
Plant and equipment 2,437.30 780.62 53.35 3,164.57 1,293.89 208.89 31.48 6.28 1,477.58 1,686.99
Furniture and fixtures 22.48 8.69 1.00 30.17 7.73 2.81 0.88 0.70 10.36 19.81
Vehicles 38.47 4.42 8.64 34.25 19.34 4.75 5.87 0.11 18.33 15.92
Office equipment 22.82 9.84 0.25 32.41 5.64 5.17 0.23 5.52 16.10 16.31
Data Processing equipment 114.57 26.72 0.70 140.59 64.06 19.15 0.66 3.74 86.29 54.30
Total 3,415.64 1,284.82 64.03 4,636.43 1,518.27 271.62 39.16 34.84 1,785.57 2,850.86
(f) Intangible assets
OVERVIEW
Goodwill on consolidation
CORPORATE
3.94 - - 3.94 - - - 3.94 3.94 -

(refer note no 37)
Model fee 535.81 - - 535.81 422.03 57.00 - - 479.03 56.78
Technical know-how/export
2,892.59 9.58 - 2,902.17 2,694.66 201.14 - - 2,895.80 6.37
licenses**
Software 65.00 14.69 - 79.69 30.73 10.69 - - 41.42 38.27
Total 3,497.34 24.27 - 3,521.61 3,147.42 268.83 - 3.94 3,420.19 101.42
Total (e+f) 6,912.98 1,309.09 64.03 8,158.04 4,665.69 540.45 39.16 38.78 5,205.76 2,952.28
(g) Capital work In progress @ 315.12
(h) Intangible assets under
404.08
REPORTS
development
3,671.48
GOVERNANCE
Note :
* Includes ` 0.04 crore transferred to Pre- operative expenditure.
* Includes ` 34.80 crores being depreciation adjusted in the statement of profit and loss on transition to Schedule II of The Companies Act, 2013 on tangible fixed assets with nil
remaining life as at March 31, 2014.
# Includes land of ` 15.84 crores at Halol (Gujrat) and ` 78.36 crores at Jaipur pending for registration in the name of the Company.
** Includes net increase of ` 3.08 crores due to fluctuation in exchange rates.
@ Including pre operative expenses ` 1.37 crores relating to salaries, wages and other related project expenses of Neemrana plant {refer note 36}.
** In line with Notification No. G.S.R. 378 (E) dated May 11, 2011 issued by The Ministry of Corporate Affairs, Government of India, the exchange differences arising after April 1, 2007
FINANCIAL
on reporting of long term foreign currency monetary items at rates at the end of year compared to those at which they were initially recorded, or reported in previous financial
STATEMENTS
(Consolidated)
statements, in so far as they relate to the acquisition of a depreciable capital asset, have been added to or deducted from the cost of the asset and is depreciated over the balance
useful life of the asset.
179

Note No. 14 - Investments

` in crores

Non Non
Current Current
Long Term Investments (At cost unless
otherwise stated)
Trade
Unquoted
of Associates
Erik Buell Racing Inc 9,686 9,686 - 150.09 - 150.09
Convertible Preferred stock series A
Equity Shares of USD 0.01 each
Cost of acquisition (including Goodwill
- 150.09 - 150.09
` 119.65 crores)
- (150.09) - (150.09)
amortisation
- - - -
of Associates
Hero FinCorp Limited 38,343,025 21,910,300 - 421.56 - 224.37
Add/(less): Group's share of profit/(loss)
- 82.09 - 47.01
upto March 31,
- 503.65 - 271.38
Non Trade
of Other Entities
Bombay Stock Exchange Limited 140,400 140,400 - 5.94 - 5.94
Investment in preference shares
of Other Entities
Tata Capital Limited 100,000 100,000 - 10.00 - 10.00
Total Investment in Equity Shares - 15.94 - 15.94
Quoted
12.25% Muthoot Finance Limited-
500,000 500,000 49.79 - - 49.79
Maturity-14.09.2016
7.34% HUDCO -Maturity-16.02.2023 250,000 250,000 - 25.00 - 25.00
180 7.18% IRFC -Maturity-19.02.2023 250,000 250,000 - 25.00 - 25.00
8.18% NHPC Tax Free Bonds-
161,050 161,050 - 16.10 - 16.10
Maturity-02.11.2023
8.51% HUDCO Tax Free Bonds-
250,000 250,000 - 25.00 - 25.00
Maturity-13.01.2024
8.18% PFC Tax Free Bonds-
323,890 323,890 - 32.39 - 32.39
Maturity-16.11.2023
6.70% IRFC Bonds -Maturity-08.03.2020 1,500 1,500 - 15.23 - 15.23
138 138 - 7.18 - 7.18
Maturity-28.04.2020
400 400 - 20.82 - 20.82
Maturity-10.04.2020
(Consolidated)

` in crores

Non Non
Current Current
13% Religare Finvest Limited-
100 100 - 10.00 - 10.00
Maturity-30.05.2017
14% Religare Enterprise Limited-
250 375 - 25.56 - 38.33
Maturity-30.06.2017
Zero Coupon Bonds
Rural Electrification Corporation Ltd NCD
@ 13578 maturity ` 30000 per bond- 37,000 37,000 - 50.24 - 50.24
Maturity-15.12.2020
49.79 252.52 - 315.08
- (1.11) - (0.88)
amortisation
Market value Current ` 50.54 crores
and Non Current ` 255.80 crores
49.79 251.41 - 314.20
(previous year Current ` Nil and Non
Current `318.73 crores)
8.91% L&T Finance Limited-
150 150 15.00 - - 15.00
Maturity-15.04.2016
15.00 - - 15.00
Maturity Value Current ` 15 crores
and Non Current ` Nil (previous year
15.00 - - 15.00
crores)
Zero Coupon Bonds
National Bank For Agriculture and Rural
Development
Bhavishya Nirman Bonds @ 8182 each-
Maturity- 01.08.2017(38000)/01.10.201
7(12200)
A 10 Year Zero Coupon Bond of NABARD-
50,200 50,200 - 41.07 - 41.07
Maturity ` 20000 per bond
Maturity Value Non Current ` 100.40
crores (previous year Non Current ` - 41.07 - 41.07
100.40 crores)
Total Investment in debentures / bonds 64.79 292.48 - 370.27
Investment in Mutual Funds 181
Debt fund
FMP Series 64-3 Years Plan I Cumulative - 10,000,000 - - 10.00 -
FMP Series 71-366 Days Plan C Direct
17,500,000 17,500,000 17.50 - - 17.50
Plan Cumulative
FMP Series 73-391 Days Plan G Direct
- 16,000,000 - - 16.00 -
Plan Cumulative
Fixed Term Plan-Series JY (1099 days)-
15,000,000 15,000,000 15.00 - - 15.00
Gr.-Direct
Fixed Term Plan-Series KO (399 days)-
- 25,000,000 - - 25.00 -
Gr.-Direct

