Equity Analysis

Directors Report

    Federal-Mogul Goetze (India) Ltd
    Industry :  Auto Ancillaries
    BSE Code
    ISIN Demat
    Book Value()
    505744
    INE529A01010
    175.3533166
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    FMGOETZE
    18
    2095.3
    EPS(TTM)
    Face Value()
    Div & Yield %:
    20.93
    10
    0
     

Your Directors are pleased to present the 67th Annual Report and Audited Financial Statement of Accounts for the financial year ending 31st March, 2022.

Financial Results

(Rs. In Lakhs)
Particulars 1st April 2021 to 31st March 2022 1st April 2020 to 31st March 2021
Income from operations 132,197.67 108,685.54
Other Income 2,235.59 2,371.05
Total Income 134,433.26 111,056.59
Operating profit before finance charges, depreciation and exceptional item 15,627.48 12,532.32
Finance charges 424.59 242.22
Depreciation 8,105.76 7,958.60
Exceptional items 0.00 4,275.00
Net Profit before tax 7,097.13 56.5
Provision for taxation Current tax 1,083.53 1,454.56
Less: Deferred Tax 738.26 -1,474.68
Profit After Tax 5,275.34 76.62
Other comprehensive income (net of taxes) 104.90 243.14
Total Comprehensive income 5,380.24 319.76
Profit brought forward from last year 42,361.64 42,041.89
Surplus/ (loss) carried forward to Balance Sheet 47,741.88 42,361.64

OPERATIONS

During the financial year, the Gross sale of the Company was Rs. 132,197.67 lakhs as against Rs. 108,685.54 lakhs for the financial year ended 31st March 2021. The Total income of the Company was Rs.134,433.26 lakhs as against Rs. 111,056.59 lakhs for the financial year ended 31st March 2021.

During the year under review, the Company made a net profit after tax of Rs. 5,380.24 lakhs as against the net profit after tax of Rs. 319.76 lakhs for the financial year ended 31st March 2021.

No amount is proposed to be transferred to general reserves. An amount of Rs. 47,741.88 lakhs is proposed to be retained in the Statement of Profit and Loss.

In view of requirement of funds for the operations of the Company, no dividend is recommended for the financial year ended 31st March, 2022.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

Details of the number of Board and Audit

Committee meetings held and attended by Directors/ members and composition of Audit Committee of the Company are set out in the Corporate Governance Report which forms part of this Report as Annexure-1. The report, inter alia includes the list of credit ratings obtained along with any revisions thereto for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the entity involving mobilization of funds.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have 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 and loss of the Company for the financial year ended 31st March 2022;

(c) the directors have taken proper and sufficient care 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) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming the independence as per the criteria prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and Rules made thereunder as well as Regulation 16(1)(b) and 25 (8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policy for selection and appointment (including the criteria for determining qualifications, positive attributes, independence of directors) and remuneration of Directors including Independent Directors, Key Managerial Personnel, Senior Management Personnel and other employees. The Nomination & Remuneration Policy is attached as Annexure - 2.

EXPLANATIONS OR COMMENTS ON AUDITOR'S QUALIFICATION/ RESERVATION/ ADVERSE REMARKS/ DISCLAIMER

There is no reservation or observation or qualification or adverse remark or disclaimer of Auditors' including Secretarial Auditors' of the Company in their report.

MATERIAL CHANGES

During the period under review, the Company witnessed the following:

In the matter of Federal-Mogul Goetze (India) Limited v/s Additional Labour Commissioner (Administration) & Appellate Authority and Others, the Hon'ble Supreme Court of India on May 13, 2021, upheld the increase in retirement age of workmen at Bangalore plant from 58 years to 60 years. The Company filed a review petition before the Hon'ble Supreme Court, that too was dismissed. Thereafter, the Company filed a curative petition before the Hon'ble Supreme Court of India. In the meantime, the Hon'ble High Court of Karnataka passed an order directing the Company to make payment to former employees by January 31, 2022, which has occurred.

No other material change, which could affect the financial position of the Company, occurred between the end of the financial year of the Company and the date of the Board Report.

LOANS AND INVESTMENTS

The Company during the year ended March 31, 2022 had approved invested in the Equity Shares and Compulsory Convertible Debentures (CCDs) of AMP Solar Technology Two Private Limited, (CIN: U40106DL2020PTC364738), a company incorporated on June 12, 2020 under Companies Act, 2013 having its registered office at 309, 3rd Floor, Rectangle One, Behind Sheraton Hotel, Saket, New Delhi-110017 u/s 186 of the Companies Act, 2013 as per the below details:

Type of Investment No. Par Value Total (INR)
Equity Investment 7,97,341 10 79,73,410
CCDs 71,760 1,000 7,17,60,000
Total Investment 7,97,33,410

All the relevant compliances, which were required to be done for the above investment, have been duly made.

