(For the Financial Year ended 31st March 2020)
To The Members
Your Directors have pleasure in presenting the Forty-Third Annual Report along withAudited Financial Statements of the Company for the financial year ended 31st March 2020.
|Particulars || |
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Year ended 2019-2020
Year ended 2018-2019
Year ended 2019-2020
Year ended 2018-2019
|Total Revenue || ||101385.25 || ||103879.84 || ||98527.43 || ||103890.12 |
|Profit subject to || || || || || || || || |
|Depreciation & Taxation ||23546.41 || ||19924.08 || ||19812.52 || ||19933.48 || |
|Less: Depreciation net of transfer from Revaluation || || || || || || || || |
|Reserve ||1926.22 || ||1724.04 || ||1926.22 || ||1724.04 || |
|Profit Before Tax || ||21 620.19 || ||18200.04 || ||17886.30 || ||18209.44 |
|Less: Tax Expenses || || || || || || || || |
|Current Tax ||4447.04 || ||5366.29 || ||4460.04 || ||5368.99 || |
|Deferred Tax ||(626.86) || ||397.92 || ||(626.86) || ||397.92 || |
|Prior period Taxation ||-- ||3820.18 ||(125.42) ||5638.79 ||-- ||3833.18 ||(125.42) ||5641.49 |
|Profit After Tax || ||17800.01 || ||12561.25 || ||14053.12 || ||12567.95 |
|Share of (profit)/loss from Investment in || || || || || || || || |
|Associate & Join Venture || ||-- || ||-- || ||(0.10) || ||(0.10) |
|Profit for the year || ||17800.01 || ||12561.25 || ||14053.02 || ||12567.85 |
2019-2020 - THE YEAR UNDER REVIEW:
During the year under review your Company recorded satisfactory performance despitechallenging external situations.
Your Company recorded standalone revenue of Rs 1013.85 crore for the year ended 31stMarch 2020 a decrease of 2.40% over the previous year's standalone revenue of Rs1038.80 crores. Standalone Profit Before Tax (PBT) is Rs 216.20 croresagainst Rs 182.00 crores of the previous year.
Domestic Sales amounted to Rs 393.32 crores and the Export Sales amounted to Rs 551.40crores for the year ended 31st March 2020 on Standalone basis.
Further your Company earned consolidated revenue of Rs 985.27 crores for the yearended 31st March 2020 a decrease of 5.16% over the previous year's consolidated revenueof Rs 1038.90 crores. Consolidated Profit Before Tax ("PBT") is Rs 178.86crores against Rs 182.09 crores of the previous year.
The operations of the Company are elaborated in the annexed Management Discussionand Analysis Report.
SUBSIDIARIES AND ASSOCIATE:
During the FY 2019-20 the Company incorporated a subsidiary named as Garware TechnicalFibres USA INC. ("GTF USA INC") in the State of Washington United State ofAmerica. The Company contributed assigned and transferred all of its rights title andinterest in and to the Business / Undertaking along with all its assets and liabilities inits USA Branch on a going concern basis to GTF USA INC. The consideration for the same wasdischarged by GTF USA INC. by issuance of 100% shares of its common stock to the Company.The business of GTFL USA INC. is in line with main business activities of the Company andhas started its operation towards the end of this Financial Year.
During the year under review Garware Technical
Fibres Chile SpA was incorporated as a Wholly Owned Subsidiary ("WOS") ofthe Company in Republic of Chile in order to expand its presence in Chilean Market. ThisWOS is yet to start its commercial operations.
Garware Environmental Services Private Limited is a wholly owned subsidiary of yourCompany. This Subsidiary Company is yet to start its commercial operations.
Garware Meditech Private Limited is an associate of your Company and presently nothaving any business activity.
Pursuant to provisions of first proviso of sub-section (3) of Section 129 of theCompanies Act 2013 a Statement containing salient features of the Financial Statement ofits Subsidiaries and Associate Company in Form No. AOC-1 is attached to the FinancialStatement.
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the provisions of Section 129 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 and applicable Accounting Standards the Company hasprepared a Consolidated Financial Statement of the Company its Subsidiaries and AssociateCompanies in the same form and manner as that of the Company which shall be laid beforethe ensuing Annual General Meeting of the Company along with the laying of the Company'sStandalone Financial Statement.
