Schaeffler India Ltd
Directors Reports
Dear Shareholders,
Your Directors are pleased to present the 61st Annual Report
of the Company together with the audited financial statements (Standalone &
Consolidated) of the Company for the year ended December 31, 2023.
Standalone Financial
Highlights |
|
|
|
( ` in million) |
Particulars |
2023 |
2022 |
Net revenue |
72,261 |
68,674 |
| EBITDA1 |
13,528 |
13,076 |
| Less: Depreciation/Amortisation |
2,191 |
2,065 |
| Less: Finance cost |
42 |
36 |
| Add: Interest income |
989 |
645 |
Profit before exceptional items and tax |
12,284 |
11,620 |
| (Less)/Add : Exceptional items |
(47) |
150 |
| Provision for tax |
3,147 |
2,978 |
Profit after tax |
9,090 |
8,792 |
Financial and Operational Performance
Performance of the Company and State of Company's Affairs
Your Company's Revenues was `72,261 million in year 2023 (Year
2022: `68,674 million) which is higher by 5.2%. Profit before tax (before exceptional
items) was `12,284 million (Year 2022: `11,620 million) representing a growth of 5.7%.
Your Company recorded profit after tax of `9,090 million (Year 2022: ` 8,792 million)
which represent a growth of 3.4%.
Global Outlook
The year 2023 started with what appeared as bleak prospects for the
global economy with expectations of recession in the developed world following the war
created inflationary pressures and subsequent monetary tightening by the global central
banks. While the political situation in the middle east and market upheavals in China
should have further exacerbated the situation, the global economy remained comparatively
strong and continued to surprise on upside. With reduced risk of recession, and the IMF
expects the global economy to grow by 3.2% in 2024. Advanced economies are expected to see
growth decline slightly in 2024 before rising in 2025, with a recovery in the euro area
from low growth in 2023 and a moderation of growth in the United States. Emerging market
and developing economies are expected to experience stable growth through 2024 and
2025, with regional differences. There is still room for more positive
surprises in global economy, but caution remains on a few persistent risks. Potential
challenges to global growth include sticky inflation, geopolitical uncertainties including
the red sea crisis where freight and insurance premiums have gone up significantly and
shipments volume has reduced could make the recovery sticky.
India Outlook
India continued its strong growth trajectory during the year. As per
the advanced estimates released by NSO (National Statistical Organization) Indian economy
is expected to grow by 7.3% for fiscal 2024. RBI also raised the growth estimate from the
earlier 6.5% to 7% for the same period given the robustness observed in the industry
sector. Strong collections of goods and services taxes, increasing automobile sales,
consumer confidence, and double-digit credit growth indicate that demand for urban
consumption is still strong. Growing manufacturing and services PMIs contribute to the
evidence of strong economic momentum on the supply side. Although private industrial
capital spending has been sluggish, this is anticipated to change as a result of the
continuous benefits of supply chain diversification and investor reaction to the
government's plan to support important manufacturing industries. An improving picture
for private investment is seen as a result of increasing capacity utilization, strong loan
growth, and positive sentiment.
Higher-than-anticipated commodity prices, adverse weather conditions
and an increase in inflation, though not expected, are some of the factors which may
impact India's momentum. However, despite these challenges, India is expected remain
among the fastest growing economies globally in the next decade attributed to key drivers
of digitalization, decarbonization, demographics and deglobalization.
Share Capital Structure
There has been no increase/decrease in the Authorised Share Capital of
your Company during the year under review.
Alteration of ‘Capital Clause' of Memorandum of Association
During the year under review, there was no alteration of ‘Capital Clause' of
Memorandum of Association of the Company.
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 2023 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 2023, your Directors recommend dividend for the year
ended December 31, 2023 at the rate of `26/- per share of face value `2/- (2022:24/-
dividend per share of face value `2/-) per equity share amounting to `4,063.9 million
(2022: `3,751.3 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 2023 and 2022 are
as follows:
Dividend |
2023 |
20221 |
| Month and Year of Declaration |
April 2024 |
April 2023 |
| Amount of Dividend Per Equity |
26 |
24 |
Share of `2 each (in `) % of
Dividend |
1,300 |
1,200 |
| Total Dividend (Amt. in ` million) |
4,063.9 |
3,751.3 |
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/en/investor-relations/corporate-governance/codes-and-policies/.
