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ZF Commercial Vehicle Control Systems India Ltd.

BSE: 533023 | NSE: ZFCVINDIA |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE342J01019 | SECTOR: Auto Ancillaries - Others

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Annual Report

For Year :
2022 2021 2019 2018 2017 2016 2015 2014 2013

Director’s Report

The directors have pleasure in presenting the 18th annual report and the audited (Standalone & Consolidated) financial statements for the financial year ended 31st March 2022.

1. FINANCIAL HIGHLIGHTS

$ in lakhs

Standalone Consolidated*

Particulars Year ended 31.03.2022

Year ended Year ended 31.03.2021 31.03.2022

Revenue from Operations

254,335.39

186,350.01

254,335.39

Other Income

3,752.92

3,888.86

3,752.92

Total Income

258,088.31

190,238.87

258,088.31

Profit before interest depreciation and tax

29,007.64

24,465.64

29,007.64

Finance Costs

190.18

199.19

190.18

Depreciation

9,243.17

9,039.93

9,243.17

Profit before tax

19,574.29

15,226.52

19,574.29

Provision for taxation (including deferred tax and tax relating to earlier years)

5,366.85

4,846.03

5,366.85

Profit after tax

14,207.44

10,380.49

14,207.44

Other Comprehensive Income / (Loss) for the year net of tax

(353.58)

(194.90)

(353.58)

Total Comprehensive Income

for the year Net of Tax

13,853.86

10,185.59

13,853.86

* Consolidation of financials has become mandatory, since incorporation of Wholly owned subsidiary Company (ZF CV Control Systems Manufacturing India Private Limited) w.e.f. 5th January 2022.

2. DIVIDEND

The Board of Directors has recommended a dividend of $ 12/- per share for the year ended 31st March 2022 absorbing a sum of $ 2276.11/- lakhs, for approval of the shareholders at the ensuing annual general Meeting.

Transfer of Unclaimed Dividend to IEPF:

Under the Act, dividends that are unclaimed/ unpaid for a period of seven years are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. An amount of $ 357,800/- (Rupees three lakh fifty seven thousand eight hundred only) being unclaimed / unpaid dividend of the Company for the financial year ended 31st March, 2014 was transferred in September, 2021 to IEPF.

3. PERFORMANCE

During the year 2021-22, the Company achieved total income of $ 2,581 crores as against $ 1,902 crores in the previous year. The profit before tax was $ 196 crores as against $ 152 crores in the previous year and the Profit after tax was $ 142 crores as

against $ 104 crores in the previous year. There has been no change in the nature of business of the Company during the financial year ended 31st March 2022.

4. CHANGE IN OWNERSHIP & COMPLETION OF INTEGRATION

On 28th March 2019, WABCO Holdings Inc., US the ultimate parent company of WABCO India Ltd., had announced to the New York stock exchange through a press release that it has entered into a definitive merger agreement with ZF Friedrichshafen AG (ZF), a privately held global leader in driveline and chassis technologies. This resulted in an indirect acquisition by ZF from WABCO USA of 1,42,25,684 equity shares of the Company, constituting 75% of its total voting share capital, making ZF as the Promoter of the Company in the place of WABCO USA. This indirect acquisition mandated ZF to make an Open Offer to the Company''s public shareholders, to acquire upto 47,41,900 fully paid up equity shares of Rs.5/- each, constituting 25% of the voting share capital of the Company, in terms of Regulations 3(1), 4 and 5(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST).

Accordingly, ZF, along with entities acting in concert with them (PAC), made the Open Offer at an offer price of $ 7,067.51 per Equity Share. The Committee of Independent Directors constituted by the Company for this purpose provided its written reasoned recommendations on the Open Offer, which was published in newspapers as stipulated under Regulation 26 of SAST on 11th August 2020. The Open Offer opened on 13th August 2020 and closed on 26th August 2020. In response to the Open Offer, 34,34,775 equity shares of the Company were tendered by the public shareholders and were acquired by ZF International UK Limited, a PAC (ZF UK). This constituted 18.11% of the total voting share capital of the Company. Consequently, the Promoters'' shareholding in the Company increased to 1,76,60,459 equity shares constituting to 93.11%.

