Dear Members,
Your Directors are pleased to present their Thirty Eighth Annual Report
along with the Audited Financial Statements for the financial year ended on 31 March 2023.
FINANCIAL RESULTS
The Companys financial performance for the year ended 31 March 2023 is
summarized below:
(Rs in Lakhs except Earning Per Share)
| Particulars |
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
| Revenue from operations |
16747.36 |
13,699.44 |
| Other Income |
544.53 |
477.95 |
| Total Revenue |
17291.89 |
14,177.39 |
| Profit before Tax |
6286.61 |
5,048.58 |
| Less: Tax Expenses |
- |
0.00 |
| Current Tax |
1518.50 |
1,202.06 |
| Deferred Tax |
34.42 |
(10.06) |
| Profit for the year |
4733.69 |
3,856.58 |
| Dividend paid |
1.215.20 |
1,162.68 |
| Amount paid for Buy Back of Equity Shares |
- |
4,178.06 |
| Tax on Buy Back of Shares |
- |
973.32 |
| Earnings Per Share of Rs 5/- |
38.95 |
30.66 |
RESERVES
Your director does not propose to transfer any amount to the general
reserves of the Company.
PERFORMANCE AND AFFAIRS OF THE COMPANY
During the year under review, the Company has earned revenue from the
sale of products of Rs 16272 lakhs as against Rs 13250 lakhs in the Previous Year. This
has resulted in an increase of 22.80 % over the Previous Year. Further profit before tax
for the year increased by 24.52 %.
The performance of the Company has been discussed in the Management
Discussion and Analysis Report, which is forming part of the Annual Report.
SHARE CAPITAL
During the year under review, there was no change in the share capital
of the Company. The Paid-up share capital of the Company as on 31 March 2023 is 607.60
lakhs divided into 1,21,52,000 equity shares of Rs 5/-each.
DIVIDEND
Your Directors are pleased to recommend a dividend of 240 % i.e. Rs
12/- per equity share of the face value of Rs 5/-each, out of Free reserves, for the
Financial Year ended March 31, 2023 subject to necessary approval by the Shareholders at
the ensuing Annual General Meeting of the Company to be held on Wednesday, 9 August 2023.
The total dividend recommended for the financial year 2022-2023 is Rs 1458.24 lakhs.
Payment of Dividend will be made to the members whose names appear in Register as on 28
July, 2023. This Dividend will be subject to Income Tax in the hands of the Shareholders
and also subject to Deduction of Tax at Source as per the provisions of Income Tax Act,
1961. Members are advised to refer to the detailed note stated in the Note to the Notice
convening 38th Annual General Meeting.
TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to applicable provisions of the Companies Act, 2013 read with
the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are
required to be transferred by the Company to the Investor Education and Protection Fund
("IEPF" or "Fund") established by the Central Government, after
completion of seven years from the date the dividend is transferred to unpaid/unclaimed
account. Further, according to the Rules, the shares in respect of which dividend has not
been paid or claimed by the Members for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority.
The Company had sent individual notices and also advertised in the
newspapers seeking action from the Members who have not claimed their dividends for seven
consecutive years or more. Thereafter, the Company has transferred such unpaid or
unclaimed dividends and corresponding shares to IEPF, up to and including the interim
dividend for the financial year ended 31 March 2016.
Members/claimants whose shares or unclaimed dividend, have been
transferred to the IEPF demat Account or the Fund, as the case may be, may claim the
shares or apply for a refund by approaching the company for issue of Entitlement Letter
along with all the required documents before making an application to the IEPF Authority
in Form IEPF - 5 (available on http://www.iepf.gov.in) along with requisite fee as decided
by the IEPF Authority from time to time.
The member/claimant can file only one consolidated claim in a financial
year as per the IEPF Rules.
The Company will be transferring the interim dividend and corresponding
shares for the financial year ended 31 March 2017 within statutory timelines. Members are
requested to ensure that they claim the dividends and shares referred above, before they
are transferred to the said Fund. The due dates for transfer of unclaimed dividend to IEPF
are provided in the report on Corporate Governance.
