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Garware Synthetics Ltd.

BSE: 514400 Sector: Industrials
NSE: N.A. ISIN Code: INE340D01016
BSE 00:00 | 24 Apr 2020 Garware Synthetics Ltd
NSE 05:30 | 01 Jan 1970 Garware Synthetics Ltd

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OPEN 0.87
PREVIOUS CLOSE 0.91
VOLUME 1700
52-Week high 4.50
52-Week low 0.87
P/E 2.72
Mkt Cap.(Rs cr) 1
Buy Price 0.91
Buy Qty 200.00
Sell Price 0.87
Sell Qty 300.00
OPEN 0.87
CLOSE 0.91
VOLUME 1700
52-Week high 4.50
52-Week low 0.87
P/E 2.72
Mkt Cap.(Rs cr) 1
Buy Price 0.91
Buy Qty 200.00
Sell Price 0.87
Sell Qty 300.00

Garware Synthetics Ltd. (GARWARESYNTH) - Director Report


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Company director report

To

The Members

Garware Synthetics Limited

Your Directors have pleasure in presenting their 50th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2019.

FINANCIAL RESULTS:

(Amount in Rupees)

PARTICULARS 2018-2019 2017-2018
Revenue from operation 106409176 96017171
Other Income 3306394 24724
Profit/ (Loss) for the year before providing Depreciation & Financial Charges 109715570 96041895
Less: Depreciation 263053 222550
Financial Charges 1970528 857477
Profit/(Loss) Before Exceptional Items and Tax 1366386 3848820
Exceptional Items and Extraordinary Item 15114517 -
Profit Before Tax (13748131) 3848820
Current Tax - -
Current tax relating to prior years - 289961
Deferred Tax - 113460
Profit After Tax (13748131) 3445399

BUSINESS REVIEW:

The Company achieved the Revenue from Operations of Rs. 106409176/- during thefinancial year ended on 31st March 2019 as against Rs. 96017171/- achievedduring the previous year ended on 31st March 2018.

During the year Company incurred Net Loss of Rs. 13748131/- as against Net Profit ofRs. 3445399/- during the previous year ended on 31st March 2018.

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 for its shareholders.

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 2018 - 2019 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 in section 188 of companies Act 2013 and Rules made thereunder areon arms lengths basis and are mentioned in "ANNEXURE-I" to Directorsreport.

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:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as" ANNEXURE-II"

DIRECTORS:

Appointment:

Mrs. Shilpa Sagar Parab has been appointed as Independent Women with effect from31.01.2019.

Cessation:

Mrs. Kavita Pawar Independent Director ceased to be Director w.e.f from 31.01.2019.

Retirement 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. SantoshBhalchandra Borkar has offered himself for reappointment. Appropriate resolution for hisre-appointment is being placed for the approval of the shareholders of the Company at theensuing 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 (Listing Obligationand disclosure requirements) Regulation 2015 with the Stock Exchanges.

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).

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.

PERFOMANCE EVALUATION:

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 year2018-2019.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 11 times during the year and the gap between two Boardmeetings did not exceed one hundred and twenty days as follows:.

30.05.2018 05.07.2018 14.08.2018 01.10.2018 13.11.2018 07.12.2018
31.01.2019 14.02.2019 15.02.2019 29.03.2019 30.03.2019

Details of the changes in composition and attendance of Members of the Board during theyear 2019 are as follows:

Sr. No. Name of Director Designation Category

No. of Meetings

Held Attended
1. Mr. Sunder Moolya Chairman Whole time Director 11 11
2. Mr. Santosh Borkar Director Executive Director 11 11
3. Mr. Kirtikumar Bhailal Doshi Independent Director Non- Executive Director 11 11
4. Mrs. Kavita Pawar (Ceased w.e.f 31.01.2019) Independent Woman Director Non Executive Director 7 7
5. Mr. Ramesh G Chandorkar Independent Director Non- Executive Director 11 11
6. Mrs. Shilpa Parab (Appointed w.e.f. 31.01.2019) Independent Director Non Executive Independent Director 4 4

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 timely disclosureswith the highest level of transparency integrity and quality of financial reporting.

