1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT
ARM?S LENGTH BASIS
NIL
2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT
ARM?S LENGTH BASIS:
Name of related party and relationship:
Robert Bosch (RB), GmbH (Ultimate Holding company)
Salient Terms:
Ongoing, repetitive, in ordinary course of business and on arm?s
length basis.
Date of approval by the Board, if any:
Since these transactions are in the ordinary course of business and at
arm?s length basis, approval of the Board is not applicable.
Approval of the Audit Committee and the shareholders have been obtained
pursuant to the requirements of erstwhile Listing Agreement/SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, for an aggregate
amount upto 50,000 MINR for each financial year.
The summary of transactions entered into during FY 2022-23 with RB,
GmbH is given below:
[MINR]
| SI. No. |
Nature of Transaction |
Duration |
Amount of transactions during FY 2022-23 |
| 1. |
Purchase of goods (trade goods, components, tools, spares,
etc.) |
Ongoing |
28,157 |
| 2. |
Purchase of assets |
Ongoing |
85 |
| 3. |
Sale of goods (products, components, etc.) |
Ongoing |
9,834 |
| 4. |
Sale of services (development income, etc.) |
Ongoing |
748 |
| 5. |
Miscellaneous income |
Ongoing |
136 |
| 6. |
Services received (royalty, development charges, IT charges,
etc.) |
Ongoing |
3,808 |
|
Total |
|
42,768 |
Name of related party and relationship:
Bosch Automotive Electronics India Private Limited (Fellow subsidiary
company)
Salient Terms:
Ongoing, repetitive, in ordinary course of business and on arm?s
length basis.
Date of approval by the Board, if any:
Bosch Limited is a subsidiary of Robert Bosch GmbH, Germany ("RB
GmbH") which has its presence across the globe. Bosch Group is a leading global
supplier of technology and services in the automotive sector. The Company is a listed
subsidiary of RB GmbH in India. RB GmbH, the ultimate holding company, holds 67.76% equity
stake in the Company through Robert Bosch Internationale Beteiligungen AG.
The Company enters into transactions for sale and purchase of goods and
raw materials and for availing / rendering services from / to RB GmbH & other Bosch
Group companies, being related parties as defined under Regulation 2(1) (zb) of the SEBI
LODR Regulations. Such transactions are carried out in the ordinary course of business and
at arm?s length basis. As a part of related-party transactions, RB GmbH has granted
the Company access to Bosch Group?s synergies, state of the art products &
technologies and competencies which are essential for the Company to carry out its
business operations, including but not limited to manufacturing activities. In the absence
of such transactions the
Company would no longer have access to Bosch Group products, licenses
or technologies or the use of "Bosch" and other Bosch Group-owned brands.
As a part of this set up the Company has been buying components, viz.,
Electronic Control Units ("ECUs") from its fellow subsidiary company in India,
viz., Bosch Automotive Electronics India Pvt. Ltd. ("RBAI"), a related party,
since 2009. These components are then sold as a part of the overall Fuel Injection
Equipment ("FIE") system supplied to Original Equipment Manufacturers
("OEMs") in India.
At the beginning of F.Y. 2022-23, the total value of the transactions
forecast with RBAI were approx. Rs 978 crore for F.Y. 2022-23. Since the forecast was
within the materiality threshold of Rs 1,000 crore, as prescribed under Regulation 23(1)
of the SEBI LODR Regulations, there was no requirement of obtaining a shareholders?
approval in terms of Regulation 23(4) of the LODR Regulations. The Audit committee also
granted omnibus approval for the proposed transactions with RBAI for F.Y. 2022-23 in terms
of Regulation 23(3) of the LODR Regulations.
However, with the easing of semiconductor supply- chain issues at the
beginning of 2023, there was better fulfillment of pending and new orders of ECUs which
are sold as a part of FIE systems by the Company to OEMs. The sudden & unexpected high
increase in demand from OEMs in the fourth quarter of F.Y. 2022-23, led to higher
purchases of ECUs from RBAI, which was unanticipated, and the value of
transactions with RBAI for F.Y. 2022-23 crossed the threshold limit of
Rs 1,000 crore in the fourth quarter of F.Y. 2022-23.
In terms of Regulation 23(4) of the SEBI LODR Regulations, since the
transaction with RBAI was deemed to be material, the Company was required to obtain
approval from its shareholders prior to entering into these transactions.
The Board of the Company vide its resolution dated May 10, 2023 has
resolved that the Company is required to obtain a post-facto approval from its
shareholders at the ensuing Annual General Meeting scheduled on August 01, 2023.
It is relevant to note that as soon as the inadvertent potential
non-compliance came to the attention of the Company, the Company immediately took steps to
rectify the inadvertent non-compliance. The non- compliance by the Company is not
deliberate. The Company has not made any undue profit or avoided any loss on account of
the non-compliance and no harm or loss has been caused to any investor.
In view of the above, the Company seeks to suo-moto and voluntarily
settle all proceedings that may arise and engage with the Securities and Exchange Board of
India on such terms as may be mutually acceptable, in accordance with the applicable
regulations on settling the same by consent in full and final settlement of any and all
proceedings that may be proposed or contemplated in this respect.