Details of shares/shareholders in respect of which dividend has not
been claimed, are provided on website of the Company The shareholders are encouraged to
verify their records and claim their dividends of all the earlier seven years, if not
claimed.
CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company during the
year.
PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
Your Company does not have any Subsidiary, Associate and Joint Venture Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following changes took place in the Directors and Key Managerial
Personnel during the financial year ended 31 March 2023
a. Cessation of Mr. Bhupatrai G Gandhi (DIN: 00041273) as Jt. Managing
Director of the Company with effect from end of the day of 31 December 2022. However, Mr.
Bhupatrai G Gandhi (DIN: 00041273) continued to be Non-executive, NonIndependent Director
of the Company with effect from 1 January 2023.
The Board placed on record their deepest appreciation and gratitude to
Mr. Bhupatrai Gandhi who decided to step down, having attained the age of 83 years from
his position of Jt. Managing Director of the Company. Mr. Bhupatrai Gandhi, associated
with the Company since inception as Jt. Managing Director and under his leadership the
Company established long standing relationships across its wide spectrum of stake holders
with a reputation for trust, ethical standards and a passion for growth
b. Mr. Jitendra Khadye resigned as Company Secretary and Compliance
Officer with effect from 28 November 2022.
c. Ms. Chaitali Kachalia has been appointed as Company Secretary and
Compliance Officer with effect from 31 January 2023.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Jayesh Gandhi (DIN 00041330) Director of the Company,
shall retire by rotation at the ensuing Annual General Meeting, and being eligible have
offered himselves for re-appointment. Details of the Director proposed to be re-appointed
at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI Listing
Regulations and SS - 2 (Secretarial Standards on General Meetings) are provided at the end
of the Notice convening the 38th Annual General Meeting.
The Independent Directors of your Company have certified their
independence to the Board, stating that they meet the criteria for independence as
mentioned under Section 149(6) of the Act. There was no change in the composition of the
Board of Directors and Key Managerial Personnel during the year under review, except as
stated above.
The Board is of the opinion that the Independent Directors of the
Company have fulfilled the conditions as specified in SEBI Listing Regulations, are
independent of the management, possess requisite qualifications, experience, proficiency
and expertise in the fields of finance, auditing, tax and risk advisory services, banking,
financial services, investments and they hold highest standards of integrity.
The Independent Directors of the Company have registered themselves
with the Indian Institute of Corporate Affairs, Manesar (‘IICA) as required under
Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act,
the Board of Directors, to the best of its knowledge and ability, confirm that:
a) in the preparation of the annual accounts for the year ended 31
March 2023, the applicable accounting standards have been followed and there are no
material departures;
b) the directors have 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 as on 31 March 2023
and of the profit of the Company for that period;
c) 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 and detecting fraud and
other irregularities;
d) the directors have prepared the annual accounts on a going concern
basis;
e) the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
ANNUAL EVALUATION OF THE BOARD
Pursuant to the applicable provisions of the Act and the Listing
Regulations, the Board has carried out an annual evaluation of its own performance,
performance of the Directors as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee of the Company (NRC) has defined the
evaluation criteria, procedure and time schedule for the Performance Evaluation process
for the Board, its Committees and Directors. The performance of the Board and its
functioning were evaluated based on various criteria including expertise and experience of
the Board, industry knowledge, diversity, Board
Meeting procedure, Board Development, succession planning etc.
All committees of the Board were evaluated based on various criteria
including their function and duties, periodical reporting to the Board along with their
suggestions and recommendations and procedure of the Meetings etc.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, the Board as a whole and the Chairman of the Company was
evaluated by the Independent Directors. The evaluation of Chairman was done based on
criteria which among others included managing relationship with shareholders and
employees, board, management and leadership qualities. The performance of all Executive
Directors as well as Independent Directors has been evaluated by whole Board based on the
criteria which includes participation at Board/Committee Meetings, managing relationships
with other fellow members and Senior management, personal attributes like ethics and
integrity etc.
NOMINATION AND REMUNERATION COMMITTEE
The Board has in accordance with the provisions of sub-section (3) of
Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for
determining qualifications, positive attributes, independence of a Director and policy
relating to remuneration for Directors, Key Managerial Personnel and other employees. The
text of the policy is available on the website of the Company www.gandhispecialtubes.com.
