Your Directors present the 58th Annual Report on the business and operations of GabrielIndia Limited ('the Company') along with the audited financial statements for thefinancial year ended March 312020.
|Particulars ||Financial Year (FY) ||Financial Year (FY) |
| ||2019-20 ||2018-19 |
|Net Sales ||18543.14 ||20523.75 |
|Earnings before Interest Tax and Depreciation and Amortization (EBITDA) ||1377.98 ||1778.03 |
|Finance Cost ||35.80 ||29.34 |
|Depreciation and amortization expenses ||436.47 ||410.57 |
|Profit/(Loss) Before Tax (PBT) ||1002.70 ||1430.53 |
|Provision for Taxation: || || |
|- Current ||270.77 ||462.75 |
|- Deferred Tax ||(115.15) ||17.90 |
|Total Profit after Taxes (PAT) ||847.08 ||949.88 |
|Profit/(Loss) Account Balance at the beginning of the year ||5112.39 ||4425.35 |
|Profit available for appropriations ||5950.10 ||5363.49 |
|Appropriations: || || |
|Dividend on Equity Shares ||201.10 ||208.28 |
|Tax on Dividend ||41.35 ||42.82 |
|Transferred to General Reserves ||0 ||0 |
|Profit/(Loss) Account balance at the end of the year ||5707.65 ||5112.39 |
In the last month of FY 2019-20 the Novel Coronavirus disease ('COVID-19') pandemicdeveloped rapidly into a global crisis forcing governments to enforce lock-downs of alleconomic activity. In enforcing social distancing to contain the spread of the disease andensuring the health and well-being of all employees the Company's manufacturingfacilities and office operations were closed as and when declared by the concernedgovernment authorities. The employees worked from home wherever possible in accordancewith the guidelines issued by the Central/State/Municipal authorities and necessary officeconnectivity was placed. While the lockdowns and restrictions imposed on variousactivities were necessary to
contain the spread of COVID-19 it has impacted the business operations of the Company.Consequently revenues and profitability have been adversely affected in line with theindustry. The Company is quite confident that the demand situation will pick upprogressively. However the Company has readiness to adapt to the changing businessenvironment and respond suitably to fulfil the needs of its customers. The Company iscontinuing with its Capital projects which are in advanced stages of completion and doesnot foresee any immediate concerns towards their completion.
Your Company recorded net sales of Rs. 18543 million in FY 2019-20 as compared to Rs.20524 million in FY 2018-19 a de-growth of 9.7%. It reported a 22.5% de-growth in EBITDAto Rs. 1378 million largely based on volume de-growth across all Business Units viz.2&3 - Wheelers Passenger Cars Commercial Vehicles and Aftermarket. There was volumegrowth in Railways. The Company's PBT stood at Rs. 1003 million decrease of 29.9% overFY 2018-19 largely because of volume drop in segments as above. Profit after tax of theCompany was pegged at Rs. 847 million compared to Rs. 950 million in FY 2018-19. The EPSdrop to Rs. 5.90 per share in FY 2019-20 from Rs. 6.61 per share in FY 2018-19.
The Company's performance may get hampered due to COVID-19 outbreak which has put thecountry under lockdown for few months. The pandemic has also damaged the sentiments ofconsumers which may affect the performance of your company in FY 2020-21. However yourCompany will continue to focus on qualitative and technological upgradation improve lineefficiency and human productivity. The recent capacity expansion at its Plant at Sanand(Gujarat) will also help to build and sustain the business. Your Company will continue itsthrust on cost optimization and quality enhancement to make strong position to enterglobal platform and deliver FTR (first time right) and ETR (every time right) for exportprograms for which SOP has been planned during FY 2020-21.
The Company's operation efficiency is a result of continuous focus on qualityimprovement cost management employee skill enhancement and technological upgradation.Further growth and improvement in operational efficiency will be driven by theorganization's increased focus on higher employee productivity and quality enhancement.
Your Company has obtained the credit rating from CRISIL Limited ("CRISIL")for its Banking facilities in the month of August 2019. The agency has reaffirmed theCompany's rating as CRISIL AA/Stable for Long Term facilities and FAA+/ Stable for FixedDeposits.
