Garware Marine industries Limited
We present our report on the business and operations of the Company for the year ended31st March 2020.
> Financial Summary:
In preparation of the financial statements the Company has adopted Indian AccountingStandards (IND AS) referred to in Section 133 of the Act. The significant accountingpolicies which are consistently applied are set out in the notes to the financialstatements.
|particulars ||Current Year 31/03/2020 ||previous Year |
| ||(amt. in Rs.) ||31/03/2019 (amt. in Rs.) |
|Revenue from operations (Including other income) ||11379698 ||12650278 |
|Less: Expenses ||10488160 ||10410923 |
|Profit before exceptional Items and tax ||891538 ||2239355 |
|Add: Exceptional Item ||- ||- |
|Profit before Tax ||891538 ||2239355 |
|Less: Tax Expenses Current Tax/ MAT ||103133 ||470000 |
|MAT Credit ||(69481) ||(431757) |
|entitlement ||- ||- |
|Deferred tax/ charges Prior Period Tax ||67851 ||21633 |
|Profit from continuing operations after tax ||790034 ||2179479 |
|Loss from discontinued operations || || |
|Tax on discontinued items ||- ||- |
|Loss from discontinued items after loss || || |
|Profit / Loss for the year ||790034 ||2179479 |
|Other comprehensive income for the year ||(12957874) ||(14470597) |
|total comprehensive income for the year ||(12167840) ||(12291118) |
> Financial Highlights
Revenue from operations (including other income) for the year ended 31stMarch 2020 stood at Rs. 113.80 lakhs as against Rs. 126.50 lakhs for the previous yearended 31st March 2019.
The Net Profit for the year ended 31st March 2020 stood at Rs. 7.90 lakhs as against aprofit of Rs. 21.79 lakhs for the previous year Other Comprehensive Income - a Loss - as aresult of restatement of investments stood at Rs.129.58 lakhs as against Rs. 144.71 lakhsrespectively.
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which this financialstatement relates and as on the date of this report.
During the year under review your Company's revenue was generated from vessel repairs.
> Future outlook
While the Company was able to maintain normality for the year ended March 2020 andeven generated a profit the outlook for the near term looks bleak in view of recentpandemic and the subsequent shutdown of the Country. Fortunately presently repair worksfor Vessels have recommenced and the Company has been able to withstand these difficulttimes by providing its clients with "24/7" service.
On the medium to long term horizon the Company is optimistic that our business willhave the essential strength to survive this critical situation and appear stronger to moveforward in the coming years assuming that the Company's main customer continues to operatevessels and spend on repair and maintenance regularly.
In view of the insufficient profit and in an attempt to conserve resources for thefuture your Directors have not recommended any dividend for the financial year ended 31stMarch 2020.
> subsidiary / wholly owned subsidiary
The Company does not have any Subsidiary or Wholly-owned Subsidiary.
> loans guarantees or investments
During the year under review the Company has not granted any loan not made anyinvestment nor has it given any guarantee u/s 186 of Companies Act 2013 and thus requireddetails are not applicable.
No Deposits covered under Chapter V of the Companies Act 2013 were invited by theCompany from public during the year under review.
The following persons make up the Board of Directors of the Company:
|sr. name of director No. ||designation |
|1 Mr. Aditya A. Garware (DIN: 00019816) ||Chairman NonExecutive - NonIndependent Director |
|2 Mrs. Shefali S. Bajaj (DIN: 00149511) ||Non-Executive - NonIndependent Director |
|3 Mr. Rajiv S. Khanna (DIN: 02855080) ||Independent Director |
|4 Mr. Sanjay V. Chinai (DIN: 00245418) ||Independent Director |
|5 Mr. Vikas D. Sadarangani (DIN:07657018) ||Independent Director |
|6 Mr. Shyamsunder V. Atre (DIN: 01893024) ||Executive Director |
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 re-appointment. The Board of Directors recommends his re-appointmentfor the consideration of the Members of the Company at the ensuing Annual General Meetingof the Company.
All Independent Directors have given 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 23rdMay 2019 05th August 2019 05th November 2019 and 10hFebruary 2020. 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's functioningcomposition of the Board and its Committees performance of duties obligations andgovernance. The performance evaluation of the Chairman Non-independent Directors andIndependent Directors was carried out by all the Directors and the outcome of the same wassatisfactory.
> Familiarization Program for independent Directors
The Board has informed from time to time all the Independent Directors about thestatus of business and the responsibilities and commitments of the Independent Directorsof the Company. Further at the time of appointment of a new Additional Director(Independent Category) the Board has explained to him / her all the duties functions andresponsibilities of being an Independent Director of the Company. The format of terms andconditions of appointment of Independent Directors is available on the Company's websitewww.garwaremarine.com.
> 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 |
|Mrs. Vipulata S. Tandel ||Chief Financial Officer |
> Audit Committee
Pursuant to the Provision of Section 177(8) of the Companies Act 2013 the AuditCommittee has 3 members including 2 Independent Directors as follows:
|sr. name of the director & ||Chairman / |
|No. Category ||member |
|1 Mr. Sanjay V. Chinai Independent Director ||Chairman |
|2 Mr. Aditya A. Garware Non-Executive - NonIndependent Director ||Member |
|3 Mr. Vikas D. Sadarangani Independent Director ||Member |
There were no instances where the Board had not accepted any recommendation of theAudit Committee.