The Dividend Distribution Policy also forms part of this Integrated
Annual Report 2023.
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
Integrated 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 and Sustainability Report
The Securities and Exchange Board of India (SEBI), througha
notification dated May 5, 2021, made certain amendments to the Listing Regulations. One of
the key changes is the requirement to submit Business Responsibility and Sustainability
Report (BRSR) instead of the existing Business Responsibility Report.
BRSR is a performance-based disclosure on 9 (nine) defined principles
of the ‘National Guidelines on Responsible Business Conduct', which are intended
towards having quantitative and standardized disclosures on ESG parameters. It enables
comparability across companies and sectors. This will enable the investors for better
investment decision making. Also, companies are benefited by showcasing their ESG
performance in more structured way.
The SEBI, vide its circular dated May 10, 2021, made Business
Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000 listed
companies (by market capitalization) from FY2023. The Company has prepared Business
Responsibility and Sustainability Report (BRSR) for FY2023 in accordance with the format
as prescribed in the SEBI Circular. The Company would also like to report that your
Company has voluntarily published the BRSR, including leadership indicators in the
Integrated Annual Report 2022.
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, 2023, the Board comprised of 2 (Two) Executive
Directors, 4 (Four) Non-Executive Independent Directors and 3 (Three) Non-Executive
Non-Independent
Directors. As on the date of this Report, 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 affirmed 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 Integrated 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, Dharmesh Arora [DIN: 05350121] will retire by rotation at the ensuing Annual General
Meeting (‘AGM') and being eligible offer himself for reappointment. Dharmesh
Arora has confirmed his 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, Dharmesh Arora possess requisite qualifications and experience and therefore,
your Directors recommend that the proposed resolution relating to the re-appointment of
Dharmesh Arora be passed with the requisite majority.
During the year under report, the Members of your Company in 60th
Annual General Meeting confirmed the appointment/ re-appointment as follows:
a. Re-appointment of Corinna Schittenhelm [DIN: 09257159] as a
Non-Executive Non-Independent Director.
b. Re-appointment of Andreas Schick [DIN: 09257160] as a Non-Executive
Non- Independent Director.
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/en/investor-relations/
corporate-governance/independent-directors/.
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: Harsha Kadam
2. Director-Finance & Chief Financial Officer: Hardevi Vazirani
(Appointed as Whole-time Director, designated as Director-Finance) for a period of five
years with effect from February 13, 2024 and Chief Financial Officer of the Company.
1 Satish Patel superannuated on February 12, 2024, and ceased to be the
Director-Finance & CFO of the Company after the business hours of February 12, 2024.
3. Company Secretary: 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, 2023.
Meetings of Board of Directors
During the year under review, 6 (Six) 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 2022 |
February 16, 2023 |
| 2. March 2023 |
April 18, 2023 |
| 3. June 2023 |
July 7, 2023, July 26, 2023 & |
|
August 28, 2023 |
| 4. September 2023 |
October 27, 2023 |
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 of Directors
and Senior Management 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
succession planning and remuneration payable to the Directors, KMP, Senior Management, and
critical direct reportees to Senior Management as may be determined from time to time 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 organization.
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. 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/
en/investor-relations/corporate-governance/codes-and-policies/.
Formal Annual Performance Evaluation
Your Company believes that systematic performance evaluation of the
Board, Committees, and the Directors contributes significantly to improve performance at 3
(Three) levels; Organisational, Board and Individual Board Member.
The Annual Performance Evaluation encourages the leadership, teamwork,
accountability, decision-making, communication and efficiency of the Board. It also
ensures teamwork by creating better understanding of Board dynamics &
Board-management.