` in crores

Non Non
Current Current
IDFC Mutual Fund
Yearly Series Interval Fund Regular
- 25,000,000 - - 25.00 -
Plan-Series I-Growth
Yearly Series Interval Fund Direct Plan-
- 25,000,000 - - 25.00 -
Series II-Growth
Fixed Term Plan Series 86 Direct Plan-
- 20,000,000 - - 20.00 -
Growth
Annual Interval Fund -Series I-Direct
22,822,076 22,822,076 30.00 - 30.00 -
Fixed Horizon Fund -XXII-Series
- 5,000,000 - - 5.00 -
34-Growth Plan
20,000,000 20,000,000 20.00 - 20.00 -
Growth Plan
20,000,000 20,000,000 20.00 - 20.00 -
Growth Plan
Fixed Horizon Fund -XXIV-Series
22,500,000 22,500,000 22.50 - - 22.50
25-Direct Plan-Growth Plan
40,000,000 40,000,000 40.00 - - 40.00
20,000,000 20,000,000 20.00 - - 20.00
- 25,000,000 - - 25.00 -
Fixed Horizon Fund -XXVII-Series
20,000,000 20,000,000 - 20.00 - 20.00
Fixed Horizon Fund -XXX-Series 4-Direct
30,000,000 - - 30.00 - -
Growth Plan
Religare Mutual Fund
Fixed Maturity Plan Series XIV-Plan F
13,500,000 13,500,000 - 13.50 - 13.50
(1098 Days)-Direct Plan
15,000,000 - - 15.00 - -
Sub Plan Growth
FMP-Sr.26-Plan C (1098 Days)-Direct
10,000,000 - - 10.00 - -
Sub Plan Growth
10,000,000 - - 10.00 - -
Sub Plan Growth
182 L&T Mutual Fund
FMP Series 9- Plan D- Direct Growth 10,000,000 10,000,000 10.00 - - 10.00
FMP Series 10- Plan H- Direct Growth - 10,000,000 - - 10.00 -
FMP Series 10- Plan M- Direct Growth - 10,000,000 - - 10.00 -
FMP Series 10- Plan Q- Direct Growth - 25,000,000 - - 25.00 -
J P Morgan Mutual Fund
Fixed Maturtiy Plan Series 302 Growth - 10,000,000 - - 10.00 -
- 10,000,000 - - 10.00 -
Plan-Growth
4,547,935 20,000,000 - 4.55 20.00 -
Plan-Growth
SBI Mutual Fund
Debt Fund Series B-20(1100 Days) Direct
10,000,000 - - 10.00 - -
Plan-Growth
(Consolidated)
` in crores

Non Non
Current Current
HDFC Mutual Fund
FMP 1167 D January 2016(1) -Direct-
15,000,000 - - 15.00 - -
Growth-Series-35
Total Investment in Mutual Funds 195.00 128.05 306.00 158.50
crores and Non Current `136.56 crores
(previous year Current ` 346.01 crores
and Non Current `176.16 crores)
Total Long Term Investments 259.79 940.12 306.00 816.09
Other than Long Term Investments (At
lower of cost or fair value)
Non Trade
Quoted
9.20% Bank of Baroda RR Perpetual BD
50 50 - 5.15 - 5.15
09.10.2019
- 5.15 - 5.15
- (0.01) - (0.09)
amortisation
Market value Current ` Nil and Non
Current ` 5.14 crores (previous year
- 5.14 - 5.06
crores)
Unquoted
Debt fund
Blended Plan B-Direct Plan-Growth
24,817,467 24,817,467 50.00 - 50.00 -
Option-I
Income Opportunities Fund-Direct Plan-
19,387,735 - 40.00 - - -
Growth Option
Dynamic Bond Fund- Retail- Growth 76,684,191 90,522,800 139.20 - 164.32 -
Floating Rate-Short Term Plan -Direct
46,942,186 46,942,186 94.85 - 94.85 -
Growth Plan
183
Corporate Bond Fund-Direct Growth Plan 53,163,841 32,000,000 57.00 - 32.00 -
Regular Savings Fund -Debt Plan -Direct
75,987,841 - 156.25 - - -
Medium Term Fund -Direct Growth Plan-
15,950,540 - 50.00 - - -
Growth Option
L&T Mutual Fund
Floating Rate Fund Direct Plan-Growth 14,422,938 14,422,938 16.67 - 16.67 -
Income Opportunities Fund Direct Plan-
58,823,714 28,271,410 90.00 - 40.00 -
Growth
Triple Ace Bond Fund-Bonus-Original 5,363,713 5,363,713 6.67 - 6.67 -
BNP Paribas Mutual Fund
MediumTerm Income Fund Direct Plan
25,000,000 25,000,000 25.00 - 25.00 -
Growth


