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Garware Marine Industries Ltd.

BSE: 509563 Sector: Others
NSE: N.A. ISIN Code: INE925D01014
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VOLUME 3
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OPEN 5.96
CLOSE 5.96
VOLUME 3
52-Week high 13.23
52-Week low 5.70
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Garware Marine Industries Ltd. (GARWAREMARINE) - Director Report

Company director report

To

The Members

Garware Marine Industries Limited

We present our report on the business and operations of the Company for the year ended31st March 2016.

• Financial Summary:

Particulars Current Year ended 31/03/2016 Previous Period of 9 months ended 31/03/2015
(Amt in Rs.) (Amt in Rs.)
Income from operations (Including other income) 19954412 12240812
Less: Expenses 19131922 17979699
Profit before Interest 822490 (5738887)
Depreciation and Tax
Less: Interest and Finance charges 561199 380293
Profit before Depreciation and Tax 261291 (6119180)
Less: Depreciation and Amortization 16032 145039
Provision for Tax - 560000
Deferred Tax 800000 800000
Tax for earlier years (560000) -
Profit / Loss for the year 5259 (7624219)
Add: Balance and loss brought forward from previous year (43152305) (35528086)
Available for Appropriation (43147046) (43152305)
Less: Transferred to General Reserve - -
Balance carried forward to Profit and Loss Account (43147046) (43152305)

• Financial Highlights

Total income for the year ended 31st March 2016 stood at Rs.19954412/-as against Rs.12240812/- for the previous 9 months period ended 31st March2015. The Net Profit for the year ended 31st March 2016 stood at Rs. 5259/-as against loss of Rs. 7624219/- for the previous 9 months period ended 31stMarch 2015.

• Operations

During the year under review your Company’s main source of revenue was generatedfrom Vessel repairs.

• Future Outlook

The prolonged global recession in the Shipping & Offshore Industry has severallyaffected this market. The glut in supply of Oil and Commodities may lead to the"stacking" of several ships in the near future. This situation will surely"dent" the Company’s primary source of revenues viz. ship repair.

Taking into consideration this "slow down" and to sustain operationsMr. Shyamsunder V. Atre Executive Director offered to reduce the remuneration"drawn" by him by over 40% and proposed a suitable reduction in the emolumentsof all other employees as well. The Company is trying its best to "weather thisstorm" and hopes to improve the current situation with the addition of new clientsthis year.

• Dividend

In view of the carried forward losses and in an attempt to conserve resources for thefuture your Directors have not recommended any dividend for the financial year ended 31stMarch 2016.

• Subsidiary / Wholly Owned Subsidiary

The Company does not have any Subsidiary or Wholly-owned Subsidiary Company.

• Loans Guarantees or Investments

During the year under review the Company has not granted any loan not made anyinvestment and not given any guarantee u/s 186 of Companies Act 2013 and thus requireddetails are not applicable.

• Deposits

No Deposits covered under Chapter V of the Companies Act 2013 were invited by theCompany from public during the year under review.

• Directors

The following persons make up the Board of Directors of the Company:

Sr. No. Name of Director Designation
1 Mr. Aditya A. Garware Chairman Non-Executive – Non-Independent Director
(DIN: 00019816)
3 Mrs. Shefali S. Bajaj (nee Garware) Non-Executive – Non- Independent Director
(DIN: 00149511)
3 Mr. Shyamsunder V. Atre Executive Director
(DIN: 01893024)
4 Dr. Bhupendra M. Saraiya Independent Director
(DIN: 00035002)
5 Mr. Rajiv S. Khanna Independent Director
(DIN: 02855080)
6 Late Vikas V. Desai* Independent Director
(DIN: 00017629)
7 Mr. Sanjay V. Chinai** Independent Director
(DIN: 00245418)

*Expired on 11.07.2015.

**Mr. Sanjay V. Chinai was appointed as Additional Director w.e.f.15.10.2015.

In accordance with the Provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Aditya A. Garware Director retires byrotation at the forthcoming Annual General Meeting of the Company and being eligibleoffers himself for reappointment. The Board recommends his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting of theCompany. Mr. Sanjay V. Chinai was appointed as Additional Director of the Company w.e.f.15th October 2015 to hold office upto the date of forthcoming Annual GeneralMeeting. In terms of Provisions of Section 149 of the Companies Act 2013 it is proposedto appoint Mr. Sanjay V. Chinai as Independent Director for a period of five years. YourCompany has received a notice in writing from a member proposing the candidature of SanjayV. Chinai as Independent Director of the Company at the ensuing Annual General Meeting.

All Independent Directors have furnished declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

• Number of Meetings of the Board

During the year under review 4 Board Meetings were duly convened and held on 28thMay 2015 14th August 2015 15th October 2015 and 01stFebruary 2016. The details of the said Board Meetings forms part of the CorporateGovernance Report.

• Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

The details of the committees along with their composition and relevant details areprovided in the Corporate Governance Report.

