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Nifty 25,765.30 +2.70%

22k Gold ₹ 14,110 /gm

Sensex 83,876.14 +2.71%

Nifty 25,765.30 +2.70%

22k Gold ₹ 14,110 /gm

Directors Report of Garware Hi-Tech Films Ltd.

Mar 31, 2025

The Directors present the 68th Annual Report of Garware Hi-Tech Films Limited (the Company or GHFL) along with the Audited Financial Statemen
for the year ended March 31,2025.

1) FINANCIAL RESULTS

Particulars	Standalone		Consolidated
Financial Year	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1995.45	1581.65	2109.36	1677.02
Earnings Before Interest, Taxes & Depreciation(EBITDA)	494.32	288.19	495.49	321.05
Less: Finance Cost	(6.47)	(10.10)	(8.78)	(11.78)
Less: Depreciation	(40.34)	(38.16)	(41.23)	(39.02)
Profit Before Tax(PBT)	447.51	239.93	445.48	270.25
Less: Tax Expense	108.59	59.00	114.26	66.96
Profit After Tax(PAT)	338.92	180.93	331.22	203.29
Other Comprehensive income (Net of Tax)	16.74	7.50	19.00	8.92
Total Comprehensive Income	355.66	188.43	350.22	212.21
Opening balance in Retained Earnings	982.04	826.51	1044.55	866.66
Closing Balance in Retained Earnings	1293.83	982.04	1348.64	1,044.55

2. COMPANYâS PERFORMANCE

During the Financial Year 2024-25

On Standalone Basis;

a. Revenue from Operations on a standalone basis was
'' 1995.45 Crores (Previous Year '' 1581.65 Crores)
registering a growth of 26% over previous year.

b. Earnings Before Interest, Taxes & Depreciation (EBITDA)
increased by 72% from '' 288.19 Crores in the previous year
to '' 494.32 Crores in the current year mainly on account of
higher volumes.

c. Profit Before Tax (PBT) increased by 87% from '' 239.93
Crores in the previous year to '' 447.51 Crores in the current
year.

d. Profit After Tax (PAT) increased by 87% from ''180.93 Crores
in the previous year to '' 338.92 Crores in the current year.

On Consolidated Basis;

a. Revenue from Operations on consolidated basis was
'' 2109.36 crores (Previous Year '' 1677.02 Crores) registering
a growth of 26% over previous year.

b. Earnings Before Interest, Taxes & Depreciation (EBITDA)
increased by 54% from '' 321.05 Crores in the previous year
to '' 495.49 Crores in the current year mainly on account of
higher volumes.

c. Profit Before Tax (PBT) increased by 65% from '' 270.25
Crores in the previous year to '' 445.48 Crores

d. Profit After Tax (PAT) increased by 63% from '' 203.29 Crores
in the previous year to '' 331.22 Crores in the current year.

3. STATE OF COMPANYâS AFFAIRS

During the year under review, there was no change in the nature of

Company''s Business.

4. OPERATIONS

The Company''s Standalone Profit before tax increase by 87% on
account of higher sales volume of Paint Protection Film (PPF) and
Sun control Film.

5. FINANCIAL STATEMENTS

The financial statements for the year ended on 31st March, 2025
has been prepared in accordance with the Indian Accounting
Standards (IND AS) notified under Section 133 of the Companies
Act, 2013 (âthe Actâ) read with the Companies (Accounts) Rules,
2014 as amended from time to time. The Notes No.1 to the
Financial Statements adequately cover the accounting policy.

The Company disclosed standalone and consolidated financial
results on a quarterly basis which were subject to limited review
and audited standalone and consolidated financial results on
annual basis.

There were no revisions made to the financial statements during
the year under review.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There has been no material change and commitment that affect the
financial position of the Company which have occurred between
the end of the financial year 2024-25 and the date of this Report.

7. CAPITAL EXPENDITURE

The capacity expansion of Paint protection film by 300 LSF P.A.
is under progress and expected to commission in 2nd quarter of
FY 25-26 and Company have also undertaken the setting up of
TPU plant with Capacity of 360 LSF P.A.

8. TRANSFER TO RESERVES

The Company do not propose to transfer any amount to General
Reserve.

9. DIVIDEND

The Directors are pleased to recommend a Dividend of
'' 12 (120%) per equity share of face value of '' 10/- each for the
financial year ended March 31, 2025 on paid-up share capital of
the Company.

The Dividend is subject to the approval of the Members at the 68th
Annual General Meeting. The dividend of '' 12/- per equity share of
'' 10/- each will amount to '' 27.88 Crore.

As per the Income Tax Act, 1961, dividends paid or distributed by
the Company shall be taxable in the hands of the shareholders.
The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend
Distribution Policy of the Company. The Dividend Distribution
Policy, in terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âListing Regulationsâ) is available on the
Company''s website at https://www.garwarehitechfilms.com/
investor-desk/policies-of-company .

10. SHARE CAPITAL

The paid-up Equity Share Capital as of March 31, 2025 stood at
'' 23.23 Crore. During the year, there was no change in the Share
Capital of the Company. The Company neither issued any shares
nor has granted any Stock Options or any Sweat Equity Shares
during the year.

11. SUBSIDIARY COMPANIES

The Company has two subsidiaries as on March 31, 2025.

1. Garware Hi-Tech Films International Limited
(Wholly Owned Subsidiary)

2. Global Hi-Tech Films Inc.

(Step-down Wholly Owned Subsidiary)

Pursuant to Section 129(3) of the Companies Act, 2013 read with
Rule 5 of the Companies (Accounts) Rules, 2014, the statement
containing salient features of the financial statements of the
Company''s Subsidiaries (in Form AOC-1) is attached to the
financial statements. The audited financial statement in respect
of each of the subsidiaries is also available on the website of the
Company www.garwarehitechfilms.com

During the year, the Company did not have any Associate company
or Joint Venture.

12. MATERIAL SUBSIDIARY

The Board of Directors of the company has approved the policy
for determining material subsidiaries which is in line with the
requirements of SEBI (LODR) Regulations, 2015.

Based on the criteria mentioned in Regulation 16 of the SEBI
(LODR) Regulations, 2015 one of the subsidiaries qualifies as a
Material Subsidiary, however the material subsidiary is a step down
wholly owned subsidiary, whose accounts are consolidated with the
holding company and put henceforth for approval of shareholder at
the ensuing annual general meeting.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment/Resignation/cessation of Director:

Appointment:

The Board has appointed Mr. Manoj Sonawala
(DIN: 00235168), Mr Deepak Chawla (DIN: 10497108)
and Dr. Nayan Rawal (DIN: 00184945) as an Independent
Directors of the Company to hold office for first term of five
(5) consecutive years from April 01, 2024 to March 31, 2029,

the members of the Company has approved the appointment
by passing special resolution through postal ballot on
May 07, 2024.

During the year, the Board has appointed Mr. Chirag Doshi
(DIN:08532321) as an Additional Director in the category of
Non-Executive Independent Director of the Company to hold
office for first term of five (5) consecutive years with effect
from September 01,2024 to August 31,2029, the members
of the Company has approved the appointment through
special resolution at the 67th Annual General Meeting held
on September 24, 2024.

Further, the Board members are satisfied with regard to
integrity, expertise and experience (including the proficiency)
of the Independent Directors of the Company.

B. Completion of Term of Independent Director:

The tenure and second term of Mr. Nilesh R Doshi (DIN:
00249715) serving as an Independent Director on the Board
has been completed on 31st October, 2024

C. Retirement by Rotation:

In accordance with the provisions of Section 152 (6) of the
Companies Act, 2013 and the Articles of Association of the
Company, Ms. Monika Garware of the Company, is liable to
retire by rotation at the ensuing Annual General Meeting and
being eligible, has offered herself for re-appointment.

Her brief profile and other details as required under the Act
and the Listing Regulations for her re-appointment as Director
is provided in the Notes to the Notice of 68th Annual General
Meeting of the Company.

D. Key Managerial Personnel:

The Company has complied with the requirements of having
Key Managerial Personnel as per the provisions of Section
203 of the Companies Act, 2013 and 26A of the SEBI (LODR)
Regulations, 2015

Dr. S. B. Garware - Chairman & Managing Director,
Ms. Monika Garware - Vice Chairperson & Jt. Managing
Director, Mrs. Sarita Garware Ramsay - Joint Managing
Director, Mr. Mohan Sitaram Adsul - Whole Time Director,
Mr. Abhishek Agarwal - Chief Financial Officer (CFO) and
Mr. Awaneesh Srivastava - Company Secretary, are the Key
Managerial Personnel of the Company.

During the year Mr. Pradeep Mehta has resigned as CFO w.e.f.
14th August, 2024 and Mr. Abhishek Agarwal has been
appointed as CFO w.e.f. 16th August, 2024.

E. Independent Directors declaration:

Pursuant to the provisions of Section 149 of the Act, all the
Independent Directors of the Company have submitted
a declaration that each of them meets the criteria of
independence as per provisions of the Companies Act, 2013,
rules there under, SEBI (LODR) Regulations, 2015 and there
has been no change in the circumstances which may affect
their status as an Independent Directors during the year. In
the opinion of the Board of Directors, all the Independent
Directors has fulfilled the criteria of independence as
provided under the Companies Act, 2013, and SEBI (LODR)
Regulations, 2015 and that they are independent of the
management.

None of the Directors of the Company are disqualified for being
appointed as Directors as specified under Section 164 of the
Companies Act, 2013 read with Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

The Board of Directors and Senior Management Personnel of the
Company have affirmed that they have complied with the Code of
Conduct for the Financial Year 31st March, 2025.

The Senior Management Personnel also declared that they did not
have any personal interest in any material, financial and commercial
transactions which may have a potential conflict with the interest of
the Company at large, during the Financial Year ended on 31st
March, 2025.

14. MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the
FY 2024-25 and the gap between two consecutive board meetings
was within the statutory limit. The details of the number of meetings
held and attended by each Director are provided in the Corporate
Governance Report, which forms part of this Report.

15. PERFORMANCE EVALUATION OF BOARD

Pursuant to Regulation 17 of the SEBI (LODR) Regulations, 2015
read with Schedule IV of the Companies Act, 2013, a formal
evaluation of Board''s performance and that of its Committees and
individual directors had been done. A structured questionnaire
performance evaluation forms were prepared after taking into
consideration, the various aspects of the Board functioning,
composition of the Board and its Committees, culture, execution
and performance of specific duties, obligations and governance.
The forms were circulated to all the Directors.

The Independent Directors at their meeting held on
February 07, 2025 evaluated performance of the Chairman
and non-independent directors of the Company. The Directors
expressed their satisfaction with the evaluation process.

The Board has carried out and completed the performance
evaluation of all the Independent Directors. The performance
evaluation of the Chairman and the Non-Independent Directors
was also carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.

16. COMMITTEES OF THE BOARD

The Board of Directors of the Company had constituted various
Committees and approved their terms of reference / role in
compliance with the provisions of the Companies Act, 2013
and Listing Regulations viz. Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee,
CSR Committee, Vigil Mechanism Committee and Risk
Management Committee. The members of the Audit Committee
are financial literate and have experience in financial management.
The composition of the Committees as given in the Corporate
Governance Report is in accordance with applicable provisions
of the Companies Act, 2013, Rules thereunder and Listing
Regulations.

17. NOMINATION AND REMUNERATION POLICY, AND BOARD
DIVERSITY POLICY

The Board of Directors have framed a Nomination and Remuneration
Policy which lays down a framework in relation to appointment and
remuneration of Directors, Key Managerial Personnel and Senior
Management Personnel of the Company.

The Board of Directors have also framed Board Diversity Policy.
The policies are available on the Company''s website at https://
www.garwarehitechfilms.com/investor-desk/policies-of-company

18. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board
of Directors, to the best of their knowledge and ability confirm that:

a) In the preparation of the annual accounts for the year ended
March 31,2025, the applicable Indian Accounting Standards
have been followed and there are no material departures from
the same.

b) 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 as at March 31, 2025
and of the profit of the Company for the year ended on that
date;

c) They have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud
and other irregularities;

d) They have prepared the annual accounts on a âgoing concern''
basis;

e) They have laid down internal financial controls to be followed
by the Company and such internal financial controls are
adequate and operating effectively and

f) They have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

19. FUTURE OUTLOOK

The Company continues to strengthen its position in both domestic
and international markets. Our focus on robust R&D, continuously
adding the products we offer to the customers and enhanced sales
and marketing efforts are yielding positive results.

In the domestic market, company has launched a wide variety of
products in both Paint Protection Films (PPF) and Sun Control
Segments. PPF basket now offers a full range of colors. Sun
Control segment also witnessed new products like Spectrally
Selective Films and different types of safety and security films.
These products have shown strong business traction, offering a
promising outlook for the future.

While current tariff conditions present certain challenges, we are
confident that our vertically integrated manufacturing capabilities
will help to mitigate these risks effectively.

The strategic focus on architecture business is also providing new
opportunities in all the geographies.

20. RESEARCH & DEVELOPMENT

Company''s R&D Centre is accredited by the Department of
Scientific and Industrial Research, Ministry of Science and
Technology, Government of India for decades. The Company is
a Pioneer and leader in development of new products and new
applications for BOPET Films and Solar Control Window Films,
Lidding Films and Paint Protective Film (PPF) for Automobile.

In last one year, our company has launched colored PPF, Headlight
PPF, Spectrally Selective Films, and wide range of Safety and
Security Films as part of innovation and sustainability.

Functioning of R&D Centre

The R&D Centre is well equipped with qualified and experienced
technical experts and scientists with adequate lab and measuring
equipment/s and pilot scale plant/s to develop application-oriented
processes and product developments using the available R&D
facility.

21. INFORMATION TECHNOLOGY

â¢ Digital Transformation: Implementation of integrated
advanced analytics and digital tools to support manufacturing
processes and supply chain management integrating with
Business applications.

â¢ Customer Engagement: Development of digital platforms to
improve customer interactions and service delivery.

â¢ Enterprise Resource Planning (ERP): Upgradation of ERP
systems to integrate various business functions and improve
decision-making processes.

â¢ Digital Collaboration: Utilization of digital platforms to
facilitate collaboration across global teams and streamline
project management.

â¢ IT Infrastructure Enhancement: Upgrading IT infrastructure
to support scalability and ensure robust data management.

22. AWARDS AND RECOGNITIONS

During the year, the Company won

â¢ GHFL''s Architectural Film received the âGreenPro Ecolabel
Certificationâ as a Green Product by IGBC-CII in March 2025.

â¢ The âInternational Sustainability and Carbon Certificationâ i.e.
ISCC PLUS Certification from M/s Alcumus ISOQAR Ltd. in
the month of NOV''2024 for both Waluj & Chikalthana Plant.

23. HUMAN RESOURCE DEVELOPMENT

Our company Human resource team is well aligned with
Company''s Vision, Mission, Strategy, Goals & Objectives and has
facilitated interventions to Build High Performance Organization
by Strengthening our Competitiveness, Capacity, Competence
& Culture. We strive to be the best in People Management &
Community Engagement Practices within the Industry.

During the year, Company''s Human Resources Team has
proficiently worked upon various Talent Management Programs
to Acquire, Develop & Retain the Right Talent. It has enabled us
building strong chain of Leadership through Internal Succession
Planning process and by onboarding competent leaders from
similar as well as diverse domains.

Our Talent Development approach is holistic and covers Technical,
Functional, Safety, Behavioral and Leadership Development
Interventions. During the year we invested over 2739 man-days
in total with more focus on Experiential Learning like On-The-
Job training, Health & Safety Mindset, Cross-Functional working
exposure. Our Learning & Development strategy aim to remain
Competitive in the context of our Products, Processes & People.

At GHFL, we prioritize the well-being of our employees. Throughout
the year, we''ve implemented initiatives to support their physical,
mental, and emotional health. This includes expanded mental
health support, flexible work arrangements, onsite wellness
programs, and financial wellness resources. Our goal is to create
a supportive work environment where employees can thrive both
personally and professionally.

Our Culture & People Value System of âCaring, Sharing, Trust and
Respectâ was well reflected in various HR Interventions during the
year. We encouraged open dialogue & communication across all
levels of the organization and have fostered a Customer Oriented-
Performance driven work environment. We empowered our people
to apply innovation & creativity while delivering their best to the
common goal. Rewards & Recognition from the Top Management
has further enhanced the motivation & commitment level of
employees to contribute their best.

Making a positive impact goes beyond our business goals. At GHFL,
we are committed to giving back to our communities. Throughout
the year, GHFL family has actively contributed towards this noble
cause by enabling development in key areas of our society,
contributed to charitable causes, and championed sustainability
initiatives. These efforts reflect our dedication to being responsible
corporate citizens and contributing to the greater good.

This is reflected in our Retention Rate of 96.2% with Voluntary
Attrition Rate of 3.8% during the year.

24. INDUSTRIAL RELATIONS

The relations between the Employees and the Management
remained cordial during the year under review. The Directors wish
to place on record their appreciation of the contribution made by the
Employees at all levels.

Harmonious Industrial Relations has always been a key strength of
our organization.

Open Communication Channel has given a voice to every single
employee to express up to the level of Top Management.

Respect to diversified categories of workforce, uniformity in welfare
interventions and one to one connect between employees with their
managers has been instrumental in providing Happy, Inclusive &
Harmonious work environment to our people.

25. MANUFACTURING AND QUALITY INITIATIVES

The Company has adopted an integrated Quality Management
System that encompasses Total Quality Management (TQM),
Total Productive Maintenance (TPM), Lean Manufacturing, and
Six Sigma methodologies. To ensure the effectiveness of these
systems, external professionals are regularly engaged to conduct
audits and provide independent evaluations.

In line with our commitment to excellence and sustainability, the
Company recently received GreenPro certification, along with Sun
Film certifications - NFRC showcasing higher benchmarks when
compared to peers. Additionally, now our products also comply with
ASTM standards across both sun control and safety categories.

These achievements show our commitment towards delivering
superior quality solutions that prioritize customer satisfaction and
environmental responsibility.

26. SAFETY, HEALTH & ENVIRONMENTAL PROTECTION

Being a Responsible Corporate Citizen, your Company has
regularly undertaken various initiatives for the continual
improvement in Health, Safety and Environment (HSE) at the
works and surrounding areas. We are committed to provide safety
and healthy work place for all inside the factory. We have been
helping the neighborhood with our HSE expertise every now and
then. This has been well recognized by the local and government
authorities.

sprinkler systems, fire detection systems have been completed to
deal with any emergency inside the plant. Various technological
interventions like online incident reporting system, online safety
observations systems have been put in place to increase visibility
of safety efforts.

The Company has developed green belt (increased from 30% to
36% of open land) also developed in-house nursery to have sapling
inhouse for new plantation. New equipment and upgrade of effluent
treatment facility has helped us in improving our environment
management standards. We have recently created facilities for
water conservation and created a farm pond inside the plant for
conserving rain water up to 5000 cubic meter.

The company has implemented extended producer responsibility
(EPR) for plastic packing as per CPCB guideline and complying to
all the EPR guidelines.

