Directors Report of Garware Marine Industries Ltd.

Mar 31, 2024

We present our report on the business and operations of
the Company for the year ended 31st March, 2024.

> Financial Summary: In preparation of the financial
statements, the Company has adopted Indian
Accounting Standards (IND AS) referred to in Section
133 of the Act. The significant accounting policies
which are consistently applied are set out in the notes
to the financial statements.

Particulars	Current	Current
	Year	Year
	31/03/2024	31/03/2023
	(Amt. in	(Amt. in
	Rs.)	Rs.)
Revenue from operations (Including other income)	71.21	122.53
Less: Expenses	78.02	110.92
Profit before Exceptional Items and Tax	(6.81)	11.58
Add: Exceptional Item	-	-
Profit before Tax	(6.81)	11.58
Less: Tax Expenses Current Tax/ MAT		2.10
MAT Credit entitlement	-	(2.07)
Deferred tax/ charges	-	-
Prior Period Tax	-	-
Profit from continuing operations after tax	(6.81)	11.58
Loss from discontinued operations	-	-
Tax on discontinued items	-	-
Loss from discontinued items after loss	-	-
Profit / Loss for the year	(6.81)	11.58
Other comprehensive income for the year	320.28	(339.85)
Total comprehensive income for the year	313.67	(327.72)

> Financial Highlights

Revenue from operations (including other income) for
the year ended 31st March, 2024 stood at Rs. 71.21
lakhs as against Rs. 122.53 lakhs for the previous
year ended 31st March, 2023 (lower by 41.81%).

There is a loss of Rs. 6.81 Lakhs for the year ended
31st March, as against a profit of Rs. 11.58 lakhs for
the previous year in view of a substantial reduction in
revenue from operations.

As a result of a increase in market price of listed
investments, Other Comprehensive Income stood
at a “surplus” of Rs. 320.28 lakhs as opposed to a
“deficit” of Rs. 339.85b lakhs for the previous year.
Therefore, the Total Comprehensive Income for the
Year stood at a profit of Rs.313.67 Lakhs as against
a loss of Rs. 327.72 Lakhs in the previous year.

No material changes/commitments have occurred
after the financial year ending till date of this report,
which affected the financial position of the Company.

> Operations

During the year under review the Company''s revenue
was generated from vessel repairs. This was
substantially lower than the previous year in view
of the fact that the Company''s main customers fleet
reduced in size and therefore the extent of repairs
carried out also reduced.

> Future Outlook

During the current year, Revenue from operations
declined and the Company incurred a loss.

In the short term the Company will face challenges
since the Company''s main customer has reduced
the strength of its fleet, as stated above. As a result,
the scope to carry our repairs has also reduced.
However, the Company has been putting great
efforts to increase its Customer base. Additionally
since the Company''s main Customer Vessels
require to undergo statutory dry docking/upgrade
during the year, the Company expects to see some
improvement in terms of its results.

On a the medium to long term horizon, the Company
hopes that better days return to the Offshore Shipping
market and its Customers once again expand their
fleets, which would translate into more business
for the Company. The company is also hopeful of
widening its Customer base so that it can generate
sufficient revenue to defray all costs and earn a
healthy profit.

> Dividend

In view of the current year losses, your Directors
regret that they are unable to recommend any
dividend for the financial year ended 31st March,
2024.

> Subsidiary / Wholly Owned Subsidiary

The Company does not have any Subsidiary or
Wholly-owned Subsidiary.

> Loans, Guarantees or Investments

During the year under review, the Company has not
granted any loan, not made any investment nor has it
given any guarantee u/s 186 of Companies Act, 2013
and thus required details are not applicable.

> Deposits

No Deposits covered under Chapter V of the
Companies Act, 2013 were invited by the Company
from public during the year under review.

