FOR THE YEAR ENDED MARCH 31 2022
To the Members
The Directors present the 65th Annual Report of Garware Hi-Tech FilmsLimited (the Company or GHFL) along with the Audited Financial Statement for the yearended March 312022.
1. FINANCIAL RESULTS
(Rs in Crore)
|Particulars || |
|Financial Year ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Operating Profit before interest & Depreciation ||267.81 ||222.74 ||277.49 ||233.65 |
|Less: Finance Cost ||(17.15) ||(18.37) ||(18.24) ||(19.59) |
|Depreciation ||(28.07) ||(23.84) ||(28.19) ||(23.98) |
|Profit before tax ||222.59 ||180.53 ||231.06 ||190.08 |
|Provision for Income Tax ||(62.39) ||(61.83) ||(63.88) ||(64.13) |
|Profit After Tax ||160.20 ||118.70 ||167.18 ||125.95 |
|Other Comprehensive income (Net of Tax) ||3.48 ||33.67 ||3.48 ||33.67 |
|Total Comprehensive Income ||163.68 ||152.37 ||170.66 ||159.62 |
|Opening balance in Retained Earnings ||568.50 ||450.85 ||583.12 ||458.22 |
|Closing Balance in Retained Earnings ||702.86 ||568.50 ||724.46 ||583.12 |
The Directors are pleased to recommend a Dividend of ' 10 per equityshare of face value of ' 10/- each (100%) for the financial year ended March 312022 onpaid-up share capital of the Company.
The Dividend is subject to the approval of the Members at the 65thAnnual General Meeting. The dividend of ' 10/- per equity share of ' 10/- each will amountto ' 23.23 Crore.
In view of the changes made under the Income Tax Act 1961 by theFinance Act 2020 dividends paid or distributed by the Company shall be taxable in thehands of the shareholders. The Company shall accordingly make the payment of the finaldividend after deduction of tax at source.
The dividend recommended is in accordance with the DividendDistribution Policy of the Company. The Dividend Distribution Policy in terms ofRegulation 43A of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") is availableon the Company?s website at www.garwarehitechfilms.com.
3. TRANSFER TO RESERVES
The Company do not propose to transfer any amount to General Reserve.
4. CHANGE IN NAME OF THE COMPANY
The name of the Company has been changed from Garware PolyesterLimited? to Garware Hi-Tech Films Limited? with effect from April 20 2021vide fresh Certificate of Incorporation pursuant to change of name issued by the Registrarof Companies Mumbai. The new name of the Company does not represent any change in theexisting business activities of the Company. However the name change is aligned withmajority of specialty products which contributed 62.99% of the total revenue for calendaryear 2020 (i.e. January 012020 to December 312020).
5. NSE LISTING UPDATE
The Company was listed on BSE Limited (BSE). During the year theCompany made an application for direct listing on Main Board of National Stock Exchange ofIndia Limited (NSE) and received approval from National Stock Exchange of India Limited(NSE) for listing of its 23232394 Equity Shares on the Main Board of NSE vide it letterNo. NSE/LIST/57 dated February 012022.
The Equity Shares of the Company traded on NSE from the trading hoursof Thursday February 03 2022 and the designated symbol shall be "GRWRHITECH".
Now the Company is Listed on both the Stock Exchanges i.e. BSE Limited(BSE) and National Stock Exchange of India Limited (NSE).
6. COMPANY?S PERFORMANCE
(Rs in Crore)
|Particulars || |
|Financial Year ||2021-22 ||2020-21 ||Change ||2021-22 ||2020-21 ||Change |
|Revenue from Operation ||1263.97 ||960.39 ||32% ||1302.63 ||989.03 ||32% |
|Earnings before interest tax depreciation and amortization (EBITDA) ||267.81 ||222.74 ||20% ||277.49 ||233.65 ||19% |
|Profit After Tax (PAT) ||160.20 ||118.70 ||35% ||167.18 ||125.95 ||33% |
|Total Comprehensive Income ||163.68 ||152.37 ||7% ||170.66 ||159.62 ||7% |
|Earnings per equity shares of ' 10 each ||68.96 ||51.09 ||35% ||71.96 ||54.21 ||33% |
7. STATE OF COMPANY?S AFFAIRS AND BUSINESS REVIEW
The details of the Company?s affairs including its operations aremore specifically given in the Management Discussion and Analysis Report which forms partof this Report.