> nomination & Remuneration Committee
Pursuant to Section 178 of the Companies Act 2013 the Board has set up a Nomination& Remuneration Committee and the details of the Committee are stated under CorporateGovernance Report Annexed to this Report.
> Stakeholders Relationship Committee
Pursuant to Section 178 of the Companies Act 2013 the Board has set up a StakeholdersRelationship Committee and the details of the Committee are stated under CorporateGovernance Report Annexed to this Report.
> 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 website www. 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) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed and that no material departures (save and except as stated in thisDirectors' Report if at all) have been made from the same;
(b) They have selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the State of Affairs of the Company at the end of the financial year and of the profitof 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) They have prepared the Annual Accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed and that suchfinancial controls are adequate and were operating effectively;
(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.
> Statutory Auditors and their Report
The members have approved appointment of Messrs. D. Kothary & Co. CharteredAccountants (Firm Registration No. 105335W) as Statutory Auditors of the Company for aperiod of 5 years from the conclusion of 39th Annual General Meeting held on 28thSeptember 2017 till the conclusion of 44th Annual General Meeting.
There are no Qualifications in the Auditors' Report.
During the year under review in order to retain talent the remuneration salary /fees has been increased in the case of CFO (KMP) Company Secretary (KMP) and otheremployees/consultants.
The Board appreciates the support and co-operation of all the employees.
> internal Financial Control
The Company has adequate internal financial control with respect to the preparation andpresentation of the financial statements. There is no material change(s) and comment(s)affecting the financial position of the Company which have occurred between the end of theFinancial Year of the Company to which the financial statements relates and the date ofthe Report.
> Significant & Material Order by any Court suit No.01
As reported earlier the Company had filed an application for setting aside the Exparte Decree dated 15.06.2012 passed by the Hon'ble High Court of Madras and in the matterof Integrated Finance Company Limited (IFCL) the said Hon'ble Court was pleased to setaside the Exparte Decree by an Order dated 04.04.2017 upon condition of deposit of Rs 30lakh with the Court which the Company has complied with. The Company has thereafter filedits written statement and also filed an application for dismissal of the suit filed byIFCL on the grounds of limitation.
The Hon'ble High Court of Madras had declined to entertain the disputes between theparties as "Commercial Suit" as originally argued by IFCL and passed the orderin favour of the Company. Thereafter IFCL had preferred to file an appeal against thesame order in the Hon'ble High Court of Madras. Consequent to the appeal filed by IFCL inthe High Court of Madras the Appellate Bench of High Court of Madras has dismissed thesaid appeal of IFCL and passed the order in favour of the Company as "regularsuit". suit No.02
The Company has also filed a suit for an amount of Rs. 1.93/- cr. together withinterest @ 18% against Integrated Finance Company Limited (IFCL) for loss of profit.
The order passed by the Appellate Bench of High Court of Madras in their judgementagainst the appeal filed by IFCL (as stated above in the second para of Suit No.1) furtherstated that the facts mentioned in the Suit No.2 are interconnected with Suit No.1 andtherefore allows for "joint trials" as "civil suits".
> Risks and area of concern
Adequate measures have been taken to protect the Company from any potential risks whichmay affect 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 and Management Discussion and Analysis Report alongwith the Auditors' Statement of its compliances are given separately.
> 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 Year2019-20. The Secretarial Audit Report for the year ended 31st March 2020 is enclosed asAnnexure C to this Report. There are no qualifications in the said report.
During the year under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
> Conservation of energy technology absorption Foreign exchange earnings and outgo
In view of the total shut down of all manufacturing activities Statement pursuant toprovisions of Section 134(3)(m) of the Companies Act 2013 and Companies (Accounts) Rules2014 for Conservation of Energy Technology absorption and Foreign Exchange Earnings andoutgo is is not applicable.
> Human resources
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.
> Vigil mechanism
Pursuant to Section 177(9) and (10) of the Companies Act 2013 and Regulation 22 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated its Vigil Mechanism under the Whistle Blower Policy for its Directors andemployees to report genuine concerns. The Whistle Blower Policy of the Company isdisclosed on the website of the Company www. garwaremarine.com
During the Financial Year ended 31st March 2020 no complaint has beenreceived by the Audit Committee from Director(s) or employee(s) of the Company.
> Corporate social responsibility (CsR)
In view of the provisions of Section 135 of the Companies Act 2013 and the Rulesthereunder the Company was not required to make any contribution towards CSR and thus therequired 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. This Committee has been set up to redress complaints under sexualharassment. All employees (permanent contract and temporary) are covered under thePolicy.
During the year under review no complaint was received by the Committee.
Your Directors express their sincere gratitude to the Employees of the Company who havestood by and supported the Company through these "trying" times".
For and on behalf of Board
| ||Sd/- |
|date: 06/08/2020 ||Aditya a. garware |
|place: mumbai ||Chairman |