> The Directors

The following persons make up the Board of Directors
of the Company:

Sr. No.	Name of Director	Designation
1	Mr. Aditya A. Garware (DIN:00019816)	Chairman, Non¬ Executive Director
2	Mrs. Shefali S. Bajaj (DIN: 00149511)	Non-Executive Director
3	Mr. Rajiv S. Khanna (DIN: 02855080)*	Independent Director
4	Mr. Sanjay V. Chinai (DIN:00245418)	Independent Director
5	Mr. Vikas D. Sadarangani (DIN:07657018)	Independent Director
6	Mr. Piyush V. Patel (DIN: 09655113)**	Independent Director
7	Mr. Shyamsunder V. Atre (DIN:01893024)	Executive Director

*cased as Independent Director w.e.f. the close of
the working hours on 31st March. 2024. "Appointed
w.e.f. 27^th March, 2024.

Mr. Piyush V. Patel was appointed as an Independent
Director of the Company for a term of five (5) years
with effect from 27th March, 2024 by the members as
per the Postal Ballot dated 09^th May, 2024. Mr. Patel
satisfies the criteria of independence prescribed
under the Companies Act, 2013 and SEBI Listing
Regulations and he is not debarred from holding the
office of Director by virtue of any order passed by
SEBI or any other such authority.

Due to expiry of the second term of 5 years, Mr. Rajiv
S. Khanna ceased as Independent Director of the
Company with effect from the close of the working
hours of the Company on 31st March, 2024. The
Board wishes to place on record its gratitude to
Mr. Rajiv S. Khanna for all his support during his
tenure as a Director.

In accordance with the Provisions of Section 152
of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Aditya A. Garware
(DIN: 000198146), Non-Executive Director retires by
rotation at the forthcoming Annual General Meeting
of the Company and being eligible offers himself for
re-appointment. The Board of Directors recommends
his re-appointment for the consideration of the
Members of the Company at the ensuing Annual
General Meeting of the Company.

All Independent Directors have given declarations
that they meet the criteria of independence as
laid down under Section 149(6) of the Companies
Act, 2013 and Regulation 16(b) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

> Number of Meetings of the Board

During the year under review, 5 Board Meetings
were duly convened and held on 26^th May, 2023, 09^th
August, 2023, 09^th November, 2023, 07^th February,
2024 and 27^th March, 2024. The details of the
said Board Meetings forms part of the Corporate
Governance Report.

> Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the committees along with their
composition and relevant details are provided in the
Corporate Governance Report.

> Board Evaluation

Pursuant to Provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for the purpose
of the evaluation of the Board, a structured
customized questionnaire was prepared after
taking into consideration the various aspects of the
Board''s functioning, composition of the Board and
its Committees, performance of duties, obligations
and governance. The performance evaluation of
the Chairman, Non-independent Directors and
Independent Directors was carried out by all
the Directors and the outcome of the same was
satisfactory.

> Familiarization Program for Independent
Directors

From time to time, all the Independent Directors are
informed about the status of business of the Company
as well as their responsibilities and commitments.

> Key Managerial Personnel

The following are the Key Managerial Personnel of
the Company:

Mr. Shyamsunder V. Atre	Executive Director
Ms. Pallavi P. Shedge	Company Secretary
Mrs. Vipulata S. Tandel	Chief Financial Officer

> Audit Committee

Pursuant to the Provision of Section 177(8) of the
Companies Act, 2013, the Audit Committee has
3 members including 2 Independent Directors as
follows:

Sr.	Name of the Director &	Chairman /
No.	Category	Member
1	Mr. Sanjay V. Chinai Independent Director	Chairman
2	Mr. Aditya A. Garware Non-Executive Director	Member
3	Mr. Vikas D. Sadarangani Independent Director	Member

There were no instances where the Board had
not accepted any recommendation of the Audit
Committee.

> Nomination and remuneration Committee

Pursuant to Section 178 of the Companies Act, 2013,
the Board has set up a Nomination & Remuneration
Committee and the details of the Committee are
enumerated under Corporate Governance Report
Annexed to this Report.

> Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013,
the Board has set up a Stakeholders Relationship
Committee and the details of the Committee are
enumerated under Corporate Governance Report
Annexed to this Report.

