Garware Synthetics Limited
Your Directors have pleasure in presenting their 48th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Y ear endedMarch 31 2017.
|PARTICULARS ||2016-2017 ||2015-2016 |
|Total Revenue for the Period ||85353186 ||79012178 |
|Profit/ (Loss) for the year before providing Depreciation & Financial Charges ||7012998 ||3816391 |
|Less: Depreciation ||188486 ||181184 |
|Financial Charges ||1561439 ||1383200 |
|Profit/(Loss) Before Exceptional Items and Tax ||5263073 ||2252007 |
|Exceptional Items and Extraordinary Item ||-- ||-- |
|Profit Before T ax ||5263073 ||2252007 |
|Current Tax: ||-- ||780000 |
|Current tax relating to prior years ||625001 ||-- |
|Deferred T ax ||(48850) ||(193107) |
|Profit After Tax ||4686922 ||1665115 |
|Balance brought forward from the previous year ||(194324857) ||(195989971) |
The Company achieved the Revenue from Operations of Rs. 85353186 during the financialyear ended on 31st March 2017 as against Rs. 79012178 achieved during theprevious year ended on 31st March 2016.
During the year Company earned Net Profit of Rs. 4686922 as against Net Profit of Rs.1665115 during the previous year ended on 31st March 2016.
With a view to strengthen the financial position of the Company and for the futuregrowth of the Company your Directors did not recommend any dividend for its shareholders.
Your Company has not accepted deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the year2016-2017.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of loans guarantees and investments made / given by the Company in theyear 2016 - 2017 as per section 186 of the Companies Act 2013 has been disclosed in thenote to accounts of Financial Statements.
PARTICULAR OF CONTARCTS OR ARRANGEMENT WITH RELATED PARTY TRANSACTION.
The Particular of contracts and arrangements entered into by the company with relatedparties as referred section 188 of companies Act 2013 and Rules made thereunder are onarms lengths basis and are mentioned in annexure II to Directors report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and all assets andresources are acquired economically used efficiently and adequately protected.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE:
Particulars relating to conservation of energy technology absorption foreign exchangeearnings and outgo forms part of this report and is Annexure-I.
During the year under review your Company enjoyed cordial relationship with employeesat all levels.
Declaration by an Independent Director(s) and Re- Appointment:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of Companies Act 2013 read with Rules and Regulation 16 of SEBI (LODR) Regulation2015 with the Stock Exchanges.
None of the Director has been appointed during the year 2016 - 2017.
None of the Directors has been ceased from their office during the year 2016 - 2017Retirement by rotation:
Mr. Sunder Moolya and Mr. Santosh Borkar Executive Directors are liable to retire byrotation at the ensuring AGM pursuant to section 152 and other applicable provision ifany of the Companies Act 2013 the article of association of the Company and beingeligible have offered themselves for re-appointment. Appropriate resolutions for theirre-appointment are being placed for the approval of the shareholders of the Company at theensuring AGM. The brief resume of the Director recommend their re-appointment as ExecutiveDirector of the Company.
As above discussion Mr. Santosh borkar (DIN: 03134348) is eligible for retire byrotation at the ensuring AGM he hold office as long time as compared to Mr. SunderMoolya. Therefore he shall be eligible for retire by rotation and for re-appointment also.
None of the Directors are disqualified from being appointed as specified in Section 164of the Companies Act 2013 as amended.
Pursuant to the provision of the companies act 2013 read with Rules thereunderregulation 17(10) of the listing regulations and circular issued by SEBI dated 5thJanuary 2017 with respect to guidance note on board evaluation the evaluation of theannual performance of the Director/board/Committees was carried out for the Financial year2016-2017.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors during the year and the gap between to Board meeting did notexceed one Hundred and twenty days. The date on said meeting held as following.
|Date of Board meeting Held ||No. of Directors Present during the Meeting. |
|1. 30.05.2016 ||5 |
|2. 28.06.2016 ||5 |
|3. 12.08.2016 ||5 |
|4. 14.11.2016 ||5 |
|5. 14.02.2017 ||5 |
The Committee met 4 times during the year under review. The said meetings were held on30th May 2016 12th August 2016 14th November 2016and 14th February 2017
There were no changes in composition of Audit committee it remained the same.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee met 2 times during the year 2016-2017. Thesaid meetings were held on 12th August 2016 and 14th November2016.
There were no changes in composition of Nomination and remuneration Committee itremained the same.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
In accordance with the provisions of Section 178 of the Companies Act 2013
The Stakeholder relationship Committee met two times in the year i.e. on 12thAugust 2016 and 14th November 2016.
