THE MEMBERS OF
GANDHI SPECIAL TUBES LIMITED
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of GANDHI SPECIAL TUBES LIMITEDcomprise the Balance Sheet as at March 31 2022 and the Statement of Profit and Loss(including Other Comprehensive Income) the Statement of Changes in Equity and theStatement of Cash Flows for the year ended on that date and notes to the financialstatements including a summary of the significant accounting policies and otherexplanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 as amended ("the Act") in the manner so required and give atrue and a fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at March 31 2022 its profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards onAuditing Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditors' Responsibilities for the Audit of the Financial StatementsSection of our Report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India (ICAI) together with theethical requirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our Report.
Information Other than the Financial Statements and Auditors' Report Thereon
The Company's Board of Directors is responsible for the preparation of otherinformation. The other information comprises the information included in the AnnualReport but does not include the financial statements and our Auditors' Report thereon.
Our opinion on the financial statements does not cover the other information and we donot express any form of assurance/ conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained duringthe course of our audit or otherwise appears to be materially misstated.
Responsibilities of Management and Those Charged with Governance for the FinancialStatements
The Company's Board of Director is responsible for the matters stated in Section 134(5)of the Act with respect to the preparation of these financial statements that give a trueand fair view of the state of affairs (Financial Position) Profit or Loss (financialperformance) total comprehensive income changes in equity and cash flows of the Companyin accordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialaccuracy and completeness of the accounting records relevant to thecontrolsthatwereoperatingeffectively preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financialReporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an Auditors' Report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial perform auditprocedures responsive to those risks and obtain audit evidence that is basis for ouropinion. The risk of not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgery intentionalomissions misrepresentations or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under Section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls.
Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists relatedtoeventsorconditionsthatmaycastsignificantdoubt on the Company's ability tocontinue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in our Auditors' Report to the related disclosures in thefinancial statements or if such disclosures inadequate to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our Auditors'Report. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourAuditors' Report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our Report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors' Report) Order 2020 ("the Order")issued by the Central Government of India in terms of sub-Section (11) of Section 143 ofthe Act we give in "Annexure A" a statement on the mattersspecifiedinparagraphs 3 and 4 of the Order to the extent applicable.
2. (A) As required by Section 143(3) of the Act we Report that:
a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss (including Other ComprehensiveIncome) Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the relevant books of account.
d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 asamended.
e) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) of theAct.
f) With respect to the adequacy of the internal financial controls over financialReporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".
(B) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:
i. The Companyhasdisclosedtheimpactofpendinglitigations financialposition in itsfinancial statements - Refer its Note No.34 to the Financial Statements.
ii. The Company has not entered into any long-term contracts including derivativecontracts for which there were any material foreseeable losses as required under theapplicable law or Indian Accounting Standards.
iii. There has been no delay in transferring the amounts required to be transferredto the Investor Education and Protection Fund by the Company.
iv. a. The Management has represented that to the best of its knowledge and belief nofunds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other personsor entities including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shalldirectly or indirectly lend or invest in other persons or entities identified in anymanner whats oever("Ultimate Beneficiaries")by or on behalf of the Company orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries. b.The Management has represented that to the best of its knowledge and belief no fundshave been received by the Company from any persons or entities including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall directly or indirectly lend or invest in other personsor entities identified in any manner whatsoever("Ultimate Beneficiaries")by oron behalf of the Funding Parties or provide any guarantee security or the like on behalfof the Ultimate Beneficiaries. c. Based on the audit procedures performed that have beenconsidered reasonable and appropriate in the circumstances nothing has come to our noticethat has caused us to believe that the representations under subclause
(ii) of Rule 11
(e) contain any material misstatement.
v. The dividend declared and paid during the current year by the Company is incompliance with Section 123 of the Act.
(C) In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197of the Act. The remuneration paid to any director is notin excess of the limits laid down under Section 197 of the Act.
