Schaeffler India Ltd
Directors Reports
Dear Shareholders,
Your Directors are pleased to present the 60th Annual Report of the Company together
with the audited financial statements of the Company for the year ended December 31, 2022.
Financial Highlights
|
|
(Rs in million) |
Particulars |
2022 |
2021 |
Net revenue |
68,674 |
55,605 |
EBITDA 1 |
13,076 |
9,950 |
Less: Depreciation/Amortisation |
2,065 |
1,971 |
Less: Finance cost |
36 |
37 |
Add: Interest income |
645 |
489 |
Profit before exceptional items and tax |
11,620 |
8,431 |
Add : Exceptional items |
150 |
- |
Provision for tax |
2,978 |
2,140 |
Profit after tax |
8,792 |
6,291 |
1 Earnings before Interest, Tax, Depreciation and Amortisation
Financial and Operational Performance
Performance of the Company and State of Company's Affairs Your Company's Revenues
was Rs68,674.2 million in year 2022 (Year 2021: Rs55,605.1 million) which is higher by
23.5%.
Profit before tax (before exceptional items) was placed at Rs11,620.6 million (Year
2021: Rs8,431.4 million) representing a growth of 37.8%. Your Company recorded profit
after tax of Rs8,792.1 million (Year 2021: Rs6,291.2 million) which represent a growth of
39.8%.
Global Outlook
The year 2022 began with cautious optimism, as pandemic-related restrictions were
lifted globally and economic activities showed signs of gradual recovery. However, the
escalation of the Russia-Ukraine conflict resulted in a sharp increase in commodity
prices, exacerbating the already surging global inflation. China's Zero-COVID Policy led
to frequent lockdowns, low demand, and supply chain disruptions in Asia.
The IMF predicts a moderation in global growth to 2.7% in CY23, while global inflation
is expected to rise to 8.8% in CY22, before declining to 6.5% in CY23 and to 4.1% by CY24.
To restore price stability, monetary policy should remain consistent, while fiscal policy
should aim to mitigate the cost-of-living pressures while maintaining a sufficiently tight
stance in alignment with monetary policy. Structural reforms can further aid in the fight
against inflation by boosting productivity and easing supply constraints. Additionally,
multilateral cooperation is essential for accelerating the transition to green energy and
preventing fragmentation.
India Outlook
The Indian economy has demonstrated remarkable resilience and is poised to grow by 7%
in FY23, despite ongoing global challenges resulting from external factors such as
post-pandemic spillovers, supply chain disruptions caused by the Russia-Ukraine conflict,
and potential recessionary pressures facing developed economies. India continues to
maintain its position as the world's fastest-growing economy and is now the fifth-largest
economy globally, with strong population growth and gradual reform progress expected to
drive GDP growth to an average of 6.8% during FY24. This growth can be attributed to key
drivers such as digitalisation, decarbonisation, demographics, and deglobalisation.
However, several factors may impact India's sustained momentum, including inflation
challenges, aggressively tight monetary policies, and policy matters that are crucial in
effectively accelerating the growth curve. Nonetheless, India's remarkable progress and
potential for continued growth make it an attractive destination for investors and a
significant player in the global economy.
Share Capital Structure
There has been no increase/decrease in the Authorised Share Capital of your Company
during the year under review.
To encourage wider participation of investors and improve the liquidity of the Equity
Shares in the stock market, the Board of Directors and the Shareholders of the Company
approved the Sub-division/Stock split of 1 (One) Equity Share of face value of Rs10/-
(Rupees Ten Only) each in to 5 (Five) Equity Shares of face value of Rs2/- (Rupees Two
only) each with effect from the record date (February 9, 2022).
Alteration of Capital Clause' of Memorandum of Association Pursuant to the
Sub- division/Stock split of face value of equity shares of your Company, as mentioned
above, the Capital Clause of the Memorandum of Association of the Company was altered and
substituted with a new Clause V to reflect the corresponding changes in the Authorised
Share Capital.
Material Changes and Commitments and Change in Nature of Business
There have been no material changes and commitments affecting the financial position of
your Company from the end of the Financial Year 2022 up to the date of this report.
There has been no change in the nature of business of your Company.