In order to ensure continued listing of the Company, the Promoters'' shareholding in the Company has to be brought down to 75% in terms of Securities Contracts (Regulation), Rules, 1957, to ensure minimum public shareholding of 25%.

i. ZF UK made an Offer for Sale (OFS) of 17,17,388 equity shares representing 9.05% of the total issued and paid-up equity share capital of the Company on March 25, 2021 and additional equity shares of 17,17,387 representing 9.05% of the total issued and paid-up equity share capital of the Company on March 26, 2021. Consequently, the Company had cumulatively sold 2,404,343 equity shares to non-Retail investors and Retail investors on the basis of valid bids received on T day (i.e. March 25, 2021) and T 1 day (i.e. March 26, 2021), thereby reducing the Promoters'' shareholding in the Company to 80.43%.

ii. In the second phase, ZF UK made an Offer for Sale (OFS) of 5,00,000 equity shares through the stock exchange mechanism representing 2.64% of the total issued and paid-up equity share capital on the 23rd June 2021 and additional equity shares of

1,50,000 representing 0.79% of the total issued and paid-up equity share capital of the Company on 24th June, 2021. Consequently, the Company have cumulatively sold 650,000 equity shares of the Company to non-Retail investors and Retail investors on the basis of valid bids received on T day (i.e. June 23, 2021) and T 1 day (i.e. June 24, 2021), thereby reducing the Promoters'' shareholding in the Company to 77.01%.

iii. In the third phase, ZF UK made an Offer for Sale (OFS) of 3,80,432 equity shares through the stock exchange mechanism representing 2.01% of the total paid up equity share capital of the Company on 25th August 2021 and 26th August, 2021. A total of 3,80,432 equity shares of the Company were sold in the OFS, thereby reducing the Promoters'' shareholding in the Company to 75.00% (1,42,25,684 equity shares).

ZF Friedrichshafen AG had announced successful completion of integration of WABCO and start of its new Commercial Vehicle Solutions (CVS) division with effect from January 1, 2022 and the new CVS division combines ZF''s former Commercial Vehicle Technology and Commercial Vehicle Control Systems (formerly WABCO) divisions. The CVS division of ZF will significantly provide advance solutions for safe, sustainable and digitized transport.

In line with successful completion of integration of WABCO into ZF and start of new CVS Division, the name of the Company has been changed from WABCO India Limited to ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED with effect from 07th March 2022, with the approval of the members through postal ballot process.

5. CAPITAL EXPENDITURE

Capital expenditure of $ 120.26 Crores was incurred during the year 2021-22 as against the revised estimate of $ 110 Crores excluding the cost of $ 75.59 crores paid towards the acquisition of land at Oragadam. Capital Expenditure of $ 105 Crores is planned for the year 2022-23.

6. DIRECTORS

There are no changes in the composition of the Board of Directors of the Company when compared to previous year and the composition of the Board, is in compliance with the Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing regulations) - three independent directors, three non-executive non-independent directors and an executive director as on date.

The independent directors continue to fulfill the criteria of independence as defined under Section 149(6) of the Act and Regulation 16(b) of Listing regulations and have furnished the requisite declarations in this regard and the Board confirms that they are independent of the management.

Change in designation / re-appointment, during the year, as follows:

• Change in designation of Mr. Alexander Ignace De Bock to Director on his appointment at the AGM on 24th September 2021.

• Re-appointment of Mr. Philippe Colpron - retiring by rotation.

• Re-appointment of Dr. Lakshmi Venu as Non-Executive Independent Director from 19th May 2021 (5 years).

7. AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants, holding firm Registration No 101248W / W-100022 have been appointed as statutory auditors of the Company by the shareholders for a term of five consecutive years from the conclusion of 15th Annual General Meeting up to the conclusion of the 20th Annual General Meeting as per the Section 139 of the Companies Act, 2013.

The Consolidated remuneration paid to Auditors / affiliated firms / entities for Audit and services rendered in other capacities is provided in the notes to the standalone financial statements.

The Auditors'' report for the financial year 2021-22 does not contain any qualification, reservation or adverse remark or disclaimer and the same is attached with the annual financial statements.

8. SECRETARIAL AUDITOR

M/s. S Krishnamurthy & Co., Company Secretaries have carried out Secretarial Audit under the provisions of Section 204 of the Act, for the financial year 2021-22 and submitted their report, which is annexed to this report. The report does not contain any qualification, reservation or adverse remark or disclaimer except the following:-

1. Delay in transfer of unspent CSR Amount to a separate bank account for the ongoing projects for the FY 2020-21. The funds were transferred on 30th June 2021 instead of within 30 days from the close of FY. The delay is mainly on account of complete lockdown as imposed in the state of Tamilnadu due to second wave of COVID-19.

2. Delay of one day shorter in sending AGM Notice instead of 21 clear days is due to second wave of COVID-19 in the State of Tamil Nadu. The Company obtained an opinion from legal experts which confirms that this does not affect the validity of the resolutions passed and business transacted at the AGM.

9. COST AUDITOR

As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are being maintained. The Board of Directors of the Company upon recommendation made by the audit committee has re-appointed M/s A. N Raman & Associates, Cost Accountants, as Cost Auditor of the Company for the financial year ending 31st March 2023 and has recommended his remuneration to the shareholders for their ratification at the ensuing Annual General Meeting.

The cost audit report for the year 2020-21 has been filed with the Ministry of Corporate Affairs in the prescribed form. The cost audit report for the year 2021-22 will also be filed within the stipulated time.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

10. KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read

with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. P Kaniappan - Managing Director Mr. R S Rajagopal Sastry - Chief Financial Officer Ms. Muthulakshmi M - Company Secretary (with effect from 3rd November 2021)

Mr. M C Gokul, Company Secretary of the Company resigned from the Company with effect from close of business hours on 1st November 2021.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any Loans or Guarantees to any person or other body corporate under Section 186 of the Act.

The Company had invested a sum of $ 100 Lakhs as paidup share capital (1,000,000 equity shares of INR 10 each) in its wholly owned subsidiary i.e. ZF CV Control Systems Manufacturing India Private Limited which got incorporated with effect from 5th January 2022.

12. WHOLLY OWNED SUBSIDIARY

ZF CV Control Systems Manufacturing India Private Limited was incorporated with effect from 5th January 2022 as a wholly owned subsidiary of the Company, to Manufacture, buying, selling and trading in auto ancillary parts for domestic and export markets (Commercial Vehicle (CV) Control Systems). The Share capital of the WoS is $ 100 Lakhs.

The Wholly owned subsidiary filed the Commencement of Business with Ministry of Corporate Affairs and it is yet to start operations.

13. ANNUAL EVALUATION OF THE BOARD''S PERFORMANCE

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and directors, including the Chairman of the Board as per the requirements in this regard specified in the guidance note issued by the Securities Exchange Board of India (SEBI) and the provisions of the Companies Act, 2013. The exercise was carried out through a structured evaluation process covering various aspects of the functioning of the Board and Committees such as their composition, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of each individual director including the Chairman who were evaluated on parameters such as attendance, contribution at the meetings, independent judgment and other relevant aspects as laid down under the Guidance note issued by SEBI in this regard.

The Board was satisfied with the evaluation results, which reflected the overall engagement of the Board, Committees and the directors with the Company.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism through ZF Commercial Vehicle Control Systems India Limited Whistle Blower Policy to enable employees, trainees, directors and Vendors of the Company, to report genuine concerns, unethical behavior, actual or suspected fraud, violation of Company''s Insider Trading Code, any unlawful act or violation of the Company''s Code of Conduct.