The company has implemented various digitization projects to
reach out to everyone and make safety and health a real grassroot
movement.

The Company is a recipient of various safety laurels from the
Regulatory Authorities at the National & State level (DG-FASALI)
Govt. of India and National Safety Council- Maharashtra Chapter
as stated above during the year. Security system has been
upgraded, like awareness training, evacuation drills to meet the
new challenges. A central CCTV control room has been setup.
New fire engines added in the fleet have enhanced the existing
emergency preparedness. Our fire Engines have played a major
role in maintaining safety and fighting fires in the local vicinity where
the manufacturing plants are situated as mutual aid agreements.

27. UNCLAIMED DIVIDEND AND SHARES

The Company is in compliance with provisions of Section 125
of the Companies Act 2013, along with relevant applicable rules
and circulars issued therein from time to time by the Ministry of
Corporate Affairs.

During the year the Company has transferred an amount of '' 6.22
Lakhs dividend for the FY 2016-17 and 82,825 shares with respect
to said dividend, which have remained unpaid or unclaimed for a
period of 7 (seven) years, to IEPF Authority.

A detailed disclosure with regard to the IEPF related activities
during the year under review forms part of the report on Corporate
Governance.

28. NODAL OFFICER

Mr. Awaneesh Srivastava, President Company Secretary & Legal
acts as the Nodal Officer for the purpose of verification of claims
filed with the Company in terms of IEPF Rules and for co-ordination
with the IEPF Authority. The said details are also available on the
website of the Company www.garwarehitechfilms.com

29. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
AND OTHER DETAILS

The Company''s policy on Directors'' appointment and remuneration
and other matters provided in Section 178(3) of the Act has been
disclosed in the corporate governance report, which forms part of
the Directors'' Report.

The said Policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the
criteria for appointment & re-appointment of Directors on the Board
of the Company and persons holding Senior Management positions
in the Company, including their remuneration and other matters as
provided under Section 178 of the Act and Listing Regulations.

The Policy is also available on the website of the Company https://
www.garwarehitechfilms.com/investor-desk/policies-of-company.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System commensurate with
the size, scale and complexity of its operations and well documented
procedures for various processes which are periodically reviewed
for changes warranted due to business needs. The Internal Auditor
continuously monitors the efficiency of the internal controls /
compliance with the objective of providing to Audit Committee and
the Board of Directors, an independent, objective and reasonable
assurance of the adequacy and effectiveness of the organisation''s
risk management, control and governance processes. This system
of internal control facilitates effective compliance of Section 138 of
the Act and the Listing Regulations.

To maintain its objectivity and independence, the Internal Auditor
reports to the Chairman of the Audit Committee. The Internal Auditor
monitors and evaluates the efficiency and adequacy of the internal
control system with reference to the Internal Financial Control.
Based on the report of internal auditor, process owners undertake
corrective actions in their respective areas and thereby strengthen
the controls. Significant audit observations and corrective actions
thereon are presented to the Audit Committee. During the year
under review, no reportable material weakness in the operation
was observed. Regular audit and review processes ensure that
such systems are reinforced on an ongoing basis.

31. AUDITORS AND THEIR REPORTS

A. Statutory Auditors

At the 67^th Annual General meeting (AGM), the members of
the Company have appointed M/s. V Sankar Aiyer & Co. (FRN:
109208W), Chartered Accountants, as the Statutory Auditors
of the Company for a period of 5 years, until the conclusion of
the 72^nd Annual General Meeting of the Company.

Further, the members of the Company at 65th Annual
General Meeting, have appointed M/s. Kirtane & Pandit LLP
(FRN: 105215W/W100057), Chartered Accountants, as Joint
Statutory Auditors of the Company for a period of 3 years,
accordingly, the term of joint statutory Auditor is completing
at the conclusion of the 68th Annual General Meeting (AGM).
The Board of Directors of the Company has approved and
recommended to the shareholders for Appointment of
M/s J.H. Mehta & Co., Chartered Accountants (Firm
Registration No. 106227W), as Joint Statutory Auditors of
the Company for a term of three (3) consecutive years from
the conclusion of ensuing 68^th Annual General Meeting till the
conclusion of the 71^st Annual General Meeting to be held in
the year 2028, in place of retiring Joint Statutory Auditors of
the Company namely M/ s Kirtane & Pandit LLP, Chartered
Accountants (Firm Registration No. 105215W/W10057),
whose term completes/end at the conclusion of the ensuing
68^th Annual General Meeting (âAGMâ) of the Company.

The Auditor''s Report on the Standalone and Consolidated
Financial Statements of the Company for the Financial
Year 2024-25 as submitted by the Statutory Auditors of the
Company did not contain any qualifications, reservation,
adverse remarks. The Notes on the Financial Statement
referred to in the Auditors'' Report are self-explanatory and do
not call for any further comments.

There have been no instances of fraud reported by the
Auditors under Section 143(12) of the Act and Rules
framed thereunder either to the Company or to the Central
Government.

B. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act,
2013 and on the recommendation of the Audit Committee M/s.
Deloitte Touche Tohmatsu India, LLP, Chartered Accountants
were appointed as Internal Auditors of the Company.

C. Cost Auditor

As per the requirement of central government and pursuant
to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Rules, 2014 as amended
from time to time, M/s. B. R. Chandak & Co., Cost Accountants
(Firm Registration No. 100380), Chhatrapati Sambhajinagar
(Aurangabad) was re-appointed as Cost Auditors to conduct
the audit of the cost records of the Company for the financial
year ended 31st March, 2025. This Cost Audit Report for
the financial year 2024-25 will be submitted to the Central
Government within the prescribed timelines.

The Board of Directors on the recommendation of the Audit
Committee, has re-appointed M/s. B. R. Chandak & Co., Cost
Accountants (Firm Registration No. 100380), Chhatrapati
Sambhajinagar (Aurangabad) as Cost Auditors to conduct
the audit of the cost records of the Company for the financial
year ending 31st March, 2026, subject to ratification of the
remuneration by the Members of the Company at ensuing
68th Annual General Meeting of the Company.

D. Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has obtained the Secretarial
Audit Report for the financial year ended March 31, 2025
from M/s. Manish Ghia & Associates, Company Secretaries,
Practicing Company Secretaries, Mumbai and it is annexed
as âAnnexure IVâ to this Report.

The secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

During the financial year 2024-25 the Secretarial Auditors had
not reported any matter u/s 143(12) of the Act, therefore no
details are required to be disclosed u/s 134(3) (ca) of the Act.

The Board of Directors under section 204(1) of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Management Personnel) Rules, 2014 and
Regulation 24A of SEBI Listing Regulations, has appointed
M/s. Manish Ghia & Associates, Company Secretaries,
Mumbai (Firm Registration No. P2006MH007100) to conduct
secretarial audit of the Company for a period of five (5)
consecutive years from FY 2025-26 to FY 2029-30 subject to
the approval of shareholders of the Company at the ensuing
Annual General Meeting.

E. Secretarial standards

During the year 2024-25, the Company has complied with
applicable Secretarial Standards issued by the Institute of the
Company Secretaries of India.

32. COMPLIANCE MANAGEMENT

The company has in place a comprehensive and robust legal
compliance management digital tool, which is devised to ensure
compliance with all the applicable laws.

33. RISK MANAGEMENT

The Board of Directors of the Company has formed a risk
management committee to frame, implement and monitor the
risk management plan for the Company. The committee is

responsible for reviewing the risk management plan and ensuring
its effectiveness. The Board has laid down a Risk Management
Policy and has also established a dedicated Risk Management
Committee, governed by the Board of Directors, to make persistent
efforts for identifying various types of risks, laying mitigation
measures, monitoring, and defining future action plan. The audit
committee has additional oversight in the area of financial risks
and controls. Geo-political situations lin middle east and eastern
Europe further forced global businesses to revisit their operations,
delivery, supply chains and contractual aspects. Operating in
an uncertain and ever-changing environment, our Company''s
robust enterprise risk management framework aids in ensuring
the strategic objectives are achieved. Major risks identified by the
businesses and functions are systematically addressed through
mitigating actions on a continuing basis.

The development and implementation of risk management policy
has been covered in the management discussion and analysis,
which forms part of this report.

34. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been
disclosed in the financial statements.

35. RELATED PARTY TRANSACTIONS (âRPTSâ)

All the transactions entered with related parties during the financial
year were on arm''s length basis in the ordinary course of business.
The Audit Committee had granted omnibus approval for the
transactions (which are repetitive in nature) and the same were
reviewed and approved by the Board.

There were no material significant transactions with related parties
during the financial year 2024-25 which were in conflict with the
interest of the Company. The Directors would like to draw the
attention of the members to Note No.30 to the financial statement
which sets out related party disclosure.

Pursuant to the provision of Section 134(3)(h) of the Companies
Act, 2013, Form AOC-2 is not applicable to the Company.

36. CORPORATE SOCIAL RESPONSIBILITY

The expenditure on Corporate Social Responsibility (CSR) incurred
by your Company during the financial year 2024-25 was '' 400.00
Lakhs (2% of the average net profits of last three financial years) on
CSR activities. The detailed report on the CSR activities is annexed
as âAnnexure Iâ and forms part of this Report.

The CSR initiatives of your Company were under the thrust areas
of health & hygiene, education, old age home for disabled people
and Rehabilitation of Distressed / Depressed people.

The constitution of the CSR Committee and its terms of reference are
more particularly stated in the Corporate Governance Report which
forms a part of this Report. CSR Policy of the Company is available
on the website of the Company at www.garwarehitechfilms.com

37. ANNUAL RETURN

As per provisions of Section 92 (3) and 134(3)(a) of the Act read
with Rule 12 of the Companies (Management and Administration)
Rules, 2014 as amended from time to time, the copy of the Annual
Return in the Form MGT-7 is being available on website of your
Company at: https://www.garwarehitechfilms.com/investor-desk/
annual-reports-and-returns

38. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

During the year, 3 Directors & 3 Employees (2 employees were for
part of the year) were in receipt of remuneration of '' 1.02 Crore
per annum or more amounting to '' 29.25 Crores out of which

two directors were relative(s) of Dr. S. B. Garware Chairman
& Managing Director of the Company. During the year, the
Company had 947 (Previous Year 885) permanent employees.
The information required under Section 197(12) of the Companies
Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 for the year ended March 31,
2025 is given in a separate âAnnexure IIâ to this Report.

39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

Pursuant to the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013,
during the year under review, there were no cases filed and there
were NIL Complaint received. The Company has constituted
the Internal Complaint Committee under Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

The Company has zero tolerance towards sexual harassment at
workplace and has adopted a policy to abide by letter and spirit
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made thereunder. The Company has Internal Complaints
Committee (ICC) to redress the complaints of sexual harassment.
During the year, Company has not received any complaint of sexual
harassment.

Disclosures in relation to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Number of complaints filed during the financial year	Nil
Number of complaints disposed of during the financial	Nil
year
Number of complaints pending as on end of the financial	Nil
year

40. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION
AND ANALYSIS REPORTS

The Company has implemented procedures and adopted practices
in conformity with the code of Corporate Governance under SEBI
(LODR) Regulations, 2015. The Company has implemented
Code of Conduct for all its Executive Directors and Senior
Management Personnel, Non-Executive Non-Independent Directors
and Independent Directors, who have affirmed compliance thereto.
The said Codes of Conduct have been posted on the website of
the Company. The Management Discussion and Analysis Report
and Corporate Governance Report, appearing elsewhere in this
Annual Report forms part of the Board''s Report. A certificate from
the Practising Company Secretary certifying the compliance of
conditions of Corporate Governance is also annexed hereto.

41. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which aligns with the
whistle blower policy in terms of the Listing regulations. Protected
disclosures can be made by a whistle blower through an e-mail, or
dedicated telephone line or a letter to the Chairman of the Audit
Committee. No complaints were received under whistle blower
mechanism during the year under review.

The Policy on vigil mechanism and whistle blower policy is available
on the Company''s website at the www.garwarehitechfilms.com.

42. DEPOSITS / LOANS FROM DIRECTORS

The Company has not accepted any deposits from public and as
such, no amount on account of principal or interest on deposits
from public was outstanding as on the date of the balance sheet.
Further, your Company has not accepted any deposit or any loan
from the directors during the year under review.

43. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to
be disclosed under the Act, are provided in âAnnexure IIIâ to this
Report.

44. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant / material orders
were passed by the regulators or the Courts or the Tribunals
impacting the going concern status and the Company''s operations
in future.

45. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In Compliance with Regulation 34 of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, Business
Responsibility and Sustainability Report is attached and is a part of
this Annual Report as set out in âAnnexure Vâ of this report.

46. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016)

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the details of
application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year along with
their status as at the end of the financial year is not applicable.

47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF.

The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime settlement and
the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof, is not applicable.

48. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation
for the wholehearted co-operation received by the Company
from the various departments of the Central & State Governments,
Company''s Bankers and Financial & Investment Institutions and
shareholders of the Company during the period under review.

For and on behalf of the Board of Directors

Dr. S. B. GARWARE

Chairman & Managing Director
DIN: 00943822

Place: Mumbai
Date: May 14, 2025

Mar 31, 2024

The Directors present the 67th Annual Report of Garware Hi-Tech Films Limited (the Company or GHFL) along with the Audited Financial Statement for the year ended March 31,2024.

1) FINANCIAL RESULTS

('' in Crore)
Particulars	Standalone		Consolidated
Financial Year	2023-24	2022-23	2023-24	2022-23
Operating Profit before interest & Depreciation	288.19	242.64	321.05	269.35
Less: Finance Cost	(10.10)	(15.31)	(1178)	(16.99)
Depreciation	(38.16)	(31.69)	(39.02)	(32.41)
Profit before tax	239.93	195.64	270.25	219.95
Provision for Income Tax	59.00	48.04	66.96	53.81
Profit After Tax	180.93	147.60	203.29	166.14
Other Comprehensive income (Net of Tax)	7.51	1.14	8.92	2.03
Total Comprehensive Income	188.44	148.74	212.21	168.17
Opening balance in Retained Earnings	826.51	702.86	866.66	724.46
Closing Balance in Retained Earnings	982.04	826.51	1,044.55	866.66

2) DIVIDEND

The Directors are pleased to recommend a Dividend of '' 10 per equity share of face value of '' 10/- each (100%) for the financial year ended March 31, 2024 on paid-up share capital of the Company.

The Dividend is subject to the approval of the Members at the 67th Annual General Meeting. The dividend of '' 10/- per equity share of '' 10/- each will amount to '' 23.23 Crore.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly,

the Company shall make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is available on the Company''s website at https://www.garwarehitechfilms.com/ investor/policies-of-company/.

3) TRANSFER TO RESERVES

The Company does not propose to transfer any amount to General Reserve.

4)	COMPANYâS PERFORMANCE ('' in Crore)
	Particulars	Standalone			Consolidated
	Financial Year	2023-24	2022-23	Change	2023-24	2022-23	Change
	Revenue from Operation	1581.65	1,311.24	21%	1677.02	1,438.01	17%
	Earnings before interest, tax, depreciation, and amortization (EBITDA)	288.19	242.64	19%	321.05	269.35	19%
	Profit After Tax (PAT)	180.93	147.60	23%	203.29	166.14	22%
	Total Comprehensive Income	188.44	148.74	27%	212.21	168.17	26%
	Earnings per equity shares of '' 10 each	77.88	63.53	23%	87.50	71.51	22%

5) STATE OF COMPANYâS AFFAIRS AND BUSINESS REVIEW

The details of the Company''s affairs, including its operations are more specifically given in the Management Discussion and Analysis Report, which forms part of this Report.

6) SHARE CAPITAL

The paid-up Equity Share Capital as of March 31, 2024 stood at '' 23.23 Crore. During the year, there was no change in the Share Capital of the Company. The Company neither issued any shares nor has granted any Stock Options or any Sweat Equity Shares during the year.

7) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material change/commitment affecting the financial position of the Company during the period from the end of the financial year on March 31, 2024 to the date of this Report. There has been no change in the nature of business of the Company.

8) OPERATIONS

The Company''s Standalone Profit before tax increased by 23 % on account of higher sales volume of PPF and Sun control Film along with reduction in finance cost on account of prepayment of Term loans.

9) FUTURE OUTLOOK

The Company is continuously improving its position in Domestic market as well as in International market. Strong R&D and Launch of New products along with increased Sales and Marketing effort is paying its return. Products like Rooftop series, Spectrally Selective Films external and internal for Architectural use. Newly launched Titanium, Matt, Black and White Paint Protection Films help in continuous growth in PPF business.

10) RESEARCH & DEVELOPMENT

Company''s R&D Centre is accredited by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India for decades. The Company is an aggressive leader in development of new products and new applications for BOPET Films and Solar Control Window Films, Lidding Films and Paint Protective Film (PPF) for Automobile.

Functioning of R&D Centre

The R&D Centre is well equipped with qualified and experienced Technical experts and scientists with adequate lab and measuring equipment/s and pilot scale plant/s to develop application-oriented processes and product developments using the available R&D facility.

11) INFORMATION TECHNOLOGY

â¢ The Company has progressed in implementing the digital transformation initiatives through SAP, IOT & application-based platforms i.e., Improving Compliance tools, Automation of MIS reports, addressing the Audit reports, remote tracking of Power consumption etc.,

â¢ The Company has implemented Digitization initiatives at Production area i.e., scanning based inventory tracking, Generating the Barcode labels, under development& progressing on the logistics scanning process at the time goods picking & Loading.

â¢ The Company has initiated the Process of TUV Certification Audits for ISMS: ISO 27001 which is under progress.

â¢ The Company has initiated the process of enhancing the Backup systems & strengthening the strategies on Cybersecurity space.

â¢ The Company initiated the development of Sales & marketing Dashboards leveraging the technology of Microsoft Power BI under progress.

â¢ The Company is in the process of exploring the new Initiatives from the business side to enhance the technology towards Digitalization perspective i.e., DMS Solutions (Document Management System), SAP CRM, Digitizing the Gate

Entry Process, Intranet solutions for the internal employee communications.

â¢ The Company has implemented Digitization of Visiting Cards for the sales & marketing for easy identification of Customer Visiting cards.

â¢ The Company has implemented an online Work permit system for the Safety of employees while performing Maintenance activities.

â¢ The Company has completed Implementation of online solution for managing the Guest house feedback.

â¢ The Company has implemented the PPF Application studio business process in the SAP system.

â¢ The Company has upgraded its internet connectivity services at all locations for fast and effective communication and upgraded its Firewall System for Cyber security.

â¢ The Company has migrated the old PF system FoxPro based application to Cloud based solutions-Auto sends the PF monthly statement through SMS.

â¢ The Company has installed state of the art CCTV Monitoring and controlling system with centralized monitoring and recording of CCTV surveillance systems for all the production facilities and required premises.

12) AWARDS AND RECOGNITIONS

During the year, the Company won the âCII Technology Conclave & Innovation Awards 2023â, New Delhi in the month of December 2023.