> Policy on Appointment and Remuneration

The Board of Directors has framed a Policy which
lays down a framework for remuneration to be
paid to the Directors, Key Managerial Personnel
and Senior Management of the Company. This
Policy also lays down the criteria for selection and

appointment of Board Members. The details of the
Policy are available on the Company''s website www.
garwaremarine.com.

> Director’s Responsibility Statement

In accordance with the provisions of Section 134(3)
of the Companies Act, 2013 and based on the
information provided by the management, your
Directors'' state that:

(a) In the preparation of the Annual Accounts, the
applicable accounting standards have been
followed and that no material departures (save
and except as stated in this Directors'' Report, if
at all) have been made 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 at the
end of the financial year and of the loss of the
Company for the year ended on that date;

(c) That they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with 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
going concern basis;

(e) They have laid down internal financial controls
to be followed and that such financial controls
are adequate and were operating effectively;

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

> Statutory Auditors and their Report

As per Section 139 of the Act, read with rules made
thereunder, as amended, Messrs. D. Kothary &
Co., Chartered Accountants (Firm Registration
No. 105335W), was re-appointed as the Statutory
Auditors of the Company for the period of 5 years
(second term), in the 44^th AGM dated 27^th September,
2022, till the conclusion of 49^th Annual General
Meeting.

The Notes to the financial statements referred in the
Auditors'' Report are self-explanatory. The Auditors''
Report is enclosed with the financial statements
forming part of this Annual Report. There are no
Qualifications in the Auditors'' Report.

> Registered Office

The Registered Office was shifted from 102,
Buildarch Wisteria, Ram Maruti Road, Dadar (West),
Mumbai 400028 to 03^rd Floor, Prospect Chambers,
D. N. Road, Fort, Mumbai 400001 from 01^st August,
2023.

> Annual Return

A copy of Annual Return as provided under Section
(3) of Section 92 of the Companies Act, 2013 (“the
Act”) hosted on the Company''s website www.
garwaremarine.com/investor.

> Personnel

The Board appreciates the support and co-operation
of all the employees of the Company, with special
mention to be made of the Flying Squad who are
responsible for the repair of Vessels.

> Internal Financial Control

The Company has adequate internal financial control
with respect to the preparation and presentation of the
financial statements. There is no material change(s)
and comment(s) affecting the financial position of the
Company which has occurred between the end of the
Financial Year of the Company to which the financial
statements relate and the date of the Report.

> Significant & Material Order by any Court
Suit No.01

As a background, the Company had filed an
application for setting aside the Ex parte Decree
dated 15.06.2012 passed by the Hon''ble High
Court of Madras in the matter of Integrated Finance
Company Limited (IFCL). The Hon''ble Court was
pleased to set aside the Exparte Decree by an Order
dated 04.04.2017 upon condition of deposit of Rs 30
lakh with the Court, which the Company has complied
with. The Company has thereafter filed its written
statement and also filed an application for dismissal
of the suit filed by IFCL on the grounds of limitation
and also whether the Suit could be considered as a
“Commercial Suit”.

Prior to deciding on the issue of limitation, the
Hon''ble High Court of Madras declined to entertain
the disputes between the parties as a “Commercial
Suit” as originally argued by IFCL and passed the
order in favour of the Company. Thereafter, IFCL
preferred an appeal against the same order in the
Appellate Bench of the Hon''ble High Court of Madras
where they lost once again. IFCL thereafter filed
an appeal with the Hon''ble Supreme Court. Upon
hearing the matter, the Hon. Supreme Court decided

that the matter was a commercial suit and therefore
the further hearing/s could be conducted at The High
Court of Madras. Accordingly, the matter is now listed
in the High Court of Madras, waiting for a date of
hearing.

Suit No.02

The Company has also filed a suit for an amount of
Rs. 1.93/- cr. together with interest @ 18% against
Integrated Finance Company Limited (IFCL) for loss
of profit.