The Covid-19 pandemic continued to be global challenge creatingdisruption across the globe. Most of the countries successfully completed the vaccinationprogramme for the protection of the people and to break the chain of the virus spread.
The Company launched vaccination drive for its employees and theirfamilies to ensure the safety and well-being of the associates and their families.
9. SHARE CAPITAL
The paid-up Equity Share Capital as at March 31 2022 stood at ' 23.23Crore. During the year there was no change in the Share Capital of the Company. TheCompany neither issued any shares nor has granted any Stock Options or any Sweat EquityShares during the year.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY
There has been no material change/commitment affecting the financialposition of the Company during the period from the end of the financial year on March312022 to the date of this Report. There has been no change in the nature of business ofthe Company.
The Company?s Standalone Profit before tax increased by 23%because of higher volume better sales realisation & product mix in expanded marketmainly under USA better inventory management better working capital management improvedplant efficiency. These factors has helped the Company to improve its? performanceand bottom line profitability in spite of impact of Second and Third wave of COVID-19.
12. FUTURE OUTLOOK
The Company has successfully commenced the production of SurfaceProtection Film / Paint Protection film manufacturing facility in previous year andCompany has also undertaken expansion for Sun control Films which is expected to becommissioned in FY 2022-23. This will positively impact the Revenues and Profitability incoming years.
13. RESEARCH & DEVELOPMENT
Your Company?s R&D Centre is accredited by the Department ofScientific and Industrial Research Ministry of Science and Technology Government ofIndia for decades. Your Company is an aggressive leader in development of new products andnew applications for BOPET Films and Solar Control Window Films Lidding Films and PaintProtective Film (PPF) for Automobile.
The Company has introduced many Coated Products like Antimicrobial PETfilm and Flame Retardant PET film solar back- sheet component films Co ExtrudedProducts PETG Shrink Films for label applications with Low Medium High Shrink film andPost- Consumer Recycled (PCR) shrink film. A wide range of high heat rejection films areintroduced in International Market.
The R&D team works hand-in-hand with production and marketing teamto introduce and establish new products and to ensure proper Quality Output Cost andefficiency is achieved. The R&D also focused on cost reduction measures by introducingnew methods in processes.
Functioning of R&D Centre
The R&D Centre is well equipped with qualified and experiencedTechnical experts and scientists and with adequate lab and measuring equipment/s and pilotscale plant/s to develop application-oriented processes and product developments using theavailable R&D facility.
14. INFORMATION TECHNOLOGY
The Company has completed project for digital transformation ofits ERP System by upgrading its Core ERP system on to SAP S4HANA 1909 and Put to use andachieved desired servers system performance.
The digital transformation project of implementation of supplychain efficiency enhancement and collaboration solutions like implementation of PlanningSolutions Vendor Portal and Customer Portal are under progress.
The Company has implemented advanced solutions with onlinemeeting and video conferencing for multiple location.
The Company has upgraded its internet connectivity services atall locations for fast and effective communication.
The Company has worked on centralized located systems formonitoring and recording of CCTV surveillance systems for all the production facilitiesand premisses.
The Company has upgraded network equipment?s and devices atFactory premises for internet connectivity.
The Company is in process of Implementation of ITSM solution forIT support and system monitoring as a tool for faster IT services.
The Company is evaluating IOT Solutions for energy managementwhich includes energy monitoring control and saving.
The Company has used digital technology and GPS system formonitoring and compliances of COVID-19 and achieved very good result in control ofCOVID-19.
The Company has implemented mobile enabled digital applicationsfor employee self-services digital solutions for visitor?s management.
The Company has implemented online solution for accidentsreporting and actions tracking within factory premises and effectively used.
The Company is in process of evaluating people and vehicletracking system within factory premises.
The Company is in process of evaluating the implementation ofISO 27001 along with ITIL Framework for enhanced information security and IT servicemanagement.
15. AWARDS AND RECOGNITIONS
During the year your Company has been recipient of Safety Award atNational Level from DG-FASLI Govt. of India Ministry of Labour and Employment and StateLevel from Maharashtra State Chapter of National Safety Council for Lowest accidentaverage accident frequency rate - A Plaque & longest accident-free period - A Plaque.
16. HUMAN RESOURCE DEVELOPMENT
Your Company?s Human Resources team successfully ran its talentacquisition retention and development agenda during the year.
The Company?s senior management team is strengthened throughhiring of leaders in various domains. The Company?s HR policies and processes arealigned to effectively drive its business and other emerging opportunities.