13) HUMAN RESOURCE DEVELOPMENT

Our Company''s Human resource team is well aligned with Company''s Vision, Mission, Strategy, Goals & Objectives and has facilitated interventions to Build High Performance Organization by Strengthening our Competitiveness, Capacity, Competence & Culture. We strive to be the best in People Management & Community Engagement Practices within the Industry.

During the year, Company''s Human Resources Team has proficiently worked upon various Talent Management Programs to Acquire, Develop & Retain the Right Talent. It has enabled us building strong chain of Leadership through Internal Succession Planning process and by onboarding competent leaders from similar as well as diverse domains.

Our Talent Development approach is holistic and covers Technical, Functional, Safety, Behavioral and Leadership Development Interventions. During the year we invested over 1013 man-days in total with more focus on Experiential Learning like On-The-Job training, Health & Safety Mindset, Cross-Functional working exposure. Our Learning & Development strategy aim to remain Competitive in the context of our Products, Processes & People.

At GHFL, we prioritize the well-being of our employees. Throughout the year, we''ve implemented initiatives to support their physical, mental, and emotional health. This includes expanded mental health support, flexible work arrangements, onsite wellness programs, and financial wellness resources. Our goal is to create a supportive work environment where employees can thrive both personally and professionally.

Performance driven work environment. We empowered our people to apply innovation & creativity while delivering their best to the common goal. Rewards & Recognition from the Top Management has further enhanced the motivation & commitment level of employees to contribute their best.

Making a positive impact goes beyond our business goals. At GHFL, we are committed to giving back to our communities. Throughout the year, GHFL family has actively contributed towards this noble cause by enabling development in key areas of our society, contributed to charitable causes, and championed sustainability initiatives. These efforts reflect our dedication to being responsible corporate citizens and contributing to the greater good.

This is reflected in our Retention Rate of 96.2% with Voluntary Attrition Rate of 3.8% during the year.

14) MANUFACTURING AND QUALITY INITIATIVES

The Company has adopted an integrated approach of Quality Management systems comprises of TQM, TPM, Lean and six sigma. The external professionals are also appointed to audit the effectiveness of the systems put in place. The quality culture of your Company ensures that the products are bench marked as best in class by the customers.

The upgradation of plant and machinery helped Company to establish its capacity with appropriate quality and improved reliability.

15) SUBSIDIARY COMPANIES

The Company has two subsidiaries as on March 31, 2024.

1. Garware Hi-Tech Films International Limited

2. Global Hi-Tech Films Inc

16) SAFETY, HEALTH & ENVIRONMENTAL PROTECTION

Being a Responsible Corporate Citizen, your Company has regularly undertaken various initiatives for the continual improvement in Health, Safety and Environment (HSE) at the works and surrounding areas. We are committed to provide safety and healthy work place for all inside the factory. We have been helping the neighborhood with our HSE expertise every now and then. This has been well recognized by the local and government authorities.

Some of the prominent regular activities include-Safety audits of Thermic Fluid system and Electrical System by external expertise, HAZOP study of the process, Internal Safety survey of Plants, Field Safety round, monthly Safety review meetings, EMS review, training and periodical HSE inspections, schemes on the efficient usage of energy and the conservation of natural resources, activities for the enhancement of employee participation in HSE, emergency mock drills and the support in emergency management operations at public places. The safety performance is reviewed on monthly basis by the management safety committee involving all departments and their charges. Various initiatives like provision of centralised fire detection, expansion of fire water network, provision of fire sprinkler systems, fire detection systems have been completed to deal with any emergency inside the plant. Various technological interventions like online incident reporting system, online safety observations systems have been put in place

to increase visibility of safety efforts. The Company has been free from lost time incident for more than 1600 days as of now.

The Company has developed green belt (increased from 30% to 36% of open land) also developed in-house nursery to have sapling inhouse for new plantation. New equipment and upgrade of effluent treatment facility has helped us in improving our environment management standards. We have recently created facilities for water conservation and created a farm pond inside the plant for conserving rain water up to 5000 cubic meter.

The company has implemented extended producer responsibility (EPR) for plastic packing as per CPCB guideline.

The Company is a recipient of various safety laurels from the Regulatory Authorities at the National & State level (DG-FASALI) Govt. of India and National Safety Council- Maharashtra Chapter as stated above during the year. Security system has been upgraded, like awareness training, evacuation drills to meet the new challenges. A central CCTV control room has been setup. New fire engines added in the fleet have enhanced the existing emergency preparedness. Our fire Engines have played a major role in maintaining safety and fighting fires in the local vicinity where the manufacturing plants are situated as mutual aid agreements.

17) DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

a) In the preparation of the annual accounts for the year ended March 31,2024, the applicable Indian Accounting Standards have been followed and there are no material departures from the same.

b) They have selected such accounting policies and applied 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a âgoing concern'' basis;

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18) DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment/Resignation/cessation of Director:

During the financial year, Mr. Uday V. Joshi (DIN: 09753984), Whole Time Director of the Company, ceased from his directorship in the Company with effect from October 17, 2023. Mr. Joshi was a member of the Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Vigil Mechanism Committee of the Board, consequent to his retirement he also ceased to be a member of these Committees.

Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on May 26, 2023 for re-appointment of Mr. Vivekanand Heroor Kamath (DIN:07260441), as an Independent Director for a Second Term of 5 (Five) consecutive years, subject to the approval of the members of the Company. Subsequently the members of the Company by passing a special resolution through postal ballot approved the re-appointment of Mr. Vivekanand Heroor Kamath (DIN:07260441) as an Independent Director of the Company for a Second Term of 5 (Five) consecutive years.

Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on August 11, 2023 approved the appointment of Mr. Mohan Sitaram Adsul (DIN: 09753984) with effect from August 11, 2023 as an Additional Director and Whole-Time Director of the Company for a period of 3 (Three) years, subject to the approval of the members of the Company. Subsequently the members of the Company passed a special resolution in the Annual General Meeting and approved the appointment of Mr. Mohan Sitaram Adsul (DIN: 09753984) as Whole-Time Director of the Company for a period of 3 (Three) years.

B. Appointment and Cessation of Independent Directors:

Mr. Tushar M. Parikh (DIN: 00049287), Dr. Mahesh

C. Agarwal (DIN: 02595878) and Mr. Ramesh P. Makhija (DIN: 00209869) have completed their second term as Independent Director(s) of the Company and consequently ceased as Director(s) of the Company from the closure of business hours on March 31, 2024.

Mr. Manoj K. Sonawala (DIN: 00235168), Mr. Deepak N. Chawla (DIN: 10497108) and Dr. Nayan J. Rawal (DIN: 00184945), were appointed as Additional Director(s) in the category of Non-Executive and Independent Director(s) of the Company for first term of 5 (five) consecutive years, with effect from April 01, 2024 to March 31, 2029 by the Board of Directors of the Company and subsequently, the members of the Company has approved and regularised their appointment as Director(s) in the category of Non-Executive and Independent Director(s) of the Company through postal Ballot process completed on May 07, 2024.

The composition of the Board of Directors and its committees, is in accordance with provisions of the companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

C. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Sarita Garware Ramsay of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

Her brief profile and other details as required under the Act and the Listing Regulations for her re-appointment as Director is provided in the Notes to the Notice of 67th Annual General Meeting of the Company.

D. Key Managerial Personnel:

The Company has complied with the requirements of having Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013.

Shri S. B. Garware - Chairman & Managing Director, Ms. Monika Garware - Vice Chairperson & Jt. Managing Director, Mrs. Sarita Garware Ramsay - Joint Managing Director, Mr. Mohan Sitaram Adsul-Whole Time Director, Mr. Pradeep Mehta - Chief Financial Officer (CFO) and Mr. Awaneesh Srivastava - Company Secretary & Vice President (Legal), are the Key Managerial Personnel of the Company.

F. Independent Directors declaration:

Pursuant to the provisions of Section 149 of the Act, all the Independent Directors of the Company have submitted a declaration that each of them meets the criteria of independence as per provisions of the Companies Act, 2013, rules there under, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and there has been no change in the circumstances which may affect their status as an Independent Directors during the year. In the opinion of the Board of Directors, all the Independent Directors fulfil the criteria of independence as provided under the Act, rules made there under and the Listing Regulations and that they are independent of the management.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

19) MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the FY 2023-24 and the gap between two consecutive board meetings was within the statutory limit. The details of the number of meetings held and attended by each Director are provided in the Corporate Governance Report, which forms part of this Report.

20) PERFORMANCE EVALUATION OF BOARD

Pursuant to Regulation 17 of the Listing Regulations read with Schedule IV of the Act, a formal evaluation of Board''s performance and that of its Committees and individual directors had been done. A structured questionnaire was prepared after taking into consideration of the various aspects of the Board functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. Said structured questionnaire performance evaluation forms were circulated to all the Directors. Based on feedback, an evaluation Report was prepared and forwarded to the Chairman and the respective Director to maintain the confidentiality of the Report.

The Independent Directors at their meeting held on February 8, 2024 evaluated performance of the Chairman, non-independent directors of the Company. The Directors expressed their satisfaction with the evaluation process.

The Board has carried out and completed the performance evaluation of all the Independent Directors. The performance evaluation of the Chairman and the Non-Independent Directors was also carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

21) UNCLAIMED DIVIDEND AND SHARES

The Company is in compliance with provisions of Section 125 of the Companies Act 2013, along with relevant applicable rules and circulars issued there under from time to time by the Ministry of Corporate Affairs.

During the year the Company was not required to transfer any amount of dividend and shares with respect to said dividend, which have remained unpaid or unclaimed for a period of 7 (seven) years, to IEPF Authority.

22) POLICY ON DIRECTORSâ APPOINTMENT ANDREMUNERATION AND OTHER DETAILS

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Directors'' Report.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations.

The Policy is also available on the website of the Company www. garwarehitechfilms.com.

23) I NTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations and well documented procedures for various processes which are periodically reviewed for changes warranted due to business needs. The Internal Auditor continuously monitors the efficiency of the internal controls / compliance with the objective of providing to Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation''s risk management, control and governance processes. This system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system with reference to the Financial Statement. Based on the report of internal auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

24) COMMITTEES OF THE BOARD

The Board of Directors of the Company had constituted various Committees and approved their terms of reference / role in compliance with the provisions of the Companies Act, 2013 and Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee, Vigil Mechanism Committee and Risk Management Committee. The members of the Audit Committee are financial literate and have experience in financial management. The composition of the Committees as given in the Corporate Governance Report is in accordance with applicable provisions of the Companies Act, 2013, Rules thereunder and Listing Regulations.

25) AUDITORS AND THEIR REPORTS

A. Statutory Auditors

The members of the Company re-appointed M/s. Manubhai & Shah LLP (Firm Registration No. 106041W/W100136), Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years, accordingly, the said Statutory Auditors is retiring at the conclusion of the 67th

Annual General Meeting (âAGMâ).

*Therefore, the Board of Directors of the Company has approved and recommended to the shareholders for the appointment of M/s V. Sankar Aiyar & Co., Chartered Accountants (Firm Registration No. 109208W) as the Statutory Auditors of the Company for a term of five (5) consecutive years effective from the conclusion of ensuing 67th AGM till the conclusion of the 72nd AGM to be held in the year 2029. M/s V. Sankar Aiyar & Co., Chartered Accountants (Firm Registration No. 109208W) has consented to the said appointment and confirmed that their appointment, if made, would be in accordance with the provisions of Section 139 of the Act and that they are not disqualified within the meaning of Section 139 and 141 of the Act read with rules made thereunder and would be in conformity with the limits specified in the said Section.

Further, the members of the Company have re-appointed M/s. Kirtane & Pandit LLP (Firm Registration No. 105215W/ W100057), Chartered Accountants, as a Joint Statutory Auditors of the Company for a period of 3 years, until the conclusion of 68th Annual General Meeting of the Company.

The Auditor''s Report on the Standalone and Consolidated Financial Statements of the Company for the Financial Year 2023-24 as submitted by the Statutory Auditors of the Company did not contain any qualifications, reservation, adverse remarks or disclaimer. The Notes on the Financial Statement referred to in the Auditors'' Report are selfexplanatory and do not call for any further comments.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government

B. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and on the recommendation of the Audit Committee M/s. Deloitte Touche Tohmatsu India, LLP, Chartered Accountants were appointed as Internal Auditors of the Company.

C. Cost Auditor

M/s. B. R. Chandak & Co., Cost Accountants (Firm Registration No. 100380)., Cost Accountants, Chhatrapati Sambhajinagar (Aurangabad) was appointed as cost auditors to audit the cost accounts of the Company for financial year 2023-24.

D. Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended March 31, 2024 from M/s. Manish Ghia & Associates, Company Secretaries, Practicing Company Secretaries, Mumbai and it is annexed as âAnnexure IVâ to this Report.

During the financial year 2023-24 the Secretarial Auditors had not reported any matter u/s 143(12) of the Act, therefore no details are required to be disclosed u/s 134(3) (ca) of the Act.

The secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year 2023-24, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

26) RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Board has laid down a Risk Management Policy and has also established a dedicated Risk Management Committee, governed by the Board of Directors, to make persistent efforts for identifying various types of risks, laying mitigation measures, monitoring, and defining future action plan. The audit committee has additional oversight in the area of financial risks and controls. Geo-political situations like the Israel Hamas war have further forced global businesses to revisit their operations, delivery, supply chains and contractual aspects. Operating in an uncertain and ever-changing environment, our Company''s robust enterprise risk management framework aids in ensuring the strategic objectives are achieved. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

27) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

28) RELATED PARTY TRANSACTIONS (âRPTSâ)

All the transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The Audit Committee had given omnibus approval for the transactions (which are repetitive in nature) and the same were reviewed and approved by the Board. There were no material significant transactions with related parties during the financial year 2023-24 which were in conflict with the interest of the Company. The Directors would like to draw the attention of the members to Note No.30 to the financial statement which sets out related party disclosure.

Pursuant to the provision of Section 134(3)(h) of the Companies Act, 2013, Form AOC-2 is not applicable to the Company.

29) CORPORATE SOCIAL RESPONSIBILITY

The expenditure on Corporate Social Responsibility (CSR) incurred by your Company during the financial year 2023-24 was '' 368.00 Lakh (2 % of the average net profits of last three financial years) on CSR activities that does not include the expenses made on the activities carried out by the Garware Community Center and Garware Bal Bhawan. The detailed report on the CSR activities is annexed as âAnnexure Iâ and forms part of this Report.

The CSR initiatives of your Company were under the thrust areas of health & hygiene, education, old age home for disabled people and rehabilitation of distressed / depressed people.

The constitution of the CSR Committee and its terms of reference are more particularly stated in the Corporate Governance Report which forms a part of this Report. CSR Policy of the Company is available on the website of the Company at www.garwarehitechfilms.com

30) ANNUAL RETURN

As per provisions of Section 92 (3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the copy of the Annual Return in the Form MGT-7 is hosted on website of your Company at: https://www.garwarehitechfilms.com/investors/

31) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year, 3 Directors & 2 Employee were in receipt of remuneration of '' 1.02 Crore per annum or more amounting to '' 1,883.51 Lakhs out of which two directors were relative(s) of Shri S. B. Garware Chairman & Managing Director of the Company. During the year, the Company had 885 (Previous Year 852) permanent employees. The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31,2024 is given in a separate âAnnexure IIâ to this Report.

32) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review, there were no cases filed and there were NIL Complaint received. The Company has constituted the Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy to abide by letter and spirit requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has Internal Complaints Committee (ICC) to redress the complaints of sexual harassment. During the year, Company has not received any complaint of sexual harassment.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Number of complaints filed during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending as on end of the financial	Nil
year

33) CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

the Company. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Board''s Report. A certificate from the Practising Company Secretary of the Company certifying the compliance of conditions of Corporate Governance is also annexed hereto.

34) VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. No complaints were received under whistle blower mechanism during the year under review.

The Policy on vigil mechanism and whistle blower policy is available on the Company''s website at the www.garwarehitechfilms.com.

35) DEPOSITS / LOANS FROM DIRECTORS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Further, your Company has not accepted any deposit or any loan from the directors during the year under review.

36) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in âAnnexure IIIâ to this Report.

37) SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Company''s operations in future.

38) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report is attached and is a part of this Annual Report as set out in âAnnexure Vâ of this report.

39) INDUSTRIAL RELATIONS

The relations between the Employees and the Management remained cordial during the year under review. The Directors wish to place on record their appreciation of the contribution made by the Employees at all levels.

Harmonious Industrial Relations has always been a key strength of our organization.

Open Communication Policy has given a voice to every single employee to express up to the level of Top Management.

Respect to diversified categories of workforce, uniformity in welfare interventions and one to one connect between employees with their managers has been instrumental in providing Happy, Inclusive & Harmonious work environment to our people.

40) NODAL OFFICER

The Company has appointed Mr. Awaneesh Srivastava, Company Secretary as the Nodal Officer for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company www.garwarehitechfilms. com

41) THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

42) THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

43) ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the wholehearted co-operation received by the Company from the various departments of the Central & State Governments, Company''s Bankers and Financial & Investment Institutions during the period under review

Mar 31, 2023

DIRECTORSâ REPORT

To the Members,

The Directors present the 66th Annual Report of Garware Hi-Tech Films Limited (the Company or GHFL) along with the Audited Financial Statement
for the year ended March 31,2023.

1) FINANCIAL RESULTS

Particulars	Standalone		Consolidated
Financial Year	2022-23	2021-22	2022-23	2021-22
Operating Profit before interest & Depreciation	242.64	267.81	269.35	277.49
Less: Finance Cost	(15.31)	(17.15)	(16.99)	(18.24)
Depreciation	(31.69)	(28.07)	(32.41)	(28.19)
Profit before tax	195.64	222.59	219.95	231.06
Provision for Income Tax	(48.04)	(62.39)	(53.81)	(63.88)
Profit After Tax	147.60	160.20	166.14	167.18
Other Comprehensive income (Net of Tax)	1.14	3.48	1.14	3.48
Total Comprehensive Income	148.74	163.68	167.28	170.66
Opening balance in Retained Earnings	702.86	568.50	724.46	583.12
Closing Balance in Retained Earnings	826.51	702.86	866.66	724.46

2) DIVIDEND

4) COMPANYâS PERFORMANCE

Particulars	Standalone			Consolidated
Financial Year	2022-23	2021-22	Change	2022-23	2021-22	Change
Revenue from Operation	1,311.24	1,263.97	4%	1,438.01	1,302.63	10%
Earnings before interest, tax, depreciation, and amortization (EBITDA)	242.64	267.81	-9%	269.35	277.49	-3%
Profit After Tax (PAT)	147.60	160.20	-8%	166.14	167.18	-1%
Total Comprehensive Income	148.74	163.68	-9%	167.28	170.66	-2%
Earnings per equity shares of '' 10 each	63.53	68.96	-8%	71.51	71.96	-1%

5) STATE OF COMPANYâS AFFAIRS AND BUSINESS REVIEW

The details of the Companyâs affairs, including its operations are more specifically given in the Management Discussion and Analysis Report,
which forms part of this Report.