Your Directors declared an interim dividend of Re. 0.45 per equity share of Re. 1 each(previous year Re. 0.55 per equity share of Re. 1 each). This dividend amounted to Rs.64.64 million (Previous year Rs. 79.00 million). The dividend distribution tax thereon wasRs. 13.29 million. This was distributed to shareholders whose names appeared on theRegister of Members as on November 18 2019.
Your Directors further recommended for the approval of shareholders a final dividend ofRe. 0.85 per equity share of Re. 1 each (previous year Re. 0.95 per equity share of Re. 1each). This proposed dividend will amount to Rs. 122.10 million (previous year Rs. 136.46million). Dividend Payout is inclusive of dividend distribution tax. The dividend subjectto its declaration will be distributed to shareholders whose names appear on the Registerof Members on July 312020.
TRANSFER TO RESERVES
The closing balance of the retained earnings of the Company for the FY 2019-20 afterall appropriations and adjustments was Rs. 5707.65 million.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review in terms of Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 following dividendcorresponding shares and matured deposits along with the accrued interest were transferredto the Investor Education and Protection Fund following a due notice to the members. Thesame can be claimed by the respective investor through submission of Form IEPF-5.
The list of shareholders is available on Company's weblink:https://www.anandgroupindia.com/gabrielindia/investors/ investor-information/. Future cashbenefits like dividend to such transferred shares shall be transferred by the Company tobank account of IEPF authority.
1. Details of unclaimed/unpaid dividend and Corresponding shares transferred to IEPF:
|Particulars ||Amount of Dividend (Rs.) ||No. of |
|1 2nd Interim Dividend 2011-12 ||564795 ||60846 |
|2 Interim Dividend 2012-13 ||830445 ||16301 |
2. Details of Matured Fixed Deposit alongwith interest accrued thereon transferred toIEPF :
|Month in which amount was transferred ||Amount of Unclaimed Matured Deposit (Rs.) ||Amount of Unclaimed Interest (Rs.) |
|1 April-19 ||30000 ||51450 |
|2 May-19 ||70000 ||41917 |
|3 July-19 ||25000 ||10286 |
|4 August-19 ||- ||10587 |
|5 September-19 ||- ||17430 |
|6 October-19 ||- ||7875 |
|7 November-19 ||- ||2325 |
|8 January-20 ||- ||11497 |
|9 February-20 ||25000 ||- |
|10 March-20 ||- ||12850 |
3. Details of resultant benefit arising out of shares already transferred to IEPF :
|Sr Particulars No. ||Amount (Rs.) |
|1 Final Dividend 2018-19 ||946897.30 |
|2 Interim Dividend 2019-20 ||446460.30 |
The paid-up Equity Share Capital as on March 31 2020 was Rs. 143.64 million. Duringthe year under review the Company did not issue any shares and did not grant stockoptions or sweat equity shares to employees. The details of the shareholding of theDirectors as on March 312020 are as mentioned below:
|Sr Name of Director No. ||Shareholding ||% of shareholding |
|1 Mrs. Anjali Singh ||641942 equity shares ||0.45% |
|2 Mr. Manoj Kolhatkar ||4000 equity shares ||0.003% |
The Company has discontinued the acceptance of deposits with effect from November 092015. Accordingly no further deposits shall be accepted by the Company under the saidscheme. The deposits already accepted under the said scheme upto November 07 2015 wereserved till their applicable tenure. The details pertaining to deposits is as under:
|Details ||Amount (H in million) /Remark |
|i Public deposits accepted during the year ||NIL |
|ii Deposits that remained unpaid or unclaimed as at the end of the year ||0.15 |
|iii Whether there has been any default in repayment of deposits or payment of Interest thereon: || |
|a. at the beginning of the year. ||NIL |
|b. maximum during the year ||NIL |
|c. at the end of the year ||NIL |
|iv Details of deposits which are not in compliance with the requirements of Chapter V of the Act ||NIL |
MEETINGS OF THE BOARD
The Board of the Company comprised six Directors as on March 31 2020. The Boardcomprised Mrs. Anjali Singh Mr. Manoj Kolhatkar Mr. Jagdish Kumar Mr. Aditya Vij Mr.Pradeep Banerjee and Ms. Matangi Gowrishankar.