• Board Evaluation

Pursuant to Provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a structured customized questionnaire wasprepared after taking into consideration the various aspects of the Board’sfunctioning composition of the Board and its Committees performance of dutiesobligations and governance. The performance evaluation of Chairman Executive DirectorNon-independent Directors and Independent Directors was carried out by the IndependentDirectors.

• Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

Mr. Shyamsunder V. Atre Executive Director
Ms. Pallavi P. Shedge Company Secretary

During the year Mrs. Nirmala G. Agarwal resigned as Company Secretary of the Companyw.e.f. 31st July 2015. The Board at its meeting held on 14thAugust 2015 has appointed Ms. Pallavi P. Shedge as Company Secretary w.e.f. 20thAugust 2015.

• Policy on Appointment and Remuneration

The Board of Directors has framed a Policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This Policy also lays down the criteria for selection and appointment of Board Members.The details of the Policy are available on the Company’s websitewww.garwaremarine.com.

• Director’s Responsibility Statement

In accordance with the provisions of Section 134(3) of the Companies Act 2013 andbased on the information provided by the management your Directors’ state that:

(a) That in the preparation of the Annual Accounts the applicable accounting standardshave been followed and that no material departures (save and except as stated in thisDirectors’ Report) have been made from the same;

(b) That they have selected such Accounting Policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the State of Affairs of the Company at the end of the financial year and lossof the Company for the year ended on that date;

(c) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) That the Directors have prepared the Annual Accounts on a going concern basis;

(e) That the Directors have laid down internal financial controls to be followed andthat such financial controls are adequate and were operating effectively;

(f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

• Appointment of Statutory Auditors and their Report

You are requested to re-appoint Statutory Auditors Messrs. Raman S. Shah &Associates Chartered Accountants (Firm Registration No. 119891W) for the current year andto fix their remuneration. The Company has obtained a Certificate from them under Section139 of the Companies Act 2013 certifying that they are eligible for taking up theappointment.

With regard to Auditors’ Report and their comments regarding non-provision fordiminution in the value of shares and amount recoverable from Garware Nylons Limited thesame has been clarified in Note No 22(6) to the Notes to the Accounts.

• Internal Financial Control

The Company has adequate internal financial control with respect to the preparation andpresentation of the financial statements which forms part of the Annual Report.

• Risks and area of concern

Adequate measures taken to protect the Company from any potential risks which mayaffect the existence of the Company and the Board of Directors continuously strives totake utmost care to ensure preservation of interest of all its stakeholders.

• Extract of Annual Return

The Details forming part of extract of the Annual Return in Form MGT-9 is enclosed asAnnexure A to this Report.

• Corporate Governance and Management Discussion and Analysis Report

The Corporate Governance Report along with the Auditors’ Statement of itscompliances and Management Discussion and Analysis Report are given separately with thisReport.

• Related Party Transactions

The information for related party transactions as required under Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC-2 is enclosed as Annexure B to this Report.The Policy on Related Party Transactions is available on the Company’s websitewww.garwaremarine.com.

• Secretarial Audit

Pursuant to the Provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder Mr. Rajkumar R. Tiwari Practicing Company Secretary (CP No.2400) has beenappointed as Secretarial Auditor to conduct Secretarial Audit for the Financial Year2015-16. The Secretarial Audit Report for the year ended 31st March 2016 is enclosed asAnnexure C to this Report. As regards qualification of Secretarial Audit fornon-compliance of Companies Act 2013 in regard to appointment of Chief Financial Officer(CFO) under Section 203(1) (ii) of the Companies Act 2013 the Board of Directors statedthat the Company is in process of appointing the same. However keeping in view of the sizeof the Company and the nature of business the Company is unable to appoint a suitablecandidate so far.

• Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo

In view of suspension of all manufacturing activities statement pursuant to provisionsof Section 134(3)(m) of the Companies Act 2013 and Companies (Accounts) Rules 2014 forConservation of Energy Technology absorption and Foreign Exchange Earnings and outgo isnot applicable.

• Human Resource

The relations with employees continue to be cordial. Your Directors wish to expresstheir appreciation of the services rendered by the devoted employees.

• Details of Salary of Employees

The information required under Section 197 of the Companies Act 2013 read with Rule 5of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company and Directors is furnished in Annexure D. As per Provisions ofSection 136(1) of the Companies Act 2013 particulars of the same will be made availableto shareholders on request.

• Corporate Social Responsibility (CSR)

In view of the losses for the previous years the Company was not required to make anycontribution towards CSR and thus the required details are "Not Applicable".

• Prevention of Sexual Harassment Policy

The Company has constituted a Committee pursuant to the provisions of ‘The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal)’ Act 2013& Rules thereunder. Internal Complaint Committee has been set up to redress complaintsunder sexual harassment. All employees (permanent contract and temporary) are coveredunder the Policy.

During the year under review ‘Nil’ complaint was received by the Committee.

• Acknowledgement

Your Directors take this opportunity to express their sincere gratitude to theEmployees of the Company who have stood by and supported the Company through"trying" times".

For and on behalf of Board
sd/-
Date: 08/07/2016 Aditya A. Garware
Place: Mumbai Chairman