GKN Driveline India Limited Unlisted Shares

Annual Report Summary

GKN Driveline (India) Limited - 37th Annual Report Summary (2021-22)

The 37th Annual General Meeting will be held on September 29, 2022, at the registered office in Faridabad, Haryana.

Ordinary Business:

• Adoption of Audited Financial Statements for the year ending March 31, 2022
• Re-appointment of Mr. Anthony Bell as director, who is retiring.
• Confirmation of an interim dividend of INR 62 per share as final dividend for FY 2021-2022.

Special Business:

• Re-appointment and revision in remuneration of Mr. Sanjay Katyal, Managing Director. His basic salary will be Rs. 40,13,160 per annum, plus benefits like HRA (Rs. 24,07,896 p.a.), medical reimbursement (Rs. 15,000 p.a.), LTC, telephone expenses (Rs. 64,000 p.a.), provident fund (Rs. 4,81,584 p.a.), superannuation (Rs. 6,01,980 p.a.), and other allowances. Bonus as INR 12,82,192 for 2021 performance.
• Revision in remuneration of Mr. Madan Singh Sisodia, Executive Director. His basic salary will be Rs. 44,97,340 per annum, plus benefits like HRA (Rs. 26,98,404 p.a.), medical reimbursement (Rs. 15,000 p.a.), LTC, telephone expenses (Rs. 64,000 p.a.), provident fund (Rs. 5,39,676 p.a.), superannuation (Rs. 6,74,604 p.a.), and other allowances. Bonus as INR 16,13,345 for 2021 performance.
• Revision in remuneration of Mr. Rajeev Dogra, Executive Director. His basic salary will be Rs. 36,17,600 per annum, plus benefits like HRA (Rs. 21,70,560 p.a.), medical reimbursement (Rs. 15,000 p.a.), LTC, telephone expenses (Rs. 64,000 p.a.), provident fund (Rs. 4,34,112 p.a.), superannuation (Rs. 5,42,640 p.a.), and other allowances. Bonus as INR 11,11,536 for 2021 performance.
• Appointment of Mr. Bharat Dev Singh Kanwar as Independent Director for a term of 2 years starting April 1, 2022, with a sitting fee of INR 75,000 per meeting (max INR 10 lakhs p.a.).
• Consolidated approval for payment of Managerial remuneration for FY 2021-22.

E-Voting Information:

• Remote e-voting is available from September 26-28, 2022.
• Shareholders holding securities in demat mode can vote through their demat accounts.

Additional Information:

• Shareholders who haven't encashed past dividends should contact the Company/RTA.
• Dividend income is taxable for Shareholders w.e.f. April 1, 2020, and the Company is required to deduct tax at source.

Board of Directors Details:

• Chairman & Non-Executive Director: Mr. Anthony Bell
• Managing Director: Mr. Sanjay Katyal
• Executive Directors: Mr. Madan Singh Sisodia, Mr. Rajeev Dogra
• Non-Executive Directors: Mr. Jonathon Colin Fyfe Crawford, Mr. Matthew Richard Nozemack
• Independent Director: Ms. Monica Widhani, Mr. Subramaniam Ramaswamy (upto 31 March, 2022), Ms. Bharat Dev Singh Kanwar (w.e.f 1 April, 2022)

Financial Highlights: (All figures in Million INR)

| Item | Apr 1, 2021 to Mar 31, 2022 | Apr 1, 2020 to Mar 31, 2021 | | :----------------------------------------------------------- | :--------------------------- | :--------------------------- | | Revenue from Operations | 8528.29 | 6643.93 | | Profit before Tax, Interest and Depreciation (EBITDA) | 1373.07 | 1201.02 | | Profit before Tax (PBT) | 889.48 | 709.65 | | Net Profit | 656.57 | 565.24 |

• Revenue growth of 28.36% from the previous year.
• Focus on maintaining harmonious industrial relations and people safety, adapting to market changes.
• The Board declared an interim dividend of INR 62 per share, which shall be considered as final dividend for FY 2021-22.