The order passed by the Appellate Bench of High
Court of Madras in their judgement against the
appeal filed by IFCL (as stated above in the second
para of Suit No. 01) further stated that since the
matter mentioned in Suit No. 02 (the Suit filed by the
Company) is interconnected with Suit No. 01 (the
Suit filed by IFCL), the suits should by heard jointly,
as “civil suits”.

> Risks and area of concern

Adequate measures have been taken to protect the
Company from any potential risks which may affect
the existence of the Company and the Board of
Directors continuously strives to take utmost care to
ensure preservation of interest of all its stakeholders.

> Corporate Governance and Management
Discussion and Analysis Report

The Corporate Governance Report and Management
Discussion and Analysis Report along with the
Auditors'' Statement of its compliances are given
separately.

> Related Party Transactions

The information on related party transactions
as required under Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is enclosed
as Annexure A to this Report. The Policy on Related
Party Transactions is available on the Company''s
website www.garwaremarine.com.

Vide Amendment dated 22nd November, 2021, in
its previous Notification dated November 9, 2021,
Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015
(‘LODR Regulations''), in the case of Related Party
Transactions of the Company being a “Material
Related Party Transaction” Member''s approval was
taken through Special Resolution in the Company''s
44^th AGM dated 22^nd September, 2022. In this
regard, a Transaction is considered to be material,
if the transaction(s) to be entered into individually or
taken together with the previous transactions during

the financial year, exceeds Rupees One Thousand
Crore or 10% of the annual consolidated turnover
of the listed entity as per the last audited financial
statement of the listed entity, whichever is lower.

> Secretarial Audit

Pursuant to the Provisions of Section 204 of the
Companies Act, 2013 and the Rules made thereunder,
Mr. Rajkumar R. Tiwari, Practicing Company
Secretary (CP No. 2400) has been re-appointed as
Secretarial Auditor to conduct Secretarial Audit for
the Financial Year 2023-24. The Secretarial Audit
Report for the year ended 31st March, 2024 is
enclosed as Annexure B to this Report. There are no
qualifications in the said report.

During the year under review the Company has
complied with the provisions of the Companies Act,
Rules, Regulations, Guidelines, Standards, etc.
mentioned above.

> Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

In view of the total shut down of all manufacturing
activities, Statement pursuant to provisions of
Section 134(3)(m) of the Companies Act, 2013 and
Companies (Accounts) Rules, 2014 for Conservation
of Energy, Technology absorption and Foreign
Exchange Earnings and outgo is not applicable.

> Human Resources

The relations with employees continue to be cordial.
Your Directors wish to express their appreciation of
the services rendered by the devoted employees.

> Details of Salary of Employees

The information required under Section 197 of the
Companies Act, 2013 read with Rule 5 of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the
Company and Directors is furnished in Annexure C.

> Vigil Mechanism

Pursuant to Section 177(9) and (10) of the
Companies Act, 2013, and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements),
Regulations, 2015, the Company has formulated its
Vigil Mechanism, under the Whistle Blower Policy,
for its Directors and employees to report genuine
concerns. The Whistle Blower Policy of the Company
is disclosed on the website of the Company, www.
garwaremarine.com

During the Financial Year ended 31st March, 2024, no
complaint has been received by the Audit Committee
from Director(s) or employee(s) of the Company.

> Corporate Social Responsibility (CSR)

In view of the provisions of Section 135 of the
Companies Act, 2013 and the Rules thereunder, the
Company was not required to make any contribution
towards CSR and thus the required details are “Not
Applicable”.

> Prevention of Sexual Harassment Policy

The Company has constituted a Committee pursuant
to the provisions of ‘The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal)'' Act, 2013 & Rules thereunder. This
Committee has been set up to redress complaints
under sexual harassment. All employees (permanent,
contract and temporary) are covered under the Policy.

During the year under review no complaint was
received by the Committee.