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) Chairperson 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 the Directors. 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 2023, the Board has carried out an annual performance
evaluation of its own and that of each of the Committees and all Directors including the
Chairperson 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:
• Corporate governance emphasis was discussed and appreciated.
• The role played by India management team and majority
shareholders was well appreciated.
• Directors are keen to guide and monitor growth of KRSV
Innovative Auto Solutions Private Limited.
• Identity of Schae_er India is evolving over time. The Board and
its contribution over the years has also transformed significantly.
• The management team of Schae_er India was appreciated.
• High ROCE of Schae_er India share price was noted.
• Company presence in IC and EV segments was well appreciated.
Conclusion
The evaluation for the year 2023 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 2023, the Independent Directors have held one
separate meeting on October 27, 2023.
Audit Committee
As on December 31, 2023, the Audit Committee consists of 6 (Six)
Directors including 4 (Four) Independent Directors. Renu Challu is the Chairperson of the
Committee. The other members of the Audit Committee were Arvind Balaji,
Amit Kalyani, Eranti V. Sumithasri, Andreas Schick and 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. As on the date of this report, Satish
Patel superannuated effective from February 12, 2024 and ceased to be the member of Audit
Committee. Hardevi Vazirani was appointed as Director-Finance and CFO and was also
inducted as a Member of the Audit Committee effective from February 13, 2024.
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/
en/investor-relations/corporate-governance/codes-and-policies/.
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.
Risk Management Committee
As on December 31, 2023, the Risk Management Committee comprises of 5
(Five) Directors and 2 (Two) Senior Management employees of the Company. Dharmesh Arora is
the Chairperson of the Committee. The other members of the Committee were Eranti V.
Sumithasri, Andreas Schick, Harsha Kadam, Satish Patel, Sameer Mathur (Chief Operating
Officer) and Santanu Ghoshal (Head of Human Resources). As on the date of this report,
Satish Patel superannuated effective from February 12, 2024 and ceased to be the member of
Risk Management Committee. Hardevi Vazirani was appointed as Director-Finance and CFO and
was also inducted as a Member of the Risk Management Committee effective from February 13,
2024. Further, Mr. Jens Sch?ler was appointed as Non Executive Non Independent Director
effective from January 1, 2024, and was also inducted as a Member of the Risk Management
Committee effective from January 29, 2024.
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 the 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)
There is no qualification, reservation, adverse remark or disclaimer by
the Secretarial Auditors in their Secretarial Audit Report.
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, 2023. 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 2024.
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/en/investor-relations/corporate-governance/codes-and-policies/.
Your Company's CSR expenditure was ` 160.2 million i.e. 2% of the
Average Net Profits of your Company made during three immediately preceding financial
years. A summary of CSR Policy together with details of CSR activities undertaken by the
Company during the year 2023 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 the 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/en/investor-relations/corporate-governance/codes-and-policies/.
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 2023 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. During the year the Company acquired 100%
shareholding of KRSV Innovative Auto Solutions Private Limited ("Koovers") and
acquisition transaction has been completed on September 8, 2023.
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 of 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/en/investor-relations/corporate-governance/codes-and-policies/.
Internal Complaints Committee (ICC) is in place to redress
complaints received regarding sexual harassment. The Company is committed to provide
protection against sexual harassment of women at workplace (including employee or any
other women visiting worksite for any other purpose).
Status of complaints during the year 2023
There was 1 (One) complaint pending at the beginning of the year 2023,
which was resolved in January 2023. The Company received 1 (One) complaint during the year
2023, which is under investigation.
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,
2023 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. The Risk Management framework recognizes 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, 2023 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 the 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/en/investor-relations/shareholders-information/unclaimed-unpaid-dividend/.
Deposit
During the year, the Company has not accepted any deposits under the
Companies Act, 2013.
Subsidiaries, Joint Ventures and Associates
During the year the Company acquired 100% shareholding of KRSV
Innovative Auto Solutions Private Limited ("Koovers") and the acquisition
transaction has been completed on September 8, 2023.
The Company does not have any other 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.
Forand on behalf of the Board
E. V. Sumithasri
Chairperson
DIN: 07087197
  Â