Garware Marine industries Limited
We present our report on the business and operations of the Company for the year ended31st March 2021.
> Financial Summary: In preparation of the financial statements the Company hasadopted Indian Accounting Standards (IND AS) referred to in Section 133 of the Act. Thesignificant accounting policies which are consistently applied are set out in the notes tothe financial statements.
|particulars ||Current Year 31/03/2021 ||previous Year 31/03/2020 |
| ||(amt. in Rs.) ||(amt. in Rs.) |
|Revenue from operations (Including other income) ||13127653 ||11379698 |
|Less: Expenses ||11654365 ||10488160 |
|Profit before Exceptional items and tax ||1473288 ||891538 |
|Add: Exceptional Item ||- ||- |
|Profit before Tax ||1473288 ||891538 |
|Less: Tax Expenses || || |
|Current Tax/ MAT ||237371 ||103133 |
|MAT Credit entitlement ||(201354) ||(69481) |
|Deferred tax/ charges ||- ||- |
|Prior Period Tax ||17507 ||67851 |
|Profit from continuing operations after tax ||1419764 ||790034 |
|Loss from discontinued operations ||- ||- |
|Tax on discontinued items ||- ||- |
|Loss from discontinued items after loss ||- ||- |
|Profit / Loss for the year ||1419764 ||790034 |
|Other comprehensive income for the year ||5550972 ||(12957874) |
|total comprehensive income for the year ||6970736 ||(12167840) |
> Financial Highlights
Revenue from operations (including other income) for the year ended 31st March 2021stood at Rs.131.28 lakhs as against Rs. 113.80 lakhs for the previous year ended 31stMarch 2020 (an increase of 15%)
The Net Profit for the year ended 31st March 2021 stood at Rs.14.20 lakhs as against aprofit of Rs. 7.90 lakhs for the previous year (an increase of almost 100%).
In the case of Other Comprehensive Income - as a result of increased market price ofinvestments - there was a positive income of Rs.55.51 lakhs as against a negative incomeof Rs. 129.58 lakhs in the previous year.
There have been no material changes and commitments affecting the financial position ofthe Company 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
The Company was able to maintain some degree of normalcy in operations for the yearended March 2021 and even generated a profit inspite of the pandemic which adverselyaffected the Company's Customers as well as its ability to serve them. The outlook for thenear term looks marginally positive inspite of the second wave of COVID pandemic.Presently the Company's "Repair Squad" for Vessels have resumed work at fullstrength and have been rendering their services in Mumbai and also in other cities ofIndia.
On a the medium to long term horizon the Company hopes it will be able to widen itscustomer base further and therefore be able to "pull through" these time andcome out stronger to move forward in the coming years. This of course assumes that theCompany's customers continues to operate vessels profitably and spend on repair andmaintenance regularly.
In view of insufficient profits and in order to conserve resources during these"uniquely peculiar" times your Directors have not recommended any dividend forthe financial year ended 31st March 2021.
> 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:
|name of director ||designation |
|1 Mr. Aditya A. Garware (DIN: 00019816) ||Chairman NonExecutive Director |
|2 Mrs. Shefali S. Bajaj (DIN: 00149511) ||Non-Executive 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 Mrs. Shefali S. Bajaj (DIN: 00149511) Directorretires by rotation at the forthcoming Annual General Meeting of the Company and beingeligible offers herself for re-appointment. The Board of Directors recommends herreappointment for the consideration of the Members of the Company at the ensuing AnnualGeneral Meeting of the Company.
Mr. Shyamsunder V. Atre was appointed as Executive Director w.e.f. 31stOctober 2018 for a period of two years. On the recommendation of the Nomination andRemuneration Committee the Board of Directors at its meeting held on 06thNovember 2020 approved his reappointment subject to the approval of the members of theCompany as Executive Director for a period of two years with effect from 31stOctober 2020. Members are requested to approve the said appointment.
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. Theindependent directors have also confirmed compliance with the provisions of the rule 6 ofCompanies (Appointment and Qualifications of Directors) Rules 2014 as amended relatingto inclusion of their name in the databank of Independent Directors.
