Annual Report: 2023
GKN's 38th Annual Report Summary:
Notice and Ordinary Business: The 38th Annual General Meeting of GKN Driveline (India) Limited will be held on September 27, 2023. The ordinary business includes considering and adopting the audited financial statements for the year ended March 31, 2023, re-appointing Mr. Madan Singh Sisodia and Mr. Anthony Bell as directors, and confirming the interim dividend of INR 69 per share as the final dividend for FY 2022-23.
Special Business: Special resolutions involve revisions in remuneration for Mr. Sanjay Katyal, Mr. Madan Singh Sisodia, and Mr. Rajeev Dogra, all Executive Directors. These resolutions outline revised remuneration packages effective April 1, 2023, including basic salaries, perquisites, allowances, and retirement benefits. The resolutions also cover performance-linked bonuses and clauses for remuneration in case of losses or inadequate profits. Members' approval is sought for the Board to alter or modify these terms. Ms. Rajni Sekhri Sibal is proposed for appointment as an Independent Director. Ms. Luna Bose Roy Chowdhury is proposed for appointment as Executive Director with a revision in remuneration.
Other Notes from the Notice: A member entitled to vote can appoint a proxy, with the proxy instrument to be deposited 48 hours before the meeting. Joint holders will have voting rights based on the order of names. A person can act as proxy for a maximum of fifty members holding no more than ten percent of the share capital. Corporate members must send certified copies of board resolutions authorizing their representatives. Members should notify the Company of any postal address changes. An explanatory statement relating to Special Business is included. All documents are open for inspection at the Registered Office, excluding Sundays and Holidays, until the AGM date. Permanent Account Number (PAN) submission is mandated by SEBI. Electronic copies of the Annual Report and AGM Notice are being sent to members with registered email IDs. Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Directors' Report: The Directors present their 38th Board Report. The company's top-line showed a growth of 15.44% when current year is compared with previous year mainly due to increase in market demand and new business wins. Last year had been a challenging year with industry recovering from Covid and global supply chain concerns. The profit before interest, tax and depreciation (EBITDA) is INR 1484.60 Mn (15.08%) as compared to INR 1373.06 Mn (16.10%) in previous year. The Board declared an interim dividend of INR 69 per equity share (690%) for the year 2022-23, to be considered as final dividend. M/s. Deloitte Haskins & Sells LLP, Gurugram are the Statutory auditors of the Company. The company posted foreign currency inflows of INR 566.39 Mn. Capital commitments stood at INR 113.18 Mn. The company is planning on cost rationalization through headcount optimization, fixed cost rationalization, implementation of green energy projects, product localization. Your company is also expected to win some new businesses from existing and potential customers.
Conservation of Energy: The Company initiated various steps for conserving electricity with details provided for FAR, DHA, PUN, KAD, ORA.
Technology Absorption: The company absorbs technology from GKN group, which is being done through a Technical Collaboration Agreement.
Automotive Industry and Outlook: The report details the state of the Indian Automotive Industry in FY 2023, referencing SIAM data. Cumulative sales totalled 21,204,162 units, a 20% year-on-year growth. Details are given for Passenger Vehicles, Commercial Vehicles, Three-wheelers and Two-wheelers.
Human Resources: The HR strategy focuses on partnering with the business for organizational effectiveness, improving employee experience, focusing on talent acquisition, and emphasizing equity, diversity, and inclusion. The HR strategy focuses on driving a performance-driven environment where innovation is encouraged, performance is recognized, and employees are enabled and empowered to optimize their performance and potential.
Corporate Social Responsibility (CSR): The Company continued to contribute for betterment of the society, spending time and money on CSR projects, including infrastructure development for orphanages and old age homes, RO plant installations, school construction/renovation, and solar lights installations. Total CSR spend during FY 2022-23 was INR 17.86 Mn. GKN has a three-tier governance structure is responsible for implementing CSR activities including the CSR Committee of the Board, Central CSR Team, and Operational CSR Teams located at respective plant sites
Loans, Guarantees, and Investments: The Company has given a loan of INR 150 Mn to GKN Automotive Bengaluru Private Limited and sold shares of ARS Energy P Limited for INR 0.61 Mn.
Directors' Responsibility Statement: The Directors confirm adherence to accounting standards, selection of prudent accounting policies, maintenance of adequate records, preparation of accounts on a going concern basis, and proper systems for compliance.
Legal and Governance: The company maintains fair, transparent and ethical governance. There was one case reported of alleged discrimination against employees based upon language and ethnicity. GKN contacted the caller and requested further information. No further information was provided hence the complaint was closed.
Remuneration Policy and Board Structure: The report details the board's composition, structure, and the details of key committee meetings. The Board comprises of Mr. Anthony Bell, Mr. Sanjay Katyal, Mr. Madan Singh Sisodia, Mr. Jonathon Colin Fyfe Crawford, Mr. Matthew Richard Nozemack, Mr, Rajeev Dogra, Ms. Lunna Bose Roy Chowdhury as Executive Director and Mr. Bharat Dev Singh Kanwar, Ms. Monica Widhani, Ms. Rajni Sekhri Sibal as Independent Director as on March 31, 2023.
Financial Highlights:
Auditors Report Based on the audit procedures performed, nothing has come to our notice that has caused us to believe that the representations contain any material misstatement The financials have been prepared in accordance with accounting standards and the Directors are responsible for its true and fair view. However, the auditors found some records did not have proper backup in server located India.
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