To,
The Members,
Your Directors present the 62nd Annual Report on the
business and operations of Gabriel India Limited ('the Company'), along with the
Audited Financial Statements for the financial year ended March 31,2024.
FINANCIAL RESULTS
(Rs in million)
Particulars |
Financial Year 2023-24 |
Financial Year 2022-23 |
Net Sales |
33,032.13 |
29,264.93 |
Earnings before Interest, Tax and Depreciation and
Amortisation (EBITDA) |
2,929.70 |
2136.88 |
Finance Cost |
54.36 |
45.85 |
Depreciation and amortisation expenses |
565.77 |
485.85 |
Profit/(Loss) Before Tax (PBT) |
2,500.38 |
1,779.08 |
Provision for Taxation: |
|
|
- Current |
669.71 |
435.53 |
- Deferred Tax |
(20.93) |
20.02 |
Profit/(Loss) After Tax (PAT) |
1,851.60 |
1,323.53 |
Profit/(Loss) Account Balance at the beginning of the year |
7,899.18 |
6,862.92 |
Profit available for appropriations |
9,733.70 |
8,172.10 |
Appropriations: |
|
|
Dividend on Equity Shares |
452.48 |
272.92 |
Tax on Dividend |
- |
- |
Transferred to General Reserves |
- |
- |
Profit/(Loss) Account balance at the end of the year |
9,281.21 |
7,899.18 |
FINANCIAL/PERFORMANCE HIGHLIGHTS
Your Company recorded net sales of Rs 33,032.13 million in financial
year 2023-24 as compared to Rs 29,264.93 million in financial year 2022-23, a growth of
12.87%. It reported a 37.10 % growth in EBITDA to Rs 2,929.70 million, largely due to
Volume growth across all business units viz 2&3 wheelers, Passenger cars, commercial
vehicles and aftermarket. The Company's Profit before tax stood at 2,500.38, an
increase of 40.54% over the financial year 2023-24. Profit after tax of the Company was
pegged at Rs 1,851.59 million compared to Rs 1323.53 million in the financial year
2023-24. The EPS increased to '12.89 per share in financial year 2023-24 from Rs 9.21 per
share in the financial year 2022-23.
BUSINESS OUTLOOK
The global economy showed resilience in CY 2023, recovering modestly at
an estimated growth rate of 3.2%, according to IMF projections. This expansion was fueled
by pent-up consumer demand, tight labor markets, and leftover savings from the pandemic
era. Advanced economies saw mixed results, with the United States showing robust consumer
spending growth of 2.5%, while the Eurozone lagged at 0.4% growth due to high energy
prices. Emerging and developing economies outperformed, collectively growing at a stronger
4.3% clip driven by China's reopening and India's domestic demand.
India's economy continued to shine, with an impressive projected GDP
growth of 7.6%, driven by robust domestic demand and supportive government policies. This
stellar performance stemmed from increased capital expenditure, vibrant economic activity
across sectors, and initiatives aimed at uplifting vulnerable segments. India's global
standing was significantly bolstered by its emergence as the world's third-largest
automobile market, producing 28.43 million vehicles during the April 2023 to March 2024
period. In the automotive sector, the passenger vehicle market is poised for significant
60% growth over the next three years, with major OEMs investing in new facilities. The
commercial vehicle segment faces relatively lower growth prospects in India but presents
ample global opportunities. The two- wheeler and three-wheeler market is anticipated to
grow 11% in FY 2024-25, with OEMs launching new premium models.
Over the past 62 years, our commitment to cultural transformation and
leadership empowerment has driven sustainable growth. We are integrating and stabilising
new business streams to drive growth and business sustenance, ensuring continued success
and value for our stakeholders. This has reinforced customer and stakeholder relationships
through sustainable practices and prudent financial management. Investments in
manufacturing excellence and research and development have solidified our standing as a
trusted industry partner. Our comprehensive three-year localisation plan enhances market
presence, efficiency, and customer engagement.