Further, the Board has granted an Inter Corporate Deposit (ICD) to Federal- Mogul Sealings India Limited (formerly known as Federal-Mogul Anand Sealings India Limited) (CIN: U29253PN2014 PLC152540) a Company incorporated under the Companies Act, 2013 on September 15, 2014 and is having its registered office at 152/223. At Village Mahalunge, Chakan Talegaon, Road, Tal. Khed Pune, Maharashtra-410501 of Rs. 33,00,00,000 (Rs. Thirty-Three Crores Only), at an interest rate of 8.75% per annum during the financial year. Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 also form part of the Notes to the financial statements provided in this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2021-2022, the Company has entered into related party transactions in terms of the Companies Act, 2013 read with rules made thereunder and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which were in the ordinary course of business and on arms' length basis.

During the financial year 2021-2022, there were no transactions with related parties which qualified as material transactions in accordance with the Company's Policy under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable. Pursuant to Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Related Party Transactions will be uploaded on the website of your Company (www.federalmogulgoetzeindia.net) on half yearly basis within 30 days from the date of publication of financial results.

The transaction with promoter/ promoter group entities holding 10 percent or more shareholding are disclosed as notes to the financial statement (Note No. 12), other than which there are no other transactions.

SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standard's i.e. SS-1 and SS-2 relating to "Meeting of the Board of Directors" and "General Meetings" respectively have been duly followed by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with rules made thereunder, is set out herewith as Annexure-3 to this Report.

RENEWAL/GREEN ENERGY

As a responsible corporate citizen, the Company is inclined towards availing Green Energy as far as possible for its operations. During the year, the Company took steps to avail 23 Mega Watt of Solar Power for its Bangalore Plant. The Company now acquires around 95% of its overall Bangalore Plant's energy requirements from the new Solar and existing Wind energy sources. Availing Green Energy has not only led to financial savings but also helped the Company in considerably reducing the carbon footprints generated by the Bangalore Plant. The Company is also evaluating Green Energy projects for its other Plants.

RISK MANAGEMENT POLICY

The Company operates in an environment which is affected by various risks, some of which are controllable while some are outside the control of the Company. Therefore, pursuant to the requirements of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. The Company has also developed and implemented the Risk Management Policy covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company's objectives or threaten its existence.

The Risk Management Committee of the Company, presently consisting of Mr. Vinod Kumar Hans as Chairman (Managing Director), Dr. Khalid Iqbal Khan (Whole-time Director-Legal & Company Secretary), Mr. Manish Chadha (Whole-time Director-Finance & CFO) and Mr. K.N. Subramaniam (Independent Director) as members, periodically reviews the robustness of the Risk Management Policy. The periodical update on the risk management practices and mitigation plan of the Company and subsidiary are presented to the Audit Committee and Board of Directors. The Audit Committee and Board periodically review such updates and findings and suggest areas where internal controls and risk management practices can be improved. More details on Risk Management indicating development and implementation of Risk Management Policy including identification of elements of risk and their mitigation are covered in Management Discussion and Analysis section, which forms part of this Report. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Risk Management Policy of the Company.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 the Company in its Board Meeting held on 29th July 2016 had approved the Dividend Distribution Policy and the same is available on Company's website and can be accessed at http:// www.federalmogulgoetzeindia. net/web/index.html.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on 09th May 2014 approved the Corporate Social Responsibility (CSR) Policy for the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with rules made thereunder, on the recommendations of the CSR Committee. The Company has constituted Corporate Social Responsibility (CSR) Committee. Presently, the committee comprises the following members:

1) Mr. Vinod Kumar Hans, Chairman

2) Dr. Khalid Iqbal Khan, Member

3) Mr. KN Subramaniam, Member

4) Mr. K C Sundareshan Pillai, Member

5) Ms. Nalini Jolly, Member

The Corporate Social Responsibility Committee is required to institute a transparent monitoring mechanism for implementation of CSR projects or programs or activities undertaken by Company.

Pursuant to the provisions of Companies Act, 2013, the Company is required to spend at least 2% of the average net profits of the company made during the three immediately preceding financial years on CSR activities. Therefore, the Company has incurred Rs. 118.38 lakhs on the CSR activities approved by CSR Committee and the Board of Directors.

