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Gabriel India Ltd.

BSE: 505714 Sector: Auto
BSE 00:00 | 09 Dec 180.85 -5.25






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OPEN 186.00
VOLUME 42917
52-Week high 200.65
52-Week low 102.45
P/E 21.28
Mkt Cap.(Rs cr) 2,597
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 186.00
CLOSE 186.10
VOLUME 42917
52-Week high 200.65
52-Week low 102.45
P/E 21.28
Mkt Cap.(Rs cr) 2,597
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gabriel India Ltd. (GABRIEL) - Director Report

Company director report


The Members

Your Directors present the 60th Annual Report on the business and operations of GabrielIndia Limited ('the Company') along with the Audited Financial Statements for thefinancial year ended March 312022.


(Rs in million)

Particulars Financial Year 2021-22 Financial Year 2020-21
Net Sales 23104.55 16793.52
Earnings before Interest Tax and Depreciation and Amortisation (EBITDA) 1459.28 1025.25
Finance Cost 42.74 65.45
Depreciation and amortisation expenses 413.61 423.85
Profit/(Loss) Before Tax (PBT) 1264.59 779.07
Provision for Taxation:
- Current 326.54 148.91
- Deferred Tax 42.90 2743
Profit/(Loss) After Tax (PAT) 895.15 602.73
Profit/(Loss) Account Balance at the beginning of the year 6161.01 5707.65
Profit available for appropriations 7042.46 6311.85
Dividend on Equity Shares 179.55 150.83
Tax on Dividend - -
Transferred to General Reserves - -
Profit/(Loss) Account balance at the end of the year 6862.91 6161.01


Your Company recorded net sales of ' 23104.55 million in financial year 2021-22 ascompared to ' 16793.52 million in financial year 2020-21 a growth of 37.58%. It reporteda 42.34% growth in EBITDA to ' 1459.28 million largely due to volume growth across allbusiness units viz. 2&3 Wheelers Passenger Cars Commercial Vehicles and Aftermarket.The Company's Profit before tax stood at ' 1264.59 million an increase of 62.32% overfinancial year 2020-21. Profit after tax of the Company was pegged at ' 895.15 millioncompared to ' 602.73 million in financial year 2020-21. The EPS increased to ' 6.23 pershare in financial year 2021-22 from ' 4.20 per share in financial year 2020-21.


After the second wave of COVID that peaked in May 2021 the market recovery gainedmomentum and GDP was projected to grow at 8.9% in fiscal year 2021-22 before reverting to7.5% in financial year 2022-23 which can in turn peak up to 8% in financial year 2023-24.Inflation has remained close to the upper band but should ebb as supply chain disruptionsare overcome. Financial markets remain strong and capital inflows support the build-up inreserves. The appearance of a new virus variant especially if combined with a relaxationof attitudes is the major downside risk together with a less supportive global economicand financial environment. However we are now foreseeing a gain in performance ofautomobile industry and in turn auto component industry.

We could work on cost reduction initiatives in financial year 2021-22 and posted asignificantly better performance on top line and bottom line we would continue the samethis year. We have embarked a major initiative for localisation using two-prongedapproach one by in-house capacity expansion and second with key suppliers. We expectreduction in overall imports in the financial year 2022-23 thereby reducing costs andsupply chain risks.

Other key focus areas remain - productivity technology talent retention and skilling.We are also aggressively looking at M&A in similar area of operations. We havecompleted a modern state of art Technology Centre at Chakan Pune to enhance our R&Dcapabilities. With this new Technology Centre for passenger car and commercial vehiclesproduct development we foresee faster product and technology upgradation.


We saw a major improvement in blue collar productivity using MOST technique at majorplants during last two years. We will continue our efforts in the same direction this yearas well to reach benchmark productivity levels. This would be supplemented by focusedautomations to enhance productivity and quality. We are expanding our Khandsa facility tocater to new business acquisitions. With TwoWheeler EV manufacturers ramping up we see aneed of expanding few of our other plants also. We also are working on reducing thedependence on imports.