HR has been working to provide an enabling working environment whereinnovation and performance thrive. Employees are empowered and we believe that it is theywho ultimately deliver the results.
The focus on employee development through training modules that werecreated in-house continued. In spite of Covid-19 pandemic more than 150 training programs(including E-learnings) were conducted during the year over 98 % (Previous Year 86 % ) ofthem through in-house trainers and business leaders. The programs added up to over 12361(Previous Year 5673) man-hours 1545 (Previous Year 709) man-days of training. This hasbeen achieved by continuously investing in learning and development programs by arrangingtarget-oriented training programs creating appropriate work environment and maintaining astructured recognition system.
17. MANUFACTURING AND QUALITY INITIATIVES
The Company has adopted an integrated approach of Quality Managementsystems comprises of TQM TPM Lean and six sigma. The external professionals are alsoappointed to audit the effectiveness of the systems put in place. The quality culture ofyour Company ensures that the products are bench marked as best in class by the customers.
The upgradation of plant and machinery helped Company to establish itscapacity with appropriate quality and improved reliability.
18. SUBSIDIARY COMPANIES
The Company has two subsidiaries as on March 31 2022. During the yearthe name of the material subsidiary Company in USA has been changed from Global PetFilms Inc.? to Global Hi-Tech Films Inc.? and said Company has appointedtwo Directors Mr. Tushar Parikh (Nominee of Holding Company) and Mr. Milind Tilak (anemployee of the Global Hi-Tech Films Inc.) on its board.
Further name of the subsidiary of the Company in United Kingdom hasbeen changed from Garware Polyester International Limited? to GarwareHi-Tech Films International Limited? and said Company has appointed Mr. Tushar Parikh(Nominee of Holding Company) as Director on its Board.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 the statement containing salient features of thefinancial statements of the Company?s Subsidiaries (in Form AOC-1) is attached to thefinancial statements.
19. SAFETY HEALTH & ENVIRONMENTAL PROTECTION
Being a Responsible Corporate Citizen your Company has regularlyundertaken various initiatives for the continual improvement in Health Safety andEnvironment (HSE) at the works and surrounding areas. This year we marked our presence byhelping the community in the pandemic time by doing disinfection in various localities asdemanded by the local authorities. The Company has set up a 125-oxygen bedded COVID carecentre in order to cater to any further waves of the pandemic (if any). The centre isequipped with all the facilities to deal with pandemic.
Some of the prominent regular activities include-Safety audits ofThermic Fluid system and Electrical System by external expertise HAZOP study of theprocess Internal Safety survey of Plants Field Safety round monthly Safety reviewmeetings EMS review training and periodical HSE inspections schemes on the efficientusage of energy and the conservation of natural resources activities for the enhancementof employee participation in HSE emergency mock drills and the support in emergencymanagement operations at public places. The safety performance is reviewed on monthlybasis by the management safety committee involving all departments and their in charges.Various initiatives like provision of centralised fire detection expansion of fire waternetwork provision of fire sprinkler systems fire detection systems have been completedto deal with any emergency inside the plant. We have purchased a state of art fire tenderfor protection of our sun control division and a new fire station is set up which ismanned round the clock. The centralised fire detection and alarm system connects all threefire stations and hence we have improved our response time for emergencies considerably.Various technological interventions like online incident reporting system online safetyobservations systems have been put in place to increase visibility of safety efforts. TheCompany has been free from lost time incident for more than 950 days as of now.
The Company has developed green belt (increased from 30% to 36% of openland) also developed In-house nursery to have sapling inhouse for new plantation.
The Company is a recipient of various safety laurels from theRegulatory Authorities at the National & State level (DG-FASALI Govt. Of India andNational Safety Council- Maharashtra Chapter as stated above during the year. Securitysystem has been upgraded like awareness training evacuation drills to meet the newchallenges. New fire engines added in the fleet have enhanced the existing emergencypreparedness. Our fire Engines have played a major role in maintaining safety and fightingfires in the local vicinity where the manufacturing plants are situated as an mutual aidagreements.
20. DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
a) In the preparation of the annual accounts for the year ended March31 2022 the applicable Indian Accounting Standards have been followed and there are nomaterial departures from the same;
b) They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 312022 andof the profit of the Company for the year ended on that date;
c) They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) They have prepared the annual accounts on a goingconcern? basis;
e) They have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectivelyand
f) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Appointment/Resignation/cessation of Director:
During the financial year Mr. Chandrashekhar J. Pathak (DIN:00601668) Whole Time Director of the Company resigned from his directorship in theCompany with effect from January 13 2022. Mr. Pathak was also the Chairman of Risk
Management Committee and member of Audit Committee and Vigil MechanismCommittee of the Board consequent to his resignation he also ceased to be a member ofthese Committees.
Mr. Boman Khushroo Moradian (DIN No: 00242123) Independent Director ofthe Company resigned from his directorship in the Company with effect from February 042022. Mr. Moradian was also member of Audit Committee Stakeholders? RelationshipCommittee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee Vigil Mechanism Committee and Risk Management Committee of the Boardconsequent to his resignation he also ceased to be a member of these Committees.
Mrs. Sarita Garware Ramsay (DIN: 00136048) Jt. Managing Director ofthe Company resigned from her directorship in the Company with effect from February 102022. Mrs. Sarita Garware Ramsay was also Chairperson of Corporate Social ResponsibilityCommittee of the Board consequent to her resignation she also ceased to be a member ofthis Committee.
Mr. Bhupat D. Doshi (DIN: 02950198) Director of the Company resignedfrom his directorship in the Company with effect from February 10 2022. Mr. Bhupat D.Doshi was also member of Audit Committee Stakeholders? Relationship CommitteeNomination and Remuneration Committee Corporate Social Responsibility Committee VigilMechanism Committee and Risk Management Committee of the Board consequent to hisresignation he also ceased to be a member of these Committees.
Upon the recommendation of the Nomination and Remuneration Committeethe Board of Directors of the Company by passing a circular resolution on January 142022 approved the appointment of Mr. Hemant N. Nikam with effect from January 14 2022 asan Additional Director and Whole-Time Director of the Company for a period of 1 (One)year subject to the approval of the members of the Company. Subsequently the members ofthe Company by passing a special resolution through postal ballot approved the appointmentof Mr. Hemant N. Nikam as Whole-Time Director of the Company for a period of 1 (One) year.
B. Retirement by Rotation:
In accordance with the provisions of Section 152 of the Act and theArticles of Association of the Company Ms. Monika Garware Jt. Managing Director of theCompany is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible have offered herself for re-appointment.
Her brief profile and other details as required under the Act and theListing Regulations for her re-appointment as Director is provided in the Notes to theNotice of 65th Annual General Meeting of the Company.
C. Key Managerial Personnel:
The Company has complied with the requirements of having Key ManagerialPersonnel as per the provisions of Section 203 of the Companies Act 2013.
Shri S. B. Garware - Chairman & Managing Director Ms. MonikaGarware - Vice Chairperson & Jt. Managing Director Mr. Pradeep Mehta - ChiefFinancial Officer (CFO) and Mr. Awaneesh Srivastava - Company Secretary & VicePresident (Legal) are the Key Managerial Personnel of the Company.
D. Independent Directors declaration:
Pursuant to the provisions of Section 149 of the Act all theIndependent Directors of the Company have submitted a declaration that each of them meetsthe criteria of independence as per provisions of the Companies Act 2013 rules thereunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) and there has been no change in the circumstances which may affect theirstatus as an Independent Directors during the year. In the opinion of the Board ofDirectors all the Independent Directors fulfil the criteria of independence as providedunder the Act rules made there under and the Listing Regulations and that they areindependent of the management.
None of the Directors of the Company are disqualified for beingappointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1)of the Companies (Appointment and Qualification of Directors) Rules 2014.
22. MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the FY 2021-22and the gap between two consecutive board meetings was within the statutory limit. Thedetails of the number of meetings held and attended by each Director are provided in theCorporate Governance Report which forms part of this Report.
23. PERFORMANCE EVALUATION OF BOARD
Pursuant to Regulation 17 of the Listing Regulations read with ScheduleIV of the Act a formal evaluation of Board?s performance and that of its Committeesand individual directors had been done. A structured questionnaire was prepared aftertaking into consideration of the various aspects of the Board functioning composition ofthe Board and its Committees culture execution and performance of specific dutiesobligations and governance. Said structured questionnaire performance evaluation formswere circulated to all the Directors. Based on feedback an evaluation Report was preparedand forwarded to the Chairman and the respective Director to maintain the confidentialityof the Report.