Details of the changes in composition and attendance of Members of the Audit Committeeduring the year 2019 are as follows:

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

30.05.2018 14.08.2018 13.11.2018 14.02.2019

The Following are the members of the Audit Committee:

Sr. No. Name of Director Designation Category

No. of Meetings

Held Attended
1. Mr. Kirtikumar Bhailal Doshi Chairman Non- Executive Independent Director 4 4
2. Mrs. Kavita Pawar (Ceased w.e.f 31.01.2019) Member Non Executive Independent Director 3 3
3. Mr. Ramesh G Chandorkar Member Non- Executive Independent Director 4 4
4. Mrs. Shilpa Parab (Appointed w.e.f. 31.01.2019) Member Non Executive Independent Director 1 1

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 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 changes in composition and attendance of Members of the Audit Committeeduring the year 2019 are as follows:

Three Nomination and Remuneration Committee Meetings were held during the year asbelow:

14.08.2018 31.01.2019 30.03.2019

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

Sr. No. Name of Director Designation Category

No. of Meetings

Held Attended
1. Mr. Kirtikumar Bhailal Doshi Chairman Non- Executive Independent Director 3 3
2. Mrs. Kavita Pawar (Ceased w.e.f 31.01.2019) Member Non Executive Independent Director 2 2
3. Mr. Ramesh G Chandorkar Member Non- Executive Independent Director 3 3
4. Mrs. Shilpa Parab (Appointed w.e.f. 31.01.2019) Member Non Executive Independent Director 1 1

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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.

Details of the changes in composition and attendance of Members of the Stakeholderrelationship Committee during the year 2019 are as follows:

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

30.05.2018 14.08.2018 13.11.2018 14.02.2019

The Following are the members of the Stakeholder relationship Committee:

Sr. No. Name of Director Designation Category

No. of Meetings

Held Attended
1. Mr. Kirtikumar Bhailal Doshi Chairman Non- Executive Independent Director 4 4
2. Mrs. Kavita Pawar (Ceased w.e.f 31.01.2019) Member Non Executive Independent Director 3 3
3. Mr. Ramesh G Chandorkar Member Non- Executive Independent Director 4 4
4. Mrs. Shilpa Parab (Appointed w.e.f. 31.01.2019) Member Non Executive Independent Director 1 1

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 decision making 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 February14 2019interalia:

• 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 the Board'sfreedom to express views on the business transacted at the Meetings and the openness withwhich the Management discussed various subject matters on the agenda of meetings.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) 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 2019the 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 (Rupees Nine Crores Ninety five lakhs only) and 5000(Five Thousand) 13.5% Non-Cumulative Redeemable Preference share of Rs. 100 (Rupees OneHundred) 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 (Rupees 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 EMPLOYEES RELATION AND REMUNERATION OF DIRECTORS & KMP

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company will be provided uponrequest. In terms of Section 136(1) of the Companies Act 2013 the Report and Accountsare being sent to the Members and others entitled thereto excluding the information onemployees' particulars which is available for inspection by the Members at the RegisteredOffice of the Company during business hours on working days of the Company up to the dateof the ensuing Annual General Meeting. If any Member is interested in obtaining a copythereof such Member may write to the Company Secretary in this regard.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) 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 530000 7.29 2.68
Mr. Santosh Borkar 388500 7.92 1.96

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

2. There was change in the remuneration of Directors.

3. The percentage increase in the median remuneration of the employees in the financialYear was 54 %

4. As on 31st March 2019 there were a total of 79 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.

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:

During the year the Company has amended the Code of Conduct for Prohibition of InsiderTrading and Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information and also formulated Policy on procedures to be followed whileconducting an inquiry in the event of leak or suspected leak of Unpublished PriceSensitive Information in line with the SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018. The amended codes viz. "Code of Conduct for Prohibition of InsiderTrading" and the "Code of Practices & Procedures for Fair Disclosure ofUnpublished Price Sensitive Information" allows the formulation of a trading plansubject to certain conditions and requires pre-clearance for dealing in the Company'sshares. It also prohibits the purchase or sale of Company's shares by the DesignatedPersons while in possession of unpublished price sensitive information in relation to theCompany and during the period when the Trading Window is closed.

AUDITORS:

M/s. Krunal H. Shah & Associates Chartered Accountants were 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.

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 2018-2019. The Secretarial Audit report i.e. Form MR-3 is "ANNEXUREIII" to this report. The secretarial audit report contained followingobservations and remarks:

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

1. We further report that Company had failed to appoint Company Secretary as per the6(1) of SEBI (LODR) Regulation 2015 for which BSE Limited has imposed penalty.

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

3. We further report that the Company has not updated its Website as per Regulation 46of SEBI (LODR) Regulation 2015.

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

The Board's Comments on the observation are as follows:

1. The Company has appointed Mrs. Vrunda Mehta as a Company Secretary and ComplianceOfficer with effect from 31st January 2019.

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

3. The Company is in process of updating the website.

4. The Company is regularly sending reminders to the Shareholders for getting theirshares Dematerialized.

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.

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.

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 2018-19 the Company has received 0 (zero) complaint onsexual harassment.

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 2018-19 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.

For and on behalf of the Board
For Garware Synthetics Limited
Sd/- Sd/-
Date: 22nd August 2019 Sunder. K. Moolya Santosh Borkar
Place: Mumbai Whole Time Director Director
DIN: 02926064 DIN: 03134348


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