6) SHARE CAPITAL

The paid-up Equity Share Capital as at March 31,2023 stood at '' 23.23 Crore. During the year, there was no change in the Share Capital of the
Company. The Company neither issued any shares nor has granted any Stock Options or any Sweat Equity Shares during the year.

The Directors are pleased to recommend a Dividend of '' 10 per
equity share of face value of '' 10/- each (100%) for the financial year
ended March 31,2023 on paid-up share capital of the Company.

The Dividend is subject to the approval of the Members at the 66th
Annual General Meeting. The dividend of '' 10/- per equity share of
'' 10/- each will amount to '' 23.23 crores.

In view of the changes made under the Income Tax Act, 1961,
by the Finance Act, 2020, dividends paid or distributed by the
Company shall be taxable in the hands of the shareholders. The

Company shall, accordingly, make the payment of the final dividend
after deduction of tax at source.

The dividend recommended is in accordance with the Dividend
Distribution Policy of the Company. The Dividend Distribution
Policy, in terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âListing Regulationsâ) is available on the
Companyâs website at https://www.garwarehitechfilms.com/
investors/policies-of-company/.

3) TRANSFER TO RESERVES

The Company do not propose to transfer any amount to General
Reserve.

7) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There has been no material change/commitment affecting the
financial position of the Company during the period from the end of
the financial year on March 31,2023 to the date of this Report. There
has been no change in the nature of business of the Company.

8) OPERATIONS

The Companyâs Standalone Profit before tax reduced by 8% on
account of pressure on selling price of commodity products due
to excess supply over demand in Domestic market. The recession
in US economy and Russia-Ukraine war also impacted capacity
utilization of laminated film.

9) FUTURE OUTLOOK

The Company successfully commenced the production of Laminated
Sun control film during FY 2022-23. This will positively impact the
Revenues and Profitability in coming years.

10) RESEARCH & DEVELOPMENT

Your Companyâs R&D Centre is accredited by the Department
of Scientific and Industrial Research, Ministry of Science and
Technology, Government of India for decades. Your Company is
an aggressive leader in development of new products and new
applications for BOPET Films and Solar Control Window Films,
Lidding Films and Paint Protective Film (PPF) for Automobile.

The Company has introduced many Coated Products, like
Antimicrobial PET film and Flame-Retardant PET film, solar back-
sheet component films, Co Extruded Products, PETG Shrink Films
for label applications with Low, Medium High Shrink film and PostÂ¬
Consumer Recycled (PCR) shrink film. A wide range of high heat
rejection films are introduced in the International Market. Lidding
films for food grade packaging applications, Water Floatable shrink
film for easy recycling of labels from PET container recycling
eliminating possibility of label contamination to PET recycling.

The R&D team works hand-in-hand with production and marketing
team to introduce and establish new products and to ensure proper
Quality, Output, Cost and efficiency is achieved. The R&D also
focused on cost reduction measures by introducing new methods in
processes.

Functioning of R&D Centre

The R&D Centre is well equipped with qualified and experienced
Technical experts and scientists with adequate lab and measuring
equipment/s and pilot scale plant/s to develop application-oriented
processes and product developments using the available R&D
facility.

11) INFORMATION TECHNOLOGY

â¢ The Company is using the latest ERP System after upgrading
its Core ERP system to SAP S4HANA and achieved desired
serversâ system performance. The company is also planning
for an upgrade of the latest SAP S4 HANA version level.

â¢ The digital transformation projects like implementation of
supply chain efficiency enhancement i.e., Vendor Portal,
Safety system monitoring are in process.

â¢ The company is in the process of implementation of solutions
like Production and Process Planning tool, Management
Analytics tool (SAC) and Dashboards, and Customer Portal
are under progress.

â¢ The Company has implemented advanced solutions with
online meetings and video conferencing for multiple locations.

â¢ The Company has implemented an online solution for accidents
reporting and Safety actions tracking within factory premises
and is effectively being used. The company also implemented
an online vehicle tracking system for tracking vehiclesâ entry in
the plant.

â¢ The Company has implemented Online Warranty Management
applications PPF and Film Products for global customers
Warranty Tracking.

â¢ The company has implemented an online Work permit system
for the Safety of employees while performing Maintenance
activities.

â¢ The Company has completed Implementation of online
solution for Contract Labor Management.

â¢ The Company has upgraded its internet connectivity services
at all locations for fast and effective communication and
upgraded its Firewall System for Cyber security.

â¢ The Company has upgraded all network equipmentâs and
devices at Factory premises for internet connectivity.

â¢ The Company has installed state of the art CCTV Monitoring
and controlling system with centralized monitoring and
recording of CCTV surveillance systems for all the production
facilities and premises.

â¢ The Company has implemented mobile Application digital
applications for employee self-services, digital solutions for
visitorâs management

â¢ The Company initiated Digitization of Security operations for
online tracking.

â¢ The Company has completed of Implementation of latest ITSM
solution for IT support and system monitoring as a tool for
faster IT services and SLA Monitoring.

â¢ The Company is in the process of evaluating people and
vehicle tracking systems within factory premises.

â¢ The Company is in the process of preparation for
implementation of ISO 27001 along with ITIL Framework for
enhanced information security and IT service management.

â¢ The Company is in the process of evaluating the Digitization of
Plotter cutting Software which is under progress.

â¢ The Company is in the process of Evaluating the requirement
of IPD Warehouse Management system for FG Materials
through RFID & SAP.

â¢ The Company successfully implemented the Gate Pass
system for the employee IN/OUT tracking.

â¢ The Company is in the process of exploring the new Initiatives
from the business side to enhance the technology towards
Digitalization perspective.

12) AWARDS AND RECOGNITIONS

During the year, the Company won the JIPM TPM Excellence
Award - Category âAâ in recognition of our outstanding performance
and commitment to Total Productive Maintenance (TPM). As a part
of the JIPM Award, we have received a plaque and 2 ceremony
medals. JIPM TPM Excellence Award Ceremony was conducted
on 21st March 2023 at the Kyoto International Conference Center,
Japan

13) HUMAN RESOURCE DEVELOPMENT

Your Company Human resource team is well aligned with
Companyâs Vision, Mission, Strategy, Goals & Objectives and has
facilitated interventions to Build High Performance Organization
by Strengthening our Competitiveness, Capacity, Competence
& Culture. We strive to be the best in People Management &
Community Engagement Practices within the Industry.

During the year, Companyâs Human Resources Team has
proficiently worked upon various Talent Management Programs
to Acquire, Develop & Retain the Right Talent. It has enabled us
building strong chain of Leadership through Internal Succession
Planning process and by onboarding competent leaders from
similar as well as diverse domains.

Our Talent Development approach is holistic and covers Technical,
Functional, Safety, Behavioral and Leadership Development
Interventions. During the year we invested over 875 man-days
in total with more focus on Experiential Learning like On-The-
Job training, Health & Safety Mindset, Cross-Functional working
exposure. Our Learning & Development strategy aim to remain
Competitive in the context of our Products, Processes & People.

This is reflected in our Retention Rate of 97.2% with Voluntary
Attrition Rate of 2.8% during the year.

14) MANUFACTURING AND QUALITY INITIATIVES

The Company has adopted an integrated approach of Quality
Management systems comprises of TQM, TPM, Lean and six
sigma. The external professionals are also appointed to audit the
effectiveness of the systems put in place. The quality culture of your
Company ensures that the products are bench marked as best in
class by the customers.

The upgradation of plant and machinery and expansion of
Laminated film capacity helped Company to establish quality and
improved reliability.

15) SUBSIDIARY COMPANIES

The Company has two subsidiaries as on March 31,2023.

1. Garware Hi-Tech Films International Limited (Formerly known
as Garware Polyester International Limited)

2. Global Hi-Tech Films Inc (Formerly known as Global Pet Films
Inc)

16) SAFETY, HEALTH & ENVIRONMENTAL PROTECTION

Some of the prominent regular activities include-Safety audits of
Thermic Fluid system and Electrical System by external expertise,
HAZOP study of the process, Internal Safety survey of Plants, Field
Safety round, monthly Safety review meetings, EMS review, training
and periodical HSE inspections, schemes on the efficient usage of
energy and the conservation of natural resources, activities for the
enhancement of employee participation in HSE, emergency mock
drills and the support in emergency management operations at
public places. The safety performance is reviewed on monthly basis
by the management safety committee involving all departments and
their in charges. Various initiatives like provision of centralised fire
detection, expansion of fire water network, provision of fire sprinkler
systems, fire detection systems have been completed to deal with
any emergency inside the plant. We have purchased a state of art
fire tender for protection of our sun control division and a new fire
station is set up which is manned round the clock. The centralised
fire detection and alarm system connects all three fire stations
and hence we have improved our response time for emergencies
considerably. Various technological interventions like online incident
reporting system, online safety observations systems have been
put in place to increase visibility of safety efforts. The Company has
been free from lost time incident for more than 1300 days as of now.

The Company has developed green belt (increased from 30% to
36% of open land) also developed in-house nursery to have sapling
inhouse for new plantation.

The company has implemented extended producer responsibility
(EPR) for plastic packing as per CPCB guideline.

The Company is a recipient of various safety laurels from the
Regulatory Authorities at the National & State level (DG-FASALI)
Govt. Of India and National Safety Council- Maharashtra Chapter
as stated above during the year. Security system has been
upgraded, like awareness training, evacuation drills to meet the
new challenges. A central CCTV control room has been setup.
New fire engines added in the fleet have enhanced the existing
emergency preparedness. Our fire Engines have played a major
role in maintaining safety and fighting fires in the local vicinity where
the manufacturing plants are situated as an mutual aid agreements.

17) DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board
of Directors, to the best of their knowledge and ability confirm that:

a) In the preparation of the annual accounts for the year ended
March 31, 2023, the applicable Indian Accounting Standards
have been followed and there are no material departures from
the same.

b) Accounting policies selected 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 as at March 31, 2023 and of the profit of the
Company for the year ended on that date;

c) Proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;

d) Prepared the annual accounts on a âgoing concernâ basis;

e) Internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating
effectively and

f) Devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were
adequate and operating effectively.

18) DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment/Resignation/cessation of Director:

Upon the recommendation of the Nomination and
Remuneration Committee, the Board of Directors of the
Company in its meeting held on May 26, 2022 approved the
appointment of Mrs. Sarita Garware Ramsay (DIN: 00136048),
with effect from May 26, 2022 as an Additional Director and
Joint Managing Director of the Company for a period of 3
(Three) years, subject to the approval of the members of the
Company. Subsequently the members of the Company by
passing a special resolution through postal ballot approved the
appointment of Mrs. Sarita Garware Ramsay (DIN: 00136048)
as Joint Managing Director of the Company for a period of 3
(Three) years.

During the financial year, Mr. Hemant Nikam (DIN:
07517849), Whole Time Director of the Company resigned
from his directorship in the Company with effect from October
18, 2022. Mr. Nikam was the member of Stakeholders
Relationship Committee, Corporate Social Responsibility
Committee and Vigil Mechanism Committee of the Board,
consequent to his resignation he also ceased to be a member
of these Committees.

Upon the recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company in its
meeting held on October 18, 2022 approved the appointment
of Mr. Uday V. Joshi (DIN: 09753984) with effect from October
18, 2022 as an Additional Director and Whole-Time Director
of the Company for a period of 1 (One) year, subject to the
approval of the members of the Company. Subsequently the
members of the Company by passing a special resolution
through postal ballot approved the appointment of Mr. Uday
V. Joshi (DIN: 09753984) as Whole-Time Director of the
Company for a period of 1 (One) year.

B. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act
and the Articles of Association of the Company, Ms. Sonia
Garware, Director of the Company, is liable to retire by rotation
at the ensuing Annual General Meeting and being eligible, has
offered herself for re-appointment.

Her brief profile and other details as required under the Act
and the Listing Regulations for her re-appointment as Director
is provided in the Notes to the Notice of 66th Annual General
Meeting of the Company.

C. Key Managerial Personnel:

The Company has complied with the requirements of having
Key Managerial Personnel as per the provisions of Section
203 of the Companies Act, 2013.

Dr. S. B. Garware - Chairman & Managing Director,
Ms. Monika Garware - Vice Chairperson & Jt. Managing
Director, Mrs. Sarita Garware Ramsay - Joint Managing
Director, Mr. Pradeep Mehta - Chief Financial Officer (CFO)
and Mr. Awaneesh Srivastava - Company Secretary & Vice
President (Legal), are the Key Managerial Personnel of the
Company.

D. Independent Directors declaration:

Pursuant to the provisions of Section 149 of the Act, all the
Independent Directors of the Company have submitted
a declaration that each of them meets the criteria of

independence as per provisions of the Companies Act, 2013,
rules there under, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations) and
there has been no change in the circumstances which may
affect their status as an Independent Directors during the year.
In the opinion of the Board of Directors, all the Independent
Directors fulfil the criteria of independence as provided under
the Act, rules made there under and the Listing Regulations
and that they are independent of the management.

None of the Directors of the Company are disqualified for being
appointed as Directors as specified under Section 164(2) of
the Act read with Rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

19) MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the FY
2022-23 and the gap between two consecutive board meetings
was within the statutory limit. The details of the number of meetings
held and attended by each Director are provided in the Corporate
Governance Report, which forms part of this Report.

20) PERFORMANCE EVALUATION OF BOARD

Pursuant to Regulation 17 of the Listing Regulations read with
Schedule IV of the Act, a formal evaluation of Boardâs performance
and that of its Committees and individual directors had been
done. A structured questionnaire was prepared after taking into
consideration of the various aspects of the Board functioning,
composition of the Board and its Committees, culture, execution
and performance of specific duties, obligations and governance.
Said structured questionnaire performance evaluation forms were
circulated to all the Directors. Based on feedback, an evaluation
Report was prepared and forwarded to the Chairman and the
respective Director to maintain the confidentiality of the Report.

The Independent Directors at their meeting held on February 10,
2023 evaluated performance of the Chairman, non-independent
directors of the Company. The Directors expressed their satisfaction
with the evaluation process.

21) UNCLAIMED DIVIDEND AND SHARES

The Company is in compliance with provisions of Section 125 of
the Companies Act, 2013, along with relevant applicable rules and
circulars issued there under from time to time by the Ministry of
Corporate Affairs.

During the year the Company was not required to transfer any
amount of dividend and shares with respect to said dividend, which
have remained unpaid or unclaimed for a period of 7 (seven) years,
to IEPF Authority.

22) POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
AND OTHER DETAILS

The Companyâs policy on Directorsâ appointment and remuneration
and other matters provided in Section 178(3) of the Act has been
disclosed in the corporate governance report, which forms part of
the Directorsâ Report.

The said Policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the

criteria for appointment & re-appointment of Directors on the Board
of the Company and persons holding Senior Management positions
in the Company, including their remuneration and other matters as
provided under Section 178 of the Act and Listing Regulations.

The Policy is also available on the website of the Company at
www.garwarehitechfilms.com.

23) I NTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System commensurate with
the size, scale and complexity of its operations and well documented
procedures for various processes which are periodically reviewed
for changes warranted due to business needs. The Internal Auditor
continuously monitors the efficiency of the internal controls /
compliance with the objective of providing to Audit Committee and
the Board of Directors, an independent, objective and reasonable
assurance of the adequacy and effectiveness of the organisationâs
risk management, control and governance processes. This system
of internal control facilitates effective compliance of Section 138 of
the Act and the Listing Regulations.

To maintain its objectivity and independence, the Internal Auditor
reports to the Chairman of the Audit Committee. The Internal
Auditor monitors and evaluates the efficiency and adequacy of the
internal control system with reference to the Financial Statement.
Based on the report of internal auditor, process owners undertake
corrective actions in their respective areas and thereby strengthen
the controls. Significant audit observations and corrective actions
thereon are presented to the Audit Committee. During the year
under review, no reportable material weakness in the operation was
observed. Regular audit and review processes ensure that such
systems are reinforced on an ongoing basis.

24) COMMITTEES OF THE BOARD

The Board of Directors of the Company had constituted various
Committees and approved their terms of reference / role in
compliance with the provisions of the Companies Act, 2013
and Listing Regulations viz. Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee, Vigil Mechanism
Committee and Risk Management Committee. The members of
the Audit Committee are financial literate and have experience
in financial management. The composition of the Committees as
given in the Corporate Governance Report is in accordance with
applicable provisions of the Companies Act, 2013, Rules thereunder
and Listing Regulations.

25) AUDITORS AND THEIR REPORTS

A. Statutory Auditors

The members of the Company have appointed M/s.
Manubhai & Shah LLP (FRN: 106041W/W100136), Chartered
Accountants, as the Statutory Auditors of the Company for
a period of 5 years, until the conclusion of the 67th Annual
General Meeting of the Company.

Further, the members of the Company have appointed M/s.
Kirtane & Pandit LLP (FRN: 105215W/W100057), Chartered
Accountants, as a Joint Statutory Auditors of the Company for
a period of 3 years, until the conclusion of 68th Annual General
Meeting of the Company.

The Auditorâs Report on the Standalone and Consolidated
Financial Statements of the Company for the Financial Year
2022-23 as submitted by the Statutory Auditors of the Company

did not contain any qualifications, reservation, adverse remarks
or disclaimer. The Notes on Financial Statement referred to in
the Auditorsâ Report are self-explanatory and do not call for
any further comments.

There have been no instances of fraud reported by the Auditors
under Section 143(12) of the Act and Rules framed thereunder
either to the Company or to the Central Government.

B. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies
Act,2013 and on the recommendation of the Audit Committee
M/s. Deloitte Touche Tohmatsu India, LLP, Chartered
Accountants were appointed as Internal Auditors of the
Company.

C. Cost Auditor

M/s. M. R. Pandit & Co., Cost Accountants, Aurangabad was
appointed as cost auditors to audit the cost accounts of the
Company for financial year 2022-23.

D. Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has obtained the Secretarial Audit
Report for the financial year ended March 31,2023 from M/s.
Nilesh Shah & Associates, Practicing Company Secretaries,
Mumbai and it is annexed as âAnnexure IVâ to this Report.

During the financial year 2022-23 the Secretarial Auditors had
not reported any matter u/s 143(12) of the Act, therefore no
details are required to be disclosed u/s 134(3) (ca) of the Act.

The secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.

During the year 2022-23, the Company has complied with
applicable Secretarial Standards issued by the Institute of the
Company Secretaries of India.

26) RISK MANAGEMENT

The Board of Directors of the Company has formed a risk
management committee to frame, implement and monitor the risk
management plan for the Company. The committee is responsible for
reviewing the risk management plan and ensuring its effectiveness.
The Board has laid down a Risk Management Policy and has also
established a dedicated Risk Management Committee, governed
by the Board of Directors, to make persistent efforts for identifying
various types of risks, laying mitigation measures, monitoring, and
defining future action plan. The audit committee has additional
oversight in the area of financial risks and controls. Geo-political
situations like the Russia Ukraine war have further forced global
businesses to revisit their operations, delivery, supply chains and
contractual aspects. Operating in an uncertain and ever-changing
environment, our Companyâs robust enterprise risk management
framework aids in ensuring the strategic objectives are achieved.
Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing
basis.

