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Garware Synthetics Ltd.

BSE: 514400 Sector: Industrials
NSE: N.A. ISIN Code: INE340D01016
BSE 00:00 | 28 Nov 10.55 0.28
(2.73%)
OPEN

11.29

HIGH

11.29

LOW

10.15

NSE 05:30 | 01 Jan Garware Synthetics Ltd
OPEN 11.29
PREVIOUS CLOSE 10.27
VOLUME 1732
52-Week high 17.99
52-Week low 9.55
P/E 47.95
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.29
CLOSE 10.27
VOLUME 1732
52-Week high 17.99
52-Week low 9.55
P/E 47.95
Mkt Cap.(Rs cr) 6
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

To

The Members

Garware Synthetics Limited

Your directors have pleasure in presenting their 52nd Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.

FINANCIAL RESULTS:

(Amount in Rs.)

PARTICULARS 2020-2021 2019-2020
Revenue from operation 82659551 91135887
Other Income 10951 34068
Profit/ (Loss) for the year before providing Depreciation & Financial Charges 82670502 91169955
Less: Depreciation 214462 259723
Financial Charges 4313212 853972
Profit/(Loss) Before Exceptional Items and Tax 6087479 1841450
Exceptional Items and Extraordinary Item 0 0
Profit Before Tax 6087479 1841450
Current Tax 256560 706310
Short provision of Income tax relating to earlier years 0 30590
Profit After Tax 5830919 1104550

BUSINESS REVIEW:

The Company achieved the Revenue from Operations of Rs. 82659551/- during thefinancial year ended on 31st March 2021 as against Rs. 91135887/- achievedduring the previous year ended on 31st March 2020.

During the year Company incurred Net Profit of Rs. 5830919/- as against Net Profit ofRs. 1104550/ during the previous year ended on 31st March 2020.

STATE OF COMPANY AFFAIRS:

The company is taking various initiatives for expanding its business. The Directors areexploring the business avenues in the field Garflon.

DIVIDEND:

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 to its shareholders.

IMPACT OF COVID-19 PANDEMIC:

Due to ongoing corona pandemic and lockdown in the entire country situation is stillworst due to lockdown in the State. The state is in the second phase of lockdown andCOVID- 19 has affected every Business line in the country.

Your Company witnessed moderate growth in the year under review. However the secondoutbreak of Covid-19 pandemic has adverse impact on performance of the company for thisyear also.

We have a positive outlook on our business.

TRANSFER TO RESERVES:

During the year under review the Company has not transferred any amount to Reserves.

DEPOSITS:

During the year under review your Company has not accepted deposits within the meaningof Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint Venture or Associate Company as per theprovisions of Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of loans guarantees and investments made / given by the Company in theyear 2020 - 2021 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-I to Directors report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate internal control systems commensurate with thenature 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-II.

EMPLOYEES RELATIONS:

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

DIRECTORS:

Appointment:

None of the Director has been appointed during the year 2020-2021.

Cessation:

None of the Directors has been ceased from their office during the year 2020 - 2021Retirement by rotation:

Pursuant to Section 152 and other applicable provision if any of the Companies Act2013 the article of association of the Company Mr. Santosh Bhalchandra Borkar ExecutiveDirector is liable to retire by rotation at the ensuing AGM.

Being eligible Mr. Santosh Bhalchandra Borkar has offered himself for re-appointment.Appropriate resolution for his re-appointment is being placed for the approval of theshareholders of the Company at the ensuing AGM.

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

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 under Section 149(6)of Companies Act 2013 read with Rules and Regulation 16(1) (b) of SEBI (ListingObligation and disclosure requirements) Regulation 2015 with the Stock Exchanges.

Board Evaluation:

The Nomination and Remuneration Committee of the Company has laid down the criteria forperformance evaluation of the Board its committees and individual directors includingindependent Directors covering various aspects of the Board’s functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance. Pursuant to the provisions ofthe Companies Act 2013 and Regulation 17 of the LODR Regulations 2015 based on thepredetermined templates designed as a tool to facilitate evaluation process the Board hascarried out the annual performance evaluation of its own performance the IndividualDirectors including Independent Directors and its Committees on parameters such as levelof engagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc.

Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company does not fall under the Class of Companies as prescribed under Section135 of Companies Act 2013 and Rules made thereunder therefore the provisions related toCorporate Social Responsibility is not applicable to the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met in the below mention dates during the year and the gapbetween two Board meeting did not exceed one Hundred and twenty days but the same has beenextended by MCA to conduct the Board meeting not exceeding gap more than 180 days betweentwo Board meetings.

