GKN Driveline India Limited Unlisted Shares

Annual Report Summary

GKN Driveline (India) Limited 36th Annual Report 2020-21 Summary:

This document is the 36th Annual Report for GKN Driveline (India) Limited for the financial year 2020-2021. The 36th Annual General Meeting is scheduled for September 29, 2021, at the registered office in Faridabad, Haryana.

Key Business Matters at the Annual General Meeting (AGM):

• Adoption of Audited Financial Statements: To consider and adopt the audited financial statements for the year ended March 31, 2021, along with reports from the Board of Directors and Auditors.
• Re-appointment of Director: To re-appoint Mr. Madan Singh Sisodia who retires by rotation.
• Final Dividend: To confirm the interim dividend of INR 62 per share as the final dividend for FY 2020-2021.
• Appointment of Auditors: To appoint Deloitte Haskins & Sells LLP as statutory auditors and fix their remuneration.
• Revision in Remuneration: To approve revisions in the remuneration of Mr. Sanjay Katyal (Managing Director), Mr. Madan Singh Sisodia (Executive Director), and Mr. Rajeev Dogra (Executive Director).

Special Resolutions:

The AGM includes special resolutions to approve revisions in the remuneration of key managerial personnel (KMPs) and specifies components such as basic salary, perquisites, allowances, and retirement benefits. It also covers potential performance-linked bonuses/incentives. Specific remuneration details and terms are provided for Mr. Sanjay Katyal, Mr. Madan Singh Sisodia, and Mr. Rajeev Dogra, including their salaries, house rent allowance, medical reimbursement, leave travel concession, car and telephone provisions, provident fund, superannuation, gratuity, and furnishing allowances. In case of losses or inadequate profits, the directors would continue to receive remuneration as per Schedule V of the Companies Act, 2013.

Remote E-Voting Information:

Instructions for members on how to participate in remote e-voting, including access to the NSDL e-Voting system and alternative login methods through depositories (NSDL and CDSL) and depository participants. It specifies the voting period (September 26-28, 2021) and cut-off date for determining eligibility (September 22, 2021).

Financial Performance and State of Affairs:

• The Company's top-line showed a degrowth of 29.43% due to the COVID-19 lockdown in 2020.
• Export sales remained largely the same with negligible decline.
• EBITDA was better than the previous year due to the write-back of provision for interest and penalty on Income tax and lower supplier provisions.

Corporate Social Responsibility (CSR):

The company's CSR activities focused on COVID-19 support activities, including donations of masks, sanitizer, oxymeters, CCU monitors, and oxygen cylinders. Total amount spent on CSR activities during the FY 2020-21 was INR 19.30 Mn.

Director's Responsibility Statement:

Confirms that in the preparation of the annual accounts, the applicable accounting standards have been followed; that the directors had selected such accounting policies and applied them consistently; that the directors had taken proper and sufficient care for the maintenance of adequate accounting records; and that the directors had prepared the annual accounts on a going concern basis.

Other Key Points:

• The document details the efforts of GKN Driveline (India) Limited to ensure environmental conservation, including various initiatives at different plant locations.
• Human resources initiatives focused on organizational effectiveness, employee engagement, talent management, and employee relations.
• The report outlines technology absorption, adaptation, and innovation efforts, particularly in product development and import substitution.
• The Board of Directors consists of key personnel with their designations and committee memberships.
• Details relating to loans, guarantees or investments made by the company are provided.
• The company adheres to the principles of Corporate Governance and has the Secretarial Audit done.
• There are some penalties and punishment/compounding of offenses
• The company has followed the applicable accounting standarts and provides the audited financial statements, signed by the board of directors and auditors.