Dividend and Transfer to Reserves
Your Company has a steady dividend payment history and considering the financial
performance of the year 2022, your Directors recommend dividend for the year ended
December 31, 2022 at the rate of Rs24/- per share of Rs2/- (2021: Rs16/- dividend per
share of Rs2/-) per equity share amounting to Rs3,751.3 million (2021: Rs2,500.8 million).
Considering sufficiency of balance, your Directors do not propose to transfer any amount
to General Reserves for the year under review.
The details of the Dividend for the Financial Years 2022 and 2021 are as follows:
Dividend |
2022 |
2021 |
Month and Year of Declaration |
April 2023 |
April 2022 |
Amount of Dividend Per |
24 |
16 |
Equity Share of Rs2 each (in Rs) 1 % of Dividend |
1,200 |
800 |
Total Dividend (Amt. in Rs million) |
3,751.3 |
2,500.8 |
1 Sub-division/Stock split of 1 (One) Equity Share of the Company of face value of Rs
10/- (Rupees Ten Only) each into 5 (Five) Equity Shares of the Company of face value of
Rs2/- (Rupees Two only) each.
Dividend Distribution Policy
Your Company has adopted the Dividend Distribution Policy to determine the distribution
of dividends in accordance with the provisions of applicable laws and has been uploaded on
the website at https://www.Schaeffler.co.in/
remotemedien/media/_shared_media_rwd/03_worldwide_1/
websites_worldwide/india_3/investorfirelations/corporate_
governance_1/codes_and_policies/Annexure_8b_Dividend_ Distribution_Policy.pdf.
The Dividend Distribution Policy also forms part of this Annual Report 2022.
Dividend Payout Ratio
To meet Shareholders' expectations and as a good governance practice, the Board of
Directors of your Company has approved the target dividend payout ratio of 30% to 50% of
the annual standalone profits after tax (PAT) as announced by the Company from time to
time, subject to the applicable rules and regulations and amended the Dividend
Distribution Policy accordingly.
Your Company has adopted a progressive Dividend Policy, intending to sustain or raise
the dividend each year, in conjunction with the financial performance and free cash profit
generation each year.
Corporate Governance
A separate section on Corporate Governance forms integral part of the Annual Report and
a compliance certificate from M/s. Samdani Kabra & Associates, Company Secretaries,
the Company's Secretarial Auditors confirming the compliance of conditions of Corporate
Governance is annexed thereto.
Management Discussion and Analysis
Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
Listing
Regulations'), detailed review of operations, performance and future outlook of the
Company is covered under Management Discussion & Analysis section of the Annual
Report.
Business Responsibility Sustainability Report
The Securities and Exchange Board of India (SEBI), through a notification dated May 5,
2021, made certain amendments to the Listing Regulations. One of the key changes is the
requirement to submit a Business Responsibility and Sustainability Report (BRSR) instead
of the existing Business Responsibility Report. The BRSR disclosure requirements are based
on the National Guidelines on responsible business conduct principles, which are divided
into two parts: essential Indicators (mandatory reporting) and leadership Indicators
(voluntary reporting).
In an effort to improve our governance disclosure and meet stakeholder expectations,
your company has decided to voluntarily publish the BRSR, including leadership indicators
to the extent available, from CY22. The report is included in this year's Integrated
Annual Report.
Board of Directors
Board's Composition and Independence
Board Composition
Your Company's Board consists of leaders and visionaries who provide strategic
direction and guidance to the Company. As on December 31, 2022, the Board comprised of 2
(Two) Executive Directors, 5 (Five) Non-Executive Independent Directors and 3 (Three)
Non-Executive Non-Independent Directors. At present, your Company has 7 (Seven)
Non-Executive Directors out of which 4 (Four) are Independent Directors. Pursuant to the
provision of Regulation 17(1)(a) of the SEBI Listing Regulations, the Board of Directors
of the top 1,000 listed entities are required to have at least one Independent Woman
Director. The Company has 3 (Three) Women Directors comprising of 2 (Two) Independent
Women Directors and 1 (One) Non-Executive Non-Independent Woman Director. Further, as per
the Regulation 17(1)(b) of the SEBI Listing Regulations, every listed company is required
to have at least one-third of its total strength of the Board of Directors as Independent
Directors where Chairperson is a Non-Executive Director. Your Company complies with these
requirements.