The summary of transactions entered into during FY 2022-23 with RBAI is
given below:
[MINR]
| SI. No. |
Nature of Transaction |
Duration |
Amount of transactions during FY 2022-23 |
| 1. |
Purchase of goods (trade goods, components, tools, spares,
etc.) |
Ongoing |
11,355 |
| 2. |
>Purchase of assets |
Ongoing |
- |
| 3. |
Sale of goods (products, components, etc.) |
Ongoing |
161 |
| 4. |
Sale of services (development income, etc.) |
Ongoing |
390 |
| 5. |
Miscellaneous income |
Ongoing |
91 |
| 6. |
Services received (royalty, development charges, IT charges,
etc.) |
Ongoing |
2 |
|
Total |
|
11,999 |
I. Percentage increase in the remuneration of each director, Chief
Financial Officer and Company Secretary during the Financial Year 2022-23 and ratio of the
remuneration of each Director to the median remuneration of the employees of the Company
for the Financial Year 2022-23 are as under:
| SI. |
Name of the Director / Key No. Managerial Personnel |
Category / Designation |
% increase in the remuneration during the
financial yearl |
Ratio to median remuneration of employees2 |
| 1. |
Mr. Markus Bamberger |
Chairman, Non-Executive & Non-Independent Director |
NA |
NA |
| 2. |
Dr. Stefan Hartung |
Non-Executive & Non-Independent Director |
NA |
NA |
| 3. |
Mr. S. V. Ranganath |
Independent Director |
1.1%% |
2.16% |
| 4. |
Mr. Bhaskar Bhat |
Independent Director |
0% |
2.46% |
| 5. |
Ms. Hema Ravichandar |
Independent Director |
0% |
2.14% |
| 6. |
Dr. Gopichand Katragadda |
Independent Director |
9.3% |
2.13% |
| 7. |
Ms. Padmini Khare |
Independent Director |
NA |
NA |
| 8. |
Dr. Pawan Kumar Goenka |
Independent Director |
9.3% |
2.11% |
| 9. |
Mr. Soumitra Bhattacharya |
Managing Director |
33.4% |
62.83% |
| 10. |
Mr. Guruprasad Mudlapur |
Joint Managing Director & Chief Technology Officer |
903.7% |
12.22% |
| 11. |
Mr. Sandeep N. |
Executive Director |
28.2%% |
24.07% |
| 12. |
Mr. Karsten Mueller |
Whole-time Director |
32.9% |
51.14% |
| 13. |
Ms. Divya Ajith |
Company Secretary & Compliance Officer |
42.8% |
0.29% |
| 14. |
Ms. Karin Gilges |
Chief Financial Officer |
NA |
NA |
| 15. |
Mr. Venkataraman Srinivasan |
Company Secretary & Compliance Officer |
NA |
NA |
| 16. |
Ms. Filiz Albrecht |
Non-Executive & Non- Independent Director |
NA |
NA |
Note:
The % increase of remuneration is provided only for Directors and KM P
who have drawn remuneration from the Company for current financial year 2022-23 and
previous financial year 2021-22.
The term ‘Employees? for the above purpose and si. no. Ill
below, includes all employees except employees/associates governed under Longterm wage
settlement.
1, 2, &16 Mr. Markus Bamberger, Dr. Stefan Hartung and Ms. Filiz
Albrecht have waived their right to receive remuneration as Directors of the Company.
7. Appointed as Independent Director from May 19, 2022.
10 Appointed as Joint Managing Director w.e.f. February 09, 2022.
Comparable salary for FY 2021-22 is from 09.02.2022 to 31.03.2022 only.
13. Resigned from the position of Compliance Officer w.e.f May 20,
2022.
14. Appointed as CFO from May 1, 2022
15. Appointed as Company Secretary & Compliance Officer from May
20, 2022
16. Appointed as Non-Executive and Non - Independent Director from July
1, 2022 and resigned with effect from April 15, 2023.
I. The percentage increase in the median remuneration of employees in
the Financial Year:
There was an increase of 14.8% in the median remuneration of employees.
III. The number of permanent employees on the rolls of the Company:
As on March 31, 2023, the Company had 6,211 permanent employees on its
roll.
IV. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last Financial Year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
Percentage increase made in the salaries of the employees other than
the managerial personnel in the last Financial Year i.e. 2022-23 was -27.1% (CTC 2023 over
CTC 2022), whereas the increase in the managerial remuneration in the Financial Year
2022-23 was -13.4% (CTC 2023 over CTC 2022), due to the average Market increase for all
associates.
V. Affirmation that the remuneration is as per the remuneration policy
of the Company:
It is hereby affirmed that the remuneration paid to the Directors, Key
Managerial Personnel and Employees is as per the Nomination and Remuneration Policy of the
Company.
| For and on behalf of the Board of Directors |
|
| Soumitra Bhattacharya |
Guruprasad Mudlapur |
| DIN:02783243 |
DIN:07598798 |
| Managing Director |
Joint Managing Director & Chief Technology Officer |
| Place: Stuttgart, Germany Date: May 10, 2023 |
|
|