Directors are pleased to present their Thirty Sixth Annual Report on the business andoperations of your Company along with the Audited Financial Statements for the financialyear ended on March 31 2021.
1. FINANCIAL RESULTS
The Companys financial performance for the year ended March 31 2021 issummarized below:
|Particulars ||For the year ended 31.03.2021 ||For the year ended 31.03.2020 |
| ||( in Lakhs) ||( in Lakhs) |
|Revenue from operations ||11352.58 ||8093.84 |
|Other Income ||612.92 ||571.12 |
|Total Revenue ||11965.50 ||8664.96 |
|Profit before Tax ||4756.63 ||2602.70 |
|Less: Tax Expenses || || |
|Current Tax ||1161.41 ||662.00 |
|Deferred Tax ||(20.01) ||(196.58) |
|Profit for the year ||3615.23 ||2137.28 |
|Dividend paid ||1162.68 ||1243.67 |
|Corporate Dividend Tax paid ||- ||255.64 |
|Buy Back Of Shares ||- ||4950.00 |
|Tax on Buy Back of Shares ||- ||1142.67 |
|Earnings Per Share of 5/- ||27.98 ||15.93 |
Your Board do not propose to transfer any amount to the General Reserve.
3. PERFORMANCE AND AFFAIRS OF THE COMPANY
During the year under review the Company has earned revenue from the sale of productsof 11022 lakhs as against 7767 lakhs in the Previous Year. This has resulted in anincrease of 41.91 % over the Previous Year. Further profit before tax for the yearincreased by 82.75 %.
The performance of the Company has been discussed in the Management Discussion andAnalysis Report which is forming part of the Annual Report.
Your Directors are pleased to recommend a dividend of 180 % i.e. 9/- per equity shareout of Free reserves for the Financial Year ended March 31 2021 subject to necessaryapproval by the Shareholders at the ensuing Annual General Meeting of the Company to beheld on Tuesday August 10 2021. The total dividend recommended for the financial2020-2021 is 1162.68 lakhs. Payment of Dividend will be made to the members whose namesappear in Register as on July 30 2021. This Dividend will be subject to Income Tax in thehands of the Shareholders and also subject to Deduction of Tax at Source as per theprovisions of Income Tax Act 1961. Members are advised to refer to the detailed notestated in the Note to the Notice convening 36th Annual General Meeting.
5. BUYBACK OF SHARES
The Board at its meeting held on June 22 2021 has approved Buyback of shares up to766616 fully paid Equity Shares of the Company of face value of 5/- each on aproportionate basis through the Tender Offer route at a maximum price of 550 /- per equityshare for an aggregate amount not exceeding 421638800/- subject to the approval bymembers at the ensuing Annual General Meeting. The Company will also be liable to payIncome Tax u/s 115 QA @ 20% plus applicable SC & Cess on the buyback amount.
6. IMPACT OF COVID-19 ON BUSINESS OF THE COMPANY
The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. Global Solutions are needed to overcome the challenges. The physical and emotionalwellbeing of employees and Stakeholders continues to be the top priority for the Companywith several initiatives to support the society during the pandemic. During this ongoingpandemic we followed all the guidelines issued in this regard by the respective States andthe Central Government with regard to the operations and safety of people. The strictstandard of physical distancing and hygiene were enforced.
The Companys operations are at normalcy and there is no impact of the pandemic onthe Companys financials for the year ended March 31 2021. The management iscontinuously and closely monitoring the COVID-19 developments and possible effects on itsfinancial condition liquidity and operations and is actively working to minimize theImpact of this unprecedented situation.
7. CURRENT BUSINESS STATUS
The catastrophic year 2020 after creating one of the greatest challenges of the centurycame to an end reversing the disheartenment with lots of positivity. The feel-good periodwas however short-lived as the second wave of the pandemic ravaged several parts of thecountry. Speed in vaccination covering the vulnerable sections while maintaining allpossible mandatory precautions against the disease remains the only solution left to fightthe menace
Your company was able to maintain healthy growth in this difficult period on account ofcommendable efforts of employees under committed leadership.
Promise of large investments in infrastructure proposed in the last union budget andforecast of normal monsoon promise good demand for our products. However rising commodityprices particularly steel prices is a cause for grave concern.
8. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARDS REPORT
There is no change in the nature of business of the Company during the year. There isno revision made in the Boards Report and whatever submitted herewith is the finalreport.
9. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
Your Company does not have any Subsidiary Associate and Joint Venture Company.