31.07.2020 29.08.2020 14.09.2020 16.10.2020 22.10.2020 11.11.2020
21.01.2021 12.02.2021 31.03.2021

Details of the changes in composition and attendance of Members of the Board during theyear 2020-2021 are as follows:

Sr. No. Name of Director

Designation

Category

No. of Meetings

Held Attended
1. Mr. Sunder Moolya Chairman Whole time Director 9 9
2. Mr. Santosh Borkar Director Executive Director 9 9
3 Mr. Kirtikumar Bhailal . Doshi Independent Director Non- Executive Independent Director 9 9
4. Mrs. Shilpa Parab Independent Woman Director Non- Executive Independent Director 9 9
5. Mr. Sandip Pawar Independent Director Non- Executive Independent Director 9 9

AUDIT COMMITTEE:

The Company has an Independent Audit Committee which has been formed in pursuance ofRegulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 and Section 177 of the Companies Act 2013.

The Primary objective of the committee is to monitor and provide effective supervisionof the management’s financial reporting process to ensure accurate and timelydisclosures with the highest level of transparency integrity and quality of financialreporting.

Details of the composition and attendance of Members of the Audit Committee during theyear 2020-2021 are as follows

Four Audit Committee Meetings were held during the year as below:

31.07.2020 14.09.2020 11.11.2020 12.02.2021

The Following are the members of the Audit Committee:

Sr. Name of No. Director

Designation

Category

No. of Meetings

Held Attended
1. Mr. Sandip Pawar Chairman Non- Executive Independent Director 4 4
2. Mr. Kirti B. Doshi Member Non- Executive Independent Director 4 4
3. Mrs. Shilpa Parab Member Non-Executive Independent Woman Director 4 4

There were no changes in composition of Audit committee; it remained the same as lastyear.

NOMINATION AND REMUNERATION COMMITTEE:

The purpose of this committee of the Board of Directors (‘the Board’) shallbe to discharge the Board’s responsibilities related to nomination and remunerationof the Company’s Directors and Key managerial personnel.

The Committee has the overall responsibility of approving and evaluating the nominationand remuneration plans policies and programs for Directors and Key managerial personnel.

Details of the composition and attendance of Members of the Nomination and Remunerationcommittee during the year 2020-2021 are as follows:

One Nomination and Remuneration Committee Meetings were held during the year as below:

31.03.2021

The Following are the members of the Nomination and Remuneration Committee:

Sr Name of Director No.

Designation

Category

No. of Meetings

Held Attended
1. Mr. Sandip Pawar Chairman Non- Executive Independent Director 1 1
2. Mr. Kirtikumar Bhailal Doshi Member Non-Executive Independent Director 1 1
3. Mrs. Shilpa Parab Member Non-Executive Independent Woman Director 1 1

There were no changes in composition of Nomination and Remuneration Committee. itremained the same as last year.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee reviews shareholders complaints and resolution thereof. The Committeeexpresses satisfaction with the Company’s performance in dealing with investorgrievances and its share transfer system.

Details of the composition and attendance of Members of the Stakeholder relationshipCommittee during the year 2020-2021 are as follows:

Four Stakeholder relationship Committee Meetings were held during the year as below:

31.07.2020 14.09.2020 11.11.2020 12.02.2021

The Following are the members of the Stakeholder relationship Committee:

Sr Name of Director No.

Designation

Category

No. of Meetings

Held Attended
1. Mr. Sandip Pawar Chairman Non- Executive Independent Director 4 4
2 Mr. Kirtikumar Bhailal Doshi Member Non- Executive Independent Director 4 4
3. Mrs. Shilpa Parab Member Non-Executive Independent Woman Director 4 4

There were no changes in composition of Stakeholder committee. It remained the same aslast year. INDEPENDENT DIRECTORS:

Independent Directors play an important role in the governance processes of the Board.They bring to bear their expertise and experience on the deliberations of the Board. Thisenriches the decision-making process at the Board with different points of view andexperiences and prevents conflict of interest in the decisionmaking process.

None of the Independent Directors serves as "Independent Directors" in morethan seven listed companies. No person has been appointed or continuing as an AlternateDirector for an Independent Director of the Company.

Based on the disclosures received from all the Independent Directors and also in theopinion of the Board the Independent Directors fulfills the conditions specified in SEBI(LODR) Regulations 2015 and are independent of the management.

During the year under review the Independent Directors met on 12thFebruary 2021 interalia:

• To review the performance of the Non-Independent Directors (ExecutiveDirectors);

• To review the performance of the Board of the Company as a whole;

• To review the performance of Chairman of the Company taking into account theviews of Executive Directors on the same;

• To assess the quality quantity and timeliness of flow of information betweenthe Company management and the Board.

They expressed satisfaction at the robustness of the evaluation process theBoard’s freedom to express views on the business transacted at the Meetings and theopenness with which the Management discussed various subject matters on the agenda ofmeetings.