Independent Directors' Declaration
Definition of Independence' of Directors is derived from Regulation 16 of the
SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company has
received necessary declarations under Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the SEBI Listing Regulations, from the Independent Directors stating
that they meet the prescribed criteria for independence. All Independent Directors have
afirmed compliance to the code of conduct for Independent Directors as prescribed in
Schedule IV to the Companies Act, 2013. List of key skills, expertise and core
competencies of the Board forms part of this Annual Report.
Based on the declarations received from the Independent Directors, your Board of
Directors confirm the independence, integrity, expertise and experience (including the
proficiency) of the Independent Directors of the Company.
As per regulatory requirements, all the Independent Directors have registered their
names in the Independent Directors' Databank, pursuant to provisions of the Companies Act,
2013 and rules made thereunder. Further, they are exempted from the requirement of passing
the online proficiency self- assessment test.
Directors
In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms.
Corinna Schittenhelm [DIN: 09257159] and Mr. Andreas Schick [DIN: 09257160] will retire by
rotation at the ensuing Annual General Meeting (AGM') and being eligible offer
themselves for reappointment. Ms. Schittenhelm and Mr. Schick have confirmed their
eligibility and willingness to accept the office of the Director of your Company, if
confirmed by the Members at the ensuing AGM. In the opinion of your Directors, Ms.
Schittenhelm and Mr. Schick possess requisite qualifications and experience and therefore,
your Directors recommend that the proposed resolutions relating to the re-appointment of
Ms. Schittenhelm and Mr. Schick be passed with the requisite majority.
During the year under report, the Members of your Company in 59th Annual General
Meeting confirmed the appointment/ re-appointment as follows: a. Confirmation of
appointment of Ms. Corinna Schittenhelm [DIN: 09257159] as a Non-Executive Non-Independent
Director. b. Confirmation of appointment of Mr. Andreas Schick [DIN: 09257160] as a
Non-Executive Non-Independent Director. c. Reappointment of Mr. Satish Patel [DIN:
00690869], who was liable to retire by rotation and being eligible had offered himself for
re-appointment. d. Reappointment of Mr. Dharmesh Arora [DIN: 05350121], who was liable to
retire by rotation and being eligible had offered himself for re-appointment.
A brief resume of the Directors seeking appointment or reappointment at the ensuing
Annual General Meeting, nature of their expertise in specific functional areas and details
regarding the companies in which they hold Directorship, Membership/Chairmanship of
Committees of the Board is annexed to the Notice convening 60th Annual General Meeting of
the Company.
There is no inter-se relationship between the Directors.
In terms of the SEBI Listing Regulations, your Company conducts the Familiarisation
Program for Independent Directors about their roles, rights and responsibilities in your
Company, nature of the industry in which your Company operates, business model of your
Company etc., through various initiatives. The details of the same can be found at
https://www.Schaeffler.co.in/remotemedien/media/_shared_
media_rwd/03_worldwide_1/websites_worldwide/india_3/
investorfirelations/corporate_governance_1/Familiarisation_ Programs-2022.pdf.
Key Managerial Personnel (KMP)
Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013 read with Rule
8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
following persons are acting as Key Managerial Personnel (KMP) of the Company:
1. Managing Director & Chief Executive Officer: Mr. Harsha Kadam
2. Director-Finance & Chief Financial Officer: Mr. Satish Patel
3. Company Secretary: Mr. Ashish Tiwari
Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, no change occurred
in KMP during the year ended December 31, 2022.
Meetings of Board of Directors
During the year under review, 5 (Five) meetings of the Board of Directors were held in
compliance with the Companies Act, 2013 and SEBI Listing Regulations on
Quarter ended |
Date of Meeting |
1. December 2021 |
February 16, 2022 |
2. March 2022 |
April 26, 2022, May 23, 2022 |
3. June 2022 |
July 27, 2022 |
4. September 2022 |
October 18, 2022 |
The details of attendance of each Director at these meetings are provided in the
Corporate Governance Report.
Policy on Nomination and Remuneration
The Company's Policy on Nomination and Remuneration is framed with the objectives as
under:
1. To formulate criteria and advise the Board in matters of determining qualifications,
competencies, positive attributes and independence of Directors and policies relating to
their appointment and removal;
2. To review corporate goals and objectives, to set norms of performance evaluation and
to lay out remuneration principles for Directors, KMP and Senior Management linked to
their effort, performance and contribution towards achievement of organisational goals;
3. To evaluate performance and give recommendations to the Board on remuneration
payable to the Directors, KMP and Senior Management; and
4. To review and recommend to the Board measures to retain and motivate talent
including KMP and Senior Management Personnel with a view to ensuring long-term
sustainability and competitiveness of the organisation.
