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Directors Report of Gandhi Special Tubes Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors are pleased to present the Thirtieth Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2015. The Statement of Accounts, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2015 is summarized below:

Particulars For the year For the year ended 31.03.2015 ended 31.03.2014 (Rs in Lacs) (Rs in Lacs)

Revenue from operations 9189.77 8352.55

Profit before Tax 2279.76 2913.36

Less: Tax Expenses

Current Tax 574.00 580.00

Current Tax for Prior Years 66.70 384.82

Deferred Tax 59.43 217.71

Profit for the year 1579.63 1730.84

Interim Dividend 1102.40 881.92

Corporate Dividend Tax 225.71 149.88

Transfer to General Reserve 300.00 300.00

Earnings Per Share of Rs. 5/- Rs 10.75 Rs 11.78

2. RESERVES

During the year under review, your Company transferred a sum of Rs. 300 lakhs to the General Reserves.

3. PERFORMANCE AND AFFAIRS OF THE COMPANY

It is heartening to note that in spite of general depression, your Company's Net Sales has increased by 10.02% from Rs. 8353 lacs to Rs. 9190/- lacs. However the operating profit has reduced by 13.43 % from Rs. 2122/- lacs to Rs. 1837/- lacs. This is primarily on account of increase in fuel and labour cost and increase in other manufacturing expenses. The Company was unable to pass on the increase in costs to its customers on account of overall depression in the industry.

The performance and outlook of the Company have been discussed in the Management Discussion and Analysis Report, which is forming part of the Annual Report.

4. DIVIDEND

The Company has increased the rate of dividend and paid an Interim Dividend @150 % on 16th February, 2015 i.e. Rs. 7.50 per share as compared to last year dividend of Rs. 6/- per share. The dividend has been paid to the shareholders whose names appeared in the Register of Members as on 3rd February, 2015. The total dividend paid for the year ended 31st March, 2015 was Rs. 1102.40 lacs. Your Directors recommend that the Interim Dividend be confirmed as Final Dividend.

5. CURRENT STATUS

The order book position of the Company in the current financial year 2015-16 is satisfactory. The Company expects to achieve better performance during the current year.

6. 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 is no revision made in the Board's Report and whatever submitted herewith is the final report.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture Company.

8. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance form an integral part of this report and are set out as separate Annexure to this Report.

9. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Mr. Jayesh M. Gandhi, (DIN NO: 00041330) Director will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers himself for re-appointment.

Mrs. Bhavi Jatin Koradia (DIN NO: 07004836) was appointed as an Additional Director with effect from 30th October, 2014. As an Additional Director Mrs. Bhavi Jatin Koradia holds office up to the date of the ensuing Annual General Meeting and being eligible, offers herself for appointment as Director afresh.

The Company has received a letter from a member along with the requisite deposits proposing the candidature of Mrs. Bhavi Jatin Koradia for her appointment as Director at the next Annual General Meeting. The Boards recommends for her appointment.

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

(ii) Key Managerial Personnel

Mrs. Shobhana Rajan Vartak was appointed as Key Managerial Personnel designated as Chief Financial Officer of the Company on 12th October, 2010. Ms Priyanka M Borkar was appointed as Key Managerial Person designated as Company Secretary of the Company w.e.f 29th January, 2015 in place of Ms Kinjal D Padrakar who resigned with effect from 2nd January, 2015.

(iii) Declaration by an Independent Director(s)

The Company has complied with clause 49 of Listing Agreement and according to the provisions of section 149(6) of the Companies Act, 2013.The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013

(iv) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance and other Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions.

11. NUMBER OF BOARD MEETINGS

During the Financial year, total 4 (Four) meetings of the Board of Directors were held on 22nd May, 2014, 24th July, 2014, 30th October, 2014 and 29th January, 2015 respectively.

12. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements 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 have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied 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 at 31st March, 2015 and of the profit of the Company for the year ended on that date;

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; and the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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.