The mechanism provides for adequate safeguards against victimization of the whistle blower and also provides for direct access to the Chairman of the audit committee in appropriate or exceptional cases or chief ethics officer of the Company as the case may be to report any concerns or unethical activities.

There were no whistle blower complaints received by the Company during the year.

15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

SEBI has mandated that the Business Responsibility and Sustainability Reporting (BRSR) will be applicable to the top 1,000 listed entities (by market cap) for reporting on a voluntary basis for FY 2021-22 and on a mandatory basis from FY 2022-23.

The Company is one among the top 1000 listed companies (272nd Position-BSE) as per the market cap as on 31st March 2022 and hence as per the SEBI Regulations, the Company has decided to go ahead with BRSR for the FY 2021-22 which forms part of the annual report. As per this policy Mr. P Kaniappan, Managing Director is responsible for the implementation of the BRSR. The initiatives of the Company in this regard for the year 2021-22 are provided in the BRSR Report.

16. STATUTORY STATEMENTS16.1 Conservation of energy, Research & Development Expenses and foreign exchange earnings and outgo

Information regarding conservation of energy, Research & Development expenses and foreign exchange earnings and outgo is given in Annexure 1 to this report, as per the requirements of Section 134(3)(m) of the Act.

During 2021-22, the Company had incurred a capital expenditure of $ 219.87 lakhs towards a total of 55 energy reduction projects implemented during the year in air conditioners, compressed air systems and other projects which yielded energy savings of $ 8.94 Lakhs units and cost savings of $ 71.52 Lakhs per annum.

16.2 Corporate Social Responsibility

As required under Section 134(3)(o) of the Act, details about policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year ended 31st March 2022 are given in Annexure 2 to this report.

16.3 Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, it is hereby confirmed that;

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

b. The directors had selected such accounting policies and applied them consistently and made judgments 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 31st March 2022 and of the profit of the Company for the year ended on that date;

c. That directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. DISCLOSURES UNDER COMPANIES ACT, 2013

17.1 Extract of the Annual Return

The Annual Return of the Company in form MGT-7 for the year ended 31st March 2021 is available on the website of the Company in the following link

https://www.zf£omimobile/enicompanyiinveslor_relafons/zf_cvjndiajnvestor_relations/zf_cvjndiajr.html#accordion_2_714125_0

17.2 Number of Board Meetings

The Board of Directors met six times during the year 2021-22. The details of the Board meetings and the attendance of the Directors is provided in the Corporate Governance Report.

17.3 Committees of Board of Directors

Details of memberships and attendance of various committee meetings are given in Corporate Governance Report. The Board has accepted / considered all recommendations made by the Committees to the Board during the financial year.

17.4 Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Certain related party transactions entered into during the year ended 31st March 2022 and transactions proposed to be entered into during the year ending 31st March 2023 between the Company and M/S. ZF CV Systems Europe BV, a fellow subsidiary of the Company, are material in nature and require the approval of members by ordinary resolution as per the SEBI (LODR) Regulations. An ordinary resolution seeking shareholders'' approval for the financial year ended 31st March 2022 has been obtained in the Board Meeting held on 17th May 2021 and an ordinary resolution seeking shareholders'' approval for the financial year ended 31st March 2023 has been passed through postal ballot on 15.01.2022.

Similarly, certain related party transactions entered into during the year ended 31st March 2022 and transactions proposed to be entered into during the year ending 31st March 2023 between the Company and M/S. ZF CV Systems Global GmbH, Switzerland, a fellow subsidiary of the company, are material in nature and require the approval of members by ordinary resolution as per the SEBI (LODR) Regulations. An ordinary resolution seeking shareholders'' approval has been passed through postal ballot on 15.01.2022. (for FY 2021-22 & 2022-23).