In addition to above, the Nomination and Remuneration Committee (NRC) may take up any
other matters related to talent management in general upon the advice of the Board.
Nomination and Appointment of Directors and Senior Management
Criteria and Qualification
A person to be appointed as Director, KMP or at Senior Management level should possess
adequate relevant qualification, expertise and experience for the position that he/she is
being considered. The NRC evaluates whether qualification, expertise and experience
possessed by a person is sufficient/satisfactory for the concerned position and makes
appropriate recommendations to the Board of Directors.
For appointment of new Director/Senior Managerial Personnel, a detailed profile of the
candidate is being circulated to NRC and Board for discussion and deliberation. The Board
independently evaluates the candidate, and if found suitable confirms the appointment.
Policy on Remuneration
1. The remuneration (including revisions) of Directors is recommended by NRC to the
Board for its approval. The remuneration (including revisions) of the Directors, so
recommended by NRC to the Board, should be within the limits specified under the Companies
Act, 2013 read with the Rules thereunder and as approved by the Shareholders of the
Company.
2. None of the Directors (including Independent Directors) shall be entitled to any
stock option of the Company.
3. The remuneration to be paid to KMP and Senior Management is recommended by NRC to
the Board for its approval.
The Nomination and Remuneration Policy of the Company is disclosed on the website at
https://www.Schaeffler.co.in/ remotemedien/media/_shared_media_rwd/03_worldwide_1/
websites_worldwide/india_3/investorfirelations/corporate_
governance_1/codes_and_policies/nomination_and_ remuneration_policy_Schaeffler_india.pdf.
Formal Annual Performance Evaluation
Your Company believes that systematic evaluation contributes significantly to improved
performance at 3 (Three) levels; Organisational, Board and Individual Board Member. It
encourages the leadership, teamwork, accountability, decision-making, communication and
efficiency of the Board. Evaluation also ensures teamwork by creating better understanding
of Board dynamics, Board-management relations and thinking as a group within the Board.
Methodology
The evaluation is done as per the process and criteria of annual performance evaluation
recommended by the NRC and approved by the Board of Directors. Separate evaluation
questionnaire for each category of evaluation viz. the Board, Committees of the Board and
Directors (including Executive Directors, Non-Executive Non-Independent Directors and
Non-Executive Independent Directors) have been prepared as per the process and criteria
approved by the Board.
Process
Separate sets of questions (questionnaire) for each of the evaluations i.e., for
evaluation of (a) Board; (b) Each of the Committees of the Board; (c) Independent
Director; (d) Non-Independent Director and (e) Chairman of the Board, are defined in the
Policy for Annual Performance Evaluation.
The questionnaire for each category of evaluation is circulated to all the Directors.
Each question has four rating options i.e., 1 to 4. 1 denotes Need Improvement', 2:
Fair', 3: Good' and 4: Excellent'.
The ratings of every question are averaged (averaged ratings') based on feedbacks
received from Director. Further, average of all averaged ratings' are considered as
the rating for a particular questionnaire. Based on the outcomes of questionnaire, the NRC
carries out evaluation of all the Directors including Independent Directors and the Board
carries out the evaluation of its own performance, each of the Committees and that of all
Directors.
For the year 2022, the Board has carried out an annual performance evaluation of its
own and that of each of the Committees and all Directors including the Chairman of the
Company. The NRC has also carried out evaluation of all the Directors including
Independent Directors.
Qualitative comments received during the Board evaluation were as follows:
The composition of Board of Directors provides for the right level of experience
and expertise to guide the_management team.
The visit of Board of Directors of the Company to Schaeffler HQ, Germany in 2022
and information shared during the said visit is highly_appreciated and add value to
performing ID roles.
Audit Committee (AC) Audit Committee comprise of highly qualified and
competent Members. The meetings are_well structured & conducted. Kudos to Chairperson.
There should be five AC meetings in a year._The special meeting - focusing on_RPT,
Internal audits and regulatory updates - be continued in the_future as well.
Stakeholders Relationship Committee (SRC) SRC appreciates the efforts of
the Secretarial team to ensure shareholders' satisfaction, minimum complaints particularly
during the split exercise.