13. 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.

14. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of:

1. Mr. Dhirajlal S. Shah - Chairman and Independent Director

2. Mr. Dharmen B. Shah - Independent Director

3. Mr. Jayesh M. Gandhi - Non-Executive Director.

4. Mrs. Bhavi Jatin Koradia -Independent Director

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. The Managing Director, Chief Financial officer, Internal Auditors and Statutory Auditors are permanent invitees to the Audit Committee meetings.

15. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

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

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

16. RISK MANAGEMENT POLICY

The Board of Directors of the Company during the year have designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure A" which forms part of this Report.

18. INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

19. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is annexed as "Annexure B" which forms part of this Report.

20. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of:

1. Mr. Manhar G. Gandhi - Chairman & Managing Director

2. Mr. Jayesh M. Gandhi - Non- Executive Director

3. Mr. Dhirajlal S. Shah - Independent Director

The Company has formulated and recommended the Board a Corporate Social Responsibility Policy which indicates the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.The Annual Report on CSR activities is annexed as "Annexure C" and forms a part of this Report.

21. AUDITORS

(i) STATUTORY AUDITOR

The Statutory Auditors of your Company namely, M/s. S. V. Doshi & Co., Chartered Accountants have been appointed for a period of three years at the previous annual general meeting held on 24th July, 2014. The appointment is required to be ratified by the shareholders at this annual general meeting to conduct the audit for the financial year 2015-2016. Auditors have confirmed their eligibility and submitted the Certificate in writing that their appointment, if ratified, would be within the prescribed limit under the Act and they are not disqualified for re-appointment.

The Statutory Auditors Report does not contain any qualification, reservation or adverse remark.

(ii) SECRETARIAL AUDITOR

The Board has appointed M/S Dholakia & Associates LLP, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Audit Report is annexed herewith as "Annexure D". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(iii) COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2014.

22. GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act, 2013 The Company will be sending Annual Report through electronic mode email to all the shareholders who have registered their email addresses with the Company or with the Depository to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

23. HUMAN RESOURCES

Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

24. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. There was no accident during the year.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The Company has not given any loan during the year. The details of Guarantees, Investments and Securities are covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes No. 10, 12 and 24 to Financial Statements.

28. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. Few transactions have been made under the approval of the Central Government obtained under the Companies Act, 1956 and valid for the year under review. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. However, the details have been furnished in the Notes No. 35 to the financial statement.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval at every quarterly meeting.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report.

29. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014.

There were no employees except the Managing Director and Joint Managing Director of the Company drawing remuneration of Rs. 60 lacs per annum or more or Rs. 5 lacs per month or more during the year under review. Both the Managing Director and Joint Director are related to each other and they are promoters of the Company. Their appointment is contractual as approved by the Board and members of the Company.

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended March 31,2015 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by members at the Registered Office of the Company, 21 days before the Annual General Meeting and up to the date of the Annual General Meeting during the business hours on working days.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal mechanism pertaining to Sexual harassment of women employees at workplace. There was no complaint received during the year under review.

31. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following 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 no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence 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 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, 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 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.

32. ACKNOWLEDGEMENT

Your Directors wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.

For and On behalf of the Board of Directors

Place: Mumbai Manhar G. Gandhi Date : 21.05.2015 Chairman & Managing Director


Mar 31, 2013

To The Members,

The Board of Directors hereby present their Twenty Eighth Annual Report on the business and operations of your Company along with the Statement of Accounts forthe yearended on 31 st March, 2013.