For SHASHIKANT J SHAH & CO
Firm Reg. No.: 109996W
Nikunj S. Shah Partner Membership No. : 112867 UDIN: 22112867AJTUQM8191
Place: Mumbai Date: May 27 2022
ANNEXURE A' TO THE INDEPENDENT AUDITORS' REPORT FOR THE YEAR ENDED 31ST MARCH2022
(Referred to in paragraph 1 under the heading Report on Other Legal andRegulatory Requirements of our Report to the Members of GANDHI SPECIAL TUBES LIMITED ofeven date)
(a) (A) The Company has maintained proper records showing full particulars includingquantitative details and situation of its Property Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of itsintangible Assets;
(b) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the Property Plant and Equipment have beenphysically verified by the management in accordance with the phased programme ofverification which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. No material discrepancies were noticed on suchverification.
(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties (otherthan immovable properties where the Company is a lessee and the lease agreements are dulyexecuted in favour of the lessee) are held in the name of the Company.
(d) According to the information and explanations given to us and on the basis of ourexamination of the record of the Company the Company has not revalued its Property Plantand Equipment (including right of use asset) or intangible assets or both during the year.
(e) According to the Information and explanation given to us and on the basis of ourexamination of the records of the Company no proceedings initiated or pending against theCompany for holding any benami property under the Benami Transactions (Prohibition) Act1988 and rules made thereunder.
ii. (a) As explained to us the physical verification of inventory has been conductedby the Management in accordance with the phased programme of verification which In ouropinion is reasonable and no material discrepancies were noticed on such verification andthe discrepancies noticed on physical verification for each class of inventory have beenproperly dealt with in the books of accounts.
(b) The Company has not been sanctioned working capital limits in excess of 5 Crore inaggregate at any point of time during the year from Banks or Financial Institutions onthe basis of security of Current Assets.Hence Clause 3 (ii)(b) of the order is notapplicable. iii. (a) According to the information and explanations given to us and on thebasis of our examination of records of Company the Company has made investments inCompanies (including Mutual Funds) provided guarantee or security and has grantedunsecured loan to other parties during the year in respect of which:
(A) The Company does not have any subsidiaries joint ventures and associates. Hencequestion of giving loans guarantees securities etc. to such subsidiaries joint venturesand associates does not arise;
(B) In respect of unsecured loan to Other Parties the Aggregate amount during theaccounting year and balance outstanding as at Balance Sheet date is 50 Lakhs.
(b) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the investments made guarantees providedsecurity given and the terms and conditions of the grant of the loan and guaranteesprovided are not prejudicial to the interest of the Company;
(c) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company in the case of loans given the repayment ofprincipal and payment of interest has been stipulated and that the repayments or receiptshave been regular;
(d) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company there is no overdue amount for more than ninetydays in respect of loan given;
(e) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company there is no loan falling due during the yearwhich has been renewed or extended or fresh loans granted to settle the overdue ofexisting loans given to the same parties;
(f) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the Company has not given any loans eitherrepayable on demand or without specifying the terms or period of repayment.
iv. According to the information and explanations given to us and on the basis of ourexamination of records of the Company the Company has complied with the provisions ofSection 185 and 186 of the Act in respect of loans granted investments made andguarantees and securities provided as applicable.
v. According to the information and explanation given to us and on the basis of ourexamination of the records of the company the Company has not accepted any deposits oramounts which are deemed to be deposits during the year as per the directives issued bythe Reserve Bank of India and within the meaning of the provisions of section 73 to 76 andother relevant provisions of the Companies Act 2013 and the rules framed there underwhere applicable. Thus the clause(v) of paragraph 3 of the order is not applicable to thecompany.
vi. We have broadly reviewed the records maintained by the Company in respect of itsproducts where pursuant to the Companies (Cost Records and Audit) Rules 2014 themaintenance of cost records have been prescribed under Section 148(1) of the Act and areof the opinion that prima facie the prescribed accounts and records have been made andmaintained we have not however made a detailed examination of records with a view todetermine whether they are accurate or complete.