Risk Management Committee (RMC) RMC is very diverse, comprised of very
competent Members including those_from the Company management. Kudos to Chairman for
bringing the RMC to a benchmark level._His deep involvement is commendable. RMC should
also review opportunities and not only risks._All the Committee Members should contribute
to discussions and constructively.
Independent Directors highly appreciates the time Mr. Klaus Rosenfeld, the CEO
of the Schaeffler Group, spends in briefing the Board of Directors of the Company about
Schaeffler Group in the frank and transparent manner.
Conclusion
The evaluation for the year 2022 of Directors, each of the Committees and that of the
Board have received ratings near excellent. The Board has taken note of the feedback
received from Directors to further improve the performance of the Directors, the Board
itself and Committees of the Board. NRC expressed its satisfaction to the overall process
of annual performance evaluation.
Meeting of Independent Directors
As per provisions of Schedule IV to the Companies Act, 2013, the Independent Directors
are required to hold at least one meeting in a financial year, without the attendance of
Non-independent Directors and members of management. During the financial year 2022, the
Independent Directors have held one separate meeting on November 24, 2022.
Audit Committee
As on December 31, 2022, the Audit Committee consists of 7 (Seven) Directors including
5 (Five) Independent Directors. Mrs. Renu Challu is the Chairperson of the Committee. The
other members of the Audit Committee were Mr. Avinash Gandhi, Mr. Arvind Balaji, Mr. Amit
Kalyani, Ms. Eranti V. Sumithasri, Mr. Andreas Schick and Mr. Satish Patel. The Committee
met 6 (Six) times during the year. The terms of reference of the Audit Committee, details
of meetings held during the year and attendance of members are disclosed in the Report on
Corporate Governance.
There was no instance where the recommendation by the Committee was not accepted by the
Board.
Whistle-Blower Policy/Vigil Mechanism
Your Company has a well-defined Whistle-Blower Policy' and established vigil
mechanism to provide for adequate safeguard against victimisation of Directors and
employees who use the mechanism. The mechanism also provides for direct access to the
Chairperson of Audit Committee in appropriate cases.
The Whistle-Blower/Vigil Mechanism Policy can be accessed on the Company's Website at
https://www.Schaeffler.co.in/ remotemedien/media/_shared_media_rwd/03_worldwide_1/
websites_worldwide/india_3/investorfirelations/corporate_
governance_1/codes_and_policies/Whistle_Blower_Policy_ India_2023.pdf.
Risk Management
Your Company has established comprehensive Risk Management System to ensure that risks
to the Company's continued existence as a going concern and to its development are
identified and addressed on timely basis. Report on Risk Management forms an integral part
of this Annual Report.
Constitution of Risk Management Committee
The Board of Directors of the Company has constituted the Risk Management Committee
which comprises of 5 (Five) Directors and 2 (Two) Senior Management employees of the
Company. Mr. Dharmesh Arora is the Chairman of the Committee. The other members of the
Committee are
Ms. Eranti V. Sumithasri, Mr. Andreas Schick, Mr. Harsha Kadam, Mr. Satish Patel, Mr.
Sameer Mathur (Chief Operating Officer) and Mr. Santanu Ghoshal (Head of Human Resources).
Auditors
Statutory Auditors
The Statutory Auditors, M/s. Walker Chandiok & Co. LLP, Chartered Accountants,
(Firm Registration Number: 001076N/ N500013) were appointed as Statutory Auditors of the
Company at the 58th Annual General Meeting (AGM') of the Company held on April 27,
2021 for a period of 5 (Five) consecutive years from the conclusion of the 58th AGM till
the conclusion of the 63rd AGM of the Company.
The Audit Committee annually reviews and monitors the performance, independence of the
Statutory Auditors and effectiveness of audit process.
There is no qualification, reservation, adverse remark or disclaimer by the Statutory
Auditors in their Report.
The observations made in the Auditor's Report, read together with relevant notes
thereon, are self-explanatory and hence do not call for any comments.
Reporting of Fraud
The Auditor of the Company have not reported any instances of fraud against the Company
by its officers or employees as specified under Section 143(12) of the Companies Act,
2013.