Your Company has obtained the credit rating from CRISIL Limited ("CRISIL') for itsbanking facilities. The agency has reaffirmed the Company's rating as CRISIL AA/Stable forLong Term facilities. On request of the Company CRISIL has withdrawn 'FAA+/Stable' ratingassigned to the fixed deposit programme of the Company since there is no amountoutstanding against said instrument.


Your directors declared an interim dividend of Re. 0.55 per equity share of ' 1 each(previous year ' 0.20 per equity share of ' 1 each). This dividend amounted to ' 79.00million (Previous year ' 28.73 million). This was distributed to shareholders whose namesappeared on the Register of Members as on November 23 2021.

Your directors further recommended for the approval of shareholders a final dividend of' 1.00 per equity share of ' 1 each (previous year ' 0.70 per equity share of ' 1 each).This proposed dividend will amount to ' 143.64 million (previous year ' 100.55 million).Income Tax Act 1961 ("the IT Act") as amended by the Finance Act 2020mandates that dividends paid or distributed by a company after April 012020 shall betaxable in the hands of members hence the dividend payout will be exclusive of dividenddistribution tax. The dividend subject to its declaration will be distributed toshareholders whose names appear on the Register of Members on July 28 2022.

Company also has its Dividend distribution Policy which has been approved by the Boardof Directors. The said policy is available on the Company's website at URL:


The closing balance of the retained earnings of the Company for the financial year2021-22 after all appropriations and adjustments was ' 6862.91 million.


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 website at URL : investors/investor-information/.

Future cash benefits like dividend to such transferred shares shall be transferred bythe Company to bank account of IEPF authority.

1. Details of unclaimed/unpaid dividend and Corresponding shares transferred to IEPF:

Particulars Amount of Dividend (Rs) No. of Shares
1 Final Dividend 2013-14 1162476 27030
2 Interim Dividend 2014-15 1076530 19646

2. Details of matured fixed deposit alongwith interest accrued thereon transferred toIEPF:

Month for which amount was transferred Amount of Unclaimed Matured Deposit (Rs) Amount of Unclaimed Interest (Rs)
1 July-21 - 17987
2 September-21 30000 2310
3 October-21 - 37927
4 November-21 50000 11385
5 December-21 74910 14080
6 January-22 - 16524
7 February-22 - 21571
8 March-22 25000 14381

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

Particulars Amount (Rs)
1 Final Dividend 2020-21 768587.16
2 Interim Dividend 2021-22 609518.39


The paid-up Equity Share Capital as on March 312022 was ' 143.64 million. During theyear under review the Company did not issue any shares and did not grant stock options orsweat equity shares to employees. The details of the shareholding of the Directors as onMarch 31 2022 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:

Sr. No. Details Amount (Rs 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 0.03
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 Companies Act 2013 NIL


The Board of the Company comprised eight Directors as on March 31 2022. The Boardcomprised Mrs. Anjali Singh Mr. Manoj Kolhatkar Mr. Atul Jaggi Mr. Jagdish Kumar Mr.Aditya Vij Mr. Pradeep Banerjee Ms. Matangi Gowrishankar and Mrs. Pallavi Joshi Bakhru.

The details of the meetings during the financial year under review are mentioned below:

Sr. No. Date of Meeting Board Strength No. of Directors Present
1 May 26 2021 8 7
2 August 04 2021 8 8
3 November 12 2021 8 7
4 February 07 2022 8 7
5 February 23 2022 8 7

The maximum time gap between two Board meetings was not more than four months.


The composition of committees constituted by Board along with changes if any formspart of the Corporate Governance Report which is a part of Annual report.


A. Directors

The composition of the Board of Directors of the Company is as below.

Sr. 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

During the financial year 2021-22 the appointment of Mr. Atul Jaggi as Deputy ManagingDirector and Mrs. Pallavi Joshi Bakhru as Non-Executive Independent Director of theCompany was approved by the members in the Annual General Meeting held August 4 2021.