1. FINANCIAL RESULTS

(Rs. in Lacs)

31.03.2013 31.03.2012

Revenue from operations 9593.96 10652.93

Profit before Tax 3076.15 4167.56

Less: Tax Expenses

-Current Tax 875.00 1183.00

- Current Tax for Prior Years 0.20

- Deferred Tax (5.33) 2.82

Profit for the year 2206.29 2981.74

Interim Dividend 881.92 881.92

Corporate Dividend Tax / 143.07 143.07

Transfer to General Reserve 300.00 300.00

Earning Per Share of Rs. 5/- Rs 15.01 Rs 20.29

PERFORMANCE OF THE COMPANY

Due to slowdown in the Automobile and General Engineering industry, your Company''s performance was moderately affected. Sales of Steel Tubes and Nuts during the year had fallen by 9.57% as compared to the sales of the previous year. Consequently the net profit of the Company also registered a decline of 26%.

The expansion project undertaken by the Company last year is progressing as scheduled. With sign of improvement in the Global Market your Company is optimist on achieving higher sales in near future.

The performance and outlook have been discussed in the Management Discussion and Analysis Report which is forming a part of the Directors'' Report.

2. DIVIDEND

Despite reduction in the net profits, your Directors have continued its policy of suitably rewarding its shareholders and declared the interim dividend of 120 % i.e. Rs. 6/-on face value of Rs. 5/-each amounting to Rs. 8.82 crores for the year ended 31 March, 2013.The interim dividend was paid by the Company on 18 February, 2013. As there has been no significant change in the final profits for the year ended on 31 March, 2013, your Directors recommend that the Interim Dividend be confirmed as final dividend.

3. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance form an integral part of this report and are set out as separateAnnexuretothis Report.

4. LISTING OF SHARES AND DEPOSITORIES

Your Company''s shares are listed on The BSE Limited (BSE) and National Stock Exchange India Limited

(NSE). Your Directors wish to state that the Equity Shares of your Company are compulsorily traded in the dematerialized form w.e.f. 26/06/2000. Presently 94.43% of shares are held in electronic/dematerialized form.

5. INSURANCE

All the Assets of the Company are covered under the various Insurance Policies. Risks of fire, earthquake, flood, marine, loss of profit, damage to third party etc. are covered.

6. PUBLIC DEPOSITS

Your Company does not accept deposits from the public and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

7. DIRECTORS

Shri Jayesh M. Gandhi, retires by rotation and being eligible and not being disqualified under section 274 of the Companies Act, 1956, offers himself for re-appointment.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and that there are no material departures from the same;

ii) they have, in selection of the accounting policies, consulted the Statutory and Internal Auditors and have 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 at the end of the financial year and of the profit of the Company for the year under report;

iii) they have taken proper and sufficient care to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) they have prepared the annual accounts on "going concern basis"

9. AUDITORS

(i) STATUTORYAUDITOR

The Statutory Auditors of your Company namely, M/s. S.V.Doshi & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting, and are eligible for re-appointment and are holding Peer Review Certificate issued by ''The Institute of Chartered Accountants of India''. The Company has received the Certificate from the Auditors as required under Section224 (1B) of the Companies Act, 1956.

There is no qualification or observation made by the Statutory Auditors in their audit report.

(ii) COSTAUDITOR

Mr. D. H. Zaveri, Cost Accountant has been appointed as Cost Auditors of the Company for the Financial Year 2012-13 to conduct Cost Audit of Steel Products manufactured by the Company. Activity of Wind Mills is still not covered under the cost audit but Compliance Report for the same has to be filed.

10. CORPORATE SOCIAL RESPONSIBILITY

The Company believes that it has the duty towards betterment of society and its well-being and to achieve this noble objective made donations of Rs. 9,00,000/- during the year under review, for imparting education to the children of the underprivileged families in Panchmahal district in which the factory of the Company is located.

As a part of its Corporate Responsibility, The Company also undertook the activity of tree plantation in its Factory premises at Halol, Baroda, thereby contributing its bit towards Conservation of Nature.

