Gandhi Special Tubes Ltd Directors Report

Dear Members,

Your Directors are pleased to present their Thirty Ninth Annual Report along with the Audited Financial Statements for the financial year ended on 31 March 2024.

FINANCIAL RESULTS

The Companys financial performance for the year ended 31 March 2024 is summarized below:

		(Rs. in Lakhs except Earning Per Share)
Particulars	For the year ended 31.03.2024	For the year ended 31.03.2023
Revenue from operations	17,088.36	16,747.36
Other Income	1,238.27	544.53
Total Revenue	18,326.63	17,291.89
Profit before Tax	7,334.11	6,286.61
Less: Tax Expenses
Current Tax	1,751.17	1,518.50
Deferred Tax	25.02	34.42
Profit for the year	5,557.92	4,733.69
Dividend paid	1,458.24	1,215.20
Earnings Per Share of f 5/-	45.74	38.95

RESERVES

Your directors does not propose to transfer any amount to the general reserves of the Company.

PERFORMANCE AND AFFAIRS OF THE COMPANY

In this Financial Year, the Company delivered sales of Rs. 16,643 lakhs up 2.28% vs year ago. For the Financial year ended 31 March 2024, the Company reported Profit After Tax (PAT) of Rs. 5557.92 lakhs, up 17.41 % versus year ago. This was driven by increase in Other Income and significant focus on cost cutting measures.

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 2024 is Rs. 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 260% i.e. Rs. 13.00/- per equity share of the face value of Rs. 5/-each, an increase of 20 % vs FY 2022-23, out of Free reserves, for the Financial Year ended 31 March 2024 subject to necessary approval by the Shareholders at the ensuing Annual General Meeting of the Company to be held on Monday,12 August 2024. The total dividend recommended for the financial year 2023-2024 is Rs. 1579.76 lakhs. Payment of Dividend will be made to the members whose names appear in Register as on Monday, 5 August 2024. 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 39th 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 2017.

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. govin) 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 final dividend and corresponding shares for the financial year ended 31 March 2018 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 2024.

CESSATION

a. As per the terms of his appointment , Mr. Kavas N Warden (DIN 00045840 ) completed his second term as an Independent Director on 31 March 2024 and accordingly ceased to be an Independent Director and Member of the Board of Directors of the Company.

b. As per the terms of his appointment , Mr. Dharmen B Shah (DIN 01834884 ) completed his second term as an Independent Director on 31 March 2024 and accordingly ceased to be an Independent Director and Member of the Board of Directors of the Company.

The Board of Directors wish to sincerely appreciate and express gratitude for the extensive knowledge and invaluable guidance provided by Mr. Kavas Warden and Mr. Dharmen Shah during their distinguished tenure with the Company. Their innovative ideas and strategic thinking have been instrumental in propelling the company to new heights, and their contributions are deeply recognized and admired.

APPOINTMENT

a. Based on recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 7 February 2024, appointed Mr. Viral D Doshi (DIN 10419947) as Additional Director designated as Non-executive Independent Director with effect from 1 April 2024 upto 31 March 2029 subject to approval of the shareholders. The Shareholders of the Company have approved his appointment by resolution passed by postal ballot & e-voting on 13 April 2024

b. Based on recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 7 February 2024, appointed Mr. Hemal V Shah (DIN 10423683) as Additional Director designated as Non-executive Independent Director with effect from 1 April 2024 upto 31 March 2029 subject to approval of the shareholders. The Shareholders of the Company have approved his appointment by resolution passed by postal ballot & e-voting on 13 April 2024

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Bhupatrai Gandhi (DIN 00041273) Director of the Company, shall retire by rotation at the ensuing Annual General Meeting, and being eligible have offered himself 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 39th 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 2024, 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 2024 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, 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 in maintaining 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

At Gandhi Special Tubes Limited dedication to Corporate Social Responsibility (CSR) has remained steadfast from its inception.

The CSR Project undertaken by your Company for Financial year 2023 -2024 is as follows.

MEDICAL EQUIPMENTS FOR SIX-BED STATE-OF-THE-ART ICU FOR LIVER TRANSPLANT PATIENTS

The Company supported KEM hospital in developing a comprehensive state-of-the-art ICU by procuring Medical Equipment for Liver Transplant required for pre- and post-transplant care. By initiating the liver transplant programme, KEM hospital has demonstrated that public hospitals can also provide advanced medical facilities to people from marginalised sections of the society. With a keen desire to provide quality and affordable health care to people across socio-economic section, the Company supported KEM hospital in procuring the Medical Equipments.

The Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report

The Corporate Social Responsibility Policy is available on the website of the Company at https://gandhispecialtubes.com/ irproiects.html

Annual report on Corporate Social Responsibility activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure I

RISK MANAGEMENT

Your company has a comprehensive Risk Management framework that encompasses a wide range of risks, such as Business, Operational, Financial, Sectoral, Market, Regulatory and Compliance, Sustainability, Human Resources, Information and Cyber Security, and Strategic Risks. The assessment, measurement, and mitigation processes for these risks are well-defined. Significant risks identified by business units and functions are systematically managed through continuous mitigating actions, aligning with the risk appetite approved periodically by the Board of Directors.

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/irpolicies.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 2024

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, and 33

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 July 26, 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 2025. 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 39th AGM. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditors for the financial year ending 31 March 2025 is placed at the 39th 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 2025

c. SECRETARIALAUDITOR

The Board had appointed M/s. 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 2024. 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 maintains a strict stance against sexual harassment in the workplace and has implemented a policy aligned with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and its accompanying Rules. The policy is designed to safeguard employees, prevent incidents of sexual harassment, and address complaints effectively. An Internal Complaints Committee is in place to handle any reported cases of sexual harassment. No complaints of sexual harassment were received by the Company during the financial year 2023-2024.

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 Rs.rType=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, 2024, 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 Directors would like to extend their sincere gratitude to the Companys customers, vendors, and investors for their unwavering confidence and patronage. We are deeply appreciative of the continuous support received from business associates, regulatory and governmental authorities, whose cooperation, support, and guidance have been instrumental in our success.

The Directors express their utmost appreciation for the dedicated efforts and contributions of every employee including the workmen at our manufacturing plants, who have demonstrated unwavering support and resilience during the challenging times. It is through the collective efforts of our stakeholders and employees that we continue to thrive and achieve our goals.

	For and On behalf of the Board of Directors
	Manhar G. Gandhi
	Chairman & Managing Director
	DIN: 00041190
Place: Mumbai
Date: 28 May, 2024