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 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 theCompanies Act 2013.

3. Complied with the Code of Conduct for Board of Directors Members of SeniorManagement and Insiders.

Sr. No. Name of the director DIN
1 Mr. Aditya Vij 03200194
2 Mr. Pradeep Banerjee 02985965
3 Ms. Matangi Gowrishankar 01518137
4 Mrs. Pallavi Joshi Bakhru 01526618

C. Formal Evaluation

Pursuant to the provisions of the Companies Act 2013 and the Regulations of TheSecurities and Exchange Board of India (Listing Obligations & Disclosure Requirements)Regulations 2015 ('SEBI (LODR) 2015') the Board carried out an annual evaluation of itsown its Committees the Chairperson and the Directors individually. A detailed note onthe manner of evaluation 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 March312022 was as below:

Sr. No. Name of Director DIN Position
1. Mr. Aditya Vij 03200194 Chairman Non-Executive Independent Director
2. Mrs. Pallavi Joshi Bakhru 01526618 Member Non-Executive Independent Director
3. Mr. Jagdish Kumar 00318558 Member Non-Executive Director

E. Key Managerial Personnel

There has been no change in the Key Managerial Person of the Company during thefinancial year 202122 other than Mr. Atul Jaggi who was appointed as the Deputy ManagingDirector of the Company.


The Company has in place a Nomination and Remuneration Policy which was duly approvedby the Board in the financial year 2014-15. The remuneration in all forms paid to theExecutive Directors was in compliance with the said Policy. The remuneration toNon-Executive Independent Directors in the form of commission and sitting fees was alsopaid in terms of the said Policy. The disclosure of the details of the Nomination andRemuneration Policy forms part of the Corporate Governance Report.


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. Abrief 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 : content/uploads/2018/01/Gabriel-India-Whistle-Blower-Policy.pdf


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 Internal Financial Controls and Internal Audits. Adequate benchmarking is doneto upgrade the same from time to time and such update is based on the changes in the riskfactors probability and impact to the organisation. The Company has in place an adequatesystem to ensure effectiveness efficacy of operations compliance with applicablelegislation safeguarding of assets adherence to management policies and promotion ofethical 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 Inventory Procure to Pay Record to Report Legal Orderto Cash Fixed Assets Human Resource Information Technology regarding effectiveness andefficiency of operations reliability of financial controls and compliance with laws andregulations. This is done by recording the results of key manual controls status acrossthe Company and also retaining the back-up of the same in a common secured server forfuture reference. The Audit committee periodically evaluate internal financial controlsand risk management system.


Like any other industry the Company faces several business risks. The Company'sbusiness is exposed to internal and external risks which are identified and revisitedevery year. For proper risk management the Company has Risk Management Policy and awell-defined Risk framework comprising of Risk Governance Risk Enabled StrategicProcesses Risk Enabled Operational Processes Coordinated Risk Assurance and TechnologyEnablement. A Risk Management Committee formed and comprising of two Non-ExecutiveIndependent Directors and one NonExecutive director meets every quarter to monitor variouscomponents of the risk framework in compliance to Risk Management Policy review progressof actions planned and an update of the same is presented to the Board members. TheCompany has taken necessary actions for risk mitigation in the financial year 2021-22.

The key risks of the organisation are as under. The Company has plans to mitigate thesame.

Industry Risk

The Company has customer relationships with a large number of OEMs in all businesssegments - 2&3 Wheelers Passenger cars Commercial vehicles and Railways which hassubstantially mitigated industry risk. Additionally the Company is continuously wideningits exports and aftermarket presence.

Competition Risk

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 costcompetitiveness.

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 drawn a technology road map and has taken up various projects underautomation initiative to manage and mitigate technology risk arising due to datedsoftware lack of automation and high dependency of manual efforts.

For improvement of quality initiatives such as COPQ 2.0 AHQ have been implemented toaid in managing and mitigating risk of sub-standard product quality that may result inreduction of export volumes / increasing warranty costs.