11. GREEN INITIATIVES

The Company has started transmitting Annual Report through electronic mode—email to the shareholders who have preferred to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

12. HUMAN RESOURCES

Humans are considered as one of the most critical resources in the business which can be continuously smoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Polices and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

13. PARTICULARS OF EMPLOYEES «

There were no employees other than the Managing Director and the Joint Managing Director, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the Rules framed there under.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is given in Annexure and forms part of this Report.

Export efforts-The Company has made direct export of Rs. 44.06 Lakhs (previous year Rs. 164.50 Lakhs). The Company is optimistic of improving its exports once the global market is improved. The foreign exchange earning was Rs. 44.06 Lakhs and foreign exchange outgo was Rs. 2077.54 Lakhs during the year under review. The Company''s windmills are operating in Gujarat and Maharashtra and have generated units and thereby contributed to its mite to the energy requirement of the Country.

15. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by our bankers and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

For and On behalf of the Board of Directors

Place: Mumbai M.G.GANDHI

Date: 28.05.2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting Twenty Seventh Annual Report together with the Audited Accounts for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS

(Rs. in Lacs) 31.03.2012 31.03.2011

Revenue from operations 10652.93 9224.80

Profit before Tax 4167.56 3743.42

Less: Tax Expenses

- Current Tax 1183.00 1165.00

- Current Tax for Prior Years - (40.35)

- Deferred Tax 2.82 (10.38)

Profit for the year 2981.74 2629.15

Interim Dividend 881.92 734.93

Corporate Dividend Tax 143.07 122.06

Earning Per Share of Rs. 5/- Rs20.29 Rs.17.89

PERFORMANCE OF THE COMPANY

Your Company has posted a healthy performance for the year under review. The sales increased by 15.5% and crossed 100 Crores mark for the first time. Profit after Tax increased by 13.4%.

There is a tremendous growth in the demand of seamless tubes manufactured by the Company in India and is expecting similar increase in International market. To meet this demand, your Company has decided to expand its capacity of manufacturing seamless tubes by incurring capital expenditure towards construction of third building of approx. Rs 10 Crores and new machineries I balancing equipments of approx. Rs 20 Crores aggregating to Rs. 30 Crores. Your Company is also planning to have its own office in Mumbai with an outlay of about Rs.10 Crores. The entire capital expenditure will be met from internal accruals.

Your Company has maintained its status of remaining debt-free and there are no long-term borrowings. Internal cash flows have covered working capital requirements, investments, capital expenditure and dividend payment.

The performance and outlook have been discussed in the Management Discussion and Analysis Report which is forming part of the Directors' Report.

2. DIVIDEND

Your Directors have continued its policy of suitably rewarding its shareholders and declared the interim dividend of 120 % (as against 100% in the previous year) i.e. Rs. 6/- on face value of Rs. 51- each amounting to Rs. 8.82 crores for the year ended 31 March, 2012.The interim dividend was paid by the Company on 15 February, 2012. As there has been no significant change in the final profits for the year ended on 31 March, 2012, your Directors recommend that the Interim Dividend be confirmed as Final Dividend.

3. CORPORATE GOVERNANCE

The Report on Corporate Governance and Management's Discussion and Analysis Report form an integral part of this report and are set out as separate Annexure to this Report. The Certificate from Auditors of the Company, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance.

4. LISTING OF SHARES AND DEPOSITORIES

Your Company's shares are listed on The Bombay Stock Exchange Limited (BSE) and National Stock Exchange India Limited (NSE). Presently 94.30 %of shares are held in electronic/dematerialized form.

5. INSURANCE

All the Assets of the Company are insured under the various Insurance Policies. Risks of fire, earthquake, flood, marine, loss of profit, etc as also damage to third party are covered.

6. PUBLIC DEPOSITS

Your Company does not accept deposits from the public and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

7. DIRECTORS

Shri K. N. Warden retires by rotation and being eligible offers himself for re-appointment.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and that there are no material departures from the same;

ii) they have, in selection of the accounting policies, consulted the Statutory and Internal Auditors and have 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 at the end of the financial year and of the profit of the Company for the year under report;

iii) they have taken proper and sufficient care to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on "going concern" basis.