10. CORPORATE GOVERNANCE
Pursuant to Regulation 27(2) and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Corporate Governance Report and Certificate regardingcompliance of conditions of Corporate Governance form an integral part of this report andare set out as separate Annexure to this Report. In order to obviate duplication ofinformation some of the information required under the Boards Report has beencaptured in the Corporate Governance
11. BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(f) of SEBI (Listing Obligations and Disclosures Requirement)Regulations 2015 the Annual Report shall contain business responsibility report (BRR)describing the initiatives taken by the Company from environmental social and governanceperspective. Having regard to the green initiative the BRR is made available on theCompanys website at www.gandhispecialtubes.com
12. PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Jayesh Gandhi (DIN 00041330) Director will retire by rotation and being eligibleand not being disqualified under section 164 of the Companies Act 2013 offers himselffor re-appointment.
Apart from the above there is no change in the composition of the Board of Directors.
(ii) Key Managerial Personnel
During the year under review Shri. Jitendra Khadye was elevated from the post ofAssistant Company Secretary to Company Secretary and Compliance Officer of the CompanyApart from the above there is no change in the Key Managerial Personnel.
(iii) Declaration by an Independent Director(s)
The Company has received all the necessary declaration from each Independent Directorunder Section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) and Regulation 25 of the Listing Regulations.
(iv)Annual Evaluation of the Board
In compliance with the provisions of Section 134 of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board has carried out the annual performance evaluation of its own performance andthat of its Directors. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors and also as per the Guidance Notes issuedby SEBI vide its Circular No: SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated January 05 2017covering various aspects of the Boards functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties and governance.
All the independent Directors have registered themselves with the Indian Institute ofCorporate Governance (IICA) through MCA Portal and are duly qualified to hold office ofthe Independent Directors.
14. BOARD AND COMMITTEES
During the financial year 2020-2021 four (4) Board Meetings were convened and heldthe details of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between two meetings was less than the periodprescribed under the Companies Act 2013 Secretarial Standard-1 on Board Meetings andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 except in thecase of first meeting i.e. meeting convened on June 29 2020 and last meeting of previousfinancial year days. However this will not be treated as violation of Section 173(1) ofthe Companies 2013 in view of the relaxation granted by Ministry of Corporate Affairsthrough Circular No. 11/2020 of March 24 2020 addressing to the Registrar of Companiesand Regional Director that no action be taken for the relaxation granted under thecircular if the gap does not exceed 180 days. Even SEBI has also granted relaxation fromsuch requirement under section 17(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 in pursuance to the Circular No. SEBI/ HO/CFD/ CMD1/CIR/P/2020/38 March 19 2020 due to Covid-19 pandemic. The details of the Audit CommitteeStakeholder Relationship Nomination and Remuneration Committee and Corporate SocialResponsibility Committee have been given in the Report on the Corporate Governance.Recommendations made by the Audit Committee have been accepted by the Board without anymodification.
15. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements under Section134(5) in terms of Section 134(3)(c) of the Companies Act 2013 and hereby confirm that:-
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. The directors have selected such accounting policies and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the profit of theCompany for the year ended on that date;
c. The directors have taken proper and sufficientcare for the with the provisions ofthis Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. The directors have laid down proper systems financial controls to be followed by theCompany and that such internal financial controls are adequate and were operating
f. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
16. NOMINATION AND REMUNERATION COMMITTEE
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a relating to remuneration forDirectors Key Managerial Personnel and other employees. The text of the policy isavailable on the website of the Company www.gandhispecialtubes.com. There has been nochange in the policy during the year.
17. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal and unethical behavior.
The Board of Directors of the Company have pursuant to the provisions of Section177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board andits Powers) Rules 2014 framed "Vigil Mechanism Policy" for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.
18. RISK MANAGEMENT SYSTEM
The Company has designed Risk Management System to avoid events situations orcircumstances which may lead to negative consequences on the Companys businessesand define a structured approach to manage uncertainty and to make use of these RiskManagement System in their decision making pertaining to its business and corporatefunctions. At present there is no identifiable risk which in the opinion of the Boardmay threaten the existence of the Company.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTG
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in "Annexure A" which forms part of this Report.
20. INTERNAL CONTROL SYSTEMS
The details in respect of internal control system and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.
21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an adequate system for internal financial controls which commensuratewith its size and nature of business. Detailed procedures are in place to ensure that allassets are safeguarded and protected against losses all transactions authorized recordedand appropriately reported.
22. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason 31st March 2021 is available on the Companys website onwww.gandhispecialtubes.com.
23. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of Companies Act 2013 and Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has formulated andposted the Corporate Social Responsibility Policy on website of the company viz;www.gandhispecialtubes.com.