The Company has developed plan with quarterly targets focusing on developing newproducts 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. TheCompany has successfully minimised excessive dependence on specific vendors. This wasachieved by way of strategic partnerships alternate sourcing and vendor consolidation forhigh-risk vendors.

The Company continues 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. Import localisation has helped the Company toreduce strain on margins due to competitive pricing.

Export Risk

The Company commissioned a full-fledged Two Wheelers R&D Centre at Hosur inDecember 2013 and strengthened its R&D capabilities in its Passenger Cars CommercialVehicles and Railways Business Unit at Pune. A modern R&D Technology Center forPassenger Cars and Commercial Vehicles product development was established at ChakanPune.

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.

Compliance Risk

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.

Contingency Risk

This risk can arise due to unanticipated contingencies which may arise due to internalor external factors. The 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.

During COVID-19 pandemic the Company was able to successfully channelise internallywith the limited resources available.


During the year under review no instance of fraud in the Company was reported by theAuditors.


During the year under review neither Statutory Auditor nor Secretarial Auditor andCost Auditor reported any qualifications reservations or adverse remarks in theirrespective reports.


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 of allrelated 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 was revised in line with the amendment in SEBI (LODR) 2015 and the same isavailable on the Company's website.


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.


The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.


A separate section on Corporate Governance is included in the Annual Report and thecertificate from the Secretarial Auditors confirming the compliance of conditions ofCorporate Governance as stipulated under SEBI (LODR) 2015 is annexed thereto.


In terms of the provisions of Regulation 34 of SEBI (LODR) 2015 the Management'sDiscussion and Analysis is set out in this Annual Report.


The Company's Corporate Social Responsibility Policy is hosted on the website of theCompany. The Company has a CSR Committee to monitor adherence to Corporate SocialResponsibility Policy and to track transactions related to Ongoing / Non-ongoing projectsetc. A detailed report on the CSR activities inter- alia disclosing the composition of CSRCommittee and CSR activities is attached as Annexure 'B - I' and 'B - II' tothis Report. Certification by Chief Financial Officer on disbursement and utilisation ofCorporate Social Responsibility funds is attached as Annexure 'B-III' to thisReport.

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.


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.


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 andRules framed thereunder. Through the Policy the Company has constituted a Committee andestablished a grievance procedure through Internal Complaints Committee ('ICC') forprotection against victimisation.

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.


Statutory Auditors

In 59th Annual General Meeting held on August 04 2021 Price Waterhouse CharteredAccountants LLP (PWC) were appointed as Statutory Auditors of the Company for a period offive 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 appointedKPRC & Associates a firm of Company Secretaries in practice to undertake theSecretarial Audit. The self-explanatory Report of the Secretarial Audit is attached as Annexure'D' to this Report.

Cost Audit

In terms of provisions of Section 148 of the Companies Act 2013 the Company isrequired to have the audit of its cost records conducted by a Cost Accountant. The Boardof Directors of the Company has on the recommendation of the Audit Committee approved theappointment of M/s. Dhananjay V. Joshi and Associates Cost Accountants Pune as CostAuditors (Registration No. 00030) of the Company for financial year 2022-23 to conductcost 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 themembers as per resolution set in item number 4 of the Notice of the forthcoming AnnualGeneral 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 framedthereunder furnished a certificate of their eligibility and consent for appointment. Thecost accounts and records of the Company are duly prepared and maintained as requiredunder Section 148(1) of Act.


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 2021-22is available on Company's website at URL: annual-reports/


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.

In furtherance to above Mrs. Anjali Singh Whole-time Director of the Company hasreceived remuneration from Asia Investments Private Limited. its holding company duringfinancial year 2021-22.


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 fairview of the state of affairs of the Company at the end of the financial year March 312022 and of the Profit of the 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
Manoj Kolhatkar
Managing Director
(DIN 03553983)
Place: Pune
Date: May 24 2022