The details of the meetings during the financial year under review are mentioned below:
|Sr Date of Meeting No. ||Board Strength ||No. of Directors Present |
|1 May 16 2019 ||6 ||6 |
|2 August 13 2019 ||6 ||6 |
|3 November 7 2019 ||6 ||5 |
|4 February 14 2020 ||6 ||5 |
The maximum time gap between two Board meetings was not more than four months.
The composition of committees constituted by Board alongwith changes if any formspart of the Corporate Governance Report which is a part of Annual report.
The composition of the Board of Directors of the Company is as below.
|Sr Name of No. Director ||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 Mr. Aditya Vij ||03200194 ||Non-Executive Independent Director |
|6 Ms. Matangi Gowrishankar ||01518137 ||Non-Executive Independent Director |
During the year under review the following changes occurred:
1. Mr. Pradipta Sen Independent Director was reappointed on the same position forsecond term for three years from September 18 2019. Subsequently he resigned from thesaid position w.e.f. February 03 2020 due to other pre-occupations and personnelcommitments and had no material reason other than that mentioned above.
2. Mr. Aditya Vij Independent Director was re-appointed on the same position forsecond term for three years from March 312020.
3. Ms. Matangi Gowrishankar was appointed as an Additional Non-Executive IndependentDirector w.e.f. February 14 2020. The Company therefore has also complied with provisionsof Regulation 17 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ('SEBI (LODR) 2015') mandating the requirementof having one independent woman director on Board.
The rationale for her appointment is as under :
Ms. Matangi Gowrishankar is a graduate from XLRI in Personal Management &Industrial Relations and has four decades of leadership experience working across diverseindustries like Banking Financial Services Information Technology Manufacturing Sportand
Fitness and Oil and Gas industry. Her selection for the aforesaid appointment was fromthe Databank of Independent Directors registered with Indian Institute of CorporateAffairs.
The Nomination and Remuneration Committee at its meeting held on February 14 2020based on her credentials had recommended to the Board for her appointment as a Non-Executive Independent Director (Women Director) on the Board of the Company w.e.f.February 14 2020 for a term of five consecutive years. The Board approved the same. Thesaid appointment is being placed before the shareholders in the ensuing Annual GeneralMeeting for approval.
In accordance with the Article 128 129 and 130 of the Articles of Association of theCompany and Section 152(6) (d) and (e) of the Companies Act 2013 Mrs. Anjali Singhretires by rotation and being eligible offers herself 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 theymeet the criteria of independence. The declarations from the said Directors is attached asANNEXURE- A to this Report.
2. Complied with the Code for Independent Directors prescribed in Schedule IV to theAct.
3. Complied with the Code of Conduct for Board of Directors Members of SeniorManagement and Insiders
|Name of Director ||DIN ||Position |
|1 Mr. Aditya Vij ||03200194 ||Non-Executive Independent Director |
|2 Mr. Pradeep Banerjee ||02985965 ||Non-Executive Independent Director |
|3 Ms. Matangi Gowrishankar ||01518137 ||Non-Executive Independent Director |
C. Formal Evaluation
Pursuant to the provisions of the Companies Act 2013 and the Regulations of the 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 ofevaluation forms a part of the Corporate Governance Report.
D. Audit Committee
The Audit Committee was constituted as per the provisions of the Companies Act 2013and Regulation 18 of SEBI (LODR) 2015. The Composition of the Audit Committee as on March312020 was as below:
|Sr Name of No. Director ||DIN ||Position |
|1. Mr. Aditya Vij ||03200194 ||Chairman Non-Executive Independent Director |
|2. Mr. Pradeep Banerjee ||02985965 ||Member NonExecutive |
|3. Mr. Jagdish Kumar ||00318558 ||Member NonExecutive Director |
E. Key Managerial Personnel
During the year under review Mr. Rishi Luharuka was appointed as Chief FinancialOfficer of the Company w.e.f. September 02 2019. There has been no other change in theKey Managerial Person of the Company except above.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Company has in place a Nomination and Remuneration Policy which was duly approvedby the Board in the FY 201415. The remuneration in all forms paid to the ExecutiveDirectors was in compliance with the said Policy. The remuneration to Non-ExecutiveIndependent Directors in the form of commission and sitting fees was also paid in terms ofthe said Policy. The disclosure of the details of the Nomination and Remuneration Policyforms part of the Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT
Disclosures relating to the Loans Guarantees or Investments as defined under Section186 of the Companies Act 2013 forms part of the notes to the Financial Statement.