` in crores

Non Non
Current Current
Short Term Floating Rate Fund-Direct
Plan Bonus(Formerly Treasury Fund- 9,238,367 9,238,367 9.19 - 9.19 -
Investment-Direct Plan Bonus)
Short Maturity Fund Direct Plan-Annual
4,614,440 4,614,440 6.67 - 6.67 -
Bonus
Ultra Short Term Fund-Direct Plan-
8,868,007 8,868,007 8.83 - 8.83 -
Annual Bonus
Low Duration Fund Direct Plan-Annual
Bonus (Formerly Cash Opportunities 10,389,886 10,389,886 10.17 - 10.17 -
Fund-Direct Plan-Annual Bonus)
Arbitrage Fund-Direct Plan-Growth - 19,761,318 - - 20.08 -
SBI Mutual Fund
Dual Advantage Fund -Series VII- Direct-
15,000,000 15,000,000 15.00 - 15.00 -
Growth
Dual Advantage Fund -Series VIII- Direct-
25,000,000 25,000,000 25.00 - 25.00 -
Growth
Dual Advantage Fund -Series XII- Direct-
15,000,000 - 15.00 - - -
Growth
IDFC Mutual Fund
Corporate Bond Fund Direct Plan-Growth 49,986,503 - 50.00 - - -
Kotak Mutual Fund
Treasury Advantage Fund-Direct Plan-
82,437,852 - 200.00 - - -
Growth
Flexible Income-Direct Plan -Growth 49,519 112,284 1.23 - 2.78 -
Money Manager Fund-Growth Plan-
- 646,368 - - 80.12 -
Growth Option
Money Manager Fund-Direct Plan
4,980 23,151 0.91 - 4.24 -
Growth Option
Money Manager Fund-Direct Growth
1,890,316 - 380.25 - - -
Plan Growth Plan Option
184 Credit Opportunities Fund Direct Plan-
296,856 312,215 48.43 - 50.00 -
Growth
Short Term Fund-Direct Plan Growth 673,848 - 135.00 - - -
Medium Term Bond Fund-Direct Plan
332,394 - 50.00 - - -
Growth
Bank Debt Fund-Direct Plan Growth 387,669 - 50.00 - - -
Taurus Mutual Fund
Ultra Short Term Bond Fund Direct Plan-
271,558 - 50.00 - - -
Growth
crores (previous year Current ` 794.56 1,781.32 - 661.59 -
crores)
Equity fund
(Consolidated)

` in crores

Non Non
Current Current
L&T Mutual Fund
Business Cycles Fund Direct Growth 3,000,000 3,000,000 3.00 - 3.00 -
Arbitrage Fund-Direct Plan-Growth 66,883,563 - 70.08 - - -
Arbitrage Fund -Direct Plan -Dividend 77,316,797 - 100.00 - - -
Repurchase Price Current `180.54
crores (previous year Current `3.73 173.08 - 3.00 -
crores)
Liquid fund
Escorts Mutual Fund
Liquid Direct Plan-Growth 8,815,873 8,815,873 16.51 - 16.51 -
Sundaram Mutual Fund
Money Fund-Direct Plan-Growth 42,076,461 - 134.25 - - -
Liquid Direct plan-Growth 4,462,450 2,415,432 100.00 - 50.00 -
Cash Plus-Growth-Direct Plan 2,283,813 12,985,185 55.50 - 290.60 -
Liquidity Fund- Direct Growth Plan
1,846,199 1,559,790 420.40 - 327.20 -
Growth Option
Taurus Mutual Fund
Liquid Fund-Direct Plan-Super
- 330,345 - - 50.00 -
Institutional Growth
IDFC Mutual Fund
Cash Fund -Growth-(Direct Plan) 970,501 734,163 178.50 - 124.75 -
L&T Mutual Fund
Liquid Fund Direct Plan-Growth 192,780 208,656 40.00 - 40.00 -
Axis Mutual Fund
Liquid Fund-Direct Plan-Growth 237,171 1,794,407 39.80 - 277.70 -
Kotak Mutual Fund
Liquid Scheme Plan A-Direct Plan- 185
- 352,834 - - 100.00 -
Growth
Religare Invesco Mutual Fund
Liquid Fund-Direct Plan Growth 240,103 - 50.00 - - -
Principal Mutual Fund
Cash Management Fund-Direct Plan-
- 367,952 - - 50.00 -
Growth
crores (previous year Current ` 1,034.96 - 1,326.76 -
1333.33 crores)
Total Investment in Mutual Funds 2,989.36 - 1,991.35 -
Total Other than Long Term
2,989.36 5.14 1,991.35 5.06
Investments
3,249.15 945.26 2,297.35 821.15


` in crores
Book Market Book Market
Aggregate value of
value value value value
Quoted investments -Non Current(Repurchase Price/Market Value/Maturity
426.79 486.06 534.80 615.33
Value)
Quoted investments-Current(Repurchase Price/Market Value/Maturity Value) 259.79 303.23 306.00 346.01
Unquoted investments-Non Current (Repurchase Price/Maturity Value/Cost) 674.63 519.59 437.41 287.32
Unquoted investments-Current (Repurchase Price/Maturity Value/Cost) 2,989.36 3,164.44 1,991.35 2,131.62
diminution/amortisation-Non Current (156.16) - (151.06) -
diminution/amortisation-Current - - - -
4,194.41 4,473.32 3,118.50 3,380.28
Note No. 15 - Long - term loans and advances

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Capital advances 342.19 212.40
Security Deposits 23.38 18.57
Loans to employees 26.70 30.09
Advance income tax 227.73 85.19

- Excise duty 43.78 45.84
- VAT/ sales tax 209.87 255.72
Total 876.39 648.27
Note No. 16 - Other non -current assets

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Accruals
Total 73.68 60.19
186 Note No. 17 - Inventories*

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Raw materials and components 376.23 513.44
Goods in transit of raw materials and components 13.57 38.25
Finished goods
Goods in transit of two wheelers 11.27 2.76
Stores and spares 75.53 64.23
Loose tools 19.73 18.40
Total 761.99 861.39
* Lower of cost and net realisable value.