> Acknowledgement

Your Directors express their sincere gratitude to all
the stakeholders of the Company who have stood by
and supported the Company

For and on behalf of Board

Date: 06/08/2024 Aditya A. Garware

Place: Mumbai Chairman

---

Mar 31, 2015

DEAR MEMBERS

1. FINANCIAL RESULTS :

Rs. in Lacs 9 months ended Year ended 31.03.2015 30.06.2014

Income from Operations (including 122.41 566.43 Other Income)

Less: Expenses 179.80 896.73

Profit before Interest, (57.39) (330.30) Depreciation & Tax Less: Interest & Finance Charges 3.80 10.17

Profit before Depreciation & Tax (61.19) (340.47)

Less: Depreciation & Amortization 1.45 1.63

Provision for Tax 5.60 -

Deferred Tax 8.00 -23.08

Tax for earlier years - 9.97

Loss for the year (76.24) (328.99)

Add: Balance and Loss brought forward from (355.28) (26.29)

previous year

Available for Approciation (431.52) (355.28)

Less: Transferred to General Reserve NIL NIL

Balance carried forward to profit (431.52) (355.28) and loss account

2. FINANCIAL HIGHLIGHTS:

In compliance of the provisions of the Companies Act, 2013 the current financial year is for 9 months i.e. 1st July, 2014 to 31st March, 2015.

Income from operations (including other operating income) for the period 1st July, 2014 to 31st March, 2015 stood at Rs.122.41 Lacs, as against Rs. 566.43 Lacs for the previous year.

The Net Loss for the period 1st July, 2014 to 31st March, 2015 stood at Rs.76.24 Lacs, as against loss of Rs.328.99 Lacs for the previous year.

3. OPERATIONS:

During the period 1st July, 2014 to 31st March, 2015, Company's main source of revenue was from its repair activities.

4. DIVIDEND:

In view of the loss incurred by the Company, the Board of Directors have not recommended any dividend for the period 1st July, 2014 to 31st March, 2015.

5. FUTURE OUTLOOK:

With global depression in Shipping and the Offshore Sector, owners are less inclined to spend extensively on repair of their Vessel. Therefore, unless the condition of the Shipping Industry improves in general, the Company repair activities could face challenging times ahead.

6. EXTRACTS OF THE ANNUAL RETURN :

The Extracts of the Annual Return as prescribed in Form No.MGT 9 is enclosed as Annexure A.

7. RESPONSIBILITY STATEMENT:

The Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors' Report) have been made from the same.

b) That they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of nine months and the Loss of the Company for that nine months ended as on 31.03.2015.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 2013, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That they have prepared the Annual Accounts on a going concern basis.

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

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

8. NUMBER OF BOARD MEETINGS:

During the period 1st July, 2014 to 31st March, 2015 under review, 3 Board Meetings were held as detailed below :

(i) 30th August, 2014 (ii) 05th November, 2014

(iii) 30th January, 2015.

9. DIRECTORS:

Mrs. Shefali S. Bajaj, Director of the Company is liable to retire by rotation and being eligible, offers herself for re-appointment.

10. INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors of the Company viz. Dr. B.M. Saraiya, Mr. V.V. Desai and Mr. Rajiv Khanna have given a declaration that they meet the criteria of the independence as provided in Section 149(6) of the Companies Act, 2013.

Details of familarisation programme conducted during the period (1st July, 2014 to 31st March, 2015) is available at Company's website.

11. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION:

During the year under review the Independent Directors reviewed the performance of the Ex-Chairman - Mr. Ashok Garware (resigned w.e.f. 30.08.14), present Chairman -Mr. Aditya Garware (appointed w.e.f. 30.08.14) and Executive Director - Mr. S.V. Atre. They concluded that both the Chairmen viz. Mr. Ashok Garware & Mr. Aditiya Garware have taken decisions in bonafide interest of the Company and no decision was against the interest of the Company and its Shareholders.

They further concluded that the Executive Director had played an extremely vital role in handling / settling the labour related matters with reference to closure of Ahmednagar factory and various matters arising out of it. He also continued to guide the repair squad in executing ship repair jobs.

12. LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the period 1st April, 2015 to 31st March, 2016 to Bombay Stock Exchange Limited where the Shares of the Company are listed.

