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Gandhi Special Tubes Ltd.

BSE: 513108 Sector: Metals & Mining
NSE: GANDHITUBE ISIN Code: INE524B01027
BSE 00:00 | 18 Oct 305.30 -0.45
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308.00

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312.65

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NSE 00:00 | 18 Oct 306.00 -7.20
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311.00

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OPEN 308.00
PREVIOUS CLOSE 305.75
VOLUME 1214
52-Week high 414.00
52-Week low 263.00
P/E 12.75
Mkt Cap.(Rs cr) 422
Buy Price 304.15
Buy Qty 1.00
Sell Price 305.30
Sell Qty 195.00
OPEN 308.00
CLOSE 305.75
VOLUME 1214
52-Week high 414.00
52-Week low 263.00
P/E 12.75
Mkt Cap.(Rs cr) 422
Buy Price 304.15
Buy Qty 1.00
Sell Price 305.30
Sell Qty 195.00

Gandhi Special Tubes Ltd. (GANDHITUBE) - Director Report

Company director report

Dear Members

Directors are pleased to present their Thirty Third Annual Report on the business andoperations of your Company along with the Audited Financial Statements for the financialyear ended on 31 st March 2018.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2018 is summarizedbelow:

Particulars For the year ended 31.03.2018 For the year ended 31.03.2017
(Rs. in Lakhs) (Rs. in Lakhs)
(As per Ind AS)
Revenue from operations 11726.73 10908.78
Other Income 824.49 955.71
Total Revenue 12551.22 11864.49
Profit before Tax 4547.42 3807.13
Less: Tax Expenses
Current Tax 1320.04 741.31
Current Tax for Prior Years - -
Deferred Tax (129.13) (14.81)
Profit for the year 3356.51 3080.63
Interim Dividend - 1322.88
Corporate Dividend Tax - 269.31
Earnings Per Share of `5/- 22.85 20.96

2. SHARE CAPITAL AND BUY BACK

During the financial year 2017-18 the Company was successful in buying back 88000fully paid up equity shares offered to the shareholders through tender offer at a price of` 500/- per Equity share representing up to 5.99% of the total no. of Equity Shares for anaggregate amount of `4400.00 Lakhs (Rupees Forty Four Crore only). The buyback process wascompleted and the shares so bought back were extinguished on April 2 2018. Post buybackof shares the paid up Equity Share Capital reduced by `44 Lakhs to `.690.93 Lakhs as onMarch 31 2018.

3. RESERVES

Your Company has utilised the General Reserve of `2981 Lakhs and Retained Earnings of`1375 Lakhs for the purpose of buy back of 880000 equity shares of ` 5/- each at a priceof ` 500/- each.

Your Directors do not propose to transfer any amount to the General reserve.

4. PERFORMANCE AND AFFAIRS OF THE COMPANY

During the year under review the gross sales of the Company excluding the exciseduty are `11393.17 lakhs. (Previous Year `9757.23 lakhs) registering a growth of 16.77%.The Company recorded profit after tax for `3356.51 lakhs (Previous Year `3080.63 lakhs)registering a growth of 8.95%

The performance of the Company has been discussed in the Management Discussion andAnalysis Report which is forming part of the Annual Report.

5. DIVIDEND

Based on the performance of the Company and with a view to appropriately reward theshareholders of the Company your Board at its meeting held on May 28 2018 hasrecommended a dividend of `9/- per equity share for the Financial Year ended March 312018. The proposal is subject to the approval of shareholders at the ensuing 33rd AnnualGeneral Meeting ( AGM) to be held on August 13 2018. The total dividend declared(excluding dividend tax) for the current year (2017-18) is `1243.68 lakhs as against`1322.88 lakhs in the previous year (2016-17). The Register of Members and Share TransferBooks will remain closed from Saturday August 4 2018 to Monday August 13 2018 for thepurpose of AGM and payment of Final Dividend to the members whose names appear in Registeras on Friday August 3 2018

6. ADOPTION OF INDIAN ACCOUNTING STANDARDS (Ind AS)

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified applicability of Ind AS (Indian Accounting Standard) toa certain class of Companies. Accordingly Ind AS was applicable to your Company for theaccounting period beginning April 1 2017 with a transition date on April 1 2016. YourCompany has adopted the Ind AS and the financial statements comply with all aspects withIndian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act 2013(the Act) [Companies (Indian Accounting Standards) Rules 2015] and other relevantprovisions of the Act. The comparative financial information of the Company for the yearended March 31 2017 and the transition date opening balance sheet as at April 1 2016included in the Ind AS financial on the previously issued statutory financial statementsfor the years ended March 31 2017 and March 31 2016 prepared in accordance with theCompanies (Accounting Standards) Rules 2006 (as amended) and adjustments to thosefinancial statements for the differences in accounting principles adopted by the Companyon transition to the Ind AS.

7. CURRENT BUSINESS STATUS

The order book position of the Company in the current financial year 2018-19 is betterthan last year and therefore barring unforeseen circumstances the Company expects toachieve better performance during the current year. The performance and outlook of theCompany has been discussed in the Management Discussion and Analysis Report which isforming part of the Annual Report.

8. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT

There is no change in the nature of business of the Company during the year. There isno revision made in the Board's Report and whatever submitted herewith is the finalreport.

9. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review your Company did not have any subsidiary associate andjoint 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 Board's Report has been captured inthe Corporate Governance Report.