The Annual Report of the Company inter alia contains the Standalone Audited FinancialStatement of the Company and Consolidated Audited Financial Statements of the Company andits Subsidiaries and Associate Company.
Pursuant to the provisions of Section 136 of the Companies Act 2013 the StandaloneAudited Financial Statements of the Company Consolidated Financial Statements along withrelevant documents and separate Audited Financial Statements in respect of itsSubsidiaries and Associate Company are also uploaded on the Company's website:https://www.garwarefibres.com/investors/financial- results/.
The Financial Statements of the Subsidiaries Associate Company and the relateddetailed information will be made available to any Member of the Company / itsSubsidiaries and Associate Company who may be interested in obtaining the same. TheFinancial Statements of the Subsidiaries and Associate Company will also be kept forinspection by any Member at the Company's Registered Office and that of the Subsidiariesand Associate Companies.
REDUCTION OF CAPITAL OF THE COMPANY:
The Members of the Company had approved Reduction of Capital of the Company by passingof the Special Resolution through Postal Ballot by cancelling 946500 Equity Shares ofRs 10/- each held by "GWRL Managerial Staff Welfare Trust" ("Trust")and adjusting outstanding amount of interest free advance of Rs 34929308.10/- payableby the Trust to the Company against the Securities Premium Account of the Company.
The BSE Limited and the National Stock Exchange of India Limited have given theirno-objection vide Letters dated 31st October 2018 and 2nd November 2018 respectivelyfor reduction of capital of the Company as stated above.
Thereafter your Company had filed an application with Hon'ble National Company LawTribunal at Mumbai Bench for confirmation of Special Resolution passed by the Members ofthe Company of approving reduction of capital of the Company as stated above. The Hon'bleNational Company Law Tribunal at Mumbai Bench heard the matter on 13th February 2020 andreserved the Company's application of confirming the reduction of capital for order.
Your Directors do not propose to transfer any amount to the General Reserve and retainRs 63326.82/- lakhs in the Statement of the Profit and Loss.
The Board of Directors had declared an interim dividend at Rs 17.00/- per share (170%)[which includes Special Dividend of Rs 10.00/- per share (100%)] on the fully paid-upequity capital consisting of 21882060 Equity shares of Rs 10/- (Ten) each of theCompany at its meeting held on 14th March 2020.
The Board has not recommended any further dividend and recommended that the Interimdividend of Rs 17.00/- per share (170%) [which includes Special Dividend of Rs 10.00/- pershare (100%)] be treated as the final dividend for the year ended 31st March 2020 whichabsorb an amount of Rs 3723.34/- lakhs (including tax on dividend) for the approval bythe Members of the Company at the ensuing Annual General Meeting of the Company.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to the provision of Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors of the Company hasadopted a Dividend Distribution Policy and the same is set out in Annexure1 forming an integral part of the Directors Report and the same is uploaded onthe Company's website: www.garwarefibres.com/investors/dividend- distribution-policy/.
During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of your Company during the Financial Yearended 31st March 2020.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year of the Company i.e. 31st March 2020 andthe date of this Directors' Report i.e. 30th June 2020.
COVID - 19 Pandemic and resulting lockdown measures by the Government of India hasimpacted economic activities worldwide and as a result impacted operations and financialresults of the Company. The Company has considered all available information whilepreparing its Financial Results for the Financial Year ended 31st March 2020.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of your Company is duly constituted in accordance with the requirements ofthe Companies Act 2013 read with the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.
Pursuant to the provisions of Section 152 of the Companies Act 2013 read with Article96 of the Articles of Association of the Company Ms. Mayuri Vayu Grware (DIN 06948274) isliable to retire by rotation at the ensuing Annual General Meeting of the Company andbeing eligible offers herself for re-appointment. The Board recommends herre-appointment.
Ms. Mallika Sagar (DIN 02228386) was appointed as Independent Director of the Companywith effect from 30th May 2019 to hold office for a term of Eighteen (18) months or tillthe conclusion of the Forty-Third (43rd) Annual General Meeting of the Company whicheveris earlier. The said term is going to expire at the ensuing Forty-Third (43rd) AnnualGeneral Meeting of the Company.