The development and implementation of risk management policy
has been covered in the management discussion and analysis,
which forms part of this report.

27) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been
disclosed in the financial statements.

28) RELATED PARTY TRANSACTIONS (âRPTSâ)

All the transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and
on an armâs length basis. The Audit Committee had given omnibus
approval for the transactions (which are repetitive in nature) and
the same were reviewed and approved by the Board. In line with
the requirements of the Act and the SEBI Listing Regulations, the
Company has formulated a Policy on Related Party Transactions.
The Policy can be accessed on the Companyâs website at https://
www.garwarehitechfilms.com/investors/policies-of-company/

There were no material significant transactions with related parties
during the financial year 2022-23 which were in conflict with the
interest of the Company. The Directors would like to draw attention
of the members to Note No.30 to the financial statement which sets
out related party disclosure.

Pursuant to the provision of Section 134(3)(h) of the Companies
Act, 2013, Form AOC-2 is not applicable to the Company.

29) CORPORATE SOCIAL RESPONSIBILITY

The expenditure on Corporate Social Responsibility (CSR) incurred
by your Company during the financial year 2022-23 was '' 330.00
Lakh (around 2 % of the average net profits of last three financial
years) on CSR activities that does not include the expenses made
on the activities carried out by the Garware Community Center and
Garware Bal Bhawan. The detailed report on the CSR activities is
annexed as âAnnexure Iâ and forms part of this Report.

The CSR initiatives of your Company were under the thrust areas of
health & hygiene, education, old age home for disabled people and
Rehabilitation of Distressed / Depressed people.

30) ANNUAL RETURN

As per provisions of Section 92 (3) and 134(3)(a) of the Act read
with Rule 12 of the Companies (Management and Administration)
Rules, 2014 as amended from time to time, the copy of the Annual
Return in the Form MGT-7 is hosted on website of your Company
at: https://www.garwarehitechfilms.com/investors/

31) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year, 2 Directors & 2 Employees were in receipt of
remuneration of '' 1.02 Crore per annum or more amounting
to '' 1391.01 Crore out of which two directors were relative(s) of
Dr. S. B. Garware Chairman & Managing Director of the Company.
During the year, the Company had 852 (Previous Year 884)
permanent employees. The information required under Section
197(12) of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 for the year ended March 31, 2023 is given in a separate
âAnnexure IIâ to this Report.

32) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

Pursuant to the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013,
during the year under review, there were no cases filed and there
were NIL Complaint received. The Company has constituted the
Internal Complaint Committee under Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosures in relation to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Number of complaints filed during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending as on end of the financial year	Nil

33) CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION
AND ANALYSIS REPORTS

The Company has implemented procedures and adopted practices
in conformity with the code of Corporate Governance under SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations). The Company has implemented Code
of Conduct for all its Executive Directors and Senior Management
Personnel, Non-Executive Non-Independent Directors and
Independent Directors, who have affirmed compliance thereto.
The said Codes of Conduct have been posted on the website of
the Company. The Management Discussion and Analysis Report
and Corporate Governance Report, appearing elsewhere in this
Annual Report forms part of the Boardâs Report. A certificate from
the Practising Company Secretary of the Company certifying the
compliance of conditions of Corporate Governance is also annexed
hereto.

34) VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a
whistle blower policy in terms of the Listing regulations, includes
an Ethics & Compliance Task Force comprising senior executives
of the Company. Protected disclosures can be made by a whistle
blower through an e-mail, or dedicated telephone line or a letter
to the Task Force or to the Chairman of the Audit Committee. No
complaints were received under whistle blower mechanism during
the year under review.

The Policy on vigil mechanism and whistle blower policy is available
on the Companyâs website at the https://www.garwarehitechfilms.
com/investors/policies-of-company/.

35) DEPOSITS / LOANS FROM DIRECTORS

The Company has not accepted any deposits from public and as
such, no amount on account of principal or interest on deposits from
public was outstanding as on the date of the balance sheet. Further,
your Company has not accepted any deposit or any loan from the
directors during the year under review.

36) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

37) SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant / material orders were
passed by the regulators or the Courts or the Tribunals impacting
the going concern status and the Companyâs operations in future.

38) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, Business Responsibility and
Sustainability Report is attached and is a part of this Annual Report
as set out in âAnnexure Vâ of this report.

39) INDUSTRIAL RELATIONS

Harmonious Industrial Relations has always been a key strength of
our organization.

Open Communication Policy has given a voice to every single
employee to express up to the level of Top Management.

40) NODAL OFFICER

The Company has appointed Mr. Awaneesh Srivastava,
Company Secretary as the Nodal Officer for the purpose of

verification of claims filed with the IEPF Authority in terms of
I EPF Rules and for co-ordination with the IEPF Authority. The
said details are also available on the website of the Company
www.garwarehitechfilms.com

41) THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016)

No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application
made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable.

42) THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF

43) ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for
the wholehearted co-operation received by the Company from
the various departments of the Central & State Governments,
Companyâs Bankers and Financial & Investment Institutions during
the period under review.

For and on behalf of the Board of Directors
Dr. S. B. GARWARE

Chairman & Managing Director
DIN:00943822

Place: Mumbai

Date: May 26, 2023

Mar 31, 2018

The Directors present the 61^st Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31^st March, 2018.

1. Financial Results (Standalone Basis)

(Rs. In Crores)

	2017	- 2018	2016	- 2017
Operating Profit before interest & Depreciation		88.69		78.15
Less : Finance Cost	24.45		32.55
Depreciation	13.41	37.86	13.07	45.62
Profit before tax for the year		50.83		32.53
Provision for Income Tax		17.07		10.65
Profit After Tax		33.76		21.88
Other Comprehensive income for the year, Net of Tax		6.87		15.42
Total Comprehensive Income for the year (Net)		40.63		37.30
Opening balance in Retained Earnings		308.51		286.21
AMOUNT AVAILABLE FOR APPROPRIATION		353.28		308.51
Dividend -Final - FY 2016-17		2.33		0.00
Tax on Dividend		0.47		0.00
Closing Balance in Retained Earnings		350.48		308.51

2. Dividend

Your Directors recommend 20% dividend (i.e. Rs. 2.00/- per equity share) for consideration at the ensuing Annual General Meeting, for the financial year ended 31^st March, 2018 on 2,32,32,394 equity shares of Rs.10/- each.

The total sum of the dividend if approved, including Corporate Dividend Tax, will be payable Rs.5.59 Crores.

3. Companyâs performance On Standalone Basis:

Revenue from operations for the financial year 2017-18 was at Rs.837.09 Crores, is lower by 8.22% over the last year (Rs. 912.07 Crores in 2016-17) as post implementation of GST revenue from operations are reported net of GST from July-2017 and reduction in volume of BOPP films production which was partly offset by increased volume in Sun control and BOPET film.

The Earnings before interest, tax, depreciation and amortization (EBITDA) was Rs.88.69 Crores against EBITDA of Rs.78.15 Crores in 2016-17.

The Profit after tax (PAT) for the year was Rs.33.76 Crores against the PAT of Rs.21.88 Crores in 2016-17.

The total comprehensive income (net of taxes) for the year was Rs.40.63 Crores against Rs.37.30 Crores in 2016-17.

On Consolidated Basis:

Revenue from operations for the financial year 2017-18 was at Rs.847.20 Crores lower by 8.53% over the last year (Rs. 926.19 Crores in 2016-17) as post implementation of GST revenue from operation was reported net of GST from July-2017 and reduction in volume of BOPP films production which was partly offset by increased volume in Sun control and BOPET Plain film.

The Earnings before interest, tax, depreciation and amortization (EBITDA) was at Rs.88.50 Crores against EBITDA of Rs.80.52 Crores in 2016-17.

The Profit after tax (PAT) for the year was Rs.33.12 Crores against the PAT of Rs.22.44 Crores in 2016-17.

The total comprehensive income net of taxes for the year was Rs.39.99 Crores against Rs.37.87 Crores in 2016-17.

4. Operations

The Profit before tax was increased by 56% on account of reduction in Finance cost due to repayment of term loans and switch over to working capital term loan. The increase in EBIDTA by 13.48%,in spite of reduction in Revenue was due to change in product mix, penetration in new markets, optimization of inventory and optimization of overheads.

5. Future outlook

The BOPET film market is growing at 10% p.a. The market growth has helped to fill up idle capacities. The growth in capacity will continue considering the market growth.

The Industrial Product Division has concentrated its efforts on exports of value added specialty films considering the strength of the Organization. The PET shrink label film is well established in Indian and International market.

The Solar control film market is growing internationally due to increasing awareness of advantages of solar control films that is reduction of energy costs, carbon emission reduction, reduction of ultra-violet (UV) rays and infrared (IR) emissivity. The surge in both, automobile sales in export markets and in real estate development globally is also helping in the growth of solar control films and we see good potential for growth in this segment. The new products are introduced which will continue to be the driver for growth.

The Consumer Products division has well established Suncontrol film brands in the International Market that is âSun controlâ and âGlobalâ. The company has been catering to customers across North America, South America, Russia, Europe, China, Far East, Middle East and Africa. âGlobalâ brand received good acceptance in American Market. The market share in matured markets like USA have grown exponentially. In continuation of the efforts for Exports, the Company representatives are posted in strategic and important markets like Russia, Malaysia, and UAE to develop and grow the business. The efforts are made in the domestic market with new products under Sun control brand for building application. The Company has created strong Brand presence for Building segment window glass application films in India with dominant market share.

The Company has lowered down the BOPP operations to focus on value added Nish Products.

6. Research & Development

Your company is a leader in development of new products and new applications for BOPET films and Solar Control Window Films. Your Companyâs R&D Department is focusing on cost reduction measures by introducing methods to reduce costs.

Your Companyâs R&D Centre is accredited by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India for decades. R&D team works hand-in-hand with production and Marketing team to introduce and establish new products and to ensures proper Quality, Output, Cost and efficiency.

The Company has introduced many Coated Products, Co Extruded Products, BOPET-G Shrink Films for label applications with low, medium, and high shrink force. The wide range of Nano based heat rejection films are introduced.

7. Functioning of R & D Department

The R&D Center is well equipped with the Pilot scale plants, lab equipment/s and resources and managed by qualified and experienced people. The activities are carried out on continuous basis as an independent important activity.

In recent years, your company has developed, complete laboratory facility for testing and dispersion of Nano based coatings.

All new polymers and coatings are first produced in these plants and extensively tested in specially developed test facilities before commencing trials on the main plant. All the new product trials are taken under supervision of very senior R&D personnel and test marketing is done before producing them in bulk quantities.

Several types of weathering tests are carried out in R&D centers for the products used for outdoor applications.

8. Information Technology (IT)

The Company has upgraded its cloud based Emailing system Office365 with MDM (Mobile Device Management) solution for security for mobile email users for communication.

- The Company is in process for evaluating IOT (Internet of Things) Solution for automatic production data transfer to SAP ERP for faster and better control.

- The company is in process of evaluation and implementation of cloud for SAP ERP and SAP S4 HANA for their business operations.

- The Company has upgraded its SAP AIX operating system to a latest IBM AIX version.

- Automatic GST return filling system on GST portal is in process for use from SAP ERP.

- The company implemented automatic barcode scanning for packing and dispatch of goods to customers.

- The company has installed CCTV surveillance systems at all the production facilities and security points.

- The company is planning and moving towards digital transformation in various operational areas

9. Awards and Recognitions

During this year, your Company has been recipient of Two Safety Awards at National Level from Director General Factory Advice Service & Labour Institutes, Government of India, Ministry of Labour & Employment and One Safety Award at State Level by Maharashtra State Chapter of National Safety Council (NSC -MC).

The Company has also received the Highest Export Award for the years 2015-16 and 2016-17 from the Plastics Export Promotion Council - Plexconcil and consistently maintained the first position as highest exporter for last more than 25 years.

10. Human Resource Development.

Your Companyâs Human Resources team successfully ran its talent acquisition, retention and development agenda during the year.

Companyâs senior management team was strengthened through hiring of leaders in various domains. The Companyâs HR policies and processes are aligned to effectively drive its business and other emerging opportunities.

The focus on employee development through training modules that were created in-house continued. More than 120 training programs were conducted during the year, over 85% of them through in-house trainers and business leaders. The programs added up to over 9,264 man-hours / 1,158 man-days of training. This has been achieved by continuously investing in learning and development programs by arranging target oriented training programs, creating appropriate work environment and maintaining a structured recognition system.

HR has been working to provide an enabling working environment where innovation and performance thrive. Employees are empowered and we believe that it is, they who ultimately deliver the results.

11. Manufacturing and Quality Initiatives

The capacity of resin plant has been enhanced to take care of customer demands. With innovative approaches in manufacturing techniques and product optimization, the productivity in the manufacturing segment has improved. New equipmentâs installed for quality system improvement and measurement. The quality culture of your Company ensures that the products are benchmarked as best in class by the customers. Our quest for excellence both in Manufacturing and Quality continues as before. Your Company is regarded as best in class for Quality and Reliability.

In order to keep the plants in excellent running condition the company has upgraded the manufacturing plants with various new equipment to produce quality products.

The Company has established best manufacturing practices and implemented Organization wide LEAN methodology with the help of an expert BMGI. The Company is also implemented SIX SIGMA and QA initiatives with the help of TQMI which are showing good results and improvements. The Company is also implementing TPM with the help of CII.

The Company has also taken initiative in machines upgradation with the help of OEMS and implementing the same where ever required.

12. Consolidated Financial Statement

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards IND-AS110 issued by the Institute of Chartered Accountants of India and forms a part of this Annual Report.

13. Subsidiary companies

Garware Polyester International Limited -UK and Global Pet Films Inc.- USA, continue to be the subsidiaries of your Company.

14. Safety, Health & Environmental Protection

Some of the prominent activities include - Safety audits of Thermic Fluid system and Electrical System by external expertise (M/s Jacobs Engineering), Internal Safety survey of Plants, Field Safety rounds after monthly Safety review meetings, EMS review, training and Field rounds, periodical HSE inspections and trainings, schemes on the efficient usage of energy and the conservation of natural resources, activities for the enhancement of employee participation in HSE, emergency mock drills and the support in emergency management operations at public places.

Your Company is a recipient of various safety laurels from the Regulatory Authorities on the State level (National Safety Council - India and Industry, Energy & Labour Dept., the Government of Maharashtra), as stated above during the year. Security system has been upgraded, like awareness training, evacuation drills to meet the new challenges.

15. Directorsâ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

b) 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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;

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

d) they have prepared the annual accounts on a âgoing concernâ basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively and

f) they have advised proper systems to ensure compliance with provisions of applicable laws and that such systems were adequate and operating effectively.

16. Inter-se Transfer of Equity Shares among Promoter Share Holders:

During the year, there was Inter-se transfer among promoter shareholders. S. B. Garware Family Trust one of the promoter shareholders has Inter-se transferred 11,45,834 numbers of equity shares among other promoterâs shareholders as under:

a) 5,72,917 numbers of equity share to Monika Garware Modi Benefit Trust and

b) 5,72,917 numbers of equity share to Sarita Garware Benefit Trust.

17. Directors and key managerial personnel

I n accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Sarita Garware Ramsay and Ms. Sonia Garware Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The Board of Directors has accepted the resignation of: (1) Mr. M. S. Adsul, Executive and Non independent Director of the Company w.e.f. 16^th October, 2017 and (2) Mr. N. P. Chapalgaonkar Non-Executive and Independent Director of the Company w.e.f. 29^th May, 2018.

The Board appreciated their valuable advice and guidance to the Company from time to time during the tenure of their terms of office as director of the Company.

The Board of Directors has appointed:

(1) Mr. C. J. Pathak as whole time Director of the Company w.e.f. 16^th October, 2017.

(2) Mr. B. D. Doshi as a Non-Executive and Non-Independent Director of the Company w.e.f. 16^th October, 2017.

(3) Mr. Vivekanand Heroor Kamath as a Non-Executive and Independent Director of the Company with effect From 08^th August, 2018 and

(4) Mr. T.M. Parikh was re-appointed as Non-Executive and Independent Director of the Company for second term of five consecutive years w.e.f. 1^st April, 2019 to 31^st March, 2024.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, hereinafter referred to as âListing Regulationsâ.

Key Managerial Personnel

Shri S. B. Garware - Chairman & Managing Director, Mrs. Monika Garware Modi - Vice Chairperson & Jt. Managing Director, Mrs. Sarita Garware Ramsay - Jt. Managing Director, Ms. Sonia Garware, Mr. C. J. Pathak-Whole Time Director, Mr. Manoj Gupta- Chief Financial Officer and Mr. Nimesh S. Shah - Company Secretary, are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Mr. Sunil Dalmia - Chief Financial Officer (CFO) has resigned from the Company w.e.f. 07^th September, 2017.

Mr. Manoj Gupta was appointed as Chief Financial Officer (CFO) of the Company w. e. f. 15^th January, 2018.

18. Number of Meetings of the Board

Six meetings of the Board were held during the year. For details of meetings of the Board, please refer to the corporate governance report, which forms part of this report.

19. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The Board has carried out and completed the performance evaluation of all the Independent Directors. The performance evaluation of the Chairman and the Non-Independent Directors was also carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

20. Policy on Directorsâ appointment and remuneration and other details

The Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directorsâ Report.

21. Internal financial control systems and their adequacy

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year.

22. Audit Committee

The details pertaining to the composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

23. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Manubhai & Shah, LLP, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 57^th annual general meeting (AGM) of the Company held on September 25, 2014 till the conclusion of the 62^nd AgM to be held in the year 2019, subject to ratification of their appointment at ensuing AGM. Members are requested to ratify their appointment in ensuing 61^st AGM. They have conveyed their eligibility to act as auditors of the Company, subject to the ratification of their appointment at the ensuing 61^st Annual General Meeting.

Further, the Company has received a special notice under Section 115 of the Companyâs Act, 2013 proposing the name of M/s. Kirtane & Pandit, LLP, Chartered Accountants as Joint Auditors of the Company for next two years i.e. 2018-19 and 2019-20, subject to memberâs approval at the ensuing 61^st Annual General Meeting.

They have conveyed their eligibility and willingness to act as joint auditors of the Company for two years i.e. from the conclusion of 61^st Annual General Meeting till the conclusion of 63^rd Annual General Meeting of the Company, if appointed at the ensuing 61^st Annual General Meeting. Board recommends the appointment of Joint Auditors.

The Notes on Financial Statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. Auditorsâ Report does not contain any qualification, reservation, adverse remarks or disclaimer.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules framed there under, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as Internal Auditors of the Company in place of M/s. PricewaterhouseCoopers Private Limited.

