gabriel india ltd share price Directors report


To,

The Members,

Your Directors present the 61st 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, 2023.

FINANCIAL RESULTS

(Amount in Rs million)

Particulars

Financial Year 2022-23 Financial Year 2021-22
Net Sales 29,421.42 23,104.55
Earnings before Interest, Tax and Depreciation and Amortisation (EBITDA) 2,136.88 1,459.28
Finance Cost 45.85 42.74
Depreciation and amortisation expenses 485.85 413.61
Profit/(Loss) Before Tax (PBT) 1,779.08 1,264.59
Provision for Taxation:
- Current

- Deferred Tax Profit/(Loss) After Tax (PAT)

435.53

20.02

326.54

42.90

1,323.53 895.15
Profit/(Loss) Account Balance at the beginning of the year 6,862.92 6,161.02
Profit available for appropriations 8,172.10 7,042.47
Appropriations:
Dividend on Equity Shares Tax on Dividend
272.92 179.55
- -
Transferred to General Reserves - -
Profit/(Loss) Account balance at the end of the year 7,899.18 6,862.92

PERFORMANCE HIGHLIGHTS

Your Company recorded net sales of Rs. 29,421.42 million in financial year 2022-23 as compared to Rs. 23,104.55 million in financial year 2021-22, a growth of 27.34%. It reported a 46.43% growth in EBITDA to Rs. 2,136.88 million, largely due to volume growth across all business units viz. 2&3 Wheelers, Passenger Cars, Commercial Vehicles and Aftermarket. The Companys Profit before tax stood at Rs. 1,779.08 million, an increase of 40.68% over financial year 2021-22. Profit after tax of the Company was pegged at Rs. 1,323.53 million compared to Rs. 895.15 million in the financial year 2021-22. The EPS increased to Rs. 9.21 per share in financial year 2022-23 from Rs. 6.23 per share in the financial year 2021-22.

BUSINESS OUTLOOK

FY 2022-23 was marked by global events causing significant disruptions to the world economy, including the Russia- Ukraine conflict, Chinas lockdowns, and the European market slowdown. These led to supply chain disruption and volatile input prices, making cost planning challenging. IMF projects a slight contraction in global economic growth from 3.4% in 2022 to 2.8% in 2023 and 3.0% in 2024. But emerging markets show promising prospects estimated at 3.9% in 2023 and an anticipated increase to 4.2% in 2024.

India showcased resilience with a remarkable 6.8% growth rate, becoming the fastest-growing economy. The governments taxation focus aims to drive economic growth and infrastructure development. The automotive sector emerged as the worlds third-largest market, with 4.25 million vehicle sales. Challenges in the entry-level segment were offset by strong demand for higher-priced cars, SUVs, and premium models. Further, commercial vehicles grew by 34%, and the EV market achieved 1 million sales. Overall, it has been a positive year for the Company.

Key Focus Areas: Companys commitment to cultural transformation and leadership empowerment drives sustainable growth in the past 62 years. This reinforces customer and stakeholder relationships through sustainable practices and prudent financial management. Investments in manufacturing excellence and research and development further has strengthened the roots, establishing it as a trusted industry partner. Additionally, the comprehensive three- year localisation plan strengthens the Companys presence, improves efficiency, and enhances customer engagement.

OPERATIONS

Throughout the full year, the Company experienced exceptional performance, achieving its highest-ever revenue, aligning with the overall success of the auto industry. The Companys strategic alliance with Inalfa Roof System represents its entry into the burgeoning automotive sunroof segment, demonstrating its dedication to Indias transformative auto Sector. With an unwavering commitment to innovation and technology, the Company has strategically positioned itself at the forefront of the automotive industrys transformative shifts. Leveraging remarkable growth in the SUV segment and maintaining a dominant market share exceeding 60% in the EV 2W sector, the Company is well-prepared to seize emerging opportunities and sustain its ongoing success in the dynamic market landscape.

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 31,2023, 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 Companys rating as CRISIL AA/Stable for Long Term facilities.

DIVIDEND

During the year under review your directors declared an interim dividend of Rs. 0.90 per equity share of Rs. 1 each (previous year Rs. 0.55 per equity share of Rs. 1 each). This dividend amounted to ?129.28 million (Previous year Rs. 79.00 million). This was distributed to shareholders, whose names appeared on the Register of Members as on November 18, 2022.

Your directors further recommended for the approval of shareholders a final dividend of Rs. 1.65 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. 237.01 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 Monday, August 07, 2023.

The Company also has its Dividend distribution Policy which has been approved by the Board of Directors. The said policy is available on the Companys 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 2022-23, after all appropriations and adjustments was Rs. 7,899.18 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 Companys website at URL: https://www.anandgroupindia.com/gabrielindia/investors/investor-information/. Future cash benefits like dividends to 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:

S. No.

Particulars

Amount of Dividend (Rs) No. of Shares

1

Final Dividend 2014-15

14,07,030 38,089

2

Interim Dividend 2015-16

11,19,348 39,931

2. Details of matured fixed deposit along with interest accrued thereon transferred to IEPF:

S.