Pursuant to the recommendation of the Nomination and Remuneration Committee of theBoard the Board of Directors of your Company recommends the re-appointment of Ms. MallikaSagar (DIN 02228386) the non-executive Directors as Independent Directors of the Companyto hold offices for a second term of five (05) consecutive years with effect from theconclusion of ensuing Forty-Third (43rd) Annual General Meeting of the Company. TheCompany has received notices in writing from Members under Section 160 of the CompaniesAct 2013 proposing her candidature for the office of Directors.
As per the provisions of the Companies Act 2013 Independent Directors will not beliable to retire by rotation.
The resolution seeking approval of the Members of the Company for re-appointment of Ms.Mallika Sagar has been incorporated in the accompanying Notice calling Forty-Third (43rd)Annual General Meeting of the Company which forms an integral part of this Report.
The details of Ms. Mayuri Vayu Garware and Ms. Mallika Sagar as required under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and as perSecretarial Standard - 2 of General Meeting are contained in the accompanying Noticecalling Forty-Third (43rd) Annual General Meeting of the Company which forms an integralpart of this Report.
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. V. R.Garware Chairman & Managing Director Mr. Mukesh Surana Chief Financial Officer andMr. Sunil Agarwal Company Secretary and Compliance Officer are discharging the functionsand responsibilities of whole-time Key Managerial Personnel of the Company.
During the Financial Year 2019-20 there was no change in the composition of the Boardof Directors and the Key Managerial Personnel except as stated above.
DECLARATION BY INDEPENDENT DIRECTORS':
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as provided in sub-section (6) of Section 149of the Companies Act 2013 and Rule 5 of the Companies (Appointment and Qualification ofDirectors) Rules 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
In terms of Regulation 25(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Independent Directors have confirmed that they arenot aware of any circumstance or situation which exist or may be reasonably anticipatedthat could impair or impact their ability to discharge their duties.
In terms of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules2014 the Independent Directors have confirmed that they have applied online to theIndian Institute of Corporate Affairs for inclusion of their names in the data bank ofIndependent Directors. Accordingly they are in compliance with sub-rule (1) and (2) ofRule 6 of Companies (Appointment and Qualification of Directors) Rules 2014.
STATEMENT OF BOARD OF DIRECTORS:
The Board of Directors of the Company are of the opinion that all the IndependentDirectors of the
Company appointed during the year possesses integrity relevant expertise andexperience required to best serve the interests of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and pursuant to the provisions of Section134(3)(c) read with Section 134(5) of the Companies Act 2013 hereby state and confirmthat:
1. In the preparation of the Annual Financial Statements for the year ended 31st March2020 the applicable Accounting Standards have been followed and there are no materialdepartures;
2. For the Financial Year ended 31st March 2020 such Accounting Policies as mentionedin the Notes to the Financial Statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company and of the Profit and Loss of the Company forthe year ended 31st March 2020;
3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities in accordance with the provisions of the Companies Act 2013;
4. The Annual Financial Statements have been prepared on a Going Concernbasis;
5. Proper Internal Financial Controls were followed by the Company and that suchInternal Financial Controls are adequate and were operating effectively; and
6. Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
ANNUAL EVALUATION BY THE BOARD:
In view of the provisions of the Companies Act 2013 and considering the Guidance Notedated 5th January 2017 issued by the Securities and Exchange Board of India(SEBI) the Nomination & Remuneration Committee of the Board had laid downcomprehensive framework including the criteria for evaluation of performance of the Boardas a whole and various committees of the Board and individual Directors includingIndependent Directors.
Based on the comprehensive framework the Board of Directors of the Company had carriedout Annual Evaluation of the performance of the Board as a whole the Directorsindividually and also the working of its Audit Committee Nomination & RemunerationCommittee Corporate Social Responsibility Committee and Stakeholder RelationshipCommittee.
On collation of all the responses feedback was provided by Chairman of the Board toeach member of the Board.
The Board noted the evaluation results that were collated and presented to the Board.
The Directors expressed their satisfaction with the evaluation process.