The activities and initiatives undertaken by the Company during the financial year 2021-22 on CSR activities have been detailed in the Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on Corporate Social Responsibility and Annual Report on CSR activities are attached herewith as Annexure- 4 & 5 to this Report.

In accordance with the provisions of Section 135 of the Companies Act 2013, the Board has approved an amount of Rs. 73.31 lakhs for spending on CSR activities during the financial year 2022-23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Presently, the Board consists of nine (9) directors comprising of Mr. K.N. Subramaniam, Chairman and Nonexecutive Independent Director; Mr. Vinod Kumar Hans, Whole-time Managing Director; Dr. Khalid Iqbal Khan, Whole Time Director-Legal & Company Secretary; Mr. Manish Chadha, CFO & Finance Director, Mr. Rajesh Sinha, Whole-time Director; Mr. Sunit Kapur, Non-Executive Director; Mr. Stephen Shaun Merry, Non-Executive Director, Mr. K C Sundareshan Pillai, Non-executive Independent Director and Ms. Nalini Jolly, Non-Executive Woman Independent Director.

In accordance with Article 109 of the Articles of Association of the Company, Mr. Manish Chadha and Mr. Sunit Kapur are retiring by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, the Board in its meeting held on 15 th of December 2021 has reappointed Mr. Vinod Kumar Hans as the Whole Time Managing Director, Mr. Rajesh Sinha as Whole Time Director and Mr. Manish Chadha as CFO & WholeTime Director-Finance for a further period of three years, effective from expiry of their respective tenures, subject to the approval of the shareholders in the ensuing Annual General Meeting.

In accordance with the provisions of Section 149 of Companies Act, 2013 and other applicable provisions, Ms. Nalini Jolly has been re-appointed as an Independent Woman Director on the Board for a further period of 5 (five) years with effect from 13th August, 2022 till 12th August, 2027.

Brief resume, nature of expertise, details of directorships held in other companies excluding foreign companies of the Directors proposed to be appointed / reappointed, along with the shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as an Annexure to the Notice of the ensuing AGM.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company had re-appointed Mr. Sundareshan Kanakku Chembakaraman Pillai as an Independent Director for a period of three (3) years, effective 16th December, 2019 in its Board Meeting dated 8th November, 2019. In view of the maximum permissible tenure under the Companies Act, 2013 being 5 (five) years, the tenure of Mr. Pillai was enhanced by the Board from three (3) years to five (5) years in its meeting held on 9th February 2022.

The Company has received the declaration from all the Independent Directors of the Company that they meet the legal criteria of independence.

SUBSIDIARY AND ASSOCIATE COMPANY

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, a statement containing salient features of financial statement of subsidiary i.e. Federal-Mogul TPR (India) Limited forms part of the consolidated financial statements attached as Annexure-6. The financial statements of the subsidiary company and related information are available for inspection at the Registered Office of the subsidiary company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of your Company (www.federalmogulgoetze india.net).

The performance and financial position of the subsidiary company i.e. Federal- Mogul TPR (India) Limited has been explained in its Board Report, which forms part of annual report.

PUBLIC DEPOSITS

As at 31st March, 2022 your Company had no unclaimed fixed deposits. No fresh/ renewed deposits were invited or accepted during the financial year.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant/ material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

FORMAL ANNUAL EVALUATION BY BOARD

In terms of provisions of the Companies Act, 2013 read with Rules made thereunder and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, had evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended 31st March 2022. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Meetings, knowledge and skills, understanding of their roles and responsibilities, business of the Company along with the ethics and integrity. The evaluation of the Board and committees was inter alia based on the aspects like Structure of the Board or Committee, processes being followed to achieve the objectives, effectiveness, fulfillment of roles and responsibilities, efficiency and direction etc.

OPINION OF BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECORS APPOINTED DURING THE YEAR.

The Board of Directors have evaluated the Independent Directors appointed during the year 2020-21 and opined that the integrity, expertise and experience (Including proficiency) of the Independent Directors is satisfactory.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has an Audit Committee headed by a Non-executive Independent Director, inter-alia, to oversee the Company's financial reporting process, disclosure of financial information, performance of statutory and internal auditors, functions, internal control systems, related party transactions, investigation relating to suspected fraud or failure of internal audit control, to name a few, as well as other areas requiring mandatory review as per Regulation 18(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The powers of the Audit Committee, inter- alia, include seeking information from any employee, directing the Company's internal Audit function, obtaining outside legal or other professional advice and investigating any activity of the Company within the Committee's terms of reference. The Company has a well-defined internal control system, which aims at protection of Company's resources, efficiency of operations, compliances with the legal obligations and Company's policies and procedures.