OPERATIONS
Throughout FY 2023-24, the Company delivered exceptional performance
with record revenue growth, aligning with the auto industry's success. Demonstrating its
dedication to India's transformative auto sector, the Company's strategic alliance with
Inalfa Roof Systems marked its entry into the burgeoning automotive sunroof segment. Key
highlights included prestigious awards from Maruti Suzuki, M&M, and VECV for
outstanding support, new technologies, product innovation, and sustainability initiatives.
The Company made strides in cost management through its CoRe-90 program covering commodity
prices, productivity, conversion costs and quality improvements. In the two- wheeler
segment, it garnered accolades from HMSI, TVS, Bajaj, REML, Piaggio, and SMIPL for
quality, sustainability, new product development and supply chain excellence, while
successfully submitting a semi-active suspension proof of concept to TVS. With innovation,
manufacturing excellence and strong customer relationships, the Company capitalised on
emerging opportunities to maintain market leadership.
PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
Inalfa Gabriel Sunroof Systems Private Limited. ('IGSSPL') became a
wholly owned subsidiary of the Company on May 09, 2023. It is engaged in the business of
engineering, designing, developing, manufacturing, assembly, marketing, sales, and
distribution of automotive sunroofs and has completed its first financial year on March
31, 2024. It reported an operating revenue of Rs 599.79 million during the said financial
year. This year, being the first year of the operation, the Company reported a loss of Rs
54.99 million. Gabriel Europe Engineering Centre BV ('G.E.E.C.') was incorporated on
July 14, 2023 in Belgium as a wholly owned subsidiary of the Company. The main activity of
G.E.E.C. is to conduct research and to develop, purchase, sell, lease and promote
automotive technology and products in a broad sense and which focus, inter alia, on the
development and production of shock absorbers and has completed its first financial year
on March 31, 2024. It reported an operating revenue of Rs 5.76 million during the said
financial year. The profit after tax for the year is Rs 0.58. EBIDTA is reported at Rs
0.85 million.
A report containing the performance, financial position and the
contribution of subsidiary companies to the overall performance of the Company as required
by the Companies
Act, 2013 (hereinafter referred to the 'Act') is provided as an
annexure (Form AOC-1) to the consolidated financial statements and hence are not repeated
here for the purpose of brevity.
Further, no Company has ceased to be the subsidiary company during the
year under review.
The Audited Financial Statements of each of the subsidiary companies
are also available on the website of the Company at the web-link
ittps://www.anandgroupindia.com/gabrielindia/investors/annual-reports/.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of your Company
during the year.
MATERIAL CHANGES AND COMMITMENTS
During the year under review no material changes and commitments
occurred between the end of the financial year as on March 31,2024, and the date of this
report which affects the financial position of the Company.
CREDIT RATING
Your Company has obtained the credit rating from CRISIL Limited
("CRISIL') for its banking facilities. The agency has reaffirmed the
Company's rating as CRISIL AA/Stable for long term facilities.
DIVIDEND
During the year under review your directors declared an interim
dividend of '1.50 per equity share of Rs 1 each (previous year Rs 0.90 per equity share of
Rs 1 each). This dividend amounted to Rs 215.47 million (Previous year Rs 129.27 million).
This was distributed to shareholders, whose names appeared on the Register of Members as
on November 17, 2023.
Your directors further recommended for the approval of shareholders a
final dividend of Rs 2.50 per equity share of Rs 1 each (previous year Rs 1.00 per equity
share of Rs 1 each). This proposed dividend will amount to Rs 359.10 million (previous
year Rs 143.64 million). Income Tax Act, 1961, ("the IT Act") as amended by the
Finance Act, 2020, mandates that dividends paid or distributed by a company after April
01,2020, shall be taxable in the hands of members hence the dividend payout is exclusive
of dividend distribution tax. The dividend, subject to its declaration, will be
distributed to shareholders whose names appear on the Register of Members on Wednesday,
August 07, 2024.