A Vigil Mechanism in the form of an Ethics Helpline and Whistle Blower Policy wasestablished 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 theCorporate Governance Report. The full text of Policy is available on Company's weblink: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 systemscommensurate with the size of the business nature of the business and risk managementwhich are continuously evaluated by professional internal and statutory auditors ofrepute. The Company continues to improve the present internal control systems byimplementation of appropriate policy and processes evaluated based on the Enterprise RiskManagement and Internal Financial Controls. Adequate benchmarking is done to upgrade thesame from time to time and such update is based on the changes in the risk factorsprobability and impact to the organization. The Company has in place an adequate system toensure effectiveness efficacy of operations compliance with applicable legislationsafeguarding of assets adherence to management policies and promotion of ethical conduct.
Dedicated legal compliance cell ensures that the Company conducts its business withhigh standards of legal statutory and regulatory compliances. The Audit Committee reviewsthe internal control systems and procedures quarterly. The Company maintains a system ofInternal Financial Controls (IFC) designed to provide a high degree of assurance onvarious business areas such as Procure to Pay Inventory Order to Cash Fixed AssetsHuman Resource Legal Book Close and MIS regarding effectiveness and efficiency ofoperations 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 andalso retaining the back-up of the same in a common secured server for future reference.
BUSINESS RISK MANAGEMENT
Like any other industry the Company faces several business risks. There is growingcompetition in the suspension industry which is putting emphasis on developing competitiveproducts with high performance quality and longer life at lower cost.
The Company's business is exposed to internal and external risks which are identifiedand revisited every two years. Some of the key risks identified are a threat to marketshare due to global competition strain on margins exports business growth and regulatorycompliance. A Risk Committee formed under the Chairmanship of the Chief Financial Officer(CFO) meets every quarter to review progress of actions planned and an update of the sameis presented to the Board. The Company has taken necessary actions for Risk mitigation inthe financial year 2019-20.
The key risks of the organization are:
The Company has customer relationships with a large number of OEMs in all businesssegments - Passenger Cars Commercial Vehicles 2 and 3 - Wheelers and Railways which hassubstantially mitigated industry risk. Additionally the Company is continuously wideningits Exports and Aftermarket presence.
The Company is working closely with customers to develop products collaboratively fortheir upcoming models. The Company has identified Cost Leadership as one of the keydrivers to combat competition and is working aggressively to retain its status as a lowcost manufacturer.
The Company is investing in automation and process upgradation thus strengtheningmargins in the process. The Company invested in renewable energy with the objective tomoderate costs in long term. Company is investing at locations close to customer'slocation to garner new businesses.
The Company has a rationalized vendor base to enhance purchasing efficiencies. TheCompany has successfully minimized excessive dependence on specific vendors. This wasachieved by way of strategic partnerships alternate sourcing and vendor consolidation forhigh-risk vendors.
Company continue to use e-Sourcing to get additional cost reductions from existing /new vendors on regular basis. Annual Cost reduction workshops are continuing to give newavenues to control the Raw Material costs.
The Company commissioned a full-fledged 2 - Wheelers R&D Centre at Hosur inDecember 2013 and strengthened its R&D capabilities in its Passenger Cars andCommercial Vehicles and Railways Business Unit at Pune. A modern R & D setup focusedon 4W & CVR BU is planned in FY 2020-2021 at Chakan.
The Company has set up a dedicated team to focus on Exports for the regions of SouthAsia ASEAN Middle East and Latin America. The Company is constantly working on upgradingit's manufacturing processes to meet higher product standards for Exports business.
The Company has adequate controls to ensure that all transactions are correctlyauthorised recorded and reported. Its internal control system is supplemented by anextensive array of internal audits reviews of findings and assessment of improvementopportunities across business processes systems and controls. The Company has establishedCompliance software across all Plants and at its Registered Office to ensure the same. TheCompany has identified additional risk of Statutory and EHS compliance at key vendors forcontinuous monitoring. The Company has engaged external agency to work on this keyinitiative since FY 2017-18.