Foreign Exchange:

• Foreign currency outflow: USD 7.64 Mn, EUR 4.53 Mn, GBP 1.03 Mn, JPY 27.44 Mn
• Foreign currency inflow: USD 8.31 Mn

Energy Conservation:

• Various steps were taken to conserve electricity including replacement of energy-efficient motors, installation of inverter-type air conditioners, solar power plant, and compressed air leakage control.

Technology Absorption:

• The company maintains interaction with GKN Group internationally.

Automotive Industry Outlook:

• Passenger vehicle sales grew by 13.2%.
• The exports showed an increasing trend due to the opening of international markets after COVID restrictions.

Human Resources:

• Focus on organization design, employee experience, talent management, diversity, and employee relations.

Corporate Social Responsibility:

• CSR activities focused on COVID-19 support, rural development, healthcare, education, environmental sustainability, etc. Total CSR spend for FY 2021-22 was INR 13.90 Mn.

Loans, Guarantees, or Investments:

• The company purchased shares of ARS Energy P Limited for INR 6 lacs to meet the condition of Private Power Purchase Agreement.

Secretarial Standards:

• Applicable Secretarial Standards were duly followed by the Company.

Director's Responsibility Statement:

• The Directors confirmed responsibility under Section 134 (3) and (5) the Companies Act, 2013.

Legal and Governance:

• GKN has a strong legacy of fair, transparent, and ethical governance.

Corporate Governance:

• Corporate Governance is modus operandi of governing a corporate entity which includes a set of systems, procedures, and practices which ensure that the Company is managed in the best interest of all corporate stakeholders.

Secretarial Audit:

• Secretarial Audit was carried out by M/s Ranjeet Pandey & Associates, Company Secretaries, and Secretarial Auditor of the Company for the financial year 2021-22.

Dividend Details:

• The company's policy in place governing the appointment and remuneration to Directors, KMPs and SMPs.

Board Structure:

• The Company's Board comprises of Mr. Anthony Bell - Chairman, Mr. Sanjay Katyal- Managing Director Mr. Madan Singh Sisodia - Executive Director, Mr. Jonathon Colin Fyfe Crawford and Mr. Matthew Richard Nozemack as Non-executive Director, Mr, Rajeev Dogra as Executive Director and Mr. Subramaniam Ramaswamy and Ms. Monica Widhani as Independent Directors as on March 31, 2022. Mr. Subramaniam Ramaswamy was Independent director till 31 March 2022 and Mr. Bharat Dev Singh Kanwar was appointed as Independent director w.e.f. 1st April 2022.

Audit and Risk Management Committee:

• The Audit & Risk Management Committee of the Board comprises of Ms. Monica Widhani (Chairperson wef 1st April 2020), Mr. Madan Singh Sisodia and Mr. Subramaniam Ramaswamy (Member wef 1st April 2020).

Remuneration Committee:

• The Committee comprises of Mr. Subramaniam Ramaswamy (Chairperson) Ms. Monica Widhani, Mr. Anthony Bell and Mr. Rajeev Dogra as Members.

Independent Directors' Meeting

• Independent Directors of the Company met separately on 26 February 2022 for FY 2021-2022 without the presence of Non-Independent Directors and members of management. In accordance with the Companies Act 2013 requirements.

Annexure A: Details of Research and Development (R&D):

• Areas of R&D: Product development (plunging and fixed joints, long stem tulips, new driveshaft for global and Indian OEMs), Localization effort, calibration of test rigs, test rigs programming sharing.
• Benefits: New business, improved customer response, cost reduction, increased export business, enhanced customer engineering relationship.

Annexure B: Details of employee remuneration. Includes name, designation, remuneration, nature of employment, qualifications, age, date of commencement of employment, last employment held and relation with Director.

Annexure C: Details of Corporate Social Responsibility:

• GKN Driveline (India) Ltd has five plants. Two plants are in Haryana, one in Maharashtra one in Tamilnadu and one in Gujarat. Focus Areas: Drinking water, sanitation, education, healthcare, livelihood opportunities and environment protection.

Annexure D: Secretarial Audit Report Annexure E: Details of the remuneration Policy and other Best practices: Annexure F: Board and committee meetings statement by directors.