The Company also has its Dividend Distribution Policy which has been
approved by the Board of Directors. The said policy is available on the Company's
website at URL: https://www.anandaroupindia.com/aabrielindia/investors/
corporate-governance/
TRANSFER TO RESERVES
The closing balance of the retained earnings of the Company for the
financial year 2023-24, after all appropriations and adjustments was Rs 9281.21 million.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, in terms of Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 following
dividend, corresponding shares and matured deposits along with the accrued interest were
transferred to the Investor Education and Protection Fund following a due notice to the
members. The same can be claimed by the respective investor through submission of Form
IEPF-5.
The list of shareholders is available on Company's website at URL:
https://www.anandgroupindia.com/gabrielindia/ investors/investor-information/. Future cash
benefits like dividends on such transferred shares shall be transferred by the Company to
bank account of IEPF authority.
1. Details of unclaimed/unpaid dividend and Corresponding shares
transferred to IEPF:
Sr. Particulars No. |
Amount of Dividend (Rs) |
No. of Shares |
1 Final Dividend FY 2015-16 |
1,805,269 |
48,550 |
2 Interim Dividend FY 2016-17 |
1,124,759 |
14,540 |
2. Details of matured fixed deposit along with interest accrued thereon
transferred to IEPF:
Sr. Month for which No. amount was transferred |
Amount of Unclaimed Matured Deposit (Rs) |
Amount of Unclaimed Interest
(Rs) |
1 April 2023 |
- |
5,250 |
2 May 2023 |
75,000 |
- |
3 June 2023 |
- |
27,642 |
4 July 2023 |
- |
10,750 |
5 August 2023 |
- |
9,720 |
6 September 2023 |
- |
14,456 |
7 October 2023 |
- |
- |
8 November 2023 |
38,000 |
13,106 |
9 December 2023 |
- |
1,221 |
10 January 2024 |
39,000 |
1,225 |
11 February 2024 |
- |
11,572 |
12 March 2024 |
- |
- |
3. Details of resultant benefit arising out of shares already
transferred to IEPF:
Sr. No. Particulars |
Amount (Rs) |
1 Final Dividend FY 2022-23 |
1,767,785 |
2 Interim Dividend FY 2023-24 |
1,950,793 |
SHARE CAPITAL
The issued, subscribed and paid-up equity share capital as on March 31,
2024, was '143.64 million comprising of 14,36,43,940 equity shares of '1 each. During the
year under review, the Company did not issue any shares and did not grant stock options or
sweat equity shares to employees. The details of the shareholding of the Directors as on
March 31,2024, are as mentioned below:
Sr. Name of Director No. |
Shareholding |
% of
shareholding |
1 Mrs. Anjali Singh |
6,41,942 equity shares |
0.45 |
2 Mr. Manoj Kolhatkar |
4,000 equity shares |
0.003 |
3 Mrs. Pallavi Joshi Bakhru |
22,500 equity shares |
0.016 |
DEPOSITS
The Company has discontinued the acceptance of deposits with effect
from November 09, 2015. Accordingly, no further deposits shall be accepted by the Company
under the said scheme. The deposits already accepted under the said scheme up to November
07, 2015, were served till their applicable tenure. The details pertaining to deposits is
as under:
Sr. No. Details |
Amount (Rs in million) / Remark |
Public deposits accepted during the year |
NIL |
ii Deposits that remained unpaid or unclaimed as at the end
of the year |
NIL |
iii Whether there has been any default in repayment of
deposits or payment of Interest thereon: |
NIL
NIL |
a. at the beginning of the year |
NIL |
b. maximum during the year |
|
c. at the end of the year |
|
iv Details of deposits which are not in compliance with the
requirements of Chapter V of the Companies Act, 2013 |
NIL |
MEETINGS OF THE BOARD AND AUDIT COMMITTEE
During the year under review, seven (7) Board meetings and five (5)
Audit Committee meetings were convened and held, the details of which are given in the
Corporate Governance Report forming part of this Annual Report. The intervening gap
between the meetings did not exceed the period 120 days as prescribed under the Companies
Act, 2013.