There were no changes in composition of Stakeholders relationship Committee itremained the same.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
i) In the preparation of the accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 ofthe profit of the Company for the year under review;
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) The Directors have prepared the accounts for the financial year ended 31stMarch 2017 on a going concern basis. The Directors are very much hopeful that theCompany's performance will improve in the forth coming financial years.
v) The Directors had laid down internal financial controls to be followed by Companyand that such internal financial controls are adequate and were operating effectively.
vi) The Director had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.
The Company does not have any subsidiary.
During the year 2016 - 2017 the Company has not made any issue of equity shares withdifferential voting Rights Sweat Equity Shares and Employee Stock Option.
Option for conversion of share warrants issued by the Company was not exercise by theapplicants of share warrant i.e by warrant holders. So the share warrant stands cancelledas per the terms of issue.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KMP AND PARTICULAR OF EMPLOYEES:
The remuneration paid to Directors and Key Managerial Personnel are in accordance withthe Nomination and Remuneration Policy formulated in accordance with section 178 ofCompanies Act 2013 and Regulation 19 of SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015.
The information required under section 197 of the Companies Act 2013 in respect ofDirector/employees of the company Mentioned in Remuneration of employees point inDirectors report part
WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:
|Name of the Director ||Amount of remuneration to Directors ||Percentage increase in the remuneration ||Ratio of remuneration of each Director / to median remuneration of employees |
|Mr. Sunder Moolya ||391000 ||5.81% ||2.645 |
|Mr. Santosh Borkar ||340750 ||10.63% ||2.305 |
1. The Independent Directors do not receive any remuneration except sitting fees.
2. There was change in the remuneration of any Director other than Key ManagerialPersonnel.
3. The percentage decrease in the median remuneration of the employees in the financialYear was 5.23%
4. As on 31st March 2017 there were a total of 82 employees on the roll of the Company.
5. It is affirmed that the remuneration is as per the remuneration policy of thecompany.
6. None of the employee of the Company was in receipt of the remuneration (throughoutthe financial year or part thereof) as per Rule 5(2) of the Companies (Appointment ofManagerial Personnel) 2014.
The Company does not have any Holding or Subsidiary Company and Associate Company asper Companies Act 2013 and Rules made thereunder.
M/s. Mehul Hemani & Associates Chartered Accountants Statutory Auditors of theCompany be and is hereby appointed as statutory auditors of the Company in place ofretiring Statutory Auditors of M/s B.V Shah & Associates Chartered Accountants (FirmRegistration No. 109511W) to hold office form conclusion of the 48th AnnualGeneral Meeting until the conclusion of 53rd Annual general meeting for periodof 5 years and being eligible for re-appointment subject to Shareholders' approval atevery Annual General Meeting. The Company has obtained an eligibility certificate fromthem of their appointment it would be in accordance with the prescribed limits specifiedunder section 139 of the Companies Act 2013.
STATUTORY AUDIT REPORT:
The Report of the statutory Auditors along with the notes to schedule is enclosed tothis report and does not contain any qualification reservation or adverse remark ordisclaimer.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the company has appointed M/s S. G. and Associates Practicing Company Secretaries(Mumbai) to undertake the Secretarial Audit of the Company for the Financial Year2016-2017. The Secretarial Audit report i.e. Form MR-3 is Annexure II to this report. Thesecretarial audit report contained following observations and remarks:
The company has not appointed Company secretary and Chief financial officer as requiredunder section 203 of companies act 2013.
Further The Company has not appointed internal auditor as per section 138 CompaniesAct 2013.
As per secretarial audit report the Board of Director has taken note of the same andare searching for suitable candidate for right position in the Company for that Companyhas published Advertisement in newspaper.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return i.e. Form MGT-9 is forming the part of this Annual Reportand is annexure III to Directors report.
RISK MANAGEMENT POLICY:
The company has framed a risk management policy and the same is available on thewebsite of the Company. The Company believes that risk should be managed and monitored ona continuous basis. As a result the Company has designed a dynamic risk managementframework to allow managing risks effectively and efficiently enabling both short termand long term strategic and business objectives to be met.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection
by the members at the Registered office of the company during business hours on workingdays of the company up to the date of ensuing Annual General Meeting. If any member isinterested in inspecting the same such member may write to the company secretary inadvance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year on the operations of theCompany as required under SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 is provided in a separate section and forms a part of this Annual Report.
CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 a Report on Corporate Governance Report is not applicable to the Companyas it does not fall under the criteria of Paid Up Share Capital of Rs. 10 Crore andTurnover of Rs. 25 Crores.
LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 toBSE where the Company's shares are listed.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.
| || ||For and on behalf of the Board |
| || ||For Garware Synthetics Limited |
| ||Sd/- ||Sd/- |
| ||Sunder. K. Moolya ||Santosh Borkar |
|Date: 11/08/2017 ||Whole Time Director ||Director |
|Place: Mumbai ||DIN: 02926064 ||DIN: 03134348 |