9. AUDITORS

(i) STATUTORY AUDITORS

The Statutory Auditors of your Company namely, M/s. S.V.Doshi& Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting, and are eligible for re-appointment and are holding Peer Review Certificate issued by 'The Institute of Chartered Accountants of India'. The Company has received the Certificate from the Auditors as required under Section224 (1B) of the Companies Act, 1956.

There is no qualification or observation made by the Statutory Auditors in their audit report.

(ii) COST AUDITOR

Mr. D. H. Zaveri, Cost Accountant has been appointed as Cost Auditors of the Company for the Financial Year 2011-12 to conduct Cost Audit of Steel Tubes and Pipes manufactured by the Company. Activity of Wind Mill is still not covered under the cost audit.

10. CORPORATE SOCIAL RESPONSIBILITY

The Company believes that it has the duty towards betterment of society and its well being and to achieve this noble objective made donations of Rs. 7,00,000/- during the year under review to the organisations rendering the services to mentally underdeveloped human beings, educations, sports, social awareness etc.

11. GREEN INITIATIVES

The Company has started transmitting Annual Report through electronic mode - email to the shareholders and initiated steps to reduce consumption of paper.

12. HUMAN RESOURCES

Humans are considered as one of the most critical resources in the business and they build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

13. PARTICULARS OF EMPLOYEES

There were no employees other than the Managing Director and the Joint Managing Director, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the Rules framed there under.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is given in Annexure and forms part of this Report.

The Company has made direct export of Rs. 164.50 Lakhs (previous year Rs. 19.07 Lakhs). The Company continues to explore possibility of increasing its export. The foreign exchange earning was Rs. 164.50 Lakhs and foreign exchange outgo was Rs. 2050.19 Lakhs during the year under review. The Company's windmills are operating in Gujarat and Maharashtra and have generated units and thereby contributed to its mite to the energy requirement of the Country.

15. ACKNOWLEDGEMENT

The Board wishes to acknowledge and thank all shareowners and stakeholders for their valuable continued support and encouragement. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Workers, Staff and Executives of the Company.

For and On behalf of the Board of Directors

M.G.GANDHI

Chairman & Managing Director

Place: Mumbai

Date : 22.05.2012


Mar 31, 2011

The Directors have pleasure in presenting their Twenty Sixth Annual Report together with the Audited Accounts for the year ended on 31st March, 2011.

1. FINANCIAL RESULTS

(Rs. in Lacs)

31.03.2011 31.03.2010

Sales: Products 9770.97 7990.18

Wind Power 156.49 182.24

9927.47 8172.43

Profit before Tax 3743.60 3639.17

Less: Provision for Taxation

-Current Tax 1165.18 1140.23

-Deferred Tax (10.38) (27.49)

Prior Year adjustments (40.35) (6.87)

Profit after Tax 2629.15 2533.30

Interim Dividend 734.92 367.46

Silver Jubilee dividend NIL 367.46

Corporate Dividend Tax 122.06 124.90

Earning Per Share of Rs. 5/- Rs. 17.89 Rs. 17.24

PERFORMANCE OF THE COMPANY

Your Company has delivered another year of profitable growth by recording 22.29% increase in the sale of products. The profit of the year after tax has increased by 22.78% if other income by way of receipts from Keyman Insurance Policy and sale of Pune Land in the previous year are excluded. Continuous focus on quality, value addition and cost management have helped your Company to achieve this profitable growth. The performance and outlook have been discussed in the Management Discussion and Analysis Report which is forming part of the Directors Report.