COMMITTEES
The Company has the following committees, which have been established
as a part of the corporate governance practices and are in compliance with the
requirements of the relevant provisions of applicable laws and statutes.
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee
The details with respect to the compositions, powers, roles, terms of
reference and number of meetings held during the year of relevant committees are given in
Corporate Governance Report of the Company, which forms part of this Board's Report
MANAGEMENT
A. Directors
As on March 31, 2024, there were seven Directors on the Board of the
Company, consisting of 1 Executive Chairperson, 1 Executive Director, 1 Non- Executive
Director and 4 Independent Directors.
Sr. Name of Director No. |
DIN |
Position |
1 Mrs. Anjali Singh |
02082840 |
Executive Chairperson |
2 Mr. Manoj Kolhatkar |
03553983 |
Managing Director |
3 Mr. Jagdish Kumar |
00318558 |
Non-Executive Director |
4 Mr. Pradeep Banerjee |
02985965 |
Non-Executive Independent
Director |
5 Ms. Matangi Gowrishankar |
01518137 |
Non-Executive Independent
Director |
6 Mrs. Pallavi Joshi Bakhru |
01526618 |
Non-Executive Independent
Director |
7 Ms. Mahua Acharya |
03030535 |
Non-Executive Independent
Director |
During the year under review, Mr. Atul Jaggi, Deputy Managing Director
ceased to be the Executive Director of the Company with effect from February 29, 2024.
In accordance with Article 128, 129 and 130 of the Articles of
Association of the Company and Section 152(6)(d) and (e) of the Companies Act, 2013, Mr.
Jagdish Kumar retires by rotation and being eligible, offers himself for reappointment.
B. Declaration of independence and statement on compliance of code of
conduct
The Non-Executive Independent Directors enlisted below have:
1. Provided a declaration under Section 149(7) of the Companies Act,
2013 that they meet the criteria of independence. The declaration from the said directors
is attached as Annexure A' to this Report.
2. Complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013.
3. Complied with the Code of Conduct for Board of Directors, Members of
Senior Management, and Insiders.
Sr. Name of the Director No. |
DIN |
1 Mr. Pradeep Banerjee |
02985965 |
2 Ms. Matangi Gownshankar |
01518137 |
3 Mrs. Pallavi Joshi Bakhru |
01526618 |
4 Ms. Mahua Acharya |
03030535 |
C. Formal Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the
Regulations of the Securities and Exchange Board of India (Listing Obligations &
Disclosure Requirements) Regulations, 2015 ('SEBI (LODR), 2015'), the Board carried
out an annual evaluation of its own, its Committees, the Chairperson, and the Directors,
individually. A detailed note on the manner of evaluation forms a part of the Corporate
Governance Report.
D. Key Managerial Personnel
There has been no change in the Key Managerial Personnel of the Company
during the financial year 2023-24.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Company has in place a Nomination and Remuneration Policy which was
duly approved by the Board in the financial year 2014-15. The remuneration, in all forms,
paid to the Executive Directors was in compliance with the said policy. The remuneration
to Non-executive Independent Directors in the form of commission and sitting fees was also
paid in terms of the said policy. The disclosure of the details of the Nomination and
Remuneration Policy forms part of the Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Disclosures relating to Loans, Guarantees or Investments, as defined
under Section 186 of the Companies Act, 2013, forms part of the Notes to the Financial
Statement.