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:

1. in preparation of the annual accounts for the financial year ended March 31 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

2. 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 profitand loss of the Company for that period;

3. they have taken proper and sufficient care towards the maintenance of adequateaccounting records in accordance with the provision of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. they have prepared the accounts for the financial year on a going concern basis andare very much hopeful that the Company’s performance will improve in the forth comingfinancial years;

5. they have laid down internal financial controls which are adequate and areoperating effectively;

6. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 100000000 (Rupees Ten CroresOnly) divided into Equity share capital of 9950000 (Ninety Nine Lakhs Fifty ThousandOnly) aggregating to Rs. 99500000 (Nine Crores Ninety five lakhs only) and 5000 (FiveThousand) 13.5% Non-Cumulative Redeemable Preference share of Rs. 100 (One Hundred)aggregating to Rs. 500000 (Rupees Five Lakhs Only).

The paid up capital of the Company is Rs. 58089000 (Rupees Five Crores Eighty LakhsEighty Nine Thousand Only) Divided into 5808900 (Fifty Eight Lakhs Eight thousand NineHundred) Equity Shares of Rs. 10 (Ten) each.

During the year 2020 - 2021 there was no change in Share capital and the Company hasnot made any issue of equity shares with differential voting Rights Sweat Equity Sharesand Employee Stock Option.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KMP AND PARTICULAR OF EMPLOYEES:

Statement of Disclosure of Remuneration under Section 197 of the Companies Act 2013 andRule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is as follows:

1. The Ratio of the remuneration of each Director to the median of the employees of theCompany for the Financial Year:

Name of the Director Designation Ratio of remuneration of each Director / to median remuneration of employees
Mr. Sunder Moolya Whole time Director 3.00
Mr. Santosh Borkar Executive Director 2.85

Note: The Independent Directors do not receive any remuneration except sitting fees.

2. During the Financial Year the percentage increase in remuneration of Directors andKey Managerial Personnel is as follows:

Name of the Director Designation Percentage (Increase / decrease in the remuneration)
Mr. Sunder Moolya Whole time Director -2.37
Mr. Santosh Borkar Executive Director -9.60
Mr. Dinesh Gurav Chief Financial Officer -10.35
Mrs.Vrunda Mehta Company Secretary and Compliance officer -14.52

3. The percentage decrease in the median remuneration of the employees in the financialYear was 16.62%

4. As on 31st March 2021 there were a total of 63 employees on the roll of theCompany.

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.

WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.

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.

CODE FOR 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 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.

STAUTORY AUDITORS:

M/s. Krunal H. Shah & Associates Chartered Accountants has been appointed asStatutory Auditors of the Company for period of 5 years i.e. from conclusion of the 49thAnnual General Meeting until the conclusion of 54th Annual general meeting ofthe Company.

Pursuant to the amendments made to Section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from May 7 2018 the requirement of seekingratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute. In view of the above ratification by the Members forcontinuance of their appointment at this AGM is not being sought. The remuneration payableto the Statutory Auditors shall be determined by the Board of Directors based on therecommendation of the Audit Committee.

STATUTORY AUDIT REPORT:

The Report of the statutory Auditors along with the notes to schedule is enclosed tothis report.

The Auditors of the Company have not reported any fraud as specified under secondproviso of Section 143 (12) of the Companies Act 2013.

SECRETARIAL AUDIT REPORT:

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 SecretariesMumbai to undertake the Secretarial Audit of the Company for the Financial Year 2020-2021.The Secretarial Audit report i.e. Form MR-3 is "Annexure III" to this report.The secretarial audit report contained following observations and remarks:

The observations made in the Secretarial Audit Report (MR-3) are as follows:

1. We further report that the Company has not appointed Internal Auditor as requiredunder Section 138 of the Companies Act 2013 and Rules made thereunder.

2. The Public Shareholding of the Company is not held in Dematerialized mode pursuantto notification of SEBI.

The Board’s comment on the observations is as follows:

1. The Company is in process of Appointing Internal Auditor.

2. The Company is regularly sending reminders to the Shareholders for getting theirshares in Dematerialized Form.

COST AUDIT:

As per the Rules made by Central Government for the maintenance of cost record undersection 148 (1) of the Companies act 2013 does not apply in respect of company’sbusiness.

ANNUAL RETURN:

Form MGT-7 along with the attachments will be available on the Website of the Companyat https://www.garwaresyn.com once its uploaded on MCA site.

The Extract of Annual Return i.e. Form MGT-9 is forming the part of this Annual Reportand is "Annexure IV" to Directors report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.

RISK MANAGEMENT POLICY:

The Board has adopted risk Management policy for ensuring the orderly and efficientconduct of its business including adherence to company’s policy safeguarding of itsassets Prevention detection fraud and error etc.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. During the financial year 2020-2021 the Company has received 0 (zero)complaint on sexual harassment.

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 businesshours on working days of the company up to the date of ensuing Annual General Meeting. Ifany member is interested in inspecting the same such member may write to the companysecretary in advance.

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 as "ANNEXURE V" to the 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 2020-2021 toBSE where the Company’s shares are listed.

ACKNOWLEDGEMENTS:

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.

.