To,
The Members,
GABION TECHNOLOGIES INDIA PRIVATE LIMITED
The Directors have pleasure in presenting their Annual Report on the
business and operations of the company and Audited Accounts for the Financial Year ended
31st March, 2024.
ANCIALSUMMARY/ HIGHLIGHTS
| Particulars |
2023-24 |
2022-23 |
| Income |
|
|
| Revenue from operations |
10,46,523.45 |
7,88,858.81 |
| Other income |
2,016.24 |
1,120.31 |
| Tolal Income |
10,48,539.69 |
7,89,979.13 |
| Expenses |
|
|
| Cost of Material Consumed |
4,96,246.71 |
4,62,198.15 |
| Purchase of Stock in Trade |
95,333.04 |
57,191.67 |
| Change in inventories of Finished goods, |
(5,925.09) |
(20,450.13) |
| Change in inventories of Stock-in-Trade |
(30,580.07) |
(28,564.90) |
| Employee benefits expenses |
1,02,380.78 |
77,867.58 |
| Financial Costs |
36,351.75 |
12,138.59 |
| Depreciation and amortization Expenses |
14,218.23 |
6,825.21 |
| Other Expenses |
2,63,856.04 |
1,75,514.44 |
| Total expenses |
9,71,881.39 |
7,42,720.61 |
| Net Profit/fLoss) before tax exceptional
items |
76,658.31 |
47,258.52 |
| Exceptional Items Profit on Sale of Fixed
assets |
|
- |
| Profit before Tax |
76,658.31 |
47,258.52 |
| Current Tax |
16,559.16 |
9,059-94 |
| Deferred Tax |
1560.52 |
1615.94 |
| Excess Provisions of Income Tax of earlier
Years |
- |
-226.98 |
| Net Profit after tax |
58,538.62 |
36,809.62 |
The total income from operations of your Company for the Financial Year
ended 31st March 2024 is Rs. 10,46,523.45 (excluding other income) compared to Rs,
7,88,858.31 (excluding other income) in the previous Financial Year ended 31st March 2023.
During the Financial Year 2023-24 the Company earned net Profit of Rs. (in thousand) as
against Rs. 36,809.62 (in thousand) during previous year
Keeping in view the future growth of the Company, your directors do not
recommend any dividend for the
financial year 2023-24.
There were no significant changes in the nature of the business of the
Company during the period under review.
For the period ended 31st March 2024, the Company has
transferred Rs. 58,538.6 (in thousand) to Reserve.
The Directors state that applicable Secretarial Standards i.e. SS-1 and
SS-2, relating to Meetings of the Board of Directors and General Meetings respectively
have been duly followed by the Company.
During the year under review, there is no change in share capital of
the company.
The Total Paid-up Share capita! of the company as on March 31. 2024
stood at Rs. 1,66,25,600/- consisting of 1,66,256 equity shares of Rs. 100/- each.
There has been no change in the constitution of Board of Company during
the period under review.
The provisions of Section 203 of the Companies Act, 2013 pertaining to
appointment of Key Managerial Personnel are not applicable to the Company.
The Following are the Directors of the Company at the end of the
Financial Year ended March 31, 2024.
| NAME OF DIRECTOR |
DIN NO. |
| 1 URVASHI SARDA |
01881378 |
| 2 MADHUSUDANSARDA |
01994280 |
During the Financial Year 2023-24, Thirty Four (34) meetings of Board
of Directors of the Company were held as under:
| Date Of Board Meeting |
Directors present in the Board Meeting |
| 10-04-2023 |
2 |
| 01.07.2023 |
2 |
| 30.09.2023 |
2 |
| 04.10.2023 |
2 |
| 12.10.2023 |
2 |
| 17-10-2023 |
2 |
| 02-11-2023 |
2 |
| 03-11-2023 |
2 |
| 07-11-2023 |
2 |
| 18-11-2023 |
2 |
| 22-11-2023 |
2 |
| 28-11-2023 |
2 |
| 29-11-2023 |
2 |
| 30-11-2023 |
2 |
| 05-12-2023 |
2 |
| 08-12-2023 |
2 |
| 12-12-2023 |
2 |
| 14-12-2023 |
2 |
| 16-12-2023 |
2 |
| 21-12-2023 |
2 |
| 04-01-2024 |
2 |
| 18-01-2024 |
2 |
| 20-01-2024 |
2 |
| 1 22-01-2024 |
2 |
| 24-01-2024 |
2 |
| 30-01-2024 |
2 |
| 31-01-2024 |
2 |
| 08-02-2024 |
2 |
| 12-02-2024 |
2 |
| 17-02-2024 |
2 |
| 03-03-2024 |
2 |
| 09-03-2024 |
2 |
| 14-03-2024 |
2 |
| 26-03-2024 |
2 |
The maximum interval between any two Board Meetings did not exceed 120
(One hundred and Twenty) Days. The details of attendance of each Director at Board
Meetings are as follows:
| Name of Director |
Board Meetings |
|
No. of Meetings held>
| No. of Meetings attended |
| 1 URVASHI SARDA |
34 |
34 |
| 2 MADHUSUDAN SARDA |
34 |
34 |
Details of the holding, subsidiary & Associate Company are as
follow:
| Name of Company |
Percentage of holding |
Status |
| 1 Gabion Technologies BD Limited |
99.995% ( 19,999 no. of Equity Shares) |
Wholly owned Subsidiary |
| 2 Gabion Technologies Nepal Private Limited |
74.44% ( 40,776 No. of Equity Shares) |
Subsidiary |
M/s. S Lohia & Associates Chartered Accountants, Ghaziabad (Firm
Reg. 021540N) Statutory Auditors hold office till the conclusion of Annual General Meeting
to be held in 2025 and Board of Directors of the Company be and are hereby authorized to
fix remuneration as may be determined in consultation of auditors.