vii. In respect of Statutory Dues:
a) According to the information and explanations given to us and on the basis of ourexamination of records of the Company the Company is generally regular in depositingundisputed statutory dues including Goods and Services Tax Provident Fund Employees'State Insurance Income-Tax Sales-Tax Service-Tax Duty of Customs Cess and any otherstatutory dues to the appropriate authorities.
b) The disputed Statutory dues aggregating to 188.23 Lakhs which have not beendeposited on account of disputed matter pending before appropriate authorities are asunder:
|Nature of the ||Nature of ||Amount under dispute ||Period to which the ||Forum where Dispute is |
|Statute ||Dues ||not yet deposited ||Amount Relates ||Pending |
|Service Tax Laws ||Service Tax ||161.89 ||01-09-2004 to 30-09-2013 ||Before Customs Excise & |
| || || || ||Service tax Appellate tribunal |
| || || || ||Before Commissioner |
|Service Tax Laws ||Service Tax ||1.11 ||01-03-2012 to 31-12-2012 ||(Appeal) Customs Excise & |
| || || || ||Service tax |
|Sales Tax Laws ||Sales Tax ||25.23 ||01-04-2002 to 31-03-2003 ||Before joint Commissioner of |
| || || || ||sales tax (Appeal) |
| ||Total ||188.23 || || |
viii. According to the information and explanation given to us and on the basis of ourexamination of the records of the company there are no such instances noticed wheretransactions are not recorded in the books of account have been surrendered or disclosedas income during the year in tax assessments under the Income Tax Act 1961(43 of 1961).There is no previously unrecorded income which was required to be properly recorded in thebooks of account during the year.
ix. The Company does not have any loans orborrowingsfromanyfinancialinstitution'sbanks government or debenture holders during the year. Thus the clause(ix) and its subclause (a) to (f) of paragraph 3 of the order is not applicable to the company.
x. (a) The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Accordingly clause 3(x)(a) ofthe Order is not applicable.
(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly clause 3(x)(b) of the Order is not applicable.
xi. (a) Based on the examination of the books and records of the Company and accordingto the information and explanation given to us considering the principal of materialityoutlined in the Standard on Auditing we report that no fraud by the Company or on theCompany has been noticed or reported during the course of audit.
(b) According to the information and explanations given to us no Report undersub-Section 12 of Section 143 of the Act has been filed by the Auditor's in Form ADT-4 asprescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with the CentralGovernment.
(c) According to the information and explanations given to us no whistle blowercomplaint has been received by the Company during the year.
xii. According to the information and explanations given to us the Company is not aNidhi Company. Accordingly clause 3(xii) of the Order is not applicable.
xiii. In our opinion and according to the information and explanations given to us thetransactions with related parties are in compliance with Sections 177 and 188 of the Actwhere applicable and the details of the related party transactions have been disclosed inthe financial statements as required by the applicable IndianAccounting Standards.
xiv. (a) Based on information and explanation provided to us and our Audit Proceduresin our opinion the Company has an Internal Audit System commensurate with the size andnature of its business.
(b) We have considered the Internal Audit Reports of the Company issued till date forthe period under audit. xv. In our opinion and according to the information andexplanation given to us the Company has not entered into any non-cash transactions withthe directors or persons connected with its directors and hence provisions of Section 192of the Act are not applicable to the Company.
xvi. (a) The Company is not required to be registered u/s 45-IA of Reserve Bank ofIndia Act 1934. Accordingly Clause 3(xvi) (a) and (b) of the Order are not applicable.
