Garware Synthetics Ltd

To

The Members,

Garware Synthetics Limited

Your directors have pleasure in presenting their 55^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

FINANCIAL RESULTS:

BUSINESS REVIEW:

The Company achieved the Revenue from Operations of Rs. 10,69,98,857/- during the Financial Year ended on 31^st March, 2024 as against Rs. 11,40,05,668/- achieved during the previous year ended on 31^st March, 2023.

During the year Company incurred Net loss of Rs. 4,77,305/- as against Net Profit of Rs. 57,82,273/- during the previous year ended on 31st March, 2023.

STATE OF COMPANY AFFAIRS:

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

DIVIDEND:

With a view to strengthen the financial position of the Company and for the future growth of the Company, your directors did not recommend any dividend to 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 meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments made / given by the Company in the year 2023-2024 as per section 186 of the Companies Act, 2013 has been disclosed in the note 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 related parties as referred section 188 of companies Act, 2013 and Rules made thereunder, are on arms lengths basis and are mentioned in Annexure-I to Directors report.

INTERNAL CONTROL SYSTEMS AND THETR ADEQUACY:

The Company has proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report and is Annexure-II.

EMPLOYEES RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels. DIRECTORS:

Appointment:

None of the Director has been appointed during the year 2023-2024.

Cessation:

None of the Directors has been ceased from their office during the year 2023 - 2024.

*Santosh Borkar, Executive Director resigned on 13^th May, 2024.

The term of Mr. Kirtikumar Bhailal Doshi as Independent Director shall be till the conclusion of the ensuing Annual General Meeting to be held for the FY 2023-24.

Retirement by rotation:

Pursuant to Section 152 and other applicable provision, if any, of the Companies Act, 2013, the Articles of Association of the Company Mr. Deepak Pandurang Kamble, Executive Director is liable to retire by rotation at the ensuing AGM.

Being eligible Mr. Deepak Pandurang Kamble has offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

None of the Directors are disqualified from being appointed as specified in Section 164 of 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 Company confirming 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 Obligation and disclosure requirements) Regulation, 2015 with the Stock Exchanges.

Board Evaluation:

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its committees and individual directors including independent Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the LODR, Regulations, 2015 based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made thereunder, therefore the provisions related to Corporate 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 gap between two board meetings is not more than 120 Days, but the same has been extended by MCA to conduct the Board meeting not exceeding gap more than 180 days between two Board meetings.

Details of the changes in composition and attendance of Members of the Board during the year 2023-2024 are as follows:

AUDIT COMMITTEE:

The Company has an Independent Audit Committee which has been formed in pursuance 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 supervision of the management's financial reporting process to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting.

Details of the composition and attendance of Members of the Audit Committee during the year 2023-2024 are as follows

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

The Following are the members of the Audit Committee:

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

NOMINATION AND REMUNERATION COMMITTEE:

The purpose of this committee of the Board of Directors (‘the Board') shall be to discharge the Board's responsibilities related to nomination and remuneration of the Company's Directors and Key managerial personnel.

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

Details of the composition and attendance of Members of the Nomination and Remuneration committee during the year 2022-2023 are as follows:

One Nomination and Remuneration Committee Meeting was held during the year as below:

28.08.2023

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee reviews shareholders complaints and resolution thereof. The Committee expresses satisfaction with the Company's performance in dealing with investor grievances and its share transfer system.

Details of the composition and attendance of Members of the Stakeholder relationship Committee during the year 2022-2023 are as follows:

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

The Following are the members of the Stakeholder relationship Committee:

There were no changes in composition of Stakeholder committee. It remained the same as last 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. This enriches the decision-making process at the Board with different points of view and experiences and prevents conflict of interest in the decisionmaking process.

None of the Independent Directors serves as “Independent Directors” in more than seven listed companies. No person has been appointed or continuing as an Alternate Director for an Independent Director of the Company.

Based on the disclosures received from all the Independent Directors and also in the opinion 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 13.02.2024, interalia:

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

• 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 the views of Executive Directors on the same;

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

They expressed satisfaction at the robustness of the evaluation process, the Board's freedom to express views on the business transacted at the Meetings and the openness with which the Management discussed various subject matters on the agenda of meetings.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. in preparation of the annual accounts for the financial year ended March 31, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 10,00,00,000 (Rupees Ten Crores Only) divided into Equity share capital of 99,50,000 (Ninety Nine Lakhs Fifty Thousand Only) aggregating to Rs. 9,95,00,000 (Nine Crores Ninety five lakhs only) and 5,000 (Five Thousand) 13.5% Non-Cumulative Redeemable Preference share of Rs. 100 (One Hundred) aggregating to Rs. 5,00,000 (Rupees Five Lakhs Only).

The paid up capital of the Company is Rs. 5,80,89,000 (Rupees Five Crores Eighty Lakhs Eighty Nine Thousand Only) Divided into 58,08,900 (Fifty Eight Lakhs Eight thousand Nine Hundred) Equity Shares of Rs. 10 (Ten) each.

During the year 2023 - 2024 there was no change in Share capital and the Company has not made any issue of equity shares with differential voting Rights, Sweat Equity Shares and 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 and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is as follows:

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

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

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

During the Year, there was increase in salary/ remuneration to employees/ Directors of the Company.

3. The percentage Increase in the median remuneration of the employees in the financial Year was 56.66 %

4. As on 31st March, 2024 there were a total of 68 employees on the roll of the Company.

5. It is affirmed that the remuneration is as per the remuneration policy of the company.

6. None of the employee of the Company was in receipt of the remuneration (throughout the financial year or part thereof) as per Rule 5(2) of the Companies (Appointment of Managerial Personnel) 2014.

WHISTLE BLOWER POLICY:

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

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high-level Committee has been constituted which looks into the complaints raised. The Committee 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 view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

STAUTORY AUDITORS:

M/s. Jayesh Dadia & Associates LLP Chartered Accountants (FRN121142W), has been appointed as the Statutory Auditors of the Company for a term of 5 (five) years to hold office from the conclusion of ensuing 53^rd AGM till the conclusion of 58^th AGM to be held in the year 2027 .

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

STATUTORY AUDIT REPORT:

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

The Auditors of the Company have not reported any fraud as specified under second proviso 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 Directors of the company has appointed M/s. S. G. and Associates, Practicing Company Secretaries Mumbai to undertake the Secretarial Audit of the Company for the Financial Year 2023-2024. 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 required under Section 138 of the Companies Act, 2013 and Rules made thereunder.

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

3. The Company has received notice from Calcutta Stock Exchange regarding freezing of demat account of Promoters group for non-compliance of Minimum Public Shareholding as per the SEBI Circular dated 31^st March,2023, as amended

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 their shares in Dematerialized Form.

3. The Company had in the shareholders Meeting held on 30^th March, 2000 approved the resolution relating to delisting of shares from Calcutta Stock Exchange. The Company has replied to Calcutta Stock Exchange for the same.

COST AUDIT:

As per the Rules made by Central Government for the maintenance of cost record under section 148 (1) of the Companies act, 2013, does not apply in respect of company's business.

ANNUAL RETURN:

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts which would 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 efficient conduct of its business, including adherence to company's policy, safeguarding of its assets, Prevention detection fraud and error etc.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2023-2024, 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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting 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 the Company, as required under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is provided as “ANNEXURE IV” 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 Company as it does not fall under the criteria of Paid-up Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE where the Company's shares are listed.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.