VIGIL MECHANISM
A Vigil Mechanism in the form of an Ethics Helpline and Whistle Blower
Policy was established by the Company to trace and deal with instances of fraud and
mismanagement. The details/report for the same was directly reported to the Audit
committee Chairman. A brief note on the Whistle Blower Policy is disclosed in the
Corporate Governance Report. The full text of Policy is available on Company's
website at URL : https://www.anandgroupindia.com/wp- content/uploads/2018/01
/Gabriel-India-Whistle-Blower- Policy.pdf
INTERNAL CONTROLS AND SYSTEMS
The Company has established adequate internal control systems and
vigilance systems to commensurate with the size of the business, nature of the business
and risk management which are continuously evaluated by professional internal and
statutory auditors of repute. The Company continues to improve the present internal
control systems by implementation of appropriate policies and processes evaluated based on
the Enterprise Risk Management, Internal Financial Controls and Internal Audits. Adequate
benchmarking is done to upgrade the same from time to time and such update is based on the
changes in the risk factors, probability and impact to the organisation. The Company has
in place an adequate system to ensure effectiveness, efficacy of operations, compliance
with applicable legislation, safeguarding of assets, adherence to management policies and
promotion of ethical conduct.
A dedicated legal compliance cell ensures that the Company conducts its
business with high standards of legal, statutory and regulatory compliances. The Audit
committee reviews the internal control systems and procedures quarterly. The Company
maintains a system of Internal Financial Controls ('IFC') designed to provide a high
degree of assurance on various business areas such as Inventory, Procure to Pay, Record to
Report, Legal, Order to Cash, Fixed Assets, Human Resource, Information Technology
regarding effectiveness and efficiency of operations, reliability of financial controls
and compliance with laws and regulations. This is done by recording the results of key
manual controls status across the Company and retaining the back-up of the same in a
common secured server for future reference. The Audit committee periodically evaluates
internal financial controls and risk management system.
BUSINESS RISK MANAGEMENT
Like any other industry, the Company faces several business risks. The
Company's business is exposed to internal and external risks which are identified and
revisited every year. For proper risk management, the Company has Risk Management Policy
and a well-defined Risk framework comprising of Risk Governance, Risk Enabled Strategic
Processes, Risk Enabled Operational Processes, Coordinated Risk Assurance and Technology
Enablement. A Risk Management Committee formed and comprising of two Non-executive
Independent Directors and one Non- executive Director meets every quarter to monitor
various components of the risk framework in compliance to Risk Management Policy, review
progress of actions planned and an update of the same is presented to the Board members.
The Company has taken necessary actions for risk mitigation in the financial year 2023-24.
The key risks of the organisation are as under. The Company has plans
to mitigate the same.
Industry Risk
The Company has customer relationships with a large number of OEMs in
all business segments - 2&3 Wheelers, Passenger cars, Commercial vehicles and Railways
which has substantially mitigated industry risk. Additionally, the Company is continuously
widening its exports and aftermarket presence.
Competition Risk
The Company is working closely with customers to develop products
collaboratively for their upcoming models. The Company has identified cost leadership as
one of the key drivers to combat competition and is working aggressively to retain its
cost competitiveness.
The Company is investing in automation and process upgradation, thus
strengthening margins in the process. The Company invested in renewable energy with the
objective to moderate costs in long term. Company is investing at locations close to
customer's location to garner new businesses.
The Company has drawn a technology road map and has taken up various
projects under automation initiative to manage and mitigate technology risk arising due to
dated software, lack of automation and high dependency of manual efforts.
For improvement of quality, initiatives such as COPQ 2.0 and AHQ have
been implemented to aid in managing and mitigating risk of sub-standard product quality
that may result in reduction of export volumes / increasing warranty costs.
The Company has developed plan with quarterly targets focusing on
developing new products to ensure increase foothold in the market in line with long term
strategic plans.