Secretarial Auditors
M/s. Samdani Kabra & Associates, a firm of Company
Secretaries in Practice was appointed as Secretarial Auditors' to carry out
Secretarial Audit of the Company. In terms of provisions of Section 204 of the Companies
Act, 2013, and in terms of regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with SEBI's circular CIR/CFD/CMD1/27/2019 dated
February 8, 2019, a Secretarial Audit Report has been annexed to this Report. (Annexure -
A)
Secretarial auditors' observation(s) in secretarial audit report and directors'
explanation thereto Pursuant to provisions of Section 135(6) of the Companies Act,
2013, any amount remaining unspent under Sub-section (5), pursuant to ongoing project(s),
shall be transferred by the Company within a period of thirty days from the end of the
financial year to a Special account to be opened by Company in that behalf for that
financial year in any Scheduled Bank to be called the Unspent Corporate Social
Responsibility Account'. We report that the unspent amount relating to ongoing project(s)
was transferred by the Company with a delay of 14 (fourteen) days. As informed to us due
to COVID-19 situation prevailing at that time, the aforesaid account could not get opened
within prescribed time, hence there was a delay in transfer of unspent amount to a special
account.
Directors' explanation:
Pursuant to provisions of Section 135(6) of the Companies Act, 2013, any amount
remaining unspent under Sub-section (5), pursuant to ongoing project, shall be transferred
by the Company within a period of thirty days from the end of the financial year to a
Special Unspent Corporate Social Responsibility Account'. The Company had initiated
the process to open the Special Bank account in due course, though due to COVID-19
situation, the account could not get opened within the prescribed time and therefore, the
unspent amount relating to ongoing Project(s) was transferred to a Special Bank account,
on February 14, 2022 i.e. with an unintentional delay of 14 days.
Cost Records and Cost Audit
Maintenance of Cost Records
The Company is required to maintain cost records under Companies (Cost Records and
Audit) Rules, 2014. Accordingly, cost records have been maintained by the Company.
Cost Audit
M/s. Y. S. Thakar & Co., Cost Accountants, as Cost Auditors were appointed to
conduct the audit of the cost records of the Company for the financial year ended December
31, 2022. Based upon the declaration on their eligibility, consent and terms of
engagement, your Directors have reappointed M/s. Y. S. Thakar & Co., Cost Accountants
to conduct Audit of Cost records for the financial year 2023.
As required under the provisions of the Companies Act, 2013, the remuneration of Cost
Auditors as approved by the Board of Directors is subject to ratification by the
Shareholders at the ensuing Annual General Meeting.
Corporate Social Responsibility (CSR)
Being a responsible Corporate Citizen, your Company is committed in fulfilling its
social responsibilities. Guided by the prevailing regulatory requirements, the Company has
constituted a Corporate Social Responsibility (CSR) Committee' and framed a Policy
on CSR. The policy is available on the website of the Company at https://www.
Schaeffler.co.in/remotemedien/media/_shared_media_
rwd/03_worldwide_1/websites_worldwide/india_3/investor_
relations/corporate_governance_1/codes_and_policies/ Annexure_14_-_CSR_Policy.pdf.
Your Company was required to make CSR expenditure of Rs118.3 million i.e., 2% of the
Average Net Profits of your Company made during 3 (Three) immediately preceding financial
years. Your Company CSR expenditure was Rs107.3 million and Rs11 million was transferred
to Unspent CSR Bank Account on January 20, 2023 for the ongoing CSR projects to be spent
in the next 3 (three) years. A summary of CSR Policy together with details of CSR
activities undertaken by the Company during the year 2022 have been covered in the Annual
Report on CSR activities, which is annexed to this Report. (Annexure - B)
Contracts and Arrangements with Related Parties
During the year, all the transactions with the Related Parties have been carried out in
normal course of business and based upon well set principles of arm's length.
Prior omnibus approval of the Audit Committee is obtained for the transactions which
are of a foreseeable and repetitive nature. The details of all transactions executed with
Related
Parties are placed before the Audit Committee on a quarterly basis for its review or
ratification as the case may be and are also placed before the Board for its information.
The Related Party Transaction Policy of the Company is available on the website of the
Company at https://www. Schaeffler.co.in/remotemedien/media/_shared_media_
rwd/03_worldwide_1/websites_worldwide/india_3/investor_
relations/corporate_governance_1/codes_and_policies/
Amended_RPT_Policy_SIL_01-04-2022pdf.pdf.