A separate meeting of Independent Directors was held on Wednesday 19th February 2020inter alia to:
i. Review the performance of Non-Independent Directors and the Board as a whole;
ii. Review the performance of the Chairperson of the Company taking into account theviews of Executive Director and Non-Executive Directors;
iii. Assess the quality quantity and timeliness of flow of information between theCompany management and the Board that was deemed necessary for the Board to effectivelyand reasonably perform their duties.
NUMBER OF MEETINGS OF THE BOARD:
There were six (06) meetings of the Board of Directors held during the year details ofwhich are given in the annexed Corporate Governance Report.
COMPOSITION OF THE COMMITTEES OF THE BOARD:
The details relating to the composition of Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility Committee Stakeholders Relationship Committeeand Risk Management Committee are given in the annexed Corporate GovernanceReport.
1. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 142 and other applicable provisions if anyof the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 andpursuant to the recommendation of the Audit Committee M/s. Mehta Chokshi & Shah LLPChartered Accountants (Firm Registration No. 106201W) were appointed as StatutoryAuditors at the 40th Annual General Meeting to hold office from the conclusion of 40thAnnual General Meeting till the conclusion of 45th Annual General Meeting of the Company.
There are no audit qualifications reservations or adverse remarks or disclaimers inthe Auditors' Report as annexed elsewhere in this Annual Report.
During the year under review the Statutory Auditors have not reported any instances offrauds committed in the Company under Section 143(12) of the Companies Act 2013.
2. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company had appointed M/s. SVD & Associates CompanySecretaries as Secretarial Auditor for the year ended 31st March 2020.
The Secretarial Auditor has submitted its Report in Form No. MR-3 for the FinancialYear ended on 31st March 2020 and the same is set out in Annexure 2forming an integral part of the Directors' Report. The observation of the SecretarialAuditor in their report are self-explanatory and therefore the Directors do not have anyfurther comments to offer on the same.
COST AUDIT AND COST COMPLIANCE:
In accordance with the provisions of Companies (Cost Records and Audit) Rules 2014 asamended from time to time Cost Audit for the Financial Year 2019-20 was applicable tothe Company. M/s. Joshi Apte & Associates Cost Accountants (Firm Registration No.000240) were appointed as Cost Auditor for conducting audit of Cost Accounting Recordsmaintained by the Company for the Financial Year 2019-20.
The Audit Report for the Cost Accounting records maintained by the Company for theFinancial Year 2019-20 is under preparation and the same will be filed with the CentralGovernment within the prescribed time limit.
M/s. Joshi Apte & Associates Cost Accountants (Firm Registration No. 000240)were re-appointed as Cost Auditor for conducting an audit of Cost Accounting Recordsmaintained by the Company for the Financial Year 2020-21.
A resolution proposing ratification of the remuneration of the said Cost Auditors' forthe Financial Year ended 31st March 2021 forms part of the Notice of the Forty-Third(43rd) Annual General Meeting of the Company as Special Business by way of OrdinaryResolution.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
Details of loans and guarantees given and investments made during the Financial Year2019-20 under the provisions of Section 186 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 are given in the notes toFinancial Statements.
RELATED PARTY TRANSACTIONS:
All the transactions with Related Parties entered during the Financial Year 2019-20 bythe Company were in the ordinary course of business and on arm's length basis exceptherein below.
The Company contributed assigned and transferred all of its rights title andinterest in and to the Business / Undertaking along with all its assets and liabilities inits USA Branch on a going concern basis to its subsidiary Garware Technical Fibres USAINC. ("GTF USA INC"). The consideration for the same as determined as per thevaluation reports of SEBI registered Merchant banker was discharged by GTF USA INC byissuance of 100% shares of its common stock to the Company. This transaction was at arm'slength basis but not in ordinary course of business.
There were no Material Related Party Transaction(s) made with the Related Party fallingwithin Regulation
23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
All Related Party Transactions were placed before the Audit Committee for their priorapproval.
Omnibus approval was obtained on a yearly basis for transactions which were ofrepetitive nature. The Policy on Related Party Transactions as approved by the Board isuploaded on the Company's website: https://www.garwarefibres.com/investors/related-party-transactions-policy/.
