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Garware Synthetics Ltd.

BSE: 514400 Sector: Industrials
NSE: N.A. ISIN Code: INE340D01016
BSE 00:00 | 17 Sep 13.80 0.15






NSE 05:30 | 01 Jan Garware Synthetics Ltd
OPEN 13.65
52-Week high 22.80
52-Week low 1.61
P/E 11.69
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.65
CLOSE 13.65
52-Week high 22.80
52-Week low 1.61
P/E 11.69
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Garware Synthetics Ltd. (GARWARESYNTH) - Director Report

Company director report

The Members

Garware Synthetics Limited

Your Directors have pleasure in presenting their 46th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2015.


PARTICULARS 2014-2015 2013-2014
Rs. Rs.
Total Revenue for the Period 90123961 74783249
Profit/ (Loss) for the year before providing Depreciation
& Financial Charges 7931887 (3763799)
Less: Depreciation 174364 506142
Financial Charges 1581655 29125
Profit/(Loss) Before Exceptional Items and Tax 6175868 (4299066)
Exceptional Items and Extraordinary Item 1234491 (4582671)
Profit Before Tax 4941377 283605
Deferred Tax (1182252) (571412)
Profit After Tax 6123629 855017


The Company achieved the Revenue from Operations of 81034797 as against 74288249achieved during the previous year ended on 31st March 2014.

During the year Company earned Net Profit of 6123629 as against Net Profit of 855017during the previous year ended on 31st March 2014.


With a view to strengthen the financial position of the Company your Directors did notrecommend any dividend for its equity shareholders.


Your Company has accepted deposits within the meaning of Section 73 of the CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014 as stated in the notes toAccounts which is form part of this Annual Report.


The particulars of loans guarantees and investments made / given by the Company in theyear 2014 –2015 as per section 186 of the Companies Act 2013 is stated in the notesto Accounts which is form part of this Annual Report.


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.

The Company through its own independent Internal Audit Department carries outperiodic audits and functions based on the annual audit plan (keeping in mind various keyrisks) approved by the Audit Committee and inter alia tests the design adequacy andoperating effectiveness of the internal controls. Significant observations includingrecommendation for improvement of business processes are reviewed by the Management beforereporting to the Audit Committee which reviews the Internal Audit reports and monitorsthe implementation of audit recommendations.


Particulars relating to conservation of energy technology absorption foreign exchangeearnings and outgo forms part of this report and is annexed.


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(7) of Companies Act 2013 read with Rules and Clause 49 of the Listing Agreement withthe Stock Exchanges.

An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for re-appointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard’s report.


During the year 2014-2015 Ms. Kavita Sandeep Pawar (DIN: 02717275) was appointed as anAdditional Director on the Board of the Company. Further as per Section 149 of CompaniesAct 2013 and rules made there under and as per listing agreement the Company is requiredto appoint a Women Director on the Board of the Company. Hence Ms. Kavita Sandeep Pawaris being appointed as a Director in order to comply with the regulations and also to useher expertise knowledge for the benefit and growth of the Company.


None of the Directors have ceased from their office during the year 2014 - 15.

Retirement by rotation:

Pursuant to the provisions of the Companies Act 2013 and Articles of Association ofthe Company Mr. Santosh Borkar (DIN: 03134348) Director of the Company shallretire by rotation at this Annual General Meeting and being eligible offer himself forre-appointment. The Board commends their re- appointment by the members at the forthcomingAnnual General Meeting.

None of the Directors are disqualified from being appointed as specified in Section 164of the Companies Act 2013 as amended.


In terms of the provisions of the Act the Board has carried out annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration Committee (NRC) andStakeholders Relationship Committee (SRC).


The Board of Directors during the year 2014-15 duly met Seven times as under:

30th May 2014 14th August 2014 13th November2014 17th December 2014 12th February 2015 16th February2015 and 31st March 2015


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 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any; ii) the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatwere reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the Company for the yearunder 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 2015 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.


All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.


The Company does not have any subsidiary.