A separate Report containing details of Material Related Party Transactions carried out
during the year is annexed to this Report in prescribed form AOC-2. (Annexure C)
Particulars of Employees and Related Disclosures
The disclosures pertaining to remuneration and other details of employees as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been
annexed to this report. (Annexure D)
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014 have been annexed to this report.
(Annexure E)
Annual Return
As per provisions of Section 92(3) of the Companies Act, 2013, a copy of draft Annual
Return of the Company for the financial year 2022 in the prescribed form MGT-7 has been
placed on the website of the Company at https://www.Schaeffler.co.in/en/
investor-relations/shareholders-information/annual-return/.
Particulars of Loans, Investments, Guarantees and Securities
The particulars of loans and investments have been disclosed in notes to the Financial
Statements. The Company did not give any guarantee or provide any security in connection
with any loan and did not acquire any securities during the financial year.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
Your Company has in place a Policy against Sexual Harassment for Women at workplace in
line with the requirement of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Policy is available on the website of the
Company at https://www. Schaeffler.co.in/remotemedien/media/_shared_media_
rwd/03_worldwide_1/websites_worldwide/india_3/investor_
relations/corporate_governance_1/codes_and_policies/ policy_against_sexual_harrasment.pdf.
Internal Complaints Committee (ICC) has been constituted to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary and
trainees) are covered under this policy.
Status of complaints during the year 2022
There were 0 complaints pending at the beginning of the year 2022 and the Company
received 1 complaint during the year 2022, which was resolved in January 2023.
Directors' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your
Directors hereby state that: (a) In preparation of the annual accounts, the applicable
Indian Accounting Standards (Ind AS) have been followed and there are no material
departures from the same; (b) The accounting policies have been selected and these have
been applied consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of the Company as at
December 31, 2022 and of the profit of the Company for that period; (c) Proper and
sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities; (d) Annual
accounts of the Company have been prepared on a going concern' basis; (e) Internal
financial controls have been laid down and being followed by the Company and that such
internal financial controls are adequate and were operating effectively; and (f) Proper
systems to ensure compliance with the provisions of all applicable laws have been devised
and that such systems are adequate and were operating effectively.
Adequacy of Internal Financial Controls
The Board of your Company has laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and operating
effectively. Your Company has also implemented FACTS (Financial Accounting and Controlling
Tools) project for integrating accounting and controlling system. The Risk Management
framework recognises the Internal Financial Controls as an integral part of its framework
and has policies and procedures for addressing the financial reporting risks and ensures
orderly and efficient conduct of its business, including adherence to the Company's
policies, safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and timely preparation of
reliable financial disclosures.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the Audit Committee, the Board is of the opinion that during the financial year ended
December 31, 2022 had sound internal financial controls.
These controls placed by the Company commensurate with the nature and size of the
business operations and are adequate and operating effectively with no material weakness.
The key internal financial controls and compliance systems have been documented,
automated wherever possible and embedded in the respective business processes.
Compliance of Secretarial Standards
Your Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2).
Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Act, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules') as amended, all
unpaid or unclaimed dividends which were required to be transferred by the Company to the
IEPF were transferred to IEPF Authority.
The Company has also transferred shares in respect of which dividend amount remained
unpaid/unclaimed for a consecutive period of 7 (Seven) years or more to IEPF Authority
within stipulated time.
The details of unpaid/unclaimed dividend and the shares transferred to IEPF Authority
are available on the Company's website at https://www.Schaeffler.co.in/content.Schaeffler.
co.in/en/ investor-relations/shareholders-information/ unclaimed-
unpaid-dividend/index.jsp.
Deposit
During the year, the Company has not accepted any deposits under the Companies Act,
2013.
Subsidiaries, Joint Ventures and Associates
The Company does not have any Subsidiary Company, Joint Venture or Associate Companies
as defined in the Companies Act, 2013.
Orders Passed by the Regulators or the Courts or the Tribunals
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company and its operations.
Acknowledgements
Your Directors express their gratitude for the continued cooperation and support
extended by Schaeffler Group, all the Shareholders, Customers, Suppliers, Distributors,
Bankers and all Stakeholders. Your Directors also place on record their appreciation for
the employees for their dedication, hard work and efforts.
|
For and on behalf of the Board |
|
Ms. E. V. Sumithasri |
|
Chairperson |
Mumbai: February 16, 2023 |
DIN: 07087197 |