There has been no change in the policy during the year.
BOARD AND COMMITTEES
The Board met four times during the year, details of which are given in
the Corporate Governance Report that forms part of this Annual Report. The intervening gap
between the meetings was within the period prescribed under the Act and the SEBI Listing
Regulations and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI.
During the year under review, the Board has accepted the recommendations of the Audit
Committee. Details of all the Committees of the Board have been given in the Corporate
Governance Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and continues to be compliant with the requirements of Corporate Governance as
prescribed in the Listing Regulations. In compliance with Regulation 34 and other
applicable provisions of the Listing Regulations, a separate report on Corporate
Governance along with the Certificate of Compliance from the Secretarial Auditor forms an
integral part of this Annual Report..
CORPORATE SOCIAL RESPONSIBILITY
The key philosophy of all CSR initiatives of the Company is guided by
the Companys philosophy of giving back to the society as a responsible corporate citizen.
The Company has identified the following as focus areas of engagement:
a) Providing financial assistance and scholarships for higher education
to underprivileged children who are unable to pursue further studies. Ensure proper
education to children.
b) Company aims at providing financial assistance to the regions
affected with natural calamities like floods, draughts, epidemic etc.
c) Company aims to provide proper and standard health care assistance
and financial assistance to underprivileged section of society who are unable to afford
proper and standard health care services.
The Corporate Social Responsibility Policy is available on the website
of the Company at https://gandhispecialtubes.com/irproiects.html
The Annual Report on CSR activities is annexed to this report as
Annexure I RISK MANAGEMENT
Risk Management is an integral part of the Companys operations. The
Board of Directors identify elements of risk in different areas of operations and develops
policy for actions associated to mitigate the risks. Mechanisms for identification and
prioritization of risks include scanning the business environment and continuous
monitoring of internal risk factors. Major risks identified by the Companys business and
functions are systematically addressed through mitigating actions on a continuing basis.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
Your Company has an adequate system of internal financial controls that
is commensurate with the size, scale and nature of its operations. These have been
designed to provide reasonable assurance with regard to recording and providing reliable
financial and operational information, complying with applicable accounting standards,
safeguarding of its assets, prevention and detection of errors and frauds and timely
preparation of reliable financial information.
RELATED PARTY TRANSACTIONS
Your Company has adopted a Related Party Transactions Policy. The Audit
Committee reviews this policy from time to time and also reviews and approves all related
party transactions, to ensure that the same are in line with the provisions of applicable
law and the Related Party Transactions Policy. The Committee approves related party
transactions and wherever it is not possible to estimate the value, approves limit for the
financial year, based on best estimates. All related party transactions entered during the
year were in the ordinary course of the business and on arms length basis, thus
disclosure in form AOC-2 is not required as such related party transactions are not
material.
Details of the related party transactions are given in notes to the
financial statements.
In conformity with the requirements of the Act, read with the SEBI
Listing Regulations, the policy to deal with related party transactions is also available
on Companys website at https://gandhispecialtubes.com/irprojects.html.
PUBLIC DEPOSITS
Your Company has not accepted any deposits under Chapter V of the Act
during the financial year and as such, no amount on account of principal or interest on
deposits from public is outstanding as on 31 March 2023.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of
the Listing Regulations, disclosure on particulars relating to Loans, Guarantees and
Investments are provided as part of the financial statements in Note No.5,9,13,35
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH &
DEVELOPMENT (R&D) AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under the
Act, are provided as Annexure II.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year to which these
financial statements relate and the date of the report other than those mentioned under
any section of this Annual Report.