Cost Auditor

The Board of Directors, on the recommendations of audit committee, has re-appointed M/s. M. R. Pandit & Co., Cost Accountants, Aurangabad as cost auditors to audit the cost accounts of the company for financial year 2018-19. As required under the Companies Act, 2013 a resolution seeking memberâs approval for ratification of remuneration payable to the Cost Auditors forms a part of the notice convening the 61^stAnnual General Meeting.

Secretarial Auditor:

The secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Report of the secretarial auditor is given as an Annexure V which forms part of this report.

Your Company has received consent from M/s. Nilesh Shah & Associates, Company Secretaries, Mumbai to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31^st March, 2019.

The Board of Directors of your Company at its meeting held on 08^th August, 2018 has appointed them as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2018-19.

24. Risk Management

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

25. Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

26. Transactions with Related Parties

There were no material significant transactions with related parties during the financial year 2017-18 which were in conflict with the interest of the Company. The Directors would like to draw attention of the members to Note No. 30 to the financial statement which sets out related party disclosure.

Pursuant to the provision of Section 134(3)(h) of the Companies Act, 2013, Form AOC-2 is not applicable to the Company.

27. Corporate Social Responsibility

The CSR expenditure incurred by your Company during the financial year 2017-18 was Rs. 25.50 Lakhs (around 2% of the average net profits of last three financial years) on CSR activities which does not include the expenses made on the activities carried out by the Garware Community Center and Garware Bal Bhawan.

The CSR initiatives of your Company were under the thrust areas of health & hygiene, education, Old age home for disabled people and Rehabilitation of Distress/Depressed people.

Your Companyâs CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2018, is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure [I].

28. Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of Annual Return of the Company is annexed herewith as Annexure [II] in the prescribed Form MGT-9, which forms part of this report.

29. Particulars of Employees and related disclosures

Two Whole-time Directors/Employee employed throughout the year were in receipt of remuneration of Rs.60.00 Lakhs per annum or more amounting to Rs.4.97 Crore were relative(s) of Shri S. B. Garware Chairman & Managing Director of the Company. During FY 2017-18 the Company had 1012 permanent employees.

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directorsâ Report for the year ended March 31, 2018 is given in a separate Annexure [III] to the Report.

31. Other Laws

Pursuant to the provisions of sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013, during the year under review, there were no cases filed.

32. Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out by the SEBI Board.

Your Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing regulations forms an integral part of this Report.

The Certificate on Corporate Governance from the Practicing Company Secretary, confirming compliance as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached.

33. Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy is available on the Companyâs website at the www.garwarepoly.com.

34. Deposits from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

35. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure[IV] to this Report.

36. Details on Internal Financial Controls related to Financial Statements

Your Company has in place adequate internal financial controls and system with reference to the financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

The accounts of the subsidiary companies are audited and certified by their respective Statutory Auditors for consolidation.

Your Company operates in SAP, an ERP system, and has many of its accounting records stored in an electronic form and backed up periodically. The ERP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of account. Your Company has automated processes to ensure accurate and timely updation of various master data in the underlying ERP system.

Your Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when required.

37. Indian Accounting Standards (IND AS) - IFRS Converged Standards

Pursuant to the notification, issued by the ministry of Corporate Affairs dated February 16th, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company has prepared accounts complied as per "IND AS" w.e.f. 1st April, 2017 with the comparatives for the periods ending 31st March, 2017.

38. Industrial Relations

The relations between the Employees and the Management remained cordial during the year under review. Your Directors wish to place on record their appreciation of the contribution made by the Employees at all levels.

39. Acknowledgements

Your Directors wish to place on record their appreciation for the wholehearted co-operation received by the Company from the various departments of the Central & State Governments, Companyâs Bankers and Financial & Investment Institutions during the period under review.

For and on behalf of the Board of Directors

Place: Mumbai S. B. GARWARE

Date: August 08, 2018 Chairman & Managing Director

Mar 31, 2015

TO THE MEMBERS,

The Directors present the 58th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

1. Financial Results (Rs. in Crores) 2014 - 2015

Operating Profit before Interest & Depreciation 85.23

Less : Finance Cost 43.64

Depreciation 15.08 58.72

Profit for the year before Exceptional Item 26.51

Exceptional items 0.00

Provision for Income Tax 9.17

Profit After Tax 17.34

Add : Balance brought forward from previous year 308.26

Balance available for Appropriation 325.60

Appropriation:

Transferred from Assets whose balance useful life is Nil as per Schedule II of the Companies Act, 2013. 2.28 (Net of deferred tax of Rs.117.50 Lakhs)

Transferred to Capital Redemption Reserve on Redemption of Preference Shares. 54.46

Dividend on Cumulative Redeemable Preference Shares (CRPS) 0.00 (*Rs. 54,460/-)

Tax on Dividend (Rs. 9,255/- on CRPS) 0.00

Balance carried to Balance Sheet 268.86

Total 325.60

1. Financial Results (Rs. in Crores) 2013 - 2014

Operating Profit before Interest & Depreciation 78.88

Less : Finance Cost 36.95

Depreciation 33.47 70.42

Profit for the year before Exceptional Item 8.46

Exceptional items 6.22

Provision for Income Tax 3.30

Profit After Tax 11.38

Add : Balance brought forward from previous year 296.88

Balance available for Appropriation 308.26

Appropriation:

Transferred from Assets whose balance useful life is Nil as per Schedule II of the Companies Act, 2013. 0.00 (Net of deferred tax of Rs.117.50 Lakhs)

Transferred to Capital Redemption Reserve on Redemption of Preference Shares. 0.00

Dividend on Cumulative Redeemable Preference Shares (CRPS) 0.01 (*Rs. 54,460/-)

Tax on Dividend (Rs. 9,255/- on CRPS) 0.00

Balance carried to Balance Sheet 308.25

Total 308.26

2. Dividend

Your Directors have not recommended any dividend on the equity share capital for the year under review with a view to conserve resources and to plough back profits to strengthen the net working capital.

3. Transfer to Reserves

The Company proposes to transfer Rs. 54.46 Crores to the Capital Redemption Reserve out of the amount available for appropriation and an amount of Rs. 268.85 Crores is proposed to be retained in the profit and loss account.

4. Company's Performance

On consolidated basis, revenue from operations for the financial year 2014-15 at Rs. 923.17 Crores was higher by Rs.70.24 Crores over last year (Rs. 852.93 Crores in 2013-14). Earnings before interest, tax, depreciation and amortization (EBITDA) was Rs. 86.56 Crores registering a growth of 10 % over EBITDA of Rs. 78.60 Crores in 2013-14. Profit after tax (PAT) for the year was Rs. 17.81 Crores registering growth of 73 % over the PAT of Rs.10.29 Crores in 2013-14.

On standalone basis, revenue from operations for the financial year 2014-15 at Rs. 913.37 Crores, was higher by 8% over last year (Rs. 846.82 Crores in 2013-14). Earnings before interest, tax, depreciation and amortisation (EBITDA) was Rs. 85.23 Crores registering a growth of 8% over the EBITDA of Rs. 78.88 Crores in 2013-14. Profit After Tax (PAT) for the year was Rs. 17.34 Crores recording a growth of 52% over the PAT of Rs. 11.38 Crores in 2013-14.

5. Operations

The year 2014-15 has ended with marginal improvement over the year 2013-14 with increase in sales by about 8% due to higher sales volume of Industrial Products. The average sales realization was better due to reduction in the raw material cost and an increase in the sale of specialty products which has helped the Company in achieving 8% Growth in EBITDA.

6. Future Outlook

The overcapacity situation persists in the Polyester Film manufacturing industry in Indian market as well as in the international market, the prices remain under pressure due to competition and oversupply situation. The Company has shifted its focus to the specialty films and already developed some new products for the market such as Digital Printable Films, films for Solar PV application, films for Lidding application, Coated Films for Label, Medium Shrink Films for Label and films with High Infrared heat rejection for automobiles. These films will mainly cater to the export market.

7. Research & Development

Your company is continuously in development of new products and new applications in the fields of Polyester Film and Solar Control Window Film. Apart from development of new products, R&D Department is also focusing on cost reduction measures by developing cost effective alternative raw materials and processes.

Company's R&D Centre is accredited by the Department of Scientific and Industrial Research, Ministry of Science and

Technology, Government of India. R&D team works hand-in-hand with production team to establish new products at the plant and to improve the product quality and plant efficiencies.

All the manufacturing plants / pilot plants and laboratories are upgraded with latest equipment to upgrade the product quality and to achieve the stringent quality requirements of demanding customers.

8. Functioning of R & D Department

R&D activities are carried out as an independent activity.

In this center various pilot plants are installed for development of Polymers, film extrusion and different types of coating.

All new polymers and coatings are first produced in these plants and extensively tested in specially developed test facilities before commencing trials on the main plant. All the new product trials are taken under supervision of very senior R&D personnel and test marketing is done before producing them in bulk quantities.

Our laboratories are equipped with state-of-the-art latest testing equipments and many specialty test rigs are used as per the end product applications.

9. Information Technology (IT)

- The Company has implemented CCTV security surveillance system in production.

- The Company is in process to implement SAP HR Payroll to integrate HR process to the existing SAP ERP system.

- The Company is in process to implement SAP BI system to facilitate KPI driven reporting and Dashboard to management by taking advantage of SAP ERP business database.

- The Company has upgraded its existing Windows operating system along with hardware baseline from Windows XP to Windows 8 to mitigate operating system vulnerability on account of Windows XP technical support stopped by Microsoft.

10. Awards and Recognitions

During this year, your Company has been honored with ten Safety Awards at National as well as State Levels by various Authorities, viz. National Safety Council of India (NSCI), and Maharashtra State Chapter of National Safety Council (NSC - MC).

Out of these ten awards, two awards were won by the Company's employees for their contribution in State Level Safety Slogan Competition.

11. Human Resource Development

Company's Human Resources team is running successfully its talent acquisition, retention and development agenda during the year.

Company's senior management team was strengthened through hiring of leaders in various domains. The Company's HR policies and processes are aligned to effectively drive its business and other emerging opportunities.

The focus on employee development through training modules that were created in-house continued. More than 164 training programs were conducted during the year, over 86% of them through in-house trainers and business leaders. The programs added up to over 16,528 man-hours / 2,066 man-days of training. This has been achieved by continuously investing in learning and development programs by arranging target oriented training programs, creating appropriate work environment and maintaining a structured recognition system.

HR has been working to provide an enabling working environment where innovation and performance thrive. Employees are empowered and we believe that it is people who ultimately deliver results.

12. Manufacturing and Quality Initiatives

With innovative approaches in manufacturing techniques and

product optimization, the productivity in the manufacturing segment has significantly gone up. The quality culture of your Company ensures that the products are benchmarked as best in class by the customers. Our quest for excellence both in manufacturing and quality continue as before. Your Company is regarded as best in class for quality and reliability.

In order to keep the plants in excellent running condition the company has upgraded the manufacturing plants with various new equipment to produce quality products.

13. Consolidated Financial Statement

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms a part of this Annual Report.

14. Subsidiary Companies

Garware Polyester International Limited-UK and Global Pet Films Inc.-USA, continue to be subsidiaries of the Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Subsidiaries (in Form AOC-1) is attached to the financial statements.

15. Safety, Health & Environmental Protection

Being a responsible corporate citizen, your Company has continued to sustain various initiatives for the continual improvement in Safety, Health and Environment (SHE) at the works and surroundings.

Some of the prominent activities include - Safety audits of Thermic Fluid System and Electrical System by external expertise (M/s Jacobs Engineering), Internal Safety survey of plants, Field Safety rounds after monthly safety review meetings, EMS training and field rounds, periodical SHE inspections and trainings, schemes on the efficient usage of energy and the conservation of natural resources, activities for the enhancement of employee participation in SHE and the support in emergency management operations at public places.

Your Company is a recipient of various safety laurels from the Regulatory Authorities on the State and National level, as stated above during the year. Safety and security system of your company has been upgraded, your company carries out various safety awareness training and emergency execution drills from time to time to prepare its workforce for emergency situations.

16. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors 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 as at March 31,2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

f) the Directors have advised proper systems to ensure compliance with provisions of applicable laws and that such system were adequate and operating effectively.

17. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. S. S. Garware and Mr. M. S. Adsul, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

During the year under review: (a) Ms. Sonia Garware became Non-Executive & Non-Independent Director from Executive & Non-Independent Director. (b) The Company appointed Mr. Nilesh R. Doshi as Independent Directors of the Company with effect from November 12, 2014 for a period of five consecutive years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under Clause 49 of the Listing Agreement entered with the Bombay Stock Exchange Ltd.

Key Managerial Personnel

The Company has appointed following persons as Key Managerial Personnel

Name of the Person Designation

1. Mr. Gokul D. Naik Chief Financial Officer

2. Mr. S. C. Nanda Company Secretary

3. Mr. Nimesh S. Shah Company Secretary

4. Mr. Sunil Kanojia Chief Executive Officer

Mr. S. C. Nanda resigned as a Company Secretary of the Company w.e.f. 14.03.2015.

$ Mr. Nimesh S. Shah was appointed as a Company Secretary of the Company w.e.f. 30.04.2015.

@Mr. Sunil Kanojia was appointed as CEO w.e.f. 12.05.2015 and has ceased to be CEO w.e.f. 04.08.2015.

18. Number of meetings of the Board

Four meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

19. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

This performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

20. Policy on Directors' Appointment and Remuneration and Other Details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

21. Internal Financial Control Systems and their Adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

22. Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

23. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Manubhai & Shah, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the 57th Annual General Meeting (AgM) held on September 25, 2014 till the conclusion of the 62nd AGM to be held in the year 2019, subject to ratification of their appointment at every AGM.

However, the Company has received a special notice under Section 115 of the Company's Act, 2013 proposing the name of M/s. Kirtane & Pandit, LLP, Chartered Accountants as Joint Auditors, subject to member's approval at the ensuing Annual General Meeting.

The Auditors, M/s. Manubhai & Shah and M/s. Kirtane & Pandit, have conveyed their eligibility and willingness to act as joint auditors of the Company, if appointed at the ensuing Annual General Meeting. Board recommends that appointment of Joint Auditors shall be commensurate with the nature and size of operation of the Company. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Manubhai & Shah and M/s. Kirtane & Pandit that their appointment, if made, would be in conformity with the limits specified in the said Section.

Cost Auditor

As per the requirement of central government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company has been carrying out the audit of cost records.

The Board of Directors, on the recommendations of Audit Committee, has appointed M/s. M. R. Pandit & Co., Cost Accountants, Aurangabad as Cost Auditors to audit the cost accounts of the company for financial year 2015-16. As required under Companies Act, 2013, a resolution seeking member's approval for ratification of remuneration payable to the Cost Auditors forms a part of the notice convening the Annual General Meeting.

24. Auditors' Report and Secretarial Auditors' Report

The observations made in the Auditor's Report and Secretarial Auditor's Report are self-explanatory and therefore, do not call for any comments. The Auditors' Report and Secretarial Auditors' Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an annexure which forms part of this report.

25. Risk Management

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

26. Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

27. Transactions with Related Parties

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at an arm's length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors.

There were no materially significant transactions with related parties during the financial year 2014-15 which were in conflict with the interest of the Company. Your Directors draw attention of the members to take note of Note No. 35 to the financial statement which sets out related party disclosure.

28. Corporate Social Responsibility

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.The CSR Policy may be accessed on the Company's website at http://www.garwarepoly.com.

The Company has established Garware Community Centre at Chikalthana, Aurangabad in the year 1994 primarily to cater to the social needs of workmen largely staying in the CIDCO, Aurangabad area and other members of the society as a not-for-profit trust through which the Company could channelize social welfare initiatives. The Society is also registered separately under the Societies Act for carrying out social activity at Garware Bal Bhawan primarily for the children from all strata of the society and to give scope for the talent and to grow the same is doing excellent job and has been recognized by the National Bal Bhawan, New Delhi for expanding various activities.

One more Community Centre has been started in Waluj at Aurangabad in the year 2013 considering the need of the villagers and workmen staying in the village. Over the years, the Community Centre has initiated, guided and conducted several programs in education by way of Study Centre, organizing speeches from renowned guest speakers on career guidance, etc. In addition various other activities are carried out at the center such as sports, judo & karate, bharat natyam, yoga and suryanamaskar, library, reading room etc. and has been successful in bringing about a positive change in the lives of the underprivileged sections of society.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.

During the year, the Company has spent Rs. 60.00 Lakhs (around 2.43% of the average net profits of last three financial years) on CSR activities which does not include the expenses made on the activities carried out by the Garware Community Center and Garware Bal Bhawan.

29. Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of Annual Return of the Company is annexed herewith as Annexure II in the prescribed Form MGT-9, which forms part of this report.

30. Particulars of Employees and related disclosures

Three Whole-time Directors/Employees employed throughout the year were in receipt of remuneration of Rs. 60 Lac per annum or more amounting to Rs. 8.47 Crore and one whole-time director/ employee employed for the part of the FY 2014-15 was in receipt of remuneration of Rs. 5 Lac per month or more amounting to Rs. 0.83 Crore were relative(s) of Shri S. B. Garware Chairman & Managing Director of the Company. During FY 2014-15 the Company had 1169 nos. of permanent employees.

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended March 31, 2015 is given in a separate Annexure to the Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

31. Other Laws

During the year under review, there were no cases filed pursuant to the provisions of sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013.

32. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary, confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

33. Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy is available on the Company's website at the www.garwarepoly.com.

34. Deposits From Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

35. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure III to this Report.

36. Industrial Relations

The relations between the Employees and the Management remained cordial during the year under review. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels.

37. Acknowledgements

Your Directors take this opportunity to thank the customers, supply chain partners, employees, Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchange and all the various stakeholders for their continued co- operation and support to the Company.

For and on behalf of the Board of Directors For Garware Polyester Limited

Place : Mumbai S. B. GARWARE Date : August 06, 2015 Chairman & Managing Director

Mar 31, 2014

TO THE MEMBERS,

The Directors present the 57th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

Financial Results (Rs. in Crores)

2013 - 2014 2012 Â 2013

Operating Profit before Interest & Depreciation 78.88 75.05

Less : Finance Cost 36.95 29.46

Depreciation 33.47 39.32

70.42 68.78

Profit for the year before Exceptional Item 8.46 6.27

Add : Exceptional items 6.22 5.56

Provision for Income Tax 3.30 (15.87)

Profit After Tax 11.38 27.70

Add : Balance brought forward from previous year 296.88 269.18

Balance available for Appropriation 308.26 296.88

Appropriation:

Dividend on Cumulative Redeemable Preference Shares (CRPS) (*Rs. 54,460/-) *0.01 *0.01

Tax on Dividend (Rs.9,255/- on CRPS) *0.00 *0.00

Balance carried to Balance Sheet 308.25 296.87

Total 308.26 296.88

Dividend

Your Directors have not recommended any dividend on the equity share capital for the year under review with a view to conserve resources to combat the impending liquidity crunch and to plough back profits to strengthen the net working capital. The Company is in investment mode and has decided to conserve cash to recycle into projects that are underway for completion. However, dividend on 54,46,000 cumulative redeemable preference shares of Rs. 100 each @ 0.01% amounting to Rs. 54,460 is recommended by the Board.

