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Schaeffler India Ltd

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BSE Code : 505790 | NSE Symbol : SCHAEFFLER | ISIN : INE513A01022 | Industry : Bearings |


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

   


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