Procurement Risk
The Company has a rationalised vendor base to enhance purchasing
efficiencies. The Company has successfully minimised excessive dependence on specific
vendors. This was achieved by way of strategic partnerships, alternate sourcing, and
vendor consolidation for high-risk vendors. The Company continues to use e-sourcing to get
additional cost reductions from existing / new vendors on a regular basis. Annual cost
reduction workshops are continuing to give new avenues to control the raw material costs.
Import localisation has helped the Company to reduce strain on margins due to competitive
pricing.
Export Risk
The Company commissioned a full-fledged Two Wheelers R&D Centre at
Hosur in December 2013 and strengthened its R&D capabilities in its Passenger Cars,
Commercial Vehicles and Railways Business Unit at Pune. A modern R&D Technology Center
for Passenger Cars and Commercial Vehicles product development was established at Chakan,
Pune.
The Company has set up a dedicated team to focus on exports for the
regions of South Asia, ASEAN, the Middle East and Latin America. The Company is constantly
working on upgrading it's manufacturing processes to meet higher product standards for the
export business.
Compliance Risk
The Company has adequate controls to ensure that all transactions are
correctly authorised, recorded and reported. Its internal control system is supplemented
by an extensive array of internal audits, reviews of findings and assessment of
improvement opportunities across business processes, systems and controls. The Company has
established compliance software across all Plants and at its registered office to ensure
the same. The Company has identified additional risk of statutory and EHS compliance at
key vendors for continuous monitoring.
Contingency Risk
This risk can arise due to unanticipated contingencies which may arise
due to internal or external factors. The Company has defined Business Continuity Plan
('BCP') and Disaster Recovery Plan ('DRP') to ensure smooth running of business and
operation, safeguarding of the assets, employee/ people/ visitor health safety and
compliances. Adequate controls are updated and documented based on the risk factors,
government guidelines, notifications issued from time to time. BCP plan outlines the
procedures for immediate management level responses to manage the crisis which includes
business recovery strategies. DRP plan outlines specific procedures required to recover
and restore critical IT systems during such unanticipated disruptive events.
FRAUD REPORTED BY AUDITOR
During the year under review, no instance of fraud in the Company was
reported by the Auditors.
EXPLANATION IN RESPOSE TO THE AUDITORS' QUALIFICATION
During the year under review, neither Statutory Auditor nor Secretarial
Auditor and Cost Auditor reported any qualifications, reservations, or adverse remarks in
their respective reports.
CONTRACT AND ARRANGEMENT WITH RELATED PARTIES
During the year under review, the Company has not entered into any
contract/ arrangement/ transaction with related parties which were either not at an
arm's length or not in the ordinary course of business and further could be
considered material in accordance with the Policy of the Company on materiality of related
party transactions. Hence, there is no information to be provided in Form AOC-2, while the
particulars of all related party transactions in terms of IND AS 24 forms part of Notes to
the Financial Statements provided in this Annual Report.
The Policy on Materiality of Related Party Transactions and dealing
with Related Party Transactions is available on the Company's website.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the regulators
or courts having competent jurisdiction, which could have an impact on the business of the
Company under the going concern concept.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.
CORPORATE GOVERNANCE REPORT
A separate section on Corporate Governance is included in the Annual
Report and the certificate from the Secretarial Auditors, confirming the compliance of
conditions of Corporate Governance, as stipulated under SEBI (LODR), 2015 is annexed
thereto.
MANAGEMENT DISCUSSION ANALYSIS
In terms of the provisions of Regulation 34 of SEBI (LODR), 2015, the
Management's Discussion and Analysis is set out in this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company's Corporate Social Responsibility Policy is hosted on
the website of the Company. The Company has a CSR Committee to monitor adherence to
Corporate Social Responsibility Policy and to track transactions related to Ongoing /
Non-ongoing projects etc. A detailed report on the CSR activities inter- alia disclosing
the composition of CSR Committee and CSR activities is attached as Annexure B-I to
this Report. Certification by Chief Financial Officer on disbursement and utilisation of
Corporate Social Responsibility funds is attached as Annexure B - II' to this
Report.