No.

Month for which amount was transferred

Amount of Unclaimed Matured Deposit ( ? ) Amount of Unclaimed Interest ( ?)

1

April-2022

- -

2

May-2022

10,000 135

3

June-2022

25,000 584

4

July-2022

- 17,561

5

August - 2022

- 249

6

September - 2022

11,000 7,618

7

October -2022

- 12,392

8

November - 2022

- 89

9

December - 2022

- 1,953

10

January - 2023

- 14,525

11

February - 2023

- 1,070

12

March - 2023

- 235

3. Details of resultant benefit arising out of shares already transferred to IEPF:

S.

No.

Particulars

Amount (?)

1

Final Dividend 2021-22

11,28,604.00

2

Interim Dividend 2022-23

10,14,982.10

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital as on March 31, 2023 was Rs. 143.64 million comprising of 14,36,43,940 Equity Shares of Rs. 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, 2023, are as mentioned below:

S.

No.

Particulars

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

SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

On May 09, 2023, the Company had acquired 100% equity shares of Inalfa Gabriel Sunroof Systems Private Limited (IGSSPL), a Company incorporated under the Companies Act, 2013 having its registered office at Chennai, Tamil Nadu to make it a Wholly Owned Subsidiary (WOS) to undertake business of engineering, designing, developing, manufacturing, assembly, marketing, sales and distribution of the automotive sunroofs, related child parts and other allied activities.

The Company shall be executing a Joint Venture Agreement with Inalfa Roof Systems Group B.V., a corporation incorporated under the laws of The Netherlands (Inalfa). Inalfa shall acquire 51% of the equity shares of IGSSPL after receiving requisite approvals (including requisite corporate, statutory, and regulatory approvals) resulting into an equity shareholding ratio of Inalfa and the Company as 51:49, respectively.

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:

S. No.

Details

Amount (Rs in million) / Remark

i

Public deposits accepted during the year

-

ii

Deposits that remained unpaid or unclaimed as at the end of the year

0.07

iii

Whether there has been any default in repayment of deposits or payment of Interest thereon:

a. at the beginning of the year

-

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

MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year, 5 Board Meetings and 4 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 detail in the Corporate Governance Report of the Company, which forms part of this Boards Report

MANAGEMENT

A. Directors

As on March 31, 2023, there were eight Directors on the Board of the Company, consisting of 1 Executive Chairperson, 2 Executive Director, 1 Non- Executive Director and 4 Independent Directors.

S. No.

Name of Director

DIN

Position

1 Mrs. Anjali Singh 02082840 Executive Chairperson
2 Mr. Manoj Kolhatkar 03553983 Managing Director
3 Mr. Atul Jaggi 07263848 Deputy Managing Director
4 Mr. Jagdish Kumar 00318558 Non Executive Director
5 Mr. Aditya Vij** 03200194 Non Executive Independent Director
6 Mr. Pradeep Banerjee* 02985965 Non Executive Independent Director
7 Ms. Matangi Gowrishankar 01518137 Non Executive Independent Director
8 Mrs. Pallavi Joshi Bakhru 01526618 Non Executive Independent Director
9 Ms. Mahua Acharya*** 03030535 Non Executive Independent Direcctor

* Mr. Pradeep Banerjee was re-appointed for a second term of 2 years as a Non-Executive Independent Director of the Company w.e.f. December 14, 2022.

** Mr. Aditya Vij ceased to be a Non- Executive Independent Director on March 30, 2023, upon completion of two consecutive terms as an Independent Director.

*** Ms. Mahua Acharya was appointed as an Additional Non- Executive Independent Director w.e.f. March 31, 2023, and her appointment shall be regularised by the members of the Company by passing resolution through postal ballot.

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. Atul Jaggi 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.

S. No.

Name of the director

DIN

1

Mr. Pradeep Banerjee

02985965

2

Ms. Matangi Gowrishankar

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 2022-23.

COMPANYS POLICY ON DIRECTORS 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 Companys 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 policy 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 Companys 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 2022-23.

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 customers 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 its manufacturing processes to meet higher product standards for the exports 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.

FRAUDS 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 arms 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 was revised in line with the amendment in SEBI (LODR) 2015 and the same is available on the Companys 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 REPORT

In terms of the provisions of Regulation 34 of SEBI (LODR), 2015, the Managements Discussion and Analysis Report is set out in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companys 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 to 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 2022-23 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 2022-23 is available on Companys website at URL : https://www. anandgroupindia.com/gabrielindia/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 Companys website at URL : https:// www.anandgroupindia.com/gabrielindia/investors/annual- reports/

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, during the financial year 2022-23.

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. I n 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, 2023 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, 2022 to March 31, 2023, 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, 2023

(DIN 03553983)