AUDITORS
a. STATUTORY AUDITORS
The Members at the 37th Annual General Meeting held on 26
July 2022, approved the appointment of M/s. S.V.Doshi & Co., Chartered Accountants,
for a period of 5 (five) years to hold office till the conclusion of 42nd
Annual General Meeting of the Company. The Statutory Auditors have confirmed their
eligibility and submitted the certificate in writing that they are not disqualified to
hold the office of the Statutory Auditor. The report given by the Statutory Auditor on the
financial statements of the Company forms part of the Annual Report. There is no
qualification, reservation, adverse mark or disclaimer given by the statutory auditor in
their report.
b. COST AUDITOR
Dakshesh Zaveri, Cost Accountants, carried out the cost audit for the
Company for the year under review. They have been re-appointed as cost auditors for the
financial year ending 31 March 2024. A remuneration of Rs 75,000/- (Rupees Seventy Five
Thousand only) plus applicable taxes and out of pocket expenses has been fixed for the
Cost Auditors subject to the ratification of such fees by the Members at the 38th
AGM. Accordingly, the matter relating to ratification of the remuneration payable to the
Cost Auditors for the financial year ending 31 March 2024 is placed at the 38th
AGM. The Company will maintain cost records as specified under sub-section (1) of section
148 of the Companies Act, 2013 and the same shall be audited by the cost auditor i.e.
Dakshesh Zaveri, Cost Accountants for the financial year ending 2024
c. SECRETARIAL AUDITOR
The Board had appointed Dholakia & Associates LLP, Company
Secretaries in Whole-time Practice, to carry out secretarial audit under the provisions of
Section 204 of the Act, for the financial year ended 31 March 2023. The Secretarial
Auditors report to the shareholders does not contain any qualification and is annexed to
this report marked as Annexure III
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 "OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT"
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its officers or employees, to the Audit Committee under Section 143(12) of the Act.
Therefore, the details of same are not provided herein.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the financial year, your Company has complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 of the Act, and Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this report as
Annexure IV.
Details of employee remuneration as required under provisions of
Section 197 of the Act, and Rule5 (1) , 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, form part of this report. As per the
provisions of Section 136 of the Act, the Report and Financial Statements are being sent
to the Members of your Company and others entitled thereto, excluding the statement on
particulars of employees.
Copies of said statement are available at the registered office of the
Company during the designated working hours from 21 days before the Annual General Meeting
till date of the Annual General Meeting. Any member interested in obtaining such details
may also write to the secretarial department at the registered office of the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance towards sexual harassment at workplace
and has adopted policy on Prevention of Sexual Harassment, in line with the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules thereunder. The Policy aims to provide protection to the employees at
workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto. An Internal Complaints Committee has also been set up to
redress complaints received on sexual harassment in compliance with the Act. The Company
has not received any complaint of sexual harassment during the financial year 2022-2023.
WHISTLER BLOWER POLICY AND VIGIL MECHANISM
In accordance with the provisions of Section 177 (9) of the Act and
requirements of Regulation 22 of the Listing Regulations, your Company has a vigil
mechanism which has been incorporated in the Whistle Blower Policy for Directors and
Employees to report genuine concerns about unethical behavior, actual or suspected fraud
or violation of the Code for Prevention of Insider Trading. The Whistle Blower Policy is
uploaded on the website of your Company at https://gandhispecialtubes.com/irpolicies.html
ANNUAL RETURN
The annual return of the Company as required under the Companies Act,
2013 will be available on the website of the Company at
https://gandhispecialtubes.com/irresults.php?rTvpe=R.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Since the Company is not part of Top 1000 Listed Companies based on
Market Capitalization as on March 31, 2023, Business Responsibility and Sustainability
Report pursuant to Regulation 34(2)(f) of the Listing Regulations is not applicable to the
Company
GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no such transactions during the year under
review:
1. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.
2. Issue of Equity Shares (including Sweat Equity Shares) to employees
of your Company, under any scheme.
3. Your Company has not resorted to any buy back of its Equity Shares
during the year under review.
4. There is no Employees Stock Option Scheme
5. There were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section 67(3)
of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
6. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and your Companys operations in
future.
7. The details of difference between amount of the valuation done at
the time of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof - Not Applicable
8. The details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year- Not Applicable
ACKNOWLEDGEMENT
The Board wishes to place on record its sincere appreciation of the
efforts put in by your Companys employees for achieving encouraging results. The Board
also wishes to thank the Members, vendors, customers, bankers, government and all other
business associates for their support during the year.
|
For and On behalf of the Board of Directors |
|
Manhar G. Gandhi |
|
Chairman & Managing Director |
| Place: Mumbai Date: 23 May 2023 |
DIN: 00041190 |
+91-9892691696