The Independent Directors at their meeting held on February 10 2022evaluated performance of the Chairman non-independent directors of the Company. TheDirectors expressed their satisfaction with the evaluation process.
The Board has carried out and completed the performance evaluation ofall the Independent Directors. The performance evaluation of the Chairman and theNon-Independent Directors was also carried out by the Independent Directors. The Board ofDirectors expressed their satisfaction with the evaluation process.
24. UNCLAIMED DIVIDEND AND SHARES
The Company is in compliance with provisions of Section 125 of theCompanies Act 2013 along with relevant applicable rules and circulars issued there underfrom time to time by the Ministry of Corporate Affairs.
During the year the Company was not required to transfer any amount ofdividend and shares with respect to said dividend which have remained unpaid or unclaimedfor a period of 7 (seven) years to IEPF Authority.
25. POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION AND OTHERDETAILS
The Company?s policy on Directors? appointment andremuneration and other matters provided in Section 178(3) of the Act has been disclosed inthe corporate governance report which forms part of the Directors? Report.
The said Policy of the Company inter alia provides that theNomination and Remuneration Committee shall formulate the criteria for appointment &re-appointment of Directors on the Board of the Company and persons holding SeniorManagement positions in the Company including their remuneration and other matters asprovided under Section 178 of the Act and Listing Regulations.
The Policy is also available on the website of the Companywww.garwarehitechfilms.com
26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations and well documented procedures for variousprocesses which are periodically reviewed for changes warranted due to business needs. TheInternal Auditor continuously monitors the efficiency of the internal controls /compliance with the objective of providing to Audit Committee and the Board of Directorsan independent objective and reasonable assurance of the adequacy and effectiveness ofthe organisation?s risk management control and governance processes. This system ofinternal control facilitates effective compliance of Section 138 of the Act and theListing Regulations.
To maintain its objectivity and independence the Internal Auditorreports to the Chairman of the Audit Committee. The Internal Auditor monitors andevaluates the efficiency and adequacy of the internal control system with reference to theFinancial Statement. Based on the report of internal auditor process owners undertakecorrective actions in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee. During the year under review no reportable material weakness in the operationwas observed. Regular audit and review processes ensure that such systems are reinforcedon an ongoing basis.
27. COMMITTEES OF THE BOARD
The Board of Directors of the Company had constituted variousCommittees and approved their terms of reference / role in compliance with the provisionsof the Companies Act 2013 and Listing Regulations viz. Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee CSR Committee VigilMechanism Committee and Risk Management Committee. The members of the Audit Committee arefinancial literate and have experience in financial management. The composition of theCommittees as given in the Corporate Governance Report is in accordance with applicableprovisions of the Companies Act 2013 Rules thereunder and Listing Regulations.
28. AUDITORS AND THEIR REPORTS
A. Statutory Auditors
The members of the Company have appointed M/s. Manubhai & Shah LLP(FRN: 106041W/W100136) Chartered Accountants as the Statutory Auditors of the Companyfor a period of 5 years until the conclusion of the 67th Annual General Meeting of theCompany.
M/s. Kirtane & Pandit LLP Chartered Accountants (FRN:105215W/W100057) were appointed as a joint Statutory Auditors of the Company at 62ndAGM held on September 25 2019 to hold office from the conclusion of 63rd aGmuntil the conclusion of 65th AGM.
M/s. Kirtane & Pandit LLP Chartered Accountants are eligible to bere-appointed for a further period of 3 (three) years in terms of provisions of Sections139 and 141 of the Act.
Accordingly the Board of Directors of the Company at their meetingheld on May 26th 2022 on the recommendation of the Audit Committee and subjectto the approval of the shareholders of the Company at the ensuing AGM have approved there-appointment of M/s. Kirtane & Pandit LLP Chartered Accountants (FRN:105215W/W100057) as the Joint Statutory Auditors for a further period of 3 (three) yearsi.e. from the conclusion of the 65th AGM till the conclusion of 68th AGM of the Company.
The Company has received written consent and certificate of eligibilityin accordance with Sections 139 141 and other applicable provisions of the Act and Rulesissued thereunder from M/s. Kirtane & Pandit LLP. They have confirmed to hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia (ICAI) as required under the Listing Regulations.
The Auditor?s Report on the Standalone and Consolidated FinancialStatements of the Company for the Financial Year 2021-22 as submitted by the StatutoryAuditors of the Company did not contain any qualifications reservation adverse remarksor disclaimer. The Notes on Financial Statement referred to in the Auditors? Reportare self-explanatory and do not call for any further comments.