They have confirmed their eligibility to the effect that their
re-appointment if made would be within the prescribed limits under the Act and they are
not disqualified for re-appointment
Your Company does not fall in any of the provisions of section 177(9)
& (10) of companies Act, 2013. Hence requirement of establishing a vigil mechanism
i.e. whistle blower pohcy is not applicable on the company.
No qualification, reservation or adverse remark or disclaimer made by
the auditor in his report.
The Directors state that the overall turnover of the company exceed the
limit prescribed for maintenance of Cost Records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013,
Pursuant to Section 148(2) of the Companies Act 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014 the Company is also required to
get its cost accounting records audited by a Cost Auditor for the financial year 2024-25.
The Company has initiated the process of appointing a Qualified Cost Accountant to
maintain the cost records of the Company and get the cost accounting records audited by
him.
Pursuant to provisions of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as
amended, (‘Rules'), the dividend which remains unclaimed or unpaid for a period of
seven years from the date of transfer to the Unpaid Dividend Account of the Company and
shares on which dividend are unclaimed or unpaid for a consecutive period of seven years
or more are liable to be transferred to IEPF. This clause is not applicable.
The Board of Directors facilitates the execution of Risk Management
Practices in the Company, in the areas of risk identification, assessment, monitoring,
mitigation and reporting. At present the Company has not identified any element of risk
which may threaten the existence of the Company.
There are no significant and material orders passed by the Regulators/
Courts/ Tribunals impacting the going concern status and company's operations in future.
The Board has adopted the procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting record, and the timely preparation of reliable
financial disclosures.
The Statutory Auditors have not reported any incident of fraud to the
Board of Directors of the Company.
The status of the Company being a Private Limited Company and not
having material profit/turnover/Bank's borrowings, the provision related to
(a) Statement on declaration given by Independent Directors (Section
149)
(b) Formation of Audit Committee (Section 177)
(c) Formation of Nomination and Remuneration Committee (Section 178)
(d) Undertaking formal Annual Evaluation of Board and that of its
committees and the individual Directors
(e) Undertaking Secretarial Audit (Section 204)
are not applicable to the Company and hence no comment is invited in
this regard.
There were no material changes and commitments affecting the financial
position of the Company between the end of period to which this financial statements
relate and the date of this Report.
The Company has not issued shares with differential voting rights nor
granted stock options nor sweat equity during the period under review.
The Company has not accepted any deposit during the year under review
which fall under Chapter V of the Companies Act, 2013 read the Companies (Acceptance of
Deposits) Rules, 2014.
During the period under review, the Company has advanced loan of Rs.
amounting 18,000.00 (in thousand) to M/S. ARS Merchants Private Limited.
All related party transaction that were entered into during the
Financial Year ended 31s' March 2024 were on arm's length basis and were in the
ordinary course of business. The details are disclosed in Form AOC-2 as Annexure A to this
report.
During the period under review, the Company has accepted unsecured loan
from directors of the Company as per given table
| Name of Director |
Amount of Unsecured loan 2023-24 |
| Urvashi Sarda |
11,00,000 |
During the year under consideration, your Company has formed the
committee in regard to Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 as the number of employees of the Company is above 10.
During the Financial Year 2023-24, the provisions of Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 are
not applicable to the Company.
Your Company has formed committee in regard to Sexual Harassment of
women at workplace (Prevention, Prohibition, and Redressal) Act, 2013. This Committee meet
as and when considered necessary.
During the Financial Year 2023-24, no case was filed pursuant to Sexual
Harassment of women at Workplace (Prevention, Prohibition, and Redressal) Act 2013
The details of conservation of energy, technology absorption, foreign
exchange earning and outgo are as follows: Conservation of energy:
No information is required to be provided under this segment.
Technology absorption:
No information is required to be provided under this segment.
Foreign exchange earning and outgo:
During the period under review, the Company has made the export sale of
Rs. amounting 11,905.20 (in thousand)
Neither any application was made nor any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
As Company has not done any one time settlement during the year under
review hence no disclosure is required.
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:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
(c) The directors had 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 and detecting fraud and
other irregularities;
(d) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Your directors wish to take this opportunity to express their sincere
thanks to all the investors, shareholders and stakeholders for the faith and confidence
they have reposed in the Company. The directors also wish to place on record their deep
appreciation for the employees for the hard work, commitment and dedication shown
throughout the period
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