During the year 2014-2015 the Company has not made any issue of equity shares withdifferential voting Rights Sweat Equity Shares and Employee Stock Option.

However Company has during the year issued and allotted 460000 Equity Warrants onpreferential basis to the Promoters with each warrant convertible into one Equity Shareof the Company of nominal value of 10/- each at a price of 50/- which includes a premiumof 40/- per share and 400000 Equity Shares for cash at a price of 50/- per equity share(including premium of 40/- per Equity Share) on preferential basis to the Promoters.


The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company’s website The Code lays down the standard procedure of business conductwhich is expected to be followed by the Directors and the designated employees in theirbusiness dealings and in particular on matters relating to integrity in the work place inbusiness practices and in dealing with stakeholders. The Code gives guidance throughexamples on the expected behavior from an employee in a given situation and the reportingstructure. All the Board Members and the Senior Management personnel have confirmedcompliance with the Code. All Management Staff were given appropriate training in thisregard.


The Committee met 4 times during the year review. The said meetings were held on 30thMay 2014 14th August 2014 13th November 2014 and 12thFebruary 2015.

Composition and attendance during the financial year ended 31st March 2015is as under:

. Name of Director Designation Category No. of meetings attended
1. Shri. Ramesh Chandorkar Chairman Non Executive Independent Director 4
2. Shri. Kirtikumar Doshi Member Non Executive Independent Director 4
3. Shri. Santosh Borkar Member Director 4
4. Shri. Bharat Shah Auditor Permanent Employee (Invitee) 4


In accordance with the provisions of Section 178 of the Companies Act 2013 (the Act)the ‘Remuneration Committee’ has been re-designated as the ‘Nomination andRemuneration Committee’ with amended scope of powers as mandated by the Act.

Composition of Nomination and Remuneration Committee is as under:

Sr. No. Name of Director Designation Category
1. Shri. Ramesh Chandorkar Chairman Non Executive Independent Director
2. Shri. Kirtikumar Doshi Member Non Executive Independent Director
3. Ms. Kavita Pawar Member Non Executive Director

The Nomination and Remuneration Committee has formulated a policy relating to theappointment remuneration and removal of Executive Directors Key Managerial Personnel andOther Senior Management Personnel of the Company in accordance with the provisions ofSection 178 of the Act.


In accordance with the provisions of Section 178 of the Companies Act 2013 (the Act)the ‘Shareholders Grievance Committee’ has been re-designated as the‘Stakeholders Relationship Committee’ with amended scope of powers as mandatedby the Act.

Composition of Stakeholders Relationship Committee is as under:

Sr. No. Name of Director Designation Category
1. Shri. Ramesh Chandorkar Chairman Non Executive Independent Director
2. Shri. Kirtikumar Doshi Member Non Executive Independent Director
3. Ms. Kavita Pawar Member Non Executive Director


The Company has disclosed the Managerial Remuneration in the Annual Report.


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.


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 andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.


M/s. B. V. Shah & Associates Chartered Accountants Auditors of the Company retireat the forthcoming Annual General Meeting and being eligible offer themselves forreappointment. The Company has obtained an eligibility certificate from them of theirre-appointed it would be in accordance with the prescribed limits specified under section139 of the Companies Act 2013.


Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed S. G. and Associates Practicing Company Secretaries (Mumbai) toundertake the Secretarial Audit of the Company for the Financial Year 2014-2015. TheSecretarial Audit report i.e. Form MR-3 is annexed herewith.


The Extract of Annual Return i.e. Form MGT-9 is forming the part of this Annual Reportand is annexed herewith.


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.


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 themembers at the Registered office of the company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same such member may write to the company secretary in advance.


The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the auditors i.e. B.V.Shah & Associates (Chartered Accountants)regarding compliance with the requirements of Corporate Governance as stipulated in Clause49 of the Listing Agreement.


The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 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
Whole Time Director Director
DIN: 02926064 DIN: 03134348
Date: 24th August 2015
Place: Mumbai