AUDITORS AND AUDITORS' REPORT

At the 62nd Annual General Meeting (AGM) of the Company, Walker Chandiok & Co., LLP Chartered Accountants, (Firm Registration No. 001076N/N500013), New Delhi were appointed as the Statutory Auditors' as per Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, to hold office till the conclusion of the 67th AGM of the Company to be held in the calendar year 2022.

The Board in its Meeting dated 8"1 August 2022 has appointed Deloitte Haskins & Sells LLP Registration No:117366W/W- 100018 as Statutory Auditor of the Company for the period of 5 years from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the calendar year 2027 subject to the approval of the members in the ensuing Annual General Meeting.

The written consent to such appointment and a certificate from Deloitte Haskins & Sells LLP Registration No:117366W/W- 100018 have been received to the effect that the appointment is in accordance with the conditions prescribed under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and they satisfy the criteria specified under Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

The Board has duly examined the Statutory Auditors' Report to the accounts, which is self-explanatory.

INTERNAL AUDITORS

The Board, on the recommendation of the Audit Committee has approved the appointment of KPMG, Chartered Accountants, as the Internal Auditors of the Company for the Financial Year ended March 31,2023 vide its resolution dated 20th May 2022.

MAINTENANCES OF COST RECORDS AS PER SECTION 148 (1) OF COMPANIES ACT, 2013 READ WITH APPLICABLE RULE

Your directors are pleased to inform you that your Company falls in criteria as specified for maintenance of cost records under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Records And Audit) Rules, 2014 as amended from time to time. The Company has maintained proper cost records as per the provisions contained under Companies Act, 2013.

COST AUDITORS

The Board, on the recommendation of the Audit Committee has approved the appointment of Sanjay Gupta & Associates, Cost Accountants, as Cost Auditor, for the financial year ending March 31, 2023. The Cost Auditors will submit their report for the financial year ending 31st March 2023 on or before the due date.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with rules made thereunder, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the forthcoming AGM.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, the Company had appointed Deepika Gera, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended March 31, 2023.

ANNUAL SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed as Annexure-7 to this report. The Board has re-appointed Deepika Gera, Company Secretaries, New Delhi, as Secretarial Auditor of the Company for FY 2022-2023.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Annual Secretarial Compliance Report for the financial year ended 31st March, 2022 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Practicing Company Secretary, M/s Surinder Vashishtha & Associates and was accordingly submitted to both the stock exchanges i.e. BSE Limited and National Stock Exchange Limited.

CORPORATE GOVERNANCE REPORT

The Company is committed to good corporate governance practices. The Board endeavors to adhere to the standards set out by the Securities and Exchange Board of India (SEBI), corporate governance practices and, accordingly, has implemented all the major stipulations prescribed.

A detailed corporate governance report in line with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the corporate governance practices followed by the Company and a certificate of compliance from Mr. Surinder Vashishtha, Proprietor of Surinder Vashishtha & Associates, Company Secretary, forms part of this Report as Annexure-8.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.federalmogulgoetzeindia.ne

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5, detailing the various initiatives of the Company is attached as Annexure - 9. COMMITTEES OF DIRECTORS The Company has following committees of Directors:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders' Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Share Transfer Committee;

6. Risk Management Committee.

The composition of Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee has been disclosed in corporate governance report forming the part of this report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR'S UNDER SECTION 143 (12) OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(ca), no incident of fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-sexual harassment Policy and an Internal Complaints Committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 20212022.

No. of complaints received: Nil No. of complaints disposed off: Nil During the year, the Company carried out awareness programmes on prevention of sexual harassment at work place.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels. Our industrial relations continue to be cordial.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure - 10 & 11 to this Report.

HUMAN RESOURCES

The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees, continued to receive top priority.

The total number of permanent salaried and hourly paid employees, as at March 31, 2022 stood at 3092.

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

The Company sustained its initiatives to maintain a pollution free environment by reduction/ elimination of waste, optimum utilization of power and preventive maintenance of equipment and machineries to keep them in good condition. Safety and health of the people working in and around the manufacturing facilities is the top priority of the Company and we are committed to improve this performance year after year.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There is no corporate insolvency resolution process initiated by or against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

Not Applicable.

ACKNOWLEDGEMENT

Your Directors' acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, promoters, shareholders, Government Authorities and all the other business associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Federal-Mogul Goetze (India) Limited

(Vinod Kumar Hans) (Khalid Iqbal Khan)
Whole-time Managing Director Whole-time Director-Legal & Company Secretary
Date: 08th August, 2022 DIN:03328309 DIN: 05253556
Place: Gurugram