> Number of Meetings of the Board
During the year under review 5 Board Meetings were duly convened and held on 30thJune 2020 06th August 2020 10th September 2020 06thNovember 2020 and 08th February 2021. The details of the said Board Meetingsforms part of the Corporate Governance 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 for the purpose of the evaluation of theBoard a structured customized questionnaire was prepared after taking into considerationthe various aspects of the Board's functioning composition of the Board and itsCommittees performance of duties obligations and governance. The performance evaluationof the Chairman Non-independent Directors and Independent Directors was carried out byall the Directors and the outcome of the same was satisfactory.
> Familiarization program for independent Directors
The Board has informed from time to time all the Independent Directors about thestatus of business of the Company and the responsibilities and commitments of theIndependent Directors of the Company. Further at the time of appointment of a newAdditional Director (Independent Category) the Board has explained to him / her all theduties functions and responsibilities of being an Independent Director of the Company.The format of terms and conditions of appointment of Independent Directors is available onthe Company's website www.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 Board hasset up an Audit Committee. The details of the Committee are stated as follows:
|Sr. Name of the Director & No. Category ||Chairman / Member |
|1 Mr. Sanjay V. Chinai Independent Director ||Chairman |
|2 Mr. Aditya A. Garware Non-Executive 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 and remuneration Committee
Nomination & Remuneration Committee Pursuant to Section 178 of the Companies Act2013 the Board has set up a Nomination & Remuneration Committee and the details ofthe Committee are stated under Corporate Governance 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.
> Covid-19 impact
The repair division continues to be profitable for the Company inspite of theunprecedented situation faced by the Global economy and India in particular (which is thesource of all the Company's income geographically) as a result of the COVID 19 pandemic.While the Customer base has not increased the dependence on a single client has reducedfurther. Unfortunately the pandemic further depressed the Company's customers industryand therefore securing additional business has been a challenge. However the Company hasbeen proud to be able to overcome the situation and earn profits for the year.
> 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.
> Details regarding Fraud reported by Auditors under section 143(12)
During the year under review there was no fraud reported by the Auditors to the AuditCommittee or the Board under section 143(12) of the Act.
> 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.
> Annual Return
A copy of the Annual Return as provided under subsection (3) of section 92 of theCompanies Act 2013 (the Act') in the prescribed form is hosted on the Company'swebsite and can be accessed at www. garwaremarine.com/investor.
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 theemployees.
> 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 in the matter ofIntegrated Finance Company Limited (IFCL). The Hon'ble Court was pleased to set aside theExparte Decree by an Order dated 04.04.2017 upon conditionally deposit of Rs 30 lakh withthe Court which the Company has complied with. The Company has thereafter filed itswritten statement and also filed an application for dismissal of the suit filed by IFCL onthe grounds of limitation and whether the Suit could be considered as a "CommercialSuit".
Prior to deciding on the issue of limitation the Hon'ble High Court of Madras declinedto entertain the disputes between the parties as "Commercial Suit" as originallyargued by IFCL and passed the order in favour of the Company. Thereafter IFCL preferredan appeal against the said order in the Appellate Bench of the Hon'ble High Court ofMadras where they lost. IFCL has since filed an appeal with the Hon'ble Supreme Court.
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 against the appealfiled by IFCL (as stated above in the second para of Suit No.1) stated that the factsmentioned in the Suit No.2 are interconnected with Suit No.1 and therefore 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. The Board of Directors continuously strives totake utmost care to ensure preservation of interest of all its stakeholders.
> 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 A 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 Year2020-21. The Secretarial Audit Report for the year ended 31st March 2021 is enclosed asAnnexure B to this Report. There are no qualifications in the said report.
During the year under review the Company has complied with the provisions of theCompanies Act Rules Regulations Guidelines Standards etc. mentioned above.
> secretarial standards of ICSI
The Company has complied with the requirements prescribed under the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) readwith the MCA Circulars granting exemptions in view of the Covid-19 pandemic.
> Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The Statement pursuant to provisions of Section 134(3)(m) of the Companies Act 2013and Companies (Accounts) Rules 2014 for Conservation of Energy Technology absorption andForeign Exchange Earnings and outgo 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 C.
> 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 2021 no complaint has been received by theAudit 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 as it is notmeeting the applicable threshold limit as per the said Act and thus the required detailsare "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 during these "peculiar" times.
| ||For and on behalf of the Board |
| ||sd/- |
|date: 11th august 2021 ||Aditya a. Garware |
|place: mumbai ||Chairman |