The Annual Report on CSR in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 for the year 2020-2021 is annexed as AnnexureB to the Boards Report.
(i) STATUTORY AUDITOR
The Statutory Auditors of your Company namely M/s. Shashikant J. Shah & Co.Chartered Accountants were appointed for a period of 5 years at the Annual General Meetingheld on July 12 2017 and will continue to hold office till the conclusion of the 37thAnnual General Meeting to be held in the year 2022. The Statutory Auditors has confirmedtheir eligibility and submitted the Certificate in writing that they are not disqualifiedto hold the office of the StatutoryAuditor.
The Audit Report does not contain any qualification reservation or adverse remark.There was no instance of fraud during the year under review which required the StatutoryAuditors to report to the Audit Committee and / or Board under Section 143(12) of Act andRules framed thereunder.
(ii) SECRETARIAL AUDITOR
Pursuant to provisions of section 204 of the Act and the rules framed there under theBoard has appointed M/s. Dholakia & Associates LLP Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2020-2021. TheSecretarial Audit Report in Form MR-3 is annexed herewith as "Annexure C".
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
(iii) COST AUDITOR
The Board has appointed Shri. Dakshesh Zaveri as the Cost Auditor for the year2021-2022 pursuant to the provisions of Section 148(3) of the Companies Act 2013 readwith Companies (Cost Records and Audit) Rules 2015 at a remuneration of 60000/- (RupeesSixty Thousand only) which is subject to the ratification by members in the ensuing AnnualGeneral Meeting.
25. SECRETARIAL STANDARDS
It is hereby confirmed that the Company has complied with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.
26. HUMAN RESOURCES
Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Companys Polices and Systems. TheCompany maintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.
27. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company conducts operations in such a manner so as to ensure safety ofall concerned compliance environmental regulations and preservation of natural resources.There was no accident during the year.
28. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICHFINANCIAL RESULTS RELATES
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Companys financial position have occurred between the end of thefinancial year of the Company and date of this report.
29. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES
The Company has not taken any loan during the year. The details of GuaranteesInvestments and Securities as covered under the provisions of section 186 of the CompaniesAct 2013 are given in the notes No. 4 8 and 32 of the Financial Statements which formpart of the Annual Report.
30. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All transactions entered with Related Parties for the year under review were onarms length basis and in the ordinary course of business. Thus disclosure in formAOC-2 is not required as such Related Party Transactions are not material. However thedetails have been furnished in the NotesNo.37tothefinancialstatement which should betreated as part of this Boards Report.
All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval at every quarterly meeting.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. The web-link of the same has been provided in theCorporate Governance Report.
31. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014.
There were no employees except the Managing Director and Joint Managing Director of theCompany drawing remuneration of 1.02 crores or more per annum or 8.5 lakhs or more permonth during the year under review. Both the Managing Director and Joint Managing Directorare related to each other and they are promoters of the Company. Their appointment iscontractual as approved by the Board and members of the Company.
The information relating to ratio of the remuneration of each director to the medianemployees remuneration and such other prescribed details as required under Section197(12) of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the year ended March 31 2021 is provided in aseparate "Annexure D" forming part of this Report.
Further the report and the accounts are being sent to the members excluding theaforesaid annexure in terms of Section 136 of the Act the said annexure is open forinspection at the Registered Office of the Company 21 days before the Annual GeneralMeeting and up to the date of the Annual General Meeting during the business hours onworking days. Any shareholder interested in obtaining a copy of the same may write to theCompany Secretary.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013.
The Company has set up an Internal Complaints Committee (ICC) for providing a Redressalmechanism pertaining to sexual harassment of women employees at workplace in Mumbai and atHalol Gujarat. There was no complaint received during the year under review.
33. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of shares with differential rights.
2. Issue of sweat equity shares.
3. There is no Employees Stock Option Scheme.
4. There were no instances of non-exercising of voting rights in respect of sharespurchased directly by employees under a scheme pursuant to Section 67(3) of the Act readwith Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014.
5. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Companys operations in future.
Your Directors take this opportunity to place on record their sincere appreciation forthe excellent support provided by Bankers Government authorities all stakeholders andbusiness associates. The Board also express its sincere appreciation and support extendedby the Shareholders during the year under review and also acknowledges the dedicatedefforts put in by the employees at all levels.
| ||For and On behalf of the Board of Directors |
| ||Manhar G. Gandhi |
|Place: Mumbai ||Chairman & Managing Director |
|Date: June 22 2021 ||DIN: 00041190 |