The Company pays royalty to M/s ZF CV Systems Europe BV (Formerly WABCO Europe BVBA), a fellow subsidiary and related party at the rate of 4% per annum on the net sales (Total sales (less) inter-company sales (less) inter-company purchases) effective 1stJanuary 2016 for the intellectual property, knowhow and processes supplied by ZF CV Systems Europe BV. M/s ZF CV Systems Europe BV charges Royalty to all its associated entities in line with the global practices and transfer pricing norms.

During the year ended 31st March 2022 royalty of $ 58.08 crores was paid to M/s ZF CV Systems Europe BV which amounts to 3.14% of the total turnover for the financial year 2020-21.

All transactions with related parties are placed before the audit committee and prior approval of the audit committee is obtained. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. Details of material Related Party Transactions entered by the company as required under Section 134(3)(h) of the Act and the Listing regulation are given in annexure 4 to this report.

18. POLICIES

18.1 The following policies approved by the Board of Directors of the Company were uploaded and are available in the Company''s website at the web link:

hlps://www.^^.com/mobile/en/companJ/invtslo[Jelalions/zf_cvjn(liajrveslD[Jelalionslzf_cv_indiaj[.hlmllpoliciesandoodeofcondllcl_acc_65ffl2_0

18.1.1 Code of Business conduct and ethics by the Board Members & Senior Management

18.1.2 Corporate Social Responsibility Policy

18.1.3 Related Party Transaction Policy

18.1.4 Nomination and Remuneration Policy

18.1.5 Whistle Blower Policy

18.1.6 Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

18.1.7 Policy on Criteria for Determining Materiality of Events

18.1.8 Dividend Policy

18.2 Policy on director appointment and remuneration

Company''s policy on directors'' appointment and remuneration including criteria determining for qualification, positive

Directors other than those mentioned above have not drawn any remuneration including Sitting Fees & Commission, for the financial year 2021-22.

19.2 The percentage increase in remuneration of each Director, Managing Director, Chief Financial Officer, Company Secretary, in the financial year:

attributes, independence of a director and other matters provided under Section 178(3) of the Act is provided in the Corporate Governance Report.

19. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013

19.1 The ratio of the remuneration of each director to the median employee''s remuneration for the financial year and such other details as prescribed are as given below:

Name

Ratio

Mr. P. Kaniappan, Managing Director

47.86:1

Mr. M. Lakshminarayan - Independent Director

2.38:1

Mr. Mahesh Chhabria, Independent Director

3.26:1

Dr. Lakshmi Venu, Independent Director

2.22:1

Mr. M. Lakshminarayan, Chairman

(9.16)

Mr. Mahesh Chhabria, Director

45.96

Dr. Lakshmi Venu, Director

(12.60)

Mr. P. Kaniappan, Managing Director

(35.09)

Mr. R.S Rajagopal Sastry, Chief Financial Officer

(51.52)

Mr. M.C. Gokul Company Secretary *

(63.23)

Ms. M. Muthulakshmi, Company Secretary **

-

* Mr. M.C. Gokul, Company Secretary of the Company resigned from the Company with effect from closs of business hours on 1st November 2021.

** Ms. M. Muthulakshmi, Company Secretary of the Company joined the Company with effect from 3rd November 2021.

19.3 The percentage increase in the median remuneration of employees in the financial year: 8%

19.4 The number of permanent employees on the rolls of company as on 31st March 2022: 1960.

19.5 Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year: 9%

Percentage increase in the managerial remuneration in the last financial year was (31.40%). There are no exceptional circumstances for increase in the managerial remuneration. With respect to the Managerial Personnel, variable component is paid in the form of incentive, as per the remuneration policy of the Company and based on the financial and non-financial parameters based on their individual performance and the performance of the Company. The Board at its meeting dated

20th May 2022, approved the commission to be paid to nonexecutive independent directors to $ 20 Lakhs per independent director. Further an additional amount of $ 10 Lakhs be paid to Mr. Mahesh Chhabria for the efforts and time spent by him and as Chairman of the Audit Committee in managing the overall efforts towards the conduct of the forensic audit as required by Law.