(Consolidated)
Note No. 18 - Trade receivables

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Outstanding for a period exceeding six months from the date they were due for
payment
Unsecured, considered good 4.56 12.09
Unsecured considered doubtful 14.13 11.10
19.58 26.43
Less: Provision for doubtful trade receivables 14.13 11.10
5.45 15.33
(b) Others
Unsecured, considered good 1,252.19 1,333.05
Total 1,282.08 1,371.82
Note No. 19 - Cash and cash equivalents

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Cash on hand 0.16 0.18
(b) Balances with banks
In current accounts 47.21 65.02
In deposit accounts* 56.83 89.30
In dividend current accounts (Earmarked accounts) 74.89 61.28
Total 179.09 215.78
* Balance with banks include deposits amounting to ` 30.50 crores (previous year ` 28.19 crores) which have an original maturity of more than
12 months and now maturing during the year.
* The Company had placed fixed deposits aggregating ` 25.00 crores with Dena Bank on February 18 2014. Subsequent thereto, it was brought to
the notice of the Company that money had been fraudulently withdrawn by pledging fictitious copies of such fixed deposit receipts with concern
bank. The Company has filed a recovery suit which is pending in honourable Delhi High Court against the bank. In the interim the Bank has
renewed the deposits for a period (along with interest earned thereon) aggregating ` 29.52 crores (previous year ` 27.28 crores).
Note No. 20 - Short - term loans and advances

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
Unsecured, considered good 187
Security deposits 1.97 0.65
Loans and advances to employees 23.21 23.86
- CENVAT/ Service tax credit 135.16 283.73
- VAT/ sales tax 222.40 117.92
- Excise duty -current account 1.65 0.38
- Export incentive receivables 10.95 21.90
Others
- Advance to vendors 98.03 91.98
- Others 5.53 4.09
Total 535.12 573.41

Note No. 21 - Other current assets

` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Accruals
Other accruals 13.47 11.33
Total 79.48 59.97
Note No. 22 - Revenue From Operations

` in crores
Particulars
March 31, 2016 March 31, 2015
(a) Sale of products
Two wheelers 27,869.50 26,742.19
Spare parts 2,564.79 2,278.79
30,434.29 29,020.98
28,176.08 27,303.33
(b) Income from services
Dealers support services 26.55 25.81
Goodlife program for customers 55.30 60.99
Services - others 117.58 80.60
199.43 167.40
(c) Other operating revenue
Duty drawback and other incentives 22.18 24.51
Miscellaneous income 2.75 12.01
238.22 67.30
437.65 234.70
Total 28,613.73 27,538.03
Note No. 23 - Other Income

` in crores
Particulars
March 31, 2016 March 31, 2015
(a) Interest income
Intercorporate deposits - 1.85
188 Current - Non trade investments 0.55 1.29
Long term - Non trade investments 40.99 49.08
Others 124.24 97.79
(b) Dividend income
Current investments - Non trade 7.06 1.50
Long term investments - Non trade 0.12 0.06
(c) Net gain on sale of non trade *
Current investments 167.14 240.97
Long term investments 38.01 79.57
(d) Other Non operating Income
Total 389.08 492.11
* After adjusting loss on sale of current investments aggregating ` 0.03 crores (previous year `0.21 crores).
(Consolidated)
Note No. 24 - Cost of materials consumed

` in crores
Particulars
March 31, 2016 March 31, 2015
Raw materials and components consumed:
Opening stock 551.69 445.86
Add: Purchase of raw materials and components 19,283.44 19,988.10
19,835.13 20,433.96
Less: closing stock 389.80 551.69
19,445.33 19,882.27
Less: - Sale of components to ancillaries on cost to cost basis 1.76 1.09
19,443.57 19,881.18
Less: Cash discount 59.64 61.56
Consumption of raw materials and components 19,383.93 19,819.62
Less: Scrap sales 25.98 29.22
Net consumption 19,357.95 19,790.40
Materials consumed comprises:
Steel sheets 30.55 30.55
Components 19,413.02 19,850.63
Total 19,443.57 19,881.18
Note No. 25 - Changes in inventory of finished goods and work-in-progress

` in crores
Particulars
March 31, 2016 March 31, 2015
(a) Opening stock
227.07 147.10
Less: Excise duty on opening stock 19.15 14.28
Net opening stock 207.92 132.82
(b) Closing stock
276.93 227.07
Less: Excise duty on closing stock 24.21 19.15
Net closing stock 252.72 207.92
Net (increase)/ decrease (44.80) (75.10)
189

Note No. 26 - Employee benefits expenses

` in crores
Particulars
March 31, 2016 March 31, 2015
Employee benefits expenses (Refer (i) & (ii) below)
(i) Salaries and wages 1,191.23 1,030.57
(ii) Contribution to provident and other funds 78.79 80.99
(iii) Employee Stock Compensation Cost 0.93 0.67
(iv) Gratuity Expense 0.05 0.04
(v) Staff welfare expenses 72.06 66.45
Total 1,343.06 1,178.72
(i) Defined contribution and other plans
Employer's contribution to provident fund 44.05 38.34
Employer's contribution to superannuation fund 17.95 16.60
Employer's contribution to Gratuity fund 13.61 23.72
Employer's contribution to ESIC 3.18 2.33
Total 78.79 80.99
(ii) Defined benefit plans