Pursuant to the provisions of Section 134(3)(h) of the Companies Act 2013 Form AOC-2is not applicable to the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROL:
Your Company continued to remain focused on ensuring a robust and effective InternalFinancial Control framework.
Internal Financial Controls laid down by your Company with reference to the FinancialStatements are adequate operating effectively and commensurate to the size scale ofoperations and nature of business of the Company.
The Board of Directors of the Company has approved the Policy relating to remunerationfor the Directors Key Managerial Personnel Senior Management based on recommendation ofNomination & Remuneration Committee of the Board.
The salient aspects covered in the Policy have been outlined in the CorporateGovernance Report which forms an integral part of this Report.
As per the requirements of Section 178(4) of the Companies Act 2013 details of such aPolicy have been uploaded on the Company's website:https://www.garwarefibres.com/remuneration-policy/.
RISK MANAGEMENT POLICY:
The Company recognizes the importance of Risk Management and hence the Board ofDirectors of the Company has adopted Risk Assessment and Minimization Policy Statement.This Policy Framework has been adopted as a fundamental part of the business policy tocounter and combat the adverse consequential effects of various risks.
Risk Management involves the following:
Identification of risks.
Evaluation of the risks as to likelihood and consequences.
Assessment of options for minimising / covering the risks.
Action Plan for the implementation of the Risk Management Plans.
Review of the Risk Management efforts.
Cyber Security Risk.
The Board of Directors of the Company regularly review the risk and initiatives takenwithin framework of Risk Assessment and Minimization Policy Statement and accordinglytake necessary corrective actions if required for managing / mitigating the same.
The Board of Directors of the Company has formulated a Vigil Mechanism Policy which isin compliance with the provisions of Section 177(10) of the Companies Act 2013Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations 2015 detailsof which are given in the annexed Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility) Rules 2014 your Company has establishedCorporate Social Responsibility ("CSR") Committee and an Annual Report on CSRActivities forming an integral part of the Directors' Report is set out in Annexure3.
THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 pertaining to theConservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo is setout in Annexure 4 forming an integral part of the Directors' Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act 2013read with Rule 12
of the Companies (Management & Administration) Rules 2014 an extract of AnnualReturn as of 31st March 2020 in Form No. MGT-9 is set out in Annexure 5forming an integral part of the Directors' Report.
The relations with employees at all levels continued to be cordial throughout the year.
PARTICULARS OF EMPLOYEES:
The information required pursuant to the provisions of Section 197 of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is set out in Annexure 6 forming an integralpart of the Directors' Report.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013 (the Sexual Harassment Act):
Your Company has zero tolerance towards any action on the part of any employee whichmay fall under the ambit of Sexual Harassment at workplace and is fullycommitted to uphold and maintain the dignity of every woman employee working in theCompany. Your Company has adopted a Policy under the Sexual Harassment Act and Rulesframed thereunder.
As per the provisions of the Sexual Harassment Act and Rules made thereunder yourCompany has constituted Internal Complaints Committee ("ICC").
During the Financial Year 2019-20 there was no complaint reported under the SexualHarassment Act.
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on Corporate Governance aswell as the Auditor's Certificate regarding compliance of conditions of CorporateGovernance is set out in Annexure which forms an integral part of this Report.
The Report on Corporate Governance also contains certain disclosures required under theCompanies Act 2013.
BUSINESS RESPONSIBILITY REPORT:
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Business Responsibility
Report detailing the various initiatives taken by the Company from an environmentalsocial and governance perspective is set out in Annexure which forms an integral part ofthis Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant and material orders passed by Regulators / Courts / Tribunalsthat would impact the going concern status of the Company and its future operations.
The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from 1st October
2017. The Company is in compliance with the revised Secretarial Standards.
Your Directors gratefully acknowledge the support given by the Customers DealersDistributors Suppliers Bankers various departments of the Central and StateGovernments Local Authorities and also the Members of the Company.
Your Directors would further like to record their appreciation for the unstintedefforts put in by all Employees of the Company during the year.
| ||On behalf of the Board of Directors |
| ||V. R. GARWARE |
|Pune ||Chairman & Managing Director |
|30th June 2020 ||DIN 00092201 |