The disclosure pertaining to the constitution of committee and number
of meetings held during the year forms part of the Corporate Governance Report which is a
part of Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 134(m) of the Companies Act, 2013, read with
the Companies (Accounts) Rules 2014, information relating to the foregoing matters is
attached as Annexure C' to this Report.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has zero tolerance for sexual harassment at workplace. The
Company has in place a Prevention of Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules framed thereunder. Through the policy, the Company has
constituted a committee and established a grievance procedure through Internal Complaints
Committee ('ICC') for protection against victimisation.
During the year under review no complaint of sexual harassment was
raised.
The Company is committed to providing a healthy environment for all its
employees conducive to work without the fear of prejudice and gender bias.
AUDITORS Statutory Auditors
In 59th Annual General Meeting held on August 04, 2021,
Price Waterhouse Chartered Accountants LLP (PWC), were appointed as Statutory Auditors of
the Company for a period of five years till the conclusion of the 64th Annual
General Meeting of the Company.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company appointed KPRC & Associates, a firm of Company Secretaries in practice, to
undertake the Secretarial Audit. The self-explanatory Report of the Secretarial Audit is
attached as Annexure D' to this Report.
Cost Audit
In terms of the provisions of Section 148 of the Companies Act, 2013,
the Company is required to have the audit of its cost records conducted by a Cost
Accountant. The Board of Directors of the Company has on the recommendation of the Audit
committee, approved the appointment of M/s. Dhananjay V. Joshi and Associates, Cost
Accountants, Pune as Cost Auditors (Registration No. 00030) of the Company for financial
year 2023-24 to conduct cost audits for relevant products prescribed under the Companies
(Cost Records and Audit) Rules, 2014. On recommendation of the Audit committee, the Board
has recommended to the members, as per resolution set in item number 4 of the Notice of
the forthcoming Annual General Meeting, the remuneration payable to the said Cost
Auditors. M/s. Dhananjay V Joshi and Associates, have, under Section 139(1) of the Act and
the Rules framed thereunder furnished a certificate of their eligibility and consent for
appointment. The cost accounts and records of the Company are duly prepared and maintained
as required under Section 148(1) of the Companies Act, 2013.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and
Administration) Rules, 2014 the Annual Return for financial year
2023-24 is available on Company's website at URL :
https://www.anandaroupindia.com/aabrielindia/investors/ annual-reports/
PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other detail as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure E'.
Statement containing particulars of top 10 employees and particulars of
employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available
on Company's website at URL: https://www.anandgroupindia.com/gabrielindia/investors/
annual-reports/.
None of the employees listed therein are related to any Director of the
Company.
In furtherance to the above, Mrs. Anjali Singh, Whole-time Director of
the Company has received remuneration from Asia Investments Private Limited, its holding
company, for the financial year 2023-24.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013:
1) In preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures.
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent, to
give a true and fair view of the state of affairs of the Company at the end of the
financial year March 31, 2024, and of the Profit of the Company for that period.
3) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this act
for safeguarding the assets of the Company and for preventing / detecting fraud and other
irregularities.
4) The Directors have prepared the annual accounts on a going concern
basis.
5) The Directors have laid down internal financial controls followed by
the Company and that such financial controls are adequate and operating effectively.
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS
There are no applications made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR
FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF
There are no such events occurred during the period from April 01,2023
to March 31,2024, thus no valuation is carried out for the one-time settlement with the
Banks or Financial Institutions
ACKNOWLEDGEMENTS
Your Directors wish to thank the collaborators, technology partners,
financial institutions, bankers, customers, suppliers, shareholders and employees for
their continued support and co-operation.
|
For and on behalf of the Board |
|
Manoj Kolhatkar |
Place: Pune |
Managing Director |
Date: May 23, 2024 |
(DIN 03553983) |