Operations

The year 2013-14 has ended with marginal improvement over the year 2012-13 with increase in sales by about 8% due to higher sales volume of Industrial Products. The average sales realization was also better compared to previous year due to better product mix. This was achieved irrespective of increase in Raw material and interest costs for the term loans. The Company is making efforts to divert the spare capacity of Consumer Products Division for exports which capacity has become spare due to the ban on use of Sun control flm on motor car windows in Indian market on account of the order of the Hon''ble Supreme Court of India.

Future Outlook

The overcapacity situation persists in the Polyester flm manufacturing Industry in Indian Market as well as in International Market. The prices remain under pressure due to competition and oversupply situation. The Company has shifted its focus to the Specialty flms and already developed some new products for the market such as digital printable flms, Films for solar back sheet application and flms with high Infrared heat rejection for Automobiles. These flms will cater to the export market.

Research & Development

Your company is a leader in development of new products and new applications in the felds of Polyester flm and Solar control window flm. Apart from development of new products, R&D Department is also focusing on cost reduction measures by developing cost effective alternative raw materials and processes.

Company''s R&D Centre is accredited by the Department of Scientifc and Industrial Research, Ministry of Science and Technology, Government of India. R&D team works hand-in-hand with production team to establish new products at the plant and to improve the product quality and plant efficiencies.

All the manufacturing plants / pilot plants and laboratories are upgraded with latest equipment to upgrade the product quality and achieve the stringent quality requirements of demanding customers.

Functioning of R & D Department

R&D activities are carried out in separate R&D centers for Film and Solar control division.

In these centers various pilot plants are installed for development of Polymers, flm extrusion and different types of coating.

All new polymers and coatings are frst produced in these plants and extensively tested in specially developed test facilities before commencing trials on the main plant. All the new product trials are taken under supervision of very senior R&D personnel and test marketing is done before producing them in bulk quantities.

Our laboratories are equipped with state-of-the-art latest testing equipments and many specialty test rigs are used as per the end product applications.

Information Technology (IT) -

- Company believes that IT is a strategic tool for excellence in customer service and sustainable business growth and with this in view, the Company has implemented SAP for better business integration by replacing legacy standalone systems.

- The company has setup SAP Disaster Recovery (DR) site as a contingency plan for business continuity.

- The Company has setup Domain Server and Active Directory to implement centralized IT security policies and access controls to all the desktop and laptop users.

- The Company has setup completely managed CISCO network to avoid network downtime and implement IT security policies.

- The Company has implemented Data Server virtualization to cut down server infrastructure cost and build server redundancy.

- The Company has setup centralized internet security frewall system to secure internet communication and mitigate internet security threats.

- The Company has developed and implemented Task Reminder System for timely compliances of all the statutory requirements.

- The Company has implemented Bio Metric attendance system across the offices and plants to help HR and Administration for processing of wages and payroll and online attendance records.

- The Company is in process of implementing CCTV security surveillance system to control and monitor manufacturing process.

- The Company has implemented centralized email system with CITRIX virtual cluster solution for efficient working.

- The Company has implemented complete software license compliance and adheres not to use any pirated software.

Awards and Recognitions

During this year, your Company has been honoured with eight Safety Awards at National as well as State Levels by various Government Authorities, viz. National Safety Council of India (NSCI), and Maharashtra State Chapter of National Safety Council (NSC - MC). Out of these eight awards, three awards were won by the Company''s employees for their contribution in State Level Safety Slogan Competition.

Human Resource Development

The Company''s HR policies and processes are aligned to effectively drive its business and other emerging opportunities. This has been achieved by continuously investing in learning and development programs by arranging target oriented training programs, creating appropriate work environment and maintaining a structured recognition system. The Company helps employees to build new skills and competencies and promote knowledge sharing and team building. HR has been working to provide an enabling working environment where innovation and performance thrive. Employees are empowered and we believe that it is people who ultimately deliver results.

Manufacturing and Quality Initiatives

With innovative approaches in manufacturing techniques and product optimization, the productivity in the manufacturing segment has significantly gone up. The quality culture of your Company ensures that the products are benchmarked as best in class by the customers. Our quest for excellence both in Manufacturing and Quality continues as before. Your Company is regarded as best in class for Quality and Reliability.

Corporate Social Responsibility

Corporate social responsibility in your Company is aligned with ''Garware'' tradition of creating wealth in the community with focus on Art, Culture, Sports, health, education and safety. The Company is running Garware Community Center having full-fedged branches at Chikalthana and Waluj, Aurangabad and with various activities at various locations. The

Centre is engaged in overall development of the community members of all age group and creating hobbies among them for art, culture, sports, education, social work, music etc. The Company has thus established a very healthy corporate structured system, while sharing the interests and concerns of the community at large.

Corporate Social Responsible Committee

During the year, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mrs. Sarita Garware Ramsay as the Chairman and Mr. B. Moradian and Dr. M. C. Agarwal as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Subsidiaries Companies and their Financial Statements

Garware Polyester International Limited - UK and Global Pet Films Inc.- USA, continue to be the subsidiaries of the Company. The Ministry of Corporate Affairs, Government of India vide General Circular No: 2/2011 dated 8th February, 2011 has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish audited consolidated financial statements in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Accounts of the above Subsidiary Companies for the financial year ended 31st March, 2014 are not being attached with this Annual Report and the specified financial highlights of the said Subsidiaries are disclosed in this Annual Report, as part of the Consolidated Financial Statements. The Audited annual accounts and related information of the subsidiaries will be made available, upon request and also be open for inspection at the Registered office, to any shareholder with suffcient notice and on payment of prescribed fees as per the provisions of the law.

Safety, Health & Environmental Protection

Being a Responsible Corporate Citizen, your Company has continued to sustain various initiatives for the continual improvement in Safety, Health and Environment (SHE) at the works and surroundings. Some of the prominent activities include Â Internal Safety Audit of plants (as per Indian Standard on Occupational Safety and Health Audit: IS-14489), Safety audits Thermic Fluid system and Electrical System by external expertise (M/s Jacobs Engineering), periodical SHE inspections and trainings, schemes on the efficient usage of energy and the conservation of natural resources, activities for the enhancement of employee participation in SHE and the support in emergency management operations at public places. Your Company is a recipient of various safety laurels from the Regulatory Authorities on the State and National level as stated above during the year. Security system has been upgraded, like awareness training, evacuation drills to meet the new challenges.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013(erstwhile Section 217(2AA) of the Companies Act, 1956) the Board of Directors of your Company confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) that the Directors 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 of the Company for that year;

iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with

the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

Directors

1. Mrs. Monika Garware Modi and Ms. Sonia Garware, retire by rotation and being eligible, offer themselves for re-appointment.

2. The Board of Directors of your Company has:

a) re-appointed Shri S. B. Garware as Chairman & Managing Director of the Company on revised terms, effective from 1st November,2014 for a period of five years.

b) approved variation in the payment to remuneration payable to Mrs. Monika Garware Modi-Vice Chairperson & Joint Managing Director, Mrs. Sarita Garware Ramsay-Joint Managing Director w.e.f. 1st April, 2014 to 31st October, 2018 and to Ms. Sonia Garware, Joint Managing Director w.e.f. 1st April, 2014 to 31st March, 2015.

c) appointed Mr. T. M. Parikh as an additional Director with effect from 27th December, 2013. According to provisions of Section 260 of the Companies Act, 1956, (corresponding to Section 161(1) of the Companies Act, 2013) an Additional Director holds office as a Director only upto the date of the ensuing Annual General Meeting.

As required under Section 257 of the Companies Act, 1956, (corresponding to Section 160 of the Companies Act, 2013) notices have been received from members signifying their intention to propose the appointment of Mr. T. M. Parikh, as a Director. Resolution proposing his appointment as a Director forms part of agenda of ensuing Annual General Meeting.

3. In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. N. P. Chapalgaonkar, Mr. Ramesh Makhija, Mr. B. Moradian, Dr. M .C. Agarwal and Mr. T. M. Parikh as Independent Directors of your Company for 5 (five) consecutive years up to 31st March, 2019.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their appointment/reappointment as Directors of your Company.

4. Mr. A. B. Bhalerao and Mr. Dilip J. Thakkar resigned as Independent Non-Executive Directors of your Company on 31st October, 2013 and 29th May, 2014, respectively. The Board places on record its appreciation for their valuable contribution to your Company as Directors during their association with your Company.

Audit Committee

Besides Mr. M. S. Adsul, the Audit Committee comprises of three independent Directors viz. Mr. B. Moradian, Dr. M. C. Agarwal and Mr. T. M. Parikh.

Mr. B. Moradian, who is an independent non-executive Director, acts as chairman of Audit Committee Meetings.

Corporate Governance

A Report on Management Discussion and Analysis, Corporate Governance as well as Auditor''s Certifcate regarding compliance of Clause 49 of the Listing Agreement forms part of this Report.

Auditors

Subject to approval of the Members, the Board of Directors of Company have decided to appoint M/s. Manubhai & Shah, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the sixth Annual General Meeting to be held after this meeting, subject to ratifcation at every Annual General Meeting in place of M/s. Shah & Co., Chartered Accountants, the retiring statutory auditors of the Company in compliance with Section 140(4)(i) of the Companies Act, 2013.

Cost Auditors

The Company has appointed M/s. M. R. Pandit & Co., Cost Accountants, Aurangabad as cost auditors for conducting the audit of cost records of the Company for the Financial Year 2013-14.

Other Statutory Information

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may inspect the same at the Registered office of the Company or write to the Company Secretary at the Corporate office of the Company. Information as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is annexed.

Industrial Relations

The relations between the Employees and the Management remained cordial during the year under review. Your Directors wish to place on record their appreciation of the contribution made by the Employees at all levels.

Acknowledgements

Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the various departments of the Central & State Governments, Company''s Bankers and Financial & Investment Institutions during the period under review.

For and on behalf of the Board of Directors

Mumbai S. B. GARWARE

31st July, 2014 Chairman & Managing Director

Mar 31, 2013

TO'' THE MEMBERS

The Directors present the 56th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March'' 2013.

Financial Results

(Rs. in Crores)

2012 - 2013 2011 Â 2012

Operating Proft before interest & Depreciation 75.05 103.77

Less : Finance Cost 29.46 28.33

Depreciation 39.32 41.71

68.78 70.04

Proft for the year before Exceptional Item 6.27 33.73

Exceptional items (5.56) (1.34)

Provision for Income Tax (15.87) 0.00

Proft After Tax 27.70 35.07

Add : Balance brought forward from previous year 269.18 239.93

Balance available for Appropriation 296.88 275.00

Appropriation:

Transfer to General Reserve 0.00 1.75

Dividend on Cumulative Redeemable Preference Shares (CRPS)(*Rs.54''460/-) *0.01 *0.01

Proposed Final Dividend on Equity Shares 0.00 3.50

Tax on Dividend (#Rs. 8''840/- on CRPS) #0.00 0.57

Balance carried to Balance Sheet 296.87 269.18

Total 296.88 275.00

Dividend

Your Directors have not recommended any dividend on the equity share capital for the year under review with a view to conserve resources to combat the impending liquidity crunch and to plough back profts to strengthen the net working capital. However'' dividend on 54''46''000 cumulative redeemable preference shares of Rs. 100 each @ 0.01% amounting to Rs. 54''460 is recommended by the Board.

Operations

Compared to the previous year which was good'' there was a decline in the sales by 1.57% due to; (a) ban imposed by the order of Supreme Court of India on usage of Sun Control Film in automotive applications'' (b) ban imposed on usage of polyester flm for ''GutkaÂ/ ''Pan MasalaÂ packaging by rules made for environmental protection'' (c) uncertainty in the advanced economies'' (d) continuing Euro debt crisis and (e) over-all slow-down in the industry growth due to slackening of demand'' policy uncertainty and tighter monetary conditions.

Future outlook

Market conditions continue to be competitive and full of challenges'' however our emphasis is on specialty flms. We prefer to concentrate on limited market of specialty flms and to fnd out different path. Our new products under Sun Control brand have received wide acceptance world over and our focus on the Chinese and Russian markets are paying rich dividends'' however in domestic market ban on use of flms in Automotive applications has impacted us adversely. We are trying to salvage the situation however the same continues to be unclear. The Company has however diverted the production into the international markets.

Research & Development

CompanyÂs R&D Center is accredited by the Department of Scientifc and Industrial Research'' Ministry of Science and Technology'' Government of India'' and is engaged in research on new applications as well as development of new products'' improvement of manufacturing processes and debottlenecking activities. Your CompanyÂs thrust on R&D activities has paid rich dividends.

Research & Development Department is functioning over the last 25 years in the Company.

- It plays very vital role in development of new products/process required for future business.

- It is well equipped with various Pilot Plants and Testing facilities required for Product Development.

- Our Research & Development Department have research scholars'' scientists'' technicians and skilled & specialized work force for various developmental areas.

Functioning of R & D Department

- Development of various polymers and co-polymers synthesis for extrusion / co-extrusion and coating.

- Development of various flms by extrusion and co-extrusion.

- Development of various coating chemistries for in-line and off-line coating.

- Development of various additives and master batches for specialty flms.

Information Technology (IT)

Company believes that IT is a strategic tool for excellence in customer service and sustainable business growth and with this view'' the Company has implemented SAP for better business integration by replacing legacy standalone systems.

The Company has implemented centralized email system with cluster solution for effcient working.

Awards and Recognitions

During this year'' your Company has been honoured with ten Safety Awards at National as well as State Levels by various Government Authorities'' viz. Director General of Factory Advice Service & Labour Institutes (DGFASLI'' under the Ministry of Labour & Employment'' Government of India)'' National Safety Council of India (NSCI)'' and Maharashtra State Chapter of National Safety Council (NSC - MC). Out of these ten awards'' one awards were won by the CompanyÂs employees for their contribution in State Level Safety Slogan Competition.

Human Resource Development

The CompanyÂs HR policies and processes are aligned to effectively drive its business and other emerging opportunities. This has been achieved by continuously investing in learning and development programs'' creating appropriate work environment and maintaining a structured recognition system. The Company helps employees to build

new skills and competencies and promote knowledge sharing and team building.

Manufacturing and Quality Initiatives

With innovative approaches in manufacturing techniques and product optimization'' the productivity in the manufacturing segment has signifcantly gone up. The quality culture of your Company ensures that the products are benchmarked as best in class by the customers. Our quest for excellence both in Manufacturing and Quality continues as before. Your Company is regarded as best in class for Quality and Reliability.

Corporate Social Responsibility

Corporate social responsibility in your Company is aligned with ''GarwareÂ tradition of creating wealth in the community with focus on Art'' Culture'' Sports'' health'' education and safety. The Company is running the Garware Community Center at Aurangabad with various activities at various locations. The Center is engaged in overall development of the community members of all age groups and creating a hobby among them for art'' culture'' sports'' education'' social work'' music etc. The Company has increased its activities in rural areas by way of opening a full- fedged branch at Waluj'' Aurangabad.

Subsidiaries Companies and their Financial Statements

Garware Polyester International Limited - UK and Global Pet Films Inc.- USA'' continue to be the subsidiaries of the Company. The Ministry of Corporate Affairs'' Government of India vide General Circular No: 2/2011 dated 8th February'' 2011 has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act'' 1956'' provided such companies publish audited consolidated fnancial statements in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of Companies Act'' 1956 and accordingly'' the Annual Accounts of the above Subsidiary Companies for the fnancial year ended 31st March'' 2013 are not being attached with this Annual Report and the specifed fnancial highlights of the said Subsidiaries are disclosed in this Annual Report'' as part of the Consolidated Financial Statements. The Audited annual accounts and related information of the subsidiaries will be made available'' upon request and also be open for inspection at the Registered Offce'' to any shareholder with suffcient notice and on payment of prescribed fees as per the provisions of the law.

Opening of GPL Branch Offce

The Company with an intention to have smooth export operations in Europe & other CIS Countries has opened a branch offce in London'' U.K.'' which has been fully functional from September 1st'' 2012.

Safety'' Health & Environmental Protection

Being a Responsible Corporate Citizen'' your Company has continued to sustain various initiatives for the continual improvement in Safety'' Environment and Health (SEH) at the works and surroundings. Some of the prominent activities include - Internal Safety Audit of plants (as per Indian Standard on Occupational Safety and Health Audit: IS-14489)'' periodical SEH inspections and trainings'' schemes on the effcient usage of energy and the conservation of natural resources'' activities for the enhancement of employee participation in SEH and the support in emergency management operations at public places. Your Company is a recipient of various safety laurels from the Regulatory Authorities on the State and National level as stated above during the year. Security system has been upgraded'' like awareness training and evacuation drills to meet the new challenges.

DirectorsÂ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act'' 1956 the Board of

Directors of your Company confrm:

i) that in the preparation of the annual accounts'' the applicable accounting standards have been followed;

ii) that the Directors 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 fnancial year and of the proft of the Company for that year;

iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) that the Directors have prepared the annual accounts on a going concern basis.

Directors

1. Mrs. S. S. Garware'' Mrs. Sarita Garware Ramsay'' Mr. B. Moradian and Dr. M. C. Agarwal'' retire by rotation and being eligible'' offer themselves for re-appointment.

2. The Board of Directors of your Company has:

a) re-appointed Mrs. Monika Garware Modi and Mrs. Sarita Garware Ramsay as Joint Managing Director(s) of the Company on revised terms'' effective from 1st November'' 2013 for a period of fve years .

b) approved the revision in payment of remuneration to Ms. Sonia Garware'' Joint Managing Director of the Company effective from 1st September'' 2013.

c) approved the extension of service period to Mr. M. S. Adsul in order to continue him as Director (Technical) of the Company effective from 1st June'' 2013 for a period of fve years.

Audit Committee

Besides Mr. M. S. Adsul'' the Audit Committee comprises of three independent Directors viz. Mr. B. Moradian'' Dr. M. C. Agarwal and Mr. A. B. Bhalerao.

Mr. B. Moradian'' who is an independent non-executive Director'' acts as Chairman of Audit Committee Meetings.

Corporate Governance

A Report on Management Discussion and Analysis'' Corporate Governance as well as Certifcate from the Practicing Company Secretary confrming the Compliance of Clause 49 of the Listing Agreement form part of this Report.

Auditors and their Report

The retiring auditors'' M/s. Shah & Co.'' Chartered Accounts (Registration No. 109430W) of Mumbai'' being eligible for re-appointment and have indicated their willingness to act as auditors'' if appointed. The Company has received a letter dated August 6'' 2013 from them to the effect that their re-appointment'' if made'' would be within the limits prescribed under Section 224(1B) of the Companies Act'' 1956 and they are not disqualifed for re-appointment within the meaning of Section 226 of the said Act.

M/s. Chaturvedi & Shah'' Chartered Accountants (Registration No. 101720W) of Mumbai'' one of the Joint Statutory Auditors of the Company have tendered their resignation vide their letter dated August 2'' 2013 from offce of Statutory Auditors. The same has been accepted by the Audit Committee and the Board of Directors in their respective meetings held on August 9'' 2013.

