Garware Synthetics Limited
Your Directors have pleasure in presenting their 49th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2018.
| || ||(Amount in Rs.) |
|PARTICULARS ||2017-2018 ||2016-2017 |
|Revenue from operation ||96017171 ||85353186 |
|Other Income ||24724 ||2826259 |
|Profit/ (Loss) for the year before providing Depreciation & Financial Charges ||4972397 ||7029722 |
|Less: Depreciation ||222550 ||188486 |
|Financial Charges ||901027 ||1578163 |
|Profit/(Loss) Before Exceptional Items and Tax ||3848820 ||5263073 |
|Exceptional Items and Extraordinary Item ||-- ||-- |
|Profit Before Tax ||3848820 ||5263073 |
|Current Tax: ||-- ||-- |
|Current tax relating to prior years ||289961 ||625001 |
|Deferred Tax ||113460 ||(48850) |
|Profit After Tax ||3445399 ||4686922 |
The Company achieved the Revenue from Operations of Rs. 96017171 during thefinancial year ended on 31st March 2018 as against Rs. 85353186 achievedduring the previous year ended on 31st March 2017.
During the year Company earned Net Profit of Rs. 3445399 as against Net Profitof Rs. 4686922 during the previous year ended on 31st March 2017.
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 for its shareholders.
Your Company has not accepted deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the year2017-2018.
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 2017 - 2018 as per section 186 of the Companies Act 2013 has been disclosed in thenote to accounts of Financial Statements.
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.
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 II 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-I.
During the year under review your Company enjoyed cordial relationship with employeesat all levels.
None of the Director has been appointed during the year 2017 - 2018.
None of the Directors has been ceased from their office during the year 2017 - 2018.
Retirement by rotation:
Mr. Sunder Moolya and Mr. Santosh Borkar Executive Directors are liable to retire byrotation at the ensuring AGM pursuant to section 152 and other applicable provision ifany of the Companies Act 2013 the article of association of the Company and beingeligible have offered themselves for re-appointment. Appropriate resolutions for theirre-appointment are being placed for the approval of the shareholders of the Company at theensuring AGM. The brief resume of the Director recommend their re-appointment as ExecutiveDirector of the Company.
As above discussion Mr. Sunder Moolya (DIN: 02926064) is eligible for retire byrotation at the ensuring AGM he hold office as long time as compared to Mr. SantoshBorkar. Therefore he shall be eligible for retire by rotation and also be re-appointment.
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 (Listing Obligationand disclosure requirements) Regulation 2015 with the Stock Exchanges.
None of the Directors except Ms. Kavita Pawar are disqualified from being appointed asDirector as specified in Section 164 of the Companies Act 2013 and Rules made thereunderMs. Kavita Pawar shall continue to act as Independent Director in the Company till thecontinuance of her tenure i.e to the year 2019-2020 as per Section 164(2) of CompaniesAct 2013 and will not be eligible for reappointed of second tenure as IndependentDirector.
Formal Annual Evaluation:
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).
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.
Therefore Company is not liable to contribute towards Corporate Social Responsibility.
Pursuant to the provision of the companies act 2013 read with rules thereunderregulation 17(10) of the listing regulations and circular issued by SEBI dated 5thJanuary 2017 with respect to guidance note on board evaluation the evaluation of theannual performance of the Director/board/Committees was carried out for the Financial year2017-2018.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors during the year and the gap between to Board meeting did notexceed one Hundred and twenty days. The date on said meeting held as following.
|Sr. No. ||Date of Board meeting Held ||No. of Directors Present during the Meeting. |
|1. ||30.05.2017 ||5 |
|2. ||18.08.2017 ||5 |
|3. ||08.11.2017 ||5 |
|4. ||14.02.2018 ||5 |
The Company has a qualified and independent Audit Committee which has been formed inpursuance of Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 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 timely disclosureswith the highest level of transparency integrity and quality of financial reporting.
Terms of Reference:
1. Approving and implementing the audit procedures and techniques.
2. Reviewing audit reports of both statutory and internal auditors with auditors andmanagement.
3. Reviewing financial reporting systems internal control systems and controlprocedures.
4. Ensuring compliance with regulatory guidelines.
5. The recommendation for appointment remuneration and terms of appointment ofauditors of the company;
6. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;
7. Examination of the financial statement and the auditors' report thereon;
8. Approval or any subsequent modification of transactions of the company with relatedparties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Monitoring the end use of funds raised through public offers and related matters.
13. Establishment and monitoring of the Vigil Mechanism/Whistle Blower Policy.
Any other duties/terms of reference for the Audit Committee which areincidental/necessary for the fulfillment of the above mentioned terms of reference wouldbe deemed to be under the purview of the Audit Committee.
Details of the composition and attendance of Members of the Audit Committeeduring the year 2018 are as follows:
Four Audit Committee Meetings were held during the year as follows:
30th May 2017 12th August 2017 08th November 2017and 14th February 2018.
The Following are the members of the Audit Committee:
|Sr. No. ||Name of Director ||Designation ||Category || |
No. of Meetings
| || || || ||Held ||Attended |
|1. ||Mr. Ramesh G Chandorkar ||Chairman ||Non- Executive Independent Director ||4 ||4 |
|2. ||Mrs. Kavita Pawar ||Member ||Non Executive Independent Director ||4 ||4 |
|3. ||Mr. Kirti B Doshi ||Member ||Non- Executive Independent 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') shall be todischarge the Board's responsibilities related to nomination and remuneration of theCompany's executive/non-executive directors.