13. FIXED DEPOSITS:

During the period under review, no deposits were accepted under Chapter V of Companies Act, 2013 and hence the details relating to deposits and details which are not in compliance under Chapter V of the Act are "Not Applicable."

14. AUDITORS & AUDITORS' REPORT:

You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fix their remuneration.

The Company has obtained a Certificate from Auditors certifying that their re-appointment, if made at the ensuing Annual General Meeting shall be within the limits prescribed under Section 139 of the Companies Act, 2013, certifying that they are eligible for taking up the appointment.

With regard to Auditors' Report and their comments regarding non-provision for diminution in the value of shares and amount recoverable from Garware Nylons Ltd, the same has been clarified in note no. 22(6) to the notes to the accounts.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the loss during the period under review as also the loss for the previous year, the Company was not required to make any contribution towards CSR and thus the required details are "Not Applicable".

16. SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS :

Save and except an Order passed by the Hon'ble High Court dated 15.12.2014 in respect of the application filed by the Company in the High Court of Judicature at Bombay to seek validation of transfer of 14,99,988 Equity Shares of Global Offshore Services Limited, wherein the Company was directed to maintain "status quo" in respect of the said shares, there was no significant and material order passed by Regulators or Courts or Tribunals impacting the future operational or the "going concern" status of the Company.

17. INTERNAL FINANCIAL CONTROL:

In the opinion of the Board of Directors, there is adequate Internal Financial Control with respect to the preparation and presentation of the financial statements which forms part of the Annual Report.

18. DETAILS OF LOANS GRANTED / INVESTMENTS MADE / GUARANTEES GIVEN U/S 186 OF COMPANIES ACT, 2013:

During the period under review (1st July, 2014 to 31st March, 2015) the Company has not granted any loan, not made any investment and not given any guarantee u/s 186 of the Companies Act, 2013 and thus the required details are "Not Applicable".

19. PERSONNEL:

The relations with Employees continue to be cordial. Your Directors wish to express their appreciation of the services rendered by the devoted Employees.

20. DETAILS OF DIRECTOR & KEY MANAGERIAL PERSONNEL:

During the period under review (1st July, 2014 to 31st March, 2015), Mrs. Shefali S. Bajaj was appointed as Director of the Company w.e.f. 5th November, 2014.

During the period under review (1st July, 2014 to 31st March, 2015) under review, Mrs. Pooja Nambiar resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 30.08.2014 and Mrs. Nirmala Agarwal appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1st December, 2014.

21. DETAILS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES PURSUANT TO SECTION 188(1) OF COMPANIES ACT, 2013:

The required information is enclosed in Annexure B.

The Policy on dealing with related party transactions and materiality of related party transactions as approved by the Board may be accessed on the Company's website.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary) are covered under the policy.

The number of sexual harassment complaint/s received and disposed off during the year was Nil.

23. DEMATERILISATION OF SHARES :

The Company's Shares continue to be traded in Electronic form. As per Securities Exchange Board of India (SEBI) requirement, 100% of the Shares held by the promoters / persons acting in concert are in Electronic form.

24. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report and Corporate Governance Report along with the Auditors Statement of its compliance are given in a separate Annexure.

25. STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK POLICY :

Risk Management is a key aspect of the "Corporate Governance Principles and Code of Conduct" which aims to improve the governance practices across all Company activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in both internal and external environments in an attempt to capitalize on opportunities and limit negative impacts.

The risk management policy of the Company identifies, evaluates, monitors and minimizes identifiable risks.

26. SECRETARIAL AUDITOR:

The Board has appointed Mr. Rajkumar Tiwari, Practicing Company Secretary, to conduct Secretarial Audit for the period 1st July, 2014 to 31st March, 2015. The Secretarial audit report for nine months ended 31st March, 2015 is annexed herewith as Annexure C. to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

27. DISCLOSURE:

(i) CSR COMMITTEE :

The CSR Committee comprises of Mr. Aditya Garware as Chairman, Dr. B.M. Saraiya and Mr. Rajiv Khanna as other Members.