In accordance with the Payment of Gratuity Act 1972, Company provides for gratuity, as defined benefit plan. The gratuity plan
provides for a lumpsum payment to the employees at the time of separation from the service on completion of vested period of
employment i.e. five years. The liability of gratuity plan is provided based on actuarial valuation as at the end of each financial
year based on which the Company contributes the ascertained liability to Life Insurance Corporation of India by whom the plan
assets are maintained.
` in crores
Funded Unfunded
For the year ended For the year ended For the year ended For the year ended
i. Change in benefit obligation
Present value of obligation at the beginning
148.48 120.54 0.17 0.13
of the year
Current Service Cost 9.98 8.26 0.05 0.04
Interest Expenses 11.57 10.30 0.01 0.01
Actuarial (Gain) / Loss 4.84 14.86 (0.01) (0.01)
Benefits Paid (7.54) (5.48) - -
Present value of obligation at the end of the year 167.33 148.48 0.22 0.17
ii. Fair value of Plan Assets
Fair value of plan assets at the beginning of
148.48 120.54 - -
the year
Expected return on scheme assets 13.60 11.07 - -
Contributions by the Company 13.61 23.72 - -
190 Benefits Paid (7.54) (5.48) - -
Actuarial Gain / (Loss) (0.82) (1.37) - -
Fair value of plan assets at the end of the year 167.33 148.48 - -
iii. Return on Plan Assets
Expected return on plan assets 13.60 11.07 - -
Actuarial Gain / (Loss) (0.82) (1.37) - -
Actual return on plan assets 12.78 9.70 - -
iv. Amount recognised in the Balance Sheet
Present value of defined benefit obligation 167.33 148.48 - -
Fair value of Plan Assets 167.33 148.48 - -
Net liability/(asset) recognised in the balance
- - - -
sheet
(Consolidated)
` in crores
Funded Unfunded
For the year ended For the year ended For the year ended For the year ended
v. Expenses recognised in the statement of
profit and loss
Current service costs 9.98 8.26 0.05 0.04
Interest expense 11.57 10.30 0.01 0.01
Expected return on plan assets (13.60) (11.07) - -
Net actuarial (gain)/loss recognized during
5.66 16.23 (0.01) (0.01)
the year
Expenditure recognized in statement of Profit
13.61 23.72 0.05 0.04
and Loss
vi. Balance Sheet reconciliation
Net liability/(asset) at the beginning of the year - - 0.17 0.13
Expenses as above 13.61 23.72 0.05 0.04
Contribution paid (13.61) (23.72) - -
Net liability/(asset) at the end of the year - - 0.22 0.17
The actuarial calculations used to estimate defined benefit commitments and expenses are based on the following assumptions, which if
changed, would affect the defined benefit commitment’s size, funding requirements and expense.
vii. Principal Actuarial assumptions for Gratuity

and leave benefits
Rate for discounting liabilities 7.90% p.a. 8.00% p.a. 8.00% p.a. 7.75% p.a.
6.00% p.a. for first 6.00% p.a. for first
Expected salary increase rate three years and 5% four years and 5% 5.50% p.a. 5.25% p.a.
thereafter thereafter
Expected return on scheme assets 9.40% p.a. 9.40% p.a. - -
Upto 30 years: 3% Upto 30 years: 3% Upto 30 years: 3% Upto 30 years: 3%
From 31 to 44 From 31 to 44 From 31 to 44 From 31 to 44
Withdrawal Rate
years:2% years:2% years:2% years:2%
After 44 years: 1% After 44 years: 1% After 44 years: 1% After 44 years: 1%
India assured Lives India assured Lives India assured Lives India assured Lives
Mortality table used Mortality (2006-08) Mortality (2006-08) Mortality (2006-08) Mortality (2006-08)
(modified) Ult. (modified) Ult. (modified) Ult. (modified) Ult.
Experience adjustments 2015-16 2014-15 2013-14 2012-13 2011-12

Gratuity
Present value of Defined benefit plan 167.33 148.48 120.54 109.55 89.95
Fair value of plan assets 167.33 148.48 120.54 109.55 89.95
Experience (gain) /loss adjustments on plan
3.63 13.31 7.51 4.08 15.28
liabilities
Experience (gain) /loss adjustments on plan
0.82 1.37 0.52 1.30 0.10 191
assets
The estimates of future salary increases, considered in the actuarial valuation, take into account inflation, seniority, promotion
and other relevant factors such as supply and demand in the employment market.
The Company makes annual contribution to Life Insurance Corporation (LIC). As LIC does not disclose the composition of its
portfolio investments, accordingly break-down of plan assets by investment type has not been disclosed.

Note No. 27 - Finance costs

` in crores
Particulars
March 31, 2016 March 31, 2015
Interest expenses
On dealers security deposits 1.97 1.85
On borrowings 6.73 0.61
On others 3.17 9.24
Total 11.87 11.70
Note No. 28 - Other expenses

` in crores
Particulars
March 31, 2016 March 31, 2015
Stores and tools consumed 103.12 106.96
Packing, forwarding, freight etc. 866.58 855.68
Power and fuel 122.20 158.49
Rent 34.21 22.50
Lease rent 28.10 23.17
Repairs and maintenance
- Buildings 18.16 15.92
- Plant and machinery 78.65 70.32
- Others 66.60 52.53
Insurance charges 48.08 48.61
Rates and taxes 223.62 190.28
Royalty 78.89 121.41
Advertisement and publicity 733.22 678.71
Donations# 1.64 10.91
Expenditure on corporate social responsibility 65.00 2.37
Provision for diminution/amortization in value of investments
- Long term non trade investment 0.52 0.72
Miscellaneous expenses 1,069.55 753.27
Total 3,575.27 3,147.28
# Includes ` 0.10 crore to political parties All India Congress committee (previous year ` 8.00 crores contributed to Satya Electoral Trust).
Note No. 29 - Earnings per equity share*