There have been no instances of fraud reported by the Auditors underSection 143(12) of the Act and Rules framed thereunder either to the Company or to theCentral Government.
B. Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act 2013and on the recommendation of the Audit Committee M/s. Deloitte Touche Tohmatsu India LLPChartered Accountants were appointed as Internal Auditors of the Company.
C. Cost Auditor
As per the requirement of central government and pursuant to Section148 of the Companies Act 2013 read with The Companies (Cost Records and Audit) Rules2014 as amended from time to time your Company has been carrying out the audit of costrecords.
M/s. M. R. Pandit & Co. Cost Accountants Aurangabad was appointedas cost auditors to audit the cost accounts of the Company for financial year 2021-22.
D. Secretarial Auditor
Pursuant to Section 204 of the Act read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company has obtained theSecretarial Audit Report for the financial year ended March 312022 from M/s. Nilesh Shah& Associates Practicing Company Secretaries Mumbai and it is annexed as"Annexure IV" to this Report.
During the financial year 2021-22 the Secretarial Auditors had notreported any matter u/s 143(12) of the Act therefore no details are required to bedisclosed u/s 134(3) (ca) of the Act.
The secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer.
During the year 2021-22 the Company has complied with applicableSecretarial Standards issued by the Institute of the Company Secretaries of India.
29. RISK MANAGEMENT
The Board of Director of the Company has formed a risk managementcommittee to frame implement and monitor the risk management plan for the Company. Thecommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. The Board has laid down a Risk Management Policy and has also established adedicated Risk Management Committee governed by the Board of Directors to makepersistent efforts for identifying various types of risks laying mitigation measuresmonitoring and defining future action plan. The audit committee has additional oversightin the area of financial risks and controls. Geo-political situations like the RussiaUkraine war have further forced global businesses to revisit their operations deliverysupply chains and contractual aspects. Operating in an uncertain and ever-changingenvironment our Company?s robust enterprise risk management framework aids inensuring the strategic objectives are achieved. Major risks identified by the businessesand functions are systematically addressed through mitigating actions on a continuingbasis.
The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of this report.
30. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments have beendisclosed in the financial statements.
31. RELATED PARTY TRANSACTIONS (RPTS?)
All the transactions entered by the Company during the financial yearwith related parties were in the ordinary course of business and on an arm?s lengthbasis. The Audit Committee had given omnibus approval for the transactions (which arerepetitive in nature) and the same were reviewed and approved by the Board.
There were no material significant transactions with related partiesduring the financial year 2021-22 which were in conflict with the interest of the Company.The Directors would like to draw attention of the members to Note No.30 to the financialstatement which sets out related party disclosure.
Pursuant to the provision of Section 134(3)(h) of the Companies Act2013 Form AOC-2 is not applicable to the Company.
32. CORPORATE SOCIAL RESPONSIBILITY
The expenditure on Corporate Social Responsibility (CSR) incurred byyour Company during the financial year 2021-22 was ' 268 Lakh (around 2.04 % of theaverage net profits of last three financial years) on CSR activities that does not includethe expenses made on the activities carried out by the Garware Community Center andGarware Bal Bhawan. The detailed report on the CSR activities is annexed as "AnnexureI" and forms part of this Report.
The CSR initiatives of your Company were under the thrust areas ofhealth & hygiene education old age home for disabled people and Rehabilitation ofDistressed / Depressed people.
The constitution of the CSR Committee and its terms of reference aremore particularly stated in the Corporate Governance Report which forms a part of thisReport. CSR Policy of the Company is available on the website of the Company atwww.garwarehitechfilms.com
33. ANNUAL RETURN
As per provisions of Section 92 (3) and 134(3)(a) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 as amended from timeto time the copy of the Annual
Return in the Form MGT-7 is hosted on website of your Company at:https://www.garwarehitechfilms.com/investors/
34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the year 3 Directors & 1 Employee were in receipt ofremuneration of ' 1.02 Crore per annum or more amounting to ' 15.29 Crore out of which twodirectors were relative(s) of Shri S. B. Garware Chairman & Managing Director of theCompany. During the year the Company had 884 (Previous Year 921) permanent employees. Theinformation required under Section 197(12) of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 for the year endedMarch 31 2022 is given in a separate "Annexure II" to this Report.
35. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Pursuant to the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the year under review therewere no cases filed and there were NIL Complaint received. The Company has constituted theInternal Complaint Committee under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
The Company has zero tolerance towards sexual harassment at workplaceand has adopted a policy to abide by letter and spirit requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules made thereunder. The Company has Internal Complaints Committee (ICC) to redress thecomplaints of sexual harassment. During the year Company has not received any complaintof sexual harassment.
Disclosures in relation to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:
|Number of complaints filed during the financial year ||Nil |
|Number of complaints disposed off during the financial year ||Nil |
|Number of complaints pending as on end of the financial year ||Nil |
36. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSISREPORTS
The Company has implemented procedures and adopted practices inconformity with the code of Corporate Governance under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations). The Company hasimplemented Code of Conduct for all its Executive Directors and Senior ManagementPersonnel Non-Executive Non-Independent Directors and Independent Directors who haveaffirmed compliance thereto. The said Codes of Conduct have been posted on the website ofthe Company. The Management Discussion and Analysis Report and Corporate GovernanceReport appearing elsewhere in this Annual Report forms part of the Board?s Report. Acertificate from the Practising Company Secretary of the Company certifying the complianceof conditions of Corporate Governance is also annexed hereto.
37. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company which also incorporates a whistleblower policy in terms of the Listing regulations includes an Ethics & ComplianceTask Force comprising senior executives
of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Task Force or to theChairman of the Audit Committee. No complaints were received under whistle blowermechanism during the year under review.
The Policy on vigil mechanism and whistle blower policy is available onthe Company?s website at the www.garwarehitechfilms.com.
38. DEPOSITS / LOANS FROM DIRECTORS
The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet. Further your Company has not accepted any deposit or anyloan from the directors during the year under review.
39. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under theAct are provided in "Annexure IN" to this Report.
40. SIGNIFICANT AND MATERIAL ORDERS
During the year in response to show cause notice received and defendedby the Company SEBI passed an adjudication order dated January 15 2021 ("SEBIOrder") imposing a consolidated penalty of ' 3800000/- upon the Company undersection 15A(b) of the Securities and Exchange Board of India Act 1992 for the allegedviolation of Regulation 13(6) of the Securities and Exchange Board of India (SEBI)(Prohibition of Insider Trading) Regulations 1992 ("SEBI PIT Regulations")alleging delayed reporting of a certain creeping acquisitions of shares of the Company bythe Promoters in the year 2012.
The Company and its Promoters challenged the SEBI Order by preferringan appeal with the Hon?ble Securities Appellate Tribunal Mumbai ("SAT").In response to the Appeal preferred by the Company and its Promoters against the SEBIOrder SAT allowed the said Appeal and set aside the SEBI Order in its entirety (includingthe consolidated penalty imposed by SEBI). By the SAT Order dated August 09 2021 theCompany and its Promoters are effectively exonerated from the charge of the allegedviolations of the SEBI PIT Regulations. The Order dated August 09 2021 passed by SAT canbe accessed on http://sat.gov.in/scripts/search.asp.
41. BUSINESS RESPONSIBILITY REPORT
As per Regulation 34 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 Business Responsibility Report is attached and is a partof this Annual Report as set out in "Annexure V" of this report.
42. INDUSTRIAL RELATIONS
The relations between the Employees and the Management remained cordialduring the year under review. The Directors wish to place on record their appreciation ofthe contribution made by the Employees at all levels.
43. NODAL OFFICER
The Company has appointed Mr. Awaneesh Srivastava Company Secretary asthe Nodal Officer for the purpose of verification of claims filed with the Company interms of IEPF Rules and for co- ordination with the IEPF Authority. The said details arealso available on the website of the Company www.garwarehitechfilms.com
44. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016)
No application has been made under the Insolvency and Bankruptcy Code;hence the requirement to disclose the details of application made or any proceedingpending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.
45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE ATTHE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The requirement to disclose the details of difference between amount ofthe valuation done at the time of onetime settlement and the valuation done while takingloan from the Banks or Financial Institutions along with the reasons thereof is notapplicable.
The Directors wish to place on record their appreciation for thewholehearted co-operation received by the Company from the various departments of theCentral & State Governments Company?s Bankers and Financial & InvestmentInstitutions during the period under review.
| ||For and on behalf of the Board of Directors |
| ||S. B. GARWARE |
|Place: Mumbai ||Chairman & Managing Director |
|Date: May 26 2022 ||DIN: 00943822 |