2. DIVIDEND

Your Directors have continued the trend of aptly rewarding the shareholders and maintained an interim dividend of Rs. 5/- per equity share of Rs. 5/- each (100%) for the financial year 2010-2011. Total out lay for an interim dividend of Rs 5/- per share on 1,46,98,616 Equity Shares of Rs 5/- each is Rs .734.93 Lacs for the year ended 31st March, 2011 The interim dividend was paid by the Company on 24th February, 2011. As there has been no significant change in the final profits for the full year ended on 31st March, 2011, your Directors recommend that the Interim Dividend should be confirmed as final dividend.

3. CORPORATE GOVERNANCE

The Corporate Governance and Managements Discussion and Analysis Reports form an integral part of this report and are set out as separate Annexure to this Report. The Certificate from Auditors of the Company, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance.

Corporate Governance voluntary guidelines issued by the Ministry of Corporate Affairs.

The Major part of the Corporate Governance Voluntary Guidelines, 2009 has been complied with by adhering to the standards of the Corporate Governance under clause 49 of the Listing Agreement and Companys own policy of transparency and professionalism.

4. LISTING OF SHARES AND DEPOSITORIES

Your Companys shares are listed on The Bombay Stock Exchange Limited (BSE) and National Stock Exchange India Limited (NSE). Your Directors wish to state that the Equity Shares of your Company are compulsorily traded in the dematerialized form w.e.f.26/06/2000. Presently 94.159% of shares are held in electronic/dematerialized form.

5. INSURANCE

The Companys all assets are covered under the various policies. Risks of fire, earthquake, flood, marine, loss of profit, etc and also due to damage to third party are covered.

6. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

7. DIRECTORS

Shri D.S.Shah and Shri D.B.Shah retire by rotation and being eligible offer themselves for re-appointment.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have, in selection of the accounting policies, consulted the Statutory and Internal Auditors and have 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 at the end of the financial year and of the profit of the Company for the year under report;

iii) they have taken proper and sufficient care to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on going concern basis.

9. (i) AUDITORS

The Companys Auditors M/s. S.V.Doshi & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting, and are eligible for reappointment and holding peer review certificate issued by The Institute of Chartered Accountants of India. The Company has received the certificate from the Auditors as required under Section224 (1B) of the Companies Act, 1956. There is no qualification or observation made by the statutory auditors in their audit report.

(ii) COST AUDITOR

The Central Government has approved the appointment of M/s.Narottam L. Tola, as Cost Auditors of the Company for the Financial Year 2011 -12 to conduct Cost Audit of Steel Tubes and Pipes product in the Products of the Company.

10. CORPORATE SOCIAL RESPONSIBILITY

The Company believes that it has the duty towards betterment of society and its wellbeing and to achieve this noble objective made following donations during the year under review:-

NAME OF THE TRUST AMOUNT PURPOSE

Navjivan Charitable Trust Rs. 20,00,000/- The Trust is approved by the National Committee for promotion of Social and Economic Welfare under section 35AC of the Income Tax Act, 1961

Valabdas Dagara Indian Society Rs. 2,00,000/- The Trust offers services to the mentally retarded

Veerayatan Vidyapath Fund Rs. 5,00,000/- The Trust offers its services in the field of education, medical care and empowerment of mankind.

Shri Prabhav Hem Kamdhenu Rs. 1,11,111/- Girivihar Trust Trust is running a hospital located in Palitana (Gujarat)

TOTAL Rs. 28,11,111/-

11. HUMAN RESOURCES

Humans are considered as one of the most critical resources in the business which can be continuously smoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

12. PARTICULARS OF EMPLOYEES

There were no employees other than the Managing Director and the Joint Managing Director, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the Rules framed there under.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is given in Annexure and forms part of this report.

The Company has made direct export of Rs. 19.07 lakhs (previous year Rs. 16.81 lakhs). The foreign exchange earning was Rs. 19.07 lakhs and foreign exchange outgo was Rs 1678.05 lakhs during the year under review. The Companys windmills are operating in Gujarat and Maharashtra and have generated units and thereby contributed to the energy requirement of the Country.