192 Particulars Unit
March 31, 2016 March 31, 2015
Earnings per equity share (EPS):
Net profit after tax after exceptional items ` in crores 3,093.78 2,364.70
Weighted average number of equity shares outstanding during the year Nos 199,687,528 199,687,500
Nominal Value of Equity Shares ` 2.00 2.00
Basic and diluted EPS - before exceptional item ` 154.93 125.66
Basic/ diluted EPS - after exceptional items ` 154.93 118.41
* Impact of ESOP is anti dilutive
(Consolidated)
Note No. 30 - Contingent Liabilities and Commitments (to the extent not provided for)
` in crores
As at As at
Particulars
March 31, 2016 March 31, 2015
(a) Contingent liabilities
(i) In respect of excise matters - 4.09
The above matters are subject to legal proceedings in the ordinary course of business.
The legal proceedings when ultimately concluded will not, in the opinion of the
management, have a material effect on the result of operations or the financial position
of the Group.
(b) Commitments
Estimated amount of contracts remaining to be executed on capital account and not
provided for (Net of advances paid amounting to ` 338.54 crores (previous year ` 181.30 694.50 822.13
crores))
Other commitments (Refer note below)
Total 694.50 826.22
The Group has other commitments for purchase /sales orders which are issued after considering requirements per operating
cycle for purchase /sale of goods and services, employees benefits including union agreement in normal course of business. The
Group does not have any long term commitments or material non-cancellable contractual commitments/ contracts, which have
a material impact on the financial statements.
Note No. 31 - As the Group’s business activity falls within a single primary business segment viz. “Two wheelers, its parts and
ancillary services” and is a single geographical segment, the disclosure requirements of Accounting Standard (AS-17) “Segment
Reporting” are not applicable.
Note No. 32 - Related party disclosures under Accounting Standard 18

a) Parties in respect of which the Group companies are an associate. {refer note no 3}
Brijmohan Lall Om Prakash (partnership firm)
Magneti Marelli S.p.A, Italy
Niloy Motors Limited, Bangladesh
Nitol Motors Limited, Bangladesh
Woven Holdings LLC (w.e.f March 29, 2016), United States
Velvet Management LLC (upto March 29, 2016) United States
b) Associate of the Company
Erik Buell Racing Inc. (refer note 37), United States
c) Key management personnel and their relatives
Mr. Brijmohan Lall Munjal - Chairman (Upto May 31, 2015 and thereafter as Director upto October 31, 2015)
Mr. Pawan Munjal - Chairman, (from June 1, 2015) Managing Director and CEO
Mr. Sunil Kant Munjal - Joint Managing Director
Mr. Suman Kant Munjal - Director 193
d) Enterprises over which key management personnel and their relatives are able to exercise significant influence:-
Brijmohan Lall & Associates, A.G. Industries Private Limited, Rockman Industries Limited, Cosmic Kitchen Private Limited,
Hero InvestCorp Limited, Hero Management Services Limited, Hero Cycles Limited, Hero Corporate Services Limited, Hero
Mindmine Institute Limited, Hero Solar Energy Private Limited and Raman Kant Munjal Foundation.

Transactions with related parties during the year

a) Parties in respect of which the Group companies are an associate
` in crores
Dividend paid*
Brijmohan Lall Om Prakash 360.06 588.85
Magneti Marelli S.p.A
Investment in Equity - 7.38
Purchase of Goods 0.08 0.13
Technical Knowhow 3.32 6.19
Services - 0.44
Expenses reimburse 1.26 -
Niloy Motors Limited**
Equity issues 16.32 11.35
Loans received 0.28 0.16
Loan repaid 0.33 -
Share application money 0.07 -
Nitol Motors Limited**
Loans received - 0.02
Loan repaid 0.02 -
Velvet Management LLC**
Loans received - 49.06
Woven Holdings LLC
Equity Investments 67.34 -
- Loans payable** 0.11 49.24
- Payable 4.15 0.50
*Exclude proposed final dividend
b) Associate of the Company
` in crores
Lease rental expenses 24.67 20.86
Dividend received 4.38 2.19
Dividend paid 0.01 0.01
Intercorporate deposits given - 295.00
Intercorporate deposits repaid - 515.00
Interest on Inter corporate deposits - 1.85
Investment in equity shares 197.19 167.90
Subvention of expenses- Paid 16.14 3.08
194 Security deposit received - 0.01
Rent received 0.05 0.01
Erik Buell Racing Inc.
Technical Consultancy and Sponsorship - 104.33
Provision towards value of investments - 140.79
- Payable 0.57 1.72
(Consolidated)
c) Key management personnel and their relative.
` in crores
Managerial Remuneration/Sitting fees
Mr. Brijmohan Lall Munjal 17.29 43.60
Mr. Pawan Munjal 56.96 44.24
Mr. Sunil Kant Munjal 54.11 42.26
Mr. Suman Kant Munjal 0.06 0.06
-Payables (including commission) 98.00 103.83
d) Enterprises over which key management personnel and their relatives are able to exercise significant influence.
` in crores
Purchase of raw materials and components etc. 2453.51 2346.06
Purchase of Assets 31.65 34.35
Payment towards services etc. 2.45 2.03
Expenses reimbursed - 4.34
Donation - 0.40
Balance outstanding as at the year end
- Receivable 0.15 1.01
- Payables 275.23 272.91
Significant related party transactions included in the above are as under:-
` in crores
Purchase of raw materials and components etc.
A .G. Industries Private Limited 560.89 707.75
Purchase of Assets
A.G. Industries Private Limited - 0.86
Hero Solar Energy Private Limited 10.61 11.73
Payment for services etc.
Hero Management Services 0.67 0.36
Hero Mindmine Institute Limited 1.78 1.67
Expenses reimbursed
Hero InvestCorp Limited - 4.34
Donation
Raman Kant Munjal Foundation - 0.40
195
Note No. 33 - The Group has entered into operating lease agreements for premises, motor vehicles, dies and data processing
machines. These lease arrangements are cancellable in nature and range between two to four years. The aggregate lease rentals
under these arrangements amounting to ` 43.64 crores (previous year ` 28.45 crores) have been charged under “Lease rentals”
and “Rent” in Note 28.
Future lease payments under operating leases non-cancellable in nature is as follows:

` in crores
Particulars This year Previous year
Payable not later than one year 16.51 16.50
Payable later than one year and not later than five years 12.61 27.23
Total 29.12 43.73