11. 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 and amendedrules thereafter. The question of non-compliance of the relevant provisions of the lawrelating to acceptance of deposit does not arise.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Shri Bhupatrai Gandhi (DIN 00041273) Director will retire by rotation and beingeligible and not being disqualified under section 164 of the Companies Act 2013 offershimself for re-appointment.

There is no change in the composition of the Board of Directors.

(ii) Key Managerial Personnel

During the year under review Ms. Jeegeesha Shroff was appointed as the CompanySecretary and Compliance Officer with effect from May 16 2017.

Also Shri M.G. Gandhi and Shri B.G. Gandhi were re-appointed as Managing Director andJoint Managing Director respectively for a period of 5 years at the Board Meeting held onDecember 18 2017 which was approved by the Shareholders through Postal Ballot on January27 2018.

(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 Regulation 25 ofthe Listing Regulations

(iv) Annual Evaluation of the Board

In compliance with the provisions of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligation and Disclosure Requirement) Regulations 2015 the Board has carriedout the annual performance evaluation of its own performance and that of its Committeeand other Directors. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors and also as per the Guidance Notesissued by SEBI vide its Circular No: SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5th2017 covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.

13. BOARD AND COMMITTEES

During the year five (5) Board Meetings were convened and held the details of whichare given in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between two meetings was less than the period prescribed under theCompanies 2013 Secretarial Standard-1 on Board Meetings and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The details of the Audit CommitteeStakeholder Relationship Nomination and Remuneration Committee and CSR Committee havebeen given in the Report on the Corporate Governance.

14. DIRECTOR'S 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. thedirectors have selected such accounting policies and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2018 and of the profitof the Company for the year ended on that date;

c. 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 and detecting fraud and 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 fectively. ef financial controls are adequate and wereoperating

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.

15. 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 Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The text of thepolicy is available on the website of the Company www.gandhitubes.com. There has been nochange in the policy during the year.

16. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal and unethical behaviour.

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.

17. RISK MANAGEMENT POLICY

The Company has designed Risk Management Policy and Guidelines to avoid eventssituations or circumstances which may lead to negative consequences on the Company'sbusinesses and define a structured approach to manage uncertainty and to make use ofthese in their decision making pertaining to its business and corporate functions. Atpresent there is no identifiable risk which in the opinion of the Board may threaten theexistence of the Company.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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.

19. 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.

20. 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. The internal control system is monitored and evaluated by anInternal Auditor at every quarter and the Audit Committee discusses in details theInternal Audit Report at quarterly meeting. No material issues in relation to the adequacyof Company's control systems were raised during the year.

21. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT-9 for the financialyear ended March 31 2018made under the provisions of Section 92(3) of the Act is annexed as "Annexure B"which forms part of this Report.

22. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR)Policy of the Company andthe initiatives undertaken by the Company on CSR activities during the year are set out inAnnexure C of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. For other details regarding the CSR Committee pleaserefer to the Corporate Governance Report which is a part of this report. The Policy isavailable on www.gandhitubes.com.

23. AUDITORS

(i) STATUTORY AUDITOR

The Statutory Auditors of your Company namely M/s. Shashikant J. Shah & Co.Chartered Accountants were appointed for a period of five years at the annual generalmeeting held on July 12 2017 subject to ratification every year. The Companies(Amendment) Act 2017 has waived the requirement for ratification of the appointment ofthe shareholders at every Annual General Meeting. In view of this the approval of themembers is sought for appointment of Auditors for remaining period without anyratification every year. Auditors have confirmed their eligibility and submitted theCertificate in writing that they are not disqualified to hold the office of theStatutoryAuditor..

The Audit Report does not contain any qualification reservation or adverse remark.

(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 2017-18. SecretarialAudit Report in Form MR-3 is annexed herewith as "Annexure D".

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

(iii) COST AUDITOR

The Company is required to appoint Cost Auditor for the year ending March 31 2019pursuant to the provisions of Section 148(3) of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2015 as it has crossed the limit of the annualturnover of ` 100 Crore (Rupees One Hundred Crore). The Board has appointed Shri DaksheshZaveri as the Cost Auditor for the year 2018-19 at a remuneration of ` 50000/- (RupeesFifty Thousand) subject to the ratification of the same by the members at theensuingAnnual General Meeting of the Company.

24. 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.

25. GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act 2013 the Company has sent AnnualReport through electronic mode(email) to all the shareholders who have registered theiremail addresses with the Company or with the Depository to receive the Annual Reportthrough electronic mode and initiated steps to reduce consumption of paper. For memberswho have not registered their email addresses physical copies will be sent through apermitted mode.

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 Company's Polices and Systems. The Companymaintains 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 Company's 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 31 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 on arm'slength basis and in the ordinary course of business. Thus disclosure in form AOC-2 is notrequired as such Related Party Transactions are not material. However the details havebeen furnished in the Notes No. 36 to the financial statement.

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 medianemployee's 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 2018 is provided in aseparate Annexure E 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) ACT2013.

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressalmechanism pertaining to Sexual harassment of women employees at workplace Mumbai and Halol(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. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014.

2. The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014.

3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014.

4. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with 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 Company's operations in future.

34. ACKNOWLEDGEMENT

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 whole heartedly acknowledges thededicated efforts 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 : May 28 2018 DIN: 00041190