The annual reports are being sent through emails to the shareholders who have preferred to receive annual accounts through electronic mode. Any shareholders desirous of obtaining hard copy may write to the Company for the same.

14. ACKNOWLEDGEMENT

The Board wishes to acknowledge and thank all stakeholders for their valuable continued support and encouragement. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Workers, Staff and Executives of the Company.

For and On behalf of the Board of Directors

M.G.GANDHI Chairman & Managing Director

Place: Mumbai Date : 12.05.2011




Mar 31, 2010

The Directors have pleasure in presenting their Twenty Fifth Annual Report together with the Audited Accounts for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS

(Rs. in Lacs)

31.03.2010 31.03.2009

Sales 8172.43 6287.08

Profit before Tax 3639.17 2319.04 Less: Provision for Taxation

-Current Tax 1140.23 650.17

- Deferred Tax (27.49) 74.07

- Fringe Benefit Tax NIL 2.05

Prior Year adjustments (6.87) ------

Profit after Tax 2533.30 1592.74

Interim Dividend 367.46 367.46

Silver Jubilee dividend 367.46 ------

Corporate Dividend Tax 124.90 62.45

Earning Per Share of Rs. 5/- Rs. 17.24 Rs. 10.84

Your Company has fully exploited surging demand for components by the Original Equipment Manufacturers (OEMs). There was a good demand from Automotive, Refrigeration and Infrastructure Industry. Your Company has recorded a growth in the turnover by approximately 30% and net profit after tax by approximately 59% in comparison with the previous year.

2. DIVIDEND

Your Directors on occasion of silver jubilee year of the Company declared special interim dividend of Rs. 2.50 paise per equity shares of Rs. 5/- each. Regular interim dividend of Rs. 2.50 paise was also declared. Both the interim dividends aggregating to Rs. 5.00 per equity share of RS. 5/- each amounting to Rs.734.93 Lacs for the year ended 31st March, 2010 were paid by the Company on 16th February, 2010. As there has been no significant change in the final profits for the full year ended on 31st March, 2010, your Directors recommend that the Interim Dividend may be confirmed as final dividend.

3. RATINGS

CRISIL has assigned ratings to the bank facilities of your Company as A+/Stable/P1+ which indicates more than adequate degree of safety with regard to timely payment of financial obligations. Your Company hardly uses cash credit facilities and sparingly uses Letter of Credit/Bank Guarantee facility.

4. CORPORATE GOVERNANCE

The Corporate Governance and Managements Discussion and Analysis Reports form an integral part of this report and are set out as separate Annexure to this Report. The Certificate from Auditors of the Company, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance.

5. DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

6. DIRECTORS

Shri J. M. Gandhi retires by rotation and being eligible and not being disqualified under Section 274 of the Companies Act, 1956, offers himself for reappointment.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have, in selection of the accounting policies, consulted the Statutory and Internal Auditors and have 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 at the end of the financial year and of the profit of the Company for the year under report;

iii) they have taken proper and sufficient care to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on going concern basis.

8. AUDITORS

The Companys Auditors M/s. S.V.Doshi & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting, and are eligible for reappointment and holding peer review certificate issued by The Institute of Chartered Accountants of India. The Company has received the certificate to this effect from the Auditors.

9. PARTICULARS OF EMPLOYEES

There were no employees other than the Managing Director and the Joint Managing Director, covered under the purview of Section 217 (2A) of the Companies Act, 1956 and the Rules framed there under.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is given in Annexure and forms part of this report.

11. ACKNOWLEDGEMENT

Your Directors gratefully acknowledge their sincere thanks for unstinting support by the customers, bankers, suppliers and our esteemed shareholders for their continued support and encouragement. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Workers, Staff and Executives of the Company.

For and On behalf of the Board of Directors

Place: Mumbai M.GGANDHI

Date: 12.05.2010 Chairman & Managing Director

 
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