Note No. 34 - The Group’s borrowing facilities, comprising fund based and non-fund based limits from various bankers, are
secured by way of hypothecation of inventories, receivables, movable assets and other current assets.
Note No. 35 - Two wheeler sales are covered by a warranty period of two to five years. The details of provision for warranties
are as under:
` in crores
Provision at the beginning of the year 66.32 48.61
Additional provision made during the year 65.17 48.66
Amount utilised during the year 36.39 30.95
Provision as at the end of the year 95.10 66.32
Note No. 36 - Pre operative expenses

` in crores
Employee benefit expenses
Salaries and wages 0.32 0.62
Other expenses
Rent - 0.17
Miscellaneous expenses 0.58 0.58
0.90 1.37
Note No. 37 - In the previous year, Erik Buell Racing Inc. (EBR) (along with its subsidiary Erik Buell Racing, LLC), an associate of
HMCL (NA) Inc. a wholly owned subsidiary of the Company ceased their operations and entered into Assignment for the Benefit
of Creditors under Chapter 128 of the Wisconsin Statutes (“Chapter 128 Process”), which is a process similar to the bankruptcy
laws of U.S.A. The said filing has was occasioned by inability of EBR to honor outstanding creditors. Consequently the net worth of
HMCL (NA) Inc. got fully eroded. In view of the above, the Company in the previous year had made a provision of ` 144.73 crores
being the diminution in value of its investment held in HMCL (NA) Inc. under the head “Exceptional items” in the statement of profit
and loss in previous year.
Note No. 38 - Addition in share premium account represents premium @ ` 2157 per share amounting to ` 0.56 crores and `
0.31 crores transferred from share option outstanding account on 2588 equity shares issued and allotted during the year under
ESOP Scheme.
Note No. 39 - Corporate Social responsibility

` in crores
Particular This year Previous year
(a) Gross amount required to be spent 58.18 55.07
(b) Amount spent for the purposes other than construction/acquisition of assets in the
65.00 2.37
company.
196 (c) Details of contribution to the related party*
- Brijmohal Lall Munjal University 27.05 -
- Raman Munjal Vidya Mandir 7.50 -
* Related part pursuant to the key management personnel of the Company having significant influence.
(Consolidated)
Note No. 40 - Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated
Financial Statements to Schedule III to the Companies Act 2013:
Net Assets i.e. total asset less Share of Profit/ (Loss)

total liabilities
Name of the Entity As % of Amount As % of Amount
Consolidated (` in crores) Consolidated (` in crores)
Net Assets Profit or (Loss)
PARENT Hero MotoCorp Limited 91.86 7,354.76 100.71 3,115.73
Subsidiaries Indian
HMC MM Auto Limited 0.11 8.72 (0.29) (9.09)
Foreign
HMCL Netherlands BV - - (0.03) (0.89)
HMCL Colombia SAS 0.37 29.98 (1.70) (52.66)
HMCL Niloy Bangladesh Limited 0.43 34.41 (0.02) (0.47)
HMCL (NA) Inc. - 0.07 (0.01) (0.29)
HMCL Americas Inc. 0.26 21.09 (0.07) (2.12)
Minority Interests in all subsidiaries 0.67 53.62 0.13 4.11
Associates * Indian
Hero FinCorp Limited 6.30 503.65 1.28 39.46
Foreign
Erik Buell Racing Inc. - - -
Total 100.00 8,006.30 100.00 3,093.78
* Investments as per Equity method
Note No. 41 - Previous Year figures have been regrouped/ reclassified wherever necessary to correspond with the current
year classifications / disclosures.
197
For AOC-1
Statement pursuant to Section 129 (3) of the Companies Act, 2013 containing salient features of financial statements of
Subsidiaries and Associates
Part “A”: Subsidiaries

Particulars
HMCL Niloy
Name of the HMC MM Auto HMCL HMCL HMCL COLOMBIA
HMCL NA Inc 5 Bangladesh
Subsidiary Limited Americas Inc Netherlands BV SAS3
Limited3
Year ended Year ended Period ended Year ended Year ended Year ended
Reporting period
March 31, 2016 March 31, 2016 March 31, 2016 March 31, 2016 March 31, 2016 March 31, 2016
Reporting
INR INR USD INR USD INR USD INR COP4 INR BDT4
Currency
Exchange Rate 1.00 66.41 1.00 66.41 1.00 66.41 1.00 0.02207 1.00 0.8448 1.00
COP4
Reporting INR INR USD INR USD INR USD INR INR BDT4
Thousand
amounts in Crore Crore MN Crore MN Crore MN Crore Crore MN
MN
Share Capital 25.05 166.52 25.08 23.24 3.50 124.22 18.71 137.43 62.27 63.28 749.01
Reserve (12.92) (166.46) (25.07) (2.15) (0.32) (1.76) (0.27) (85.95) (38.94) (0.16) (1.88)
Total Assets 35.51 0.07 0.01 21.09 3.18 122.73 18.48 304.06 137.77 83.02 982.72
Total Liabilities2 35.51 0.07 0.01 21.09 3.18 122.73 18.48 304.06 137.77 83.02 982.72
Investment 2.14 - - - - 122.46 18.44 - - - -
Turnover6 0.69 - - 18.55 2.79 - - 138.29 62.66 1.74 20.65
Profit/(Loss)
(9.09) (0.29) (0.04) (2.15) (0.32) (0.91) (0.14) (62.50) (28.32) (0.48) (5.68)
Before Taxation
Provision for
- - - - - - - 0.04 0.02 0.01 0.06
Taxation
Profit/(Loss) after
(9.09) (0.29) (0.04) (2.15) (0.32) (0.91) (0.14) (62.54) (28.34) (0.49) (5.74)
Taxation
Proposed
- - - - - - - - - - -
Dividend
%age holding 60 100 100 100 51 55
Note
1 Financial information has been extracted from the standalone audited financial statements for the year/period ended March 31, 2016, and
have been translated at the exchange rate prevailing on March 31, 2016.
2 Total liabilities are inclusive of share capital and reserves.
3 HMCL Colombia SAS and HMCL Niloy Bangladesh Ltd are subsidiaries of HMCL Netherlands BV.
4 COP- Colombian Peso; BDT - Bangladesh Taka.
5 Investment made by HMCL NA Inc into Erik Buell Racing Inc , USD 25 million has been fully provided for, on account of bankruptcy filing
under chapter 128 of the Wisconsin Statutes.
6 Turnover includes other income and other operating revenue.
7 HMCL Niloy Bangladesh Limited is yet to commence operations.
198 8 There are no subsidiaries which have been liquidated or sold during the year.
(Consolidated)
Part “B”: Associates