The AuditorÂs Report is unqualifed. The notes to accounts referred to in the AuditorÂs Report are self-explanatory and therefore do not call for any further clarifcations under Section 217(3) of the Companies Act.

Cost Compliance Certifcate

In compliance to Notifcation No. GSR 429(E) dated 03.06.2011 issued by the Ministry of Corporate Affairs with respect to the Companies (Cost Accounting Records) Rules'' 2011'' a Cost Compliance Certifcate for the fnancial year 2011-12 issued by M/s. M.R. Pandit & Co. (Practicing Cost Accountant) (Firm Registration No. 00268) has been fled with Ministry of Corporate Affairs.

Transfer to Investor Education and Protection Fund

Pursuant to provisions of Section 205A(5) and Sec 205C of the Companies Act'' 1956'' an unclaimed / unpaid dividend pertaining to the fnancial year 2004-05 amounting to Rs.4''55''340/- has been transferred to the Investor Education and Protection Fund on November 17'' 2012 vide payment Challan No. SRN B61623716.

Other Statutory Information

The information required under Section 217(2A) of the Companies Act'' 1956 read with Companies (Particulars of Employees) Rules'' 1975 forms part of this report. However'' as per the provisions of Section 219(1)(b)(iv) of the Companies Act'' 1956'' the Report and Accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may inspect the same at the Registered Offce of the Company or write to the Company Secretary at the Corporate Offce of the Company. Information as per Section 217(1)(e) of the Companies Act'' 1956'' read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules'' 1988 and forming part of this Report is annexed.

Industrial Relations

The relations between the Employees and the Management remained cordial during the year under review. Your Directors wish to place on record their appreciation of the contribution made by the Employees at all levels.

Acknowledgements

Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the various departments of the Central & State Governments'' CompanyÂs Bankers and Financial & Investment Institutions during the period under review.

For and on behalf of the Board of Directors

Mumbai S. B. GARWARE

9th August'' 2013 Chairman & Managing Director

Mar 31, 2012

The Directors present the 55th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

Financial Results

(Rs. in Crores)

2011-2012 2010-2011

Operating profit before interest & Depreciation 103.77 290.94

less: Finance Cost 28.33 23.93

Depreciation 41.71 70.04 39.65 63.58 profit for the year before Exceptional item 33.73 227.36

Exceptional items (1.34) 16.36

provision for income Tax 0.00 22.55

profit After Tax 35.07 188.45

Add : Balance brought forward from previous year 239.93 95.83

Balance available for Appropriation 275.00 284.28 Appropriation:

Transfer to General Reserve 1.75 18.85

Dividend on Redeemable preference Shares (*Rs.54,460/-) 0.01 0.00*

interim Dividend 0.00 1.89

proposed Final Dividend on Equity Shares 3.50 19.82

Tax on Dividend 0.57 3.79

Balance carried to Balance Sheet 269.18 239.93

Total 275.00 284.28

Dividend

Your Directors recommend for consideration at the Annual General Meeting, declaration of dividend for the year ended 31st March, 2012 as under:

a) On 54,46,000 0.01% Cumulative Redeemable preference Shares of Rs. 100/- each and

b) On 2,33,15,150 equity shares of Rs. 10/- each @ 15% (i.e. Rs. 1.50 per equity share).

The above will absorb Rs. 407.09 Lakhs (including Tax)

Operations

Compared to previous year which was exceptionally good, there was a decline in the sales by 11.60% due to (a) ban imposed on usage of polyester film for 'Gutka'/ 'pan Masala' packaging (b)Uncertainty in the advanced economies (c) Continuing Euro debt crisis and (d) over all slow down in the industry growth due to slackening of demand, policy uncertainty and tighter monetary conditions.

Future outlook

Market conditions continue to be difficult however our emphasis is on growing our export activity. We expect to maintain our edge over competitors. Our Sun Control products have received wide acceptance world over and our focus on the Chinese and Russian market are paying rich dividends, however recent ban on use of films in Automotive has impacted us adversely. We are trying to rectify the situation however the same continues to be unclear.

Increase in Paid-up Equity Share Capital.

The Scheme of Arrangement approved by the Hon'ble High Court of Bombay vide it's order dated 21st October, 2011 between Garware Chemicals limited (GCL) with the Company, pursuant to which 2,54,764 equity shares of Rs. 10/- each as fully paid up were allotted to the members of GCL (other than the Company). Hence the paid-up equity share capital of the Company has increased to that extent.

Research & Development

Company's R&D Center is accredited by the Department of Scientific and industrial Research, Ministry of Science and Technology Government of India, and is engaged in research on new applications as well as development of new products, improvement of manufacturing processes and debottlenecking activities. Your Company's thrust on R&D activities has paid rich dividends.

Research & Development Department is functioning from 1988 onwards in Garware polyester limited.

- It is approved by Department of Science and industrial Research (DSIR), Government of India.

- It plays very vital role in development of new products/process required for future business.

- It is well equipped with various pilot plants and Testing facilities required for product Development.

- Our Research & Development Department have skilled and specialized work force for various developmental areas.

Functioning of R & D Department: -

- Development of various polymers and co-polymers synthesis for extrusion / co-extrusion and coating.

- Development of various films by extrusion and co-extrusion.

- Development of various coating chemistries for in-line and off-line coating.

- Development of various additives and master batches for specialty films.

Information Technology (IT)

Company believes that IT is a strategic tool for excellence in customer service and sustainable business growth and with this view, the Company has implemented SAP for better business integration by replacing legacy standalone systems.

The Company has implemented centralized email system with cluster solution for efficient working.

Awards and Recognitions

During this year, your Company has been honoured with eleven Safety Awards at National as well as State levels by various Government Authorities, viz. Director General of Factory Advice Service & labour institutes (DGFASLI, under the Ministry of labour & Employment, Government of India), National Safety Council of India (NSCI), and Maharashtra State Chapter of National Safety Council (NSC Ã MC). Out of these eleven awards, two awards were won by the Company's employees for their contribution in State level Safety Slogan Competition.

Human Resource Development

The Company's HR policies and processes are aligned to effectively drive its business and other emerging opportunities. This has been achieved by continuously investing in learning and development programs, creating appropriate work environment and maintaining a structured recognition system. The Company helps employees to build new skills and competencies and promote knowledge sharing and team building.

Manufacturing and Quality Initiatives

With innovative approaches in manufacturing techniques and product optimization, the productivity in the manufacturing segment has significantly gone up. The quality culture of your Company ensures that the products are benchmarked as best in class by the customers. Our quest for excellence both in Manufacturing and Quality continues as before. Your Company is regarded as best in class for Quality and Reliability.

Corporate Social Responsibility

Corporate social responsibility in your Company is aligned with 'Garware' tradition of creating wealth in the community with focus on Art, Culture, Sports, health, education and safety. The Company is running the Garware Community Center at Aurangabad with various activities at various locations. The Center is engaged in overall development of the community members of all age group and creating the hobby among them for art, culture, sports, education, social work, music etc.

Subsidiaries Companies and their Financial Statements

Garware polyester international limited - UK and Global pet Films inc.- USA, continue to be the subsidiaries of the Company. The Ministry of Corporate Affairs, Government of India vide General Circular No: 2/2011 dated 8th February, 2011 has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish audited consolidated financial statements in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Accounts of the above Subsidiary Companies for the financial year ended 31st March, 2012 are not being attached with this Annual Report and the specified financial highlights of the said Subsidiaries are disclosed in this Annual Report, as part of the Consolidated Financial Statements. The Audited annual accounts and related information of the subsidiaries will be made available, upon request and also be open for inspection at the Registered Office, to any shareholder with sufficient notice and on payment of prescribed fees as per the provisions of the law.

Safety, Health & Environmental Protection

Being a Responsible Corporate Citizen, your Company has continued to sustain various initiatives for the continual improvement in Safety, Environment and Health (SEH) at the works and surroundings. Some of the prominent activities include - internal Safety Audit of plants (as per Indian Standard on Occupational Safety and Health Audit: iS-14489), periodical SEH inspections and trainings, schemes on the efficient usage of energy and the conservation of natural resources, activities for the enhancement of employee participation in SEH and the support in emergency management operations at public places. Your Company is a recipient of various safety laurels from the Regulatory Authorities on the State and National level as stated above during the year. Security system has been upgraded, like awareness training, evacuation drills to meet the new challenges.

Directors' Responsibility Statement pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of your Company confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) that the Directors 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 of the Company for that year;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

Directors

Mrs. Monika Garware Modi, Mr. Dilip J. Thakkar, Mr. N. p. Chapalgaonkar and Mr. Ramesh p. Makhija, retire by rotation and being eligible, offer themselves for re-appointment.

The Board of Directors of your Company elevated Ms. Sonia Garware as Joint Managing Director of the Company effective from 1st September, 2012.

The Board of Directors of your Company re-appointed Mr. M. S. Adsul as Whole Time Director designated as Director Technical for further period of five years effective from 1st August, 2012.

Audit Committee

Besides Mr. M. S. Adsul, the Audit Committee comprises of three independent Directors viz. Mr. B. Moradian, Dr. M. C. Agarwal and Mr. A. B. Bhalerao. Mr. B. Moradian, who is an independent non-executive Director, acts as chairman of Audit Committee Meetings.

Corporate Governance

A Report on Management Discussion and Analysis, Corporate Governance as well as Auditor's Certificate regarding compliance of Clause 49 of the listing Agreement form part of this Report.

Auditors

The retiring auditors, M/s. Shah & Co., being eligible for re-appointment and have indicated their willingness to act as auditors, if appointed. However, the Company has received a special notice under Section 190 of the Company's Act, 1956 proposing the name of M/s. Chaturvedi & Shah, Chartered Accountants as Joint Auditors, subject to member's approval at the ensuing Annual General Meeting. The retiring Auditors, M/s. Shah & Co. and M/s. Chaturvedi & Shah have conveyed their eligibility and willingness to act as joint auditors of the Company, if appointed at the ensuing Annual General Meeting. Board recommends that appointment of Joint Auditors shall be commensurate with the nature and size of operation of the Company. Company has received letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for appointment within the meaning of Section 226 of the said Act. The observations made in the Auditor's Report are self- explanatory and therefore, do not call for any further comments.

Other Statutory Information

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary at the Corporate Office of the Company. information as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is annexed.

Industrial Relations

The relations between the Employees and the Management remained cordial during the year under review. Your Directors wish to place on record their appreciation of the contribution made by the Employees at all levels.

Acknowledgements

Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the various departments of the Central & State Governments, Company's Bankers and Financial & investment institutions during the period under review.

For and on behalf of the Board of Directors

Mumbai S. B. GARWARE

29th June, 2012 Chairman & Managing Director

Mar 31, 2010

The Directors present the Fifty-Third Annual Report together with the Audited Statement of Accounts of the Company for the year (six months period) ended 31st March, 2010.

Financial Results (Rs. in Crores)

October 2009- March 2010 October 2008-September 2009

(6 months) (12 months)

Operating Proft before interest & Depreciation 57.85 108.04

Less: Interest & Financial Charges 16.34 52.59

Depreciation 16.09 32.43 32.47 85.06

Proft for the period before Tax 25.42 22.98

Less: Income Tax 0.00 12.30

Wealth Tax 0.05 0.05 0.05 12.35

Proft after Tax 25.37 10.63

Add: Balance brought forward from previous year 75.79 67.87

Balance available for Appropriation 101.16 78.50 Appropriation:

Transfer to General Reserve 1.30 0.00

Dividend on Redeemable Preference Shares (*Rs. 27,230/-) 0.00 * 0.01

Proposed Dividend - Equity Shares 3.46 2.31

Tax on Dividend 0.58 0.39

Balance carried to Balance Sheet 95.82 75.79

101.16 78.50

Dividend

Your Directors recommend for consideration at the Annual General Meeting, declaration of dividend for the year (six months period) ended 31st March, 2010 as under:

a) On 54,46,000 0.01% Cumulative Redeemable Preference Shares of Rs.100/-each and

b) On 2,30,60,386 equity shares of Rs.10/- each @ 15% (i.e. Rs.1.50/- per equity share).

The above will absorb Rs. 403.68 lakhs (including Tax).

Operations

Local sales increased by 5.43%, and exports have increased by 24.45% (on annualized basis) due to improved demand of Plain Polyester Film in domestic market with specifc improved demand in automobile sector and improved global economic conditions. The Company had taken several cost control measures to reduce operating costs, which are giving sustained results. The Company has also reduced the fnancial cost and as a combine results of all efforts, your Company has performed better and the net proft has increased substantially in the current year.

Future outlook

Growth in retail sector, liberalization, growing middle class, rising purchases of packaged foods and goods, growing demand for polyester films in applications such as electrical cables, motor insulators, lamination for automobiles and building glass windows is expected to fuel growth of polyester films. In International market, it is expected at 4-6% per annum. Local market growth is estimated at the rate of 10-14% per annum. The growth in domestic market is expected to be higher due to boom in retail outlets. The market scenario is positive and offers possibilities for increasing the sales in value added products. Your Company has successfully created new markets and additional business in specialty film in Europe, China, USA, Australia, New- Zealand, Brazil, Mexico, Africa and Middle East. With an aggressive marketing approach and offering of value added products the Company could come out with excellent results.

Various new products such as Nano, Ceramic and IR films launched in the market have revealed wide acceptance worldwide. The local market continues to show robust growth due to car kits.

Research & Development

Companys R&D Center is accredited by the Department of Scientifc and Industrial Research, Ministry of Science and Technology Government of India, and is engaged in research on new applications as well as development of new products, improvement of manufacturing processes and debottlenecking activities. Your Companys thrust on R&D activities has paid rich dividends.

Information Technology

Company believes that IT is a strategic tool for excellence in customer service and sustainable business growth. With this end in view, the Company has implemented SAP for better business integration by replacing legacy standalone systems. To start with some of the modules are being implemented which will be extended further in due course of time.

The Company has implemented centralized email system with cluster solution for effcient working.

Awards and Recognitions

During the period, your Company has been awarded highest recognition for Top Exporter of Polyester Film for the year 2007- 08 and 2008-09 by Plastic Export Promotion Council (Plexcouncil), sponsored by the Ministry of Commerce and Industry, Government of India.

During the period, your Company has received the highest recognition of National Energy Conservation award first prize from the Ministry of Power, Government of India in appreciation of achievements in energy conservation in Plastic sector for the year 2009.

Human Resource Development

The Companys HR policies and processes are aligned to effectively drive its business and other emerging opportunities. This has been achieved by continuously investing in learning and development programs, creating appropriate work environment and maintaining a structured recognition system. The Company helps employees to build new skills and competencies and promote knowledge sharing and team building.

Manufacturing and Quality Initiatives

With innovative approaches in manufacturing techniques and product optimization, the productivity in the manufacturing segment has signifcantly gone up. The quality culture of your Company ensures that the products are benchmarked as best in class by the customers. Our quest for excellence both in Manufacturing and Quality continues as before. Your Company is regarded as best in class for quality and reliability.

Corporate Social Responsibility

Corporate social responsibility in your Company is aligned with ÃGarware tradition of creating wealth in the community with focus on health, education and safety.

Subsidiaries

Pursuant to Section 212 of the Companies Act, 1956, the accounts of Garware Polyester International Limited and Global Pet Films Inc., subsidiaries of the Company, are annexed.

Safety, Health & Environmental Protection

Being a Responsible Corporate Citizen, your Company has continued to sustain various initiatives for the continual improvement in Safety, Environment and Health (SEH) at the works and surroundings. Some of the prominent activities include - Internal Safety Audit of plants (as per Indian Standard on Occupational Safety and Health Audit: IS-14489), periodical SEH inspections and trainings, schemes on the effcient usage of energy and the conservation of natural resources, activities for the enhancement of employee participation in SEH and the support in emergency management operations at public places. Your Company has brought various safety laurels from the Government authorities on the state and national level in this period. Security system has been upgraded, like awareness training, evacuation drills to meet the new challenges.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of your Company confrm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) that the Directors 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 proft of the Company for that year;

iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. Dilip Thakkar, Dr. M. C. Agarwal and Mr. M. S. Adsul, retire by rotation and being eligible, offer themselves for re-appointment.

Audit Committee

Besides Mr. M. S. Adsul, the Audit Committee comprises of two independent Directors viz. Mr. B. Moradian and Dr. M. C. Agarwal. Mr. B. Moradian, who is an independent non-executive director, acts as chairman of Audit Committee meetings.

Corporate Governance

A Report on Management Discussion and Analysis, Corporate Governance as well as Auditors Certifcate regarding compliance of Clause 49 of the listing agreement form part of this Report.

Change in Financial Year

Company has been following the financial year from 1st October to 30th September. In order to be in line with accounting year under the Income Tax Act, 1961, the Company has changed the financial year from (1st October - 30th September) to (1st April - 31st March). Due to this change, the reporting financial year of the Company comprises of six months period from 1st October 2009 till 31st March 2010.

Auditors

The retiring joint auditors, M/s. Shah & Co., and M/s. Bhandari Dastur Gupta & Associates are eligible for re-appointment and have indicated their willingness to act as auditors, if appointed. The Company has received letters from both the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualifed for re-appointment within the meaning of Section 226 of the said Act. The observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

Other Statutory Information

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may inspect the same at the Registered Offce of the Company or write to the Company Secretary at the Corporate Offce of the Company. Information as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is annexed.

Group

The names of the Promoters and entities comprising ÃGroupÃ as defined under the Monopolies and Restrictive Trade Practices (ÃMRTPÃ) Act, 1969 are disclosed as under for the purpose of Regulation 3(1) (e)(i) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Name

Shri S. B. Garware

Mrs. S. S. Garware

Mrs. Monika Garware Modi

Ms. Sarita Garware

Ms. Sonia Garware

Monika Holdings Pvt. Limited.

Sarita Garware Investments Consultants Pvt. Limited.

Soniya Holdings Pvt. Limited.

Garware Industries Limited

Garware Chemicals Limited

Shashvat Investments Consultancy & Properties Private Limited

Lucky Trading & Exports Limited

Great Design Properties Private Limited

Envision Properties Private Limited

Best Design Properties Private Limited

Via Investment Consultants Private Limited

Naigaon Chemicals Private Limited

Garware Polyester International Limited

Global Pet Films Inc. B. D. Garware Research Center Garware Charitable Trust S. B. Garware Family Trust Sheela Garware Family Trust Monika Garware Modi Beneft Trust Sarita Garware Beneft Trust Sonia Garware Beneft Trust

Industrial Relations

The relations between the Employees and the Management remained cordial during the period under review. Your Directors wish to place on record their appreciation of the contribution made by the Employees at all levels.

Acknowledgements

Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the various departments of the Central & State Governments, Companys Bankers and Financial & Investment Institutions during the period under review.

For and on behalf of the Board of Directors

S. B. GARWARE

Chairman & Managing Director

Mumbai

05th August, 2010

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