This risk can arise due to unanticipated contingencies which may arise due to internalor external factors. Company has defined Business Continuity Plan (BCP) and DisasterRecovery Plan (DRP) to ensure smooth running of Business and operation safeguarding ofthe Assets Employee/People/ Visitor Health safety and compliances. Adequate controls areupdated and documented based on the risk factors Government Guidelines notificationsissued from time to time. BCP plan outlines the procedures for immediate management levelresponses to manage the crisis which includes business recovery strategies. DRP planoutlines specific procedures required to recover and restore critical IT systems duringsuch unanticipated disruptive events.
Due to recent COVID-19 pandemic the Company was able to successfully channelizeinternally with the limited resources available.
FRAUDS REPORTED BY AUDITOR
During the year under review neither Statutory Auditor nor Secretarial Auditorreported any instance of fraud in the Company.
EXPLANATION IN RESPOSE TO THE AUDITORS' QUALIFICATION
During the year under review neither Statutory Auditor nor Secretarial Auditorreported 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 ornot in the ordinary course of business and further could be considered material inaccordance 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 ofall Related Party Transactions in terms of IND AS 24 are forming part of the financialstatements.
The Policy on Materiality of Related Party Transactions and dealing with Related PartyTransactions as approved by the Board may be accessed 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 havingcompetent jurisdiction which could have an impact on the business of the Company underthe going concern concept.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on;
1. Meetings of the Board of Directors
2. General Meetings
4. Reports of the Board of Directors
CORPORATE GOVERNANCE REPORT
A separate section on Corporate Governance is included in the Annual Report and theCertificate from the Company's Auditors confirming the compliance of conditions ofCorporate 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'sDiscussion and Analysis is set out in this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the requirement of Section 135 of the Companies Act 2013 the Companyconstituted a CSR Committee and
CSR Policy to track related transactions and initiatives. The detailed Policy is postedon the Company's website. Further a detailed report on the CSR activities inter- aliadisclosing the composition of CSR Committee and CSR activities is attached as ANNEXUREB - I and II to this Report.
The disclosure pertaining to the constitution of committee and number of meetings heldduring the year forms part of the Corporate Governance Report which is a part of AnnualReport.
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 ANNEXUREC to this Report.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has zero tolerance for sexual harassment at workplace. The Company has inplace a Prevention of Sexual Harassment Policy in line with the requirements of the SexualHarassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013.Through the Policy the Company has constituted a Committee and established a grievanceprocedure through Internal Complaints Committee for protection against victimization.
During the year under review No complaint of sexual harassment was raised.
The Company is committed to provide a healthy environment to all its employeesconducive to work without the fear of prejudice and gender bias.
AUDITORS Statutory Auditors
In 54th Annual General Meeting held on July 29 2016 M/s. B. K. Khare and Co.Chartered Accountants have been appointed as Statutory Auditors of the Company for aperiod of 5 years. M/s B K Khare & Co Chartered accountant has been continued asstatutory Auditor of the Company for the 5th year.
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 theSecretarial Audit. The self-explanatory Report of the Secretarial Audit is attached as ANNEXURED to this Report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return as per Section 92 (3) of the Companies Act 2013 andRule 12 (1) of the Companies (Management and Administration) Rules 2014 in the Form MGT 9- is available on Company's weblink : https://www.anandgroupindia.com/gabrielindia/investors/annual-reports/
PARTICULARS OF EMPLOYEES
The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are attached as ANNEXURES E and F to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
1. In preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.
2. The Directors have selected such accounting policies and applied them consistentlyand made judgments and
estimates that are reasonable and prudent to give a true and fair view of the state ofaffairs of the Company at the end of the financial year March 312020 and of the Profit ofthe Company for that period.
3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets 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 andthat such financial controls are adequate and operating effectively.
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to thank the collaborators technology partners financialinstitutions bankers customers suppliers shareholders and employees for theircontinued support and co-operation
| ||For and on behalf of the Board |
| ||Anjali Singh |
|Place: Pune || |
|Date: May 19 2020 ||(DIN 02082840) |