(b) The Company is not a Core Investment Company (CIC) as defined in the regulationsmade by the Reserve Bank of India. Accordingly Clause 3(xvi)(c) and (d) of the Order arenot applicable.
xvii. The Company has not incurred cash losses in the financial year and in theimmediately preceding financial year.
xviii.There has been no resignation of the Statutory Auditors during the year.Accordingly clause 3(xviii) of the Order is not applicable.
xix. According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial financial statements our knowledge of the Board of Directors and managementplans and based on our examination of the evidence supporting the assumptions nothing hascome to our attention which causes us to believe that any material uncertainty exists ason the date of the audit report that the Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.
xx. In our opinion and according to the information and explanations given to us thereis no unspent amount under sub Section (5) of Section 135 of the Act pursuant to anyproject. Accordingly Clause 3(xx)(a) and (b) of the Order are not applicable.
xxi. The Company has no Subsidiaries Associates and Joint Venture Companies. TheCompany need not prepare consolidated financialstatements and hence the financialstatements have been prepared by the management of the company and audited by us onstandalone basis. Considering this the question of qualification or adverse remarks ofthe respective auditors in the Companies (Auditors' Report) Order (CARO) reports of thecompanies being included in consolidated financial statement does not arise.
| ||For SHASHIKANT J SHAH & CO |
| ||Chartered Accountants |
| ||Firm Reg. No. :109996W |
| ||Nikunj S. Shah - Partner |
| ||Membership No.: 112867 |
| ||UDIN: 22112867AJTUQM8191 |
|Place: Mumbai || |
|Date: May 27 2022 || |
ANNEXURE "B" TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 2 (f) under Report on Other Legal and RegulatoryRequirements Section of our Report to the Members of GANDHI SPECIAL TUBES LIMITED of evendate)
Report on the Internal Financial Controls over financial Reporting under Clause (i) ofSub-Section 3 of Section 143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial Reporting of GANDHISPECIAL TUBES as of March 31 2022 in conjunction with our audit of the financialstatements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial Reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ("ICAI"). Theseresponsibilities include the design implementation and maintenance of adequate internalensuringtheorderly and efficient adherence financialcontrolsthatwereoperating effectivelyto respective Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the
Our responsibility is to express an opinion on Company's internal financial thesefinancial statements based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing as specified under Section143(10) of the Act to the extent applicable to an audit of internal financial controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial Reporting with reference to these financial statements wasestablished and maintained and if such controls operated effectively in all materialrespects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial Reporting with reference tofinancial statement and their operating effectiveness. Our audit of internal financialcontrols over financial Reporting included obtaining an understanding of internalfinancial controls over financial Reporting with reference to these financial statementsassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the Auditors' judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and the Company'sinternal financial controls system over financial Reporting with reference to thesefinancialstatements of the Company.
Meaning of Internal Financial Controls Over Financial Reporting with Reference to theseFinancial Statement
A Company's internal financial control over financial Reporting with reference to thesefinancial statements is a process designed to provide reasonable assurance regarding thereliability of financialstatements for Reporting and the preparation of externalpurposes in accordance with generally accepted accounting principles. A Company's internalfinancialcontrol over financial Reporting with reference to these financial statementsincludes those - policies andprocedures that:
1) Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;
2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorizations of management and directors of the Company; and
3) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company's assets that could have amaterial effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting withreference to these Financial Statements
Because of the inherent limitations of internal financial controls over financialReporting with reference to these financial statements including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of theinternal financial controls over financial Reporting with reference to financialstatements to future periods are subject to the risk that the internal financial controlover financial Reporting with reference to these financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.
In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial Reporting with reference to these financial statement and suchinternal financial controls over financial Reporting with reference to these financialstatements were operating effectively as at March 31 2022 based on the internal controlover financial Reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.
| ||For SHASHIKANT J SHAH & CO |
| ||Chartered Accountants |
| ||Firm Reg. No.: 109996W |
| ||Nikunj S. Shah Partner |
| ||Membership No.: 112867 |
| ||UDIN: 22112867AJTUQM8191 |
|Place: Mumbai || |
|Date: May 27 2022 || |