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies
S. Erik Buell Racing

Name of Associates Hero FinCorp Limited
no. Inc. ***
Year ended Year ended
1 Latest audited Balance Sheet Date
March 31, 2016 December 31, 2013
2 Shares of Associate held by the company on the year end
No. 38,343,025 9686
Amount of Investment in Associates (` in crores) 421.56 ***
Extent of Holding % 48.42 49.20
Equity holding more Equity holding more
3 Description of how there is significant influence than 20% but less than than 20% but less than
50% 50%
4 Reason why the associate is not consolidated - -
Networth attributable to Shareholding as per latest audited Balance Sheet
5 503.65 ***
(` in crores)
6 Profit / (Loss) for the year*
i. Considered in Consolidation 39.46 -
ii. Not Considered in Consolidation** 42.04 -
* Profit/(Loss) include necessary adjustment on account of dividend distribution tax.

** Represent portion of Profit attributable to other shareholders.
*** Investment in Erik Buell Racing Inc , an associate of Company, of ` 150.09 crores (USD 25 million) has been fully provided for, on account of
bankruptcy filing under Chapter 128 of the Wisconsin Statutes. There are no other associate or joint venture which have been liquidated or
sold during the year.
For and on behalf of the Board of Directors
Pawan Munjal
DIN- 00004223
Pradeep Dinodia Ravi Sud

New Delhi Chairman- Audit Committee Sr. Vice President & CFO
May 5, 2016 DIN- 00027995
199
NOTES
Hero MotoCorp Ltd.
Registered Office
(CIN: L35911DL1984PLC017354)
34, Community Centre,
Basant Lok, Vasant Vihar,
New Delhi - 110 057, India
Tel.: 011-4604 4100, 2614 2451
Fax: 011-2614 3321, 2614 3198
www.heromotocorp.com

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HERO

HE WAS, AND REMAINS OUR

FOR OVER THREE DECADES, WE HAVE REACHING OUT TO NEW GEOGRAPHIES

VISION GLOBAL LEADERSHIP

Consolidated our leadership by clocking 1 million units in retail

Launched 'Splendor Pro' in its new avatar

Hosted the prestigious ‘Hero World Challenge’, along with the

Gained signiﬁcant traction in the 125cc

Won the best two-wheeler pavilion award at the CNB Auto

PRODUCT SALES TOTAL NET INCOME

0.01% Y-O-Y GROWTH 3.2% Y-O-Y GROWTH

PROFIT AFTER TAX (PAT) EARNINGS PER SHARE

31.3% Y-O-Y GROWTH 31.3% Y-O-Y GROWTH

ECONOMIC VALUE ADDED (EVA) DIVIDEND PER SHARE

DISTRIBUTION OF REVENUE, DISTRIBUTION OF REVENUE,

Particulars ` Crores % Particulars ` Crores %

KEY FINANCIAL RATIOS

PROFIT AFTER TAX (PAT) MARKET CAPITALISATION

31.3% Y-O-Y GROWTH 11.6% Y-O-Y GROWTH

GLORIOUS FIVE YEARS OF Our Centre of Innovation and

have been designed and developed generation technologies

DUET MAESTRO EDGE

GREEN TECHNOLOGIES AT CIT LABORATORIES, STUDIOS AND TESTING

OUR NEW R&D ECOSYSTEM IS

COUNTLESS IDEAS. HOURS OF RESEARCH, TESTING

Both these scooters offer multiple safety

AT HERO, OUR FOCUS IS ON CREATING

‘GREENOVATION’ AUTO EXPO AWARDS FOR EXCELLENCE 2016'.

XF3R Providing a glimpse into the future of Hero’s

DUET E Duet E is an electric scooter concept

The scooter is created in keeping with the smart mobility

With the commencement of operations at the manufacturing

PRESIDENT OF COLOMBIA INAUGURATING HERO

BANGLADESH PLANT LATIN AMERICA

At present, we are catering to Bangladesh through exports.

Colombo Motor show: The event saw a footfall of over 40,000+

Istanbul Motor show: Five new models, Dash, Duet, Xtreme

SPLENDOR iSMART 110

PLEASURE ka Yarana’ further strengthened its XTREME SPORTS

SPLENDOR PRO – MILON KA

WE CARE Programmes on empowerment Programmes on using digital

HAMARI PARI AND EDUCATE TO EMPOWER [E2]

MAJOR HIGHLIGHTS, FY 2015-16

Beneﬁted 2,707 girls through Hero Distributed scholarships to eight

MAJOR HIGHLIGHTS, FY 2015-16

AWARDED FOR OUR EFFORTS

FIVE AWARDS AT WORLD CSR FIVE AWARDS AT GOLDEN GLOBE

Top 100 Most Impactful CSR

WE RECEIVED THE COVETED TIME INDIA

ECONOMIC VALUE ADDED (EVA)

Cost off Equity

Market Premium (%) 10 10 10 10 10 10 10 10 10

Add: Debt 132 78 66 1,491 995 281 - - -

China continued to unwind its prior

Oil prices responded to the weak

According to the International Monetary Successful rebalancing of China’s Latin America

India’s two-wheeler industry saw a Motorcycle sales declined marginally

Two-wheeler industry (exports)

The motorcycle segment witnessed a

Long-term growth drivers Consumption driven by ‘Choice’