19.6 The key parameters for any variable component of remuneration availed by the directors: Independent directors have been paid sitting fees for attending meetings of the Board and Committees and also paid a profit related commission, but not exceeding 1% of the net profit of the Company for the financial year. No sitting fee and commission is paid to non-executive and non-independent Directors of the Company. However, with respect to Mr. P. Kaniappan, Managing Director, variable component is paid in the form of incentive, as per the Remuneration Policy of the Company and based on the financial and non-financial parameters.

19.7 The remuneration of directors and employees are as per the remuneration policy of the Company.

19.8 Particulars of Employees

The statement of particulars of employees as per Section 197 of the Companies Act, 2013, read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31st March 2022, is given in Annexure 5 and forms part of this Report.

20. CORPORATE GOVERNANCE

The Company has complied with the provisions of the Listing Regulations concerning corporate governance and a report to this effect is attached, as required by Under Schedule V of the Listing Regulation. The certificate issued by the auditors of the Company regarding compliance with the corporate governance requirements is also annexed to this report. The Managing Director (CEO) and the Chief Financial Officer (CFO) of the Company have certified to the board on financial statements and other matters in accordance with Regulation 17(8) of the Listing Regulations pertaining to CEO / CFO certification for the financial year ended 31st March 2022. Further, applicable Secretarial Standards have been complied with.

The management discussion and analysis report, as required by the Listing Regulation and various disclosures required under the Act is also attached and forms part of this report.

21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has a structured familiarization program for independent Directors of the Company which also extends to other

Non-Executive Directors to ensure that Directors are familiarized with their function, role, rights, responsibilities and the nature of the company Business viz., automotive component industry and ZF global business model, etc.

The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors and all Committees of the Board on various matters, where Directors get an opportunity to interact with Senior Management. Presentations, inter alia, cover the Company''s strategy, business model, operations, markets, organization structure, product offerings, finance, risk management framework, quarterly and annual results, human resources, technology, quality and such other areas as may arise from time to time.

The Company also issues appointment letters to the Independent Directors which also incorporates their role, duties and responsibilities. Further, regulatory updates on regulatory changes are also periodically placed before the Board. The details of familiarisation programme have been hosted in the web site of the Company under the weblink htlps:liwww.zf.com/mobile/en|companjlirveslD[_[elationslzf_cv_in(iajnveslD[_[elationslzf_cvjndiaj[.himllboa[d_of_di[eclo[s_aa:_656413_0

22. OTHER PARTICULARS

• The Company has not accepted any deposits from the public within the meaning of Sections 76 of the Companies Act, 2013 for the year ended 31st March 2022.

• There are no significant and material orders passed by regulators or courts or tribunals, which would impact the going concern status of the Company and its future operations.

• The Company does not have any associate or joint venture during the financial year 2021-22.

• The Company has not raised any funds during the year.

• The Company has not taken any loan during the year and neither there are any outstanding loans as on 31st March 2022. Hence there were no instances of any on time settlement nor any valuation done in this regard.

• The Company neither filed an application during the year under review nor there are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at March 31, 2022.

• The Company has not transferred any amount to general reserves during the year ended 31st March 2022.

• There are no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year 31st March 2022 and at the date of the report.

• DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has adopted the Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. In compliance with the provisions under Section 4 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. No complaint was received during the year 2021-22.

Acknowledgement

The directors thank the vehicle manufacturers, distributors, vendors and bankers for their continued support and assistance. The directors gratefully acknowledge the support rendered by ZF Friedrichshafen AG. The directors wish to place on record their appreciation of the excellent work done by employees of the Company at all levels during the year. The directors specially thank the shareholders for the confidence reposed by them in the Company.

For and on behalf of the board

M. LAKSHMINARAYAN Chennai Chairman

20th May 2022 DIN: 00064750

Director’s Report