The Committee has the overall responsibility of approving and evaluating the nominationand remuneration plans policies and programs for executive /non-executive directors.
The broad terms of reference of the Nomination and Remuneration Committee are as under:
1) The Committee shall identify persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down recommendto the Board their appointment and removal and shall carry out evaluation of everydirectors performance.
2) The Committee shall formulate the criteria for determining qualification positiveattributes and independence of a director and recommend to the Board policy relating tothe remuneration for the directors key managerial personnel and other employees.
3) Devise a policy on Board Diversity.
4) Formulate criteria for evaluation of Independent Directors and the Board.
Two Nomination and Remuneration Committee meeting were held during the year on 18thAugust 2017 and 14th February 2018.
Composition of Nomination and Remuneration Committee is as under:
|Name of Director ||Executive/ Non- Executive ||Member/ Chairman |
|Mr. Kirtikumar Doshi ||Non-Executive ||Chairman |
|Mr. Ramesh Chandorkar ||Non-Executive ||Member |
|Mrs. Kavita Pawar ||Non-Executive ||Member |
There were no changes in composition of Nomination and remuneration Committee itremained the same.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Committee has the mandate to review and redress shareholder grievances includingcomplaints related to non-receipt of securities/share certificates non-receipt of balancesheet non-receipt of declared dividends etc.
The committee reviews shareholders complaints and resolution thereof. The Committeeexpresses satisfaction with the Company's performance in dealing with investor grievancesand its share transfer system.
Four Stakeholders Relationship Committee meetings were held during the year on -30.05.2017 18.08.2017 08.11.2017 14.02.2018.
Composition of Stakeholders Relationship Committee is as under:
|Name of Director ||Executive/ NonExecutive ||Member/ Chairman |
|Mr. Ramesh Gopal Chandorkar ||Non- Executive ||Chairman |
|Mr. Kirtikumar Bhailal Doshi ||Non- Executive ||Member |
|Mrs. Kavita Pawar ||Non- Executive ||Member |
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:
i) In the preparation of the accounts for the financial year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year under 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 2018 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.
The Authorized Share Capital of the Company is Rs. 99500000 (Rupees Nine CroresNinety Five Lakhs Only) divided into Equity share capital of 9950000 (Ninety Nine LakhsFifty Thousand Only) aggregating to Rs. 99500000 (Nine Crores Ninety File Lakhs Only)and 5000 (Five Thousand) 13.5% Non-Cumulative Redeemable Preference share of Rs. 100 (OneHundred) aggregating to Rs. 500000 (Rupees Fifty 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 2018 - 2019 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:
The remuneration paid to Directors and Key Managerial Personnel are in accordance withthe Nomination and Remuneration Policy formulated in accordance with section 178 ofCompanies Act 2013 and Regulation 19 of SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015.
The information required under section 197 of the Companies Act 2013 in respect ofDirector/employees of the company is set out in Annexure IV of this Annual Report.
WHISTLE BLOWER POLICY:
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.
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 and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:
|Name of the Director ||Amount of remuneration to Directors ||Percentage increase in the remuneration ||Ratio of remuneration of each Director/to median remuneration of employees |
|Mr. Sunder Moolya ||494000 ||20.85% ||3.836 |
|Mr. Santosh Borkar ||360000 ||5.34% ||2.795 |
1. The Independent Directors do not receive any remuneration except sitting fees.
2. There was change in the remuneration of any Director other than Key ManagerialPersonnel or Director.
3. The percentage decrease in the median remuneration of the employees in the financialYear was 12.85 %
4. As on 31st March 2018 there were a total of 77 employees on the roll of the Company.
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.
The Company does not have any Holding or Subsidiary Company and Associate Company asper Companies Act 2013 and Rules made thereunder.
M/s. Krunal H. Shah & Associates Chartered Accountants is been Appointed asStatutory Auditors of the Company to fill in the casual vacancy caused by resignation ofM/s. Mehul Hemani & Associates for period of 5 years i.e. from conclusion of the 49thAnnual General Meeting until the conclusion of 54th Annual general meeting ofthe Company. The Company has obtained an eligibility certificate from them of theirappointment it would be in accordance with the prescribed limits specified under section141 of the Companies Act 2013.
STATUTORY AUDIT REPORT:
The Report of the statutory Auditors along with the notes to schedule is enclosed tothis report. SECRETARIAL AUDIT:
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 CompanySecretaries (Mumbai) to undertake the Secretarial Audit of the Company for theFinancial Year 2017-2018. The Secretarial Audit report i.e. Form MR-3 is Annexure III tothis report. The secretarial audit report contained following observations and remarks:
The company not appointed Company secretary and Chief financial officer as requiredunder section 203 of companies act 2013.
Further The Company has not appointed internal auditor as per section 138 CompaniesAct 2013.
Company has not maintained website as per Regulation 46 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015
As per secretarial audit report the Board of Director has taken note of the same andis searching for suitable candidate for right position in the Company.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return i.e. Form MGT-9 is forming the part of this Annual Reportand is Annexure IV to Directors report.
RISK MANAGEMENT POLICY:
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.
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 membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary 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 in a separate section and forms a part of this 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 2017-18 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
|Date: 14.08.2018 ||Sunder. K. Moolya ||Santosh Borkar |
|Place: Mumbai ||Whole Time Director ||Director |
| ||DIN:02926064 ||DIN: 03134348 |