CSR Policy may be accessed on the Company's website www.garwaremarine.com

(ii) AUDIT COMMITTEE :

The Audit Committee comprises of 3 Non-Executive Directors namely Dr. B.M. Saraiya, Chairman, Mr. Aditya Garware and Mr. V.V. Desai as the Members. All the recommendations made by the Audit Committee were accepted by the Board.

(iii) VIGIL MECHANISM:

The Company has in place a Vigil Mechanism / Whistle Blower Policy, in terms of Companies Act, 2013 and Listing Agreement.

Protected Disclosure can be made by a Whistle Blower to Whistle Blower Officer or to the Chairman of Audit Committee in the manner as prescribed in the Whistle Blower Policy. The Policy on Vigil Mechanism / Whistle Blower Policy may be accessed on Company's website www. garwaremarine.com

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

Statement regarding Conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgo as required under Clause (m) of Sub-Section(3) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014 is annexed herewith as Annexure D. However in view of suspension of all manufacturing activities, the same is not applicable.

29. DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The information required under Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished in Annexure - E. As per provisions of Section 136(1) of the said Act, these particulars will be made available to a shareholder on request.

30. SUBSIDIARY / WHOLLY OWNED SUBSIDIARY (WOS):

The Company does not have a subsidiary.

During the period under review there was no Company which became or ceased to be subsidiary / joint venture or Associate Company.

31. ACKNOWLEDGEMENT:

The Board wishes to record the dynamic role of the Officers of the Company.

On Behalf of the Board

ADITYA A. GARWARE Chairman

Date : 28th May, 2015 Place: Mumbai

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Jun 30, 2014

Dear Members,

1. FINANCIAL RESULTS :

Rs. in Lacs

Year ended Year ended 30th June 14 30th June 13

Income from Operations (including Other Income) 566.43 985.67

Less: Expenses 896.73 951.26

Profit before Interest, Depreciation & Tax (330.30) 34.41

Less: Interest & Finance Charges 10.17 13.38

Profit before Depreciation & Tax (340.47) 21.03

Less: Depreciation & Amortization 1.63 33.75

Provision for Tax (13.11) 0.00

Net Profit for the year (328.99) (12.72)

2. DIVIDEND:

In view of the loss during the year under review, the Board of Directors have not recommended any dividend for the year 2013-14.

3. OPERATIONS:

During the year under review, the lay-off declared in the previous year effective 22nd April, 2013 continued till 26th December, 2013. Pursuant to the authority given to the Board by the Members through a Special Resolution passed u/s 180(1) (a) of the Companies Act 2013, Plant of the Company situated at E-10, MIDC Industrial Area, Ahmednagar - 414001 (Maharashtra) were disposed off. All the workmen and staff at Ahmednagar have been fully compensated under the severance scheme and have exited the Company.

During the year, Company could generate Rs.130.26 Lakhs from repair activity.

4. FUTURE OUTLOOK:

The Repair Division, continues profitably and is expected to continue doing so. The Company is in the process of consolidation and will explore the possibilities of new business upon consolidation.

5. RESPONSIBILITY STATEMENT:

The Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors'' Report) have been made from the same;

b) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year and the loss of the Company for that year ended as on 30th June 2014;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the Annual Accounts on a going concern basis.

6. LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the year 2014-15 to Bombay Stock Exchange Limited where the Shares of the Company are listed.

7. FIXED DEPOSITS:

During the period under review, the Company has not accepted any deposit from public and shareholders.

8. DIRECTORS:

Mr. A. B. Garware - Director, resigned from the Board w.e.f. 30.08.2014. The Board places on record its appreciation for the valuable guidance and contribution made by him during his tenure as Director. Consequent to his resignation Mr. Aditya A. Garware has been appointed as Chairman of the Board of Directors w.e.f. 30.08.2014.

Mrs. Shefali S. Bajaj is appointed as Additional Director on 05.11.2014 and holds office till the date of ensuring Annual General Meeting. Notice from a member proposing her candidature for the office of Director has been received by the Company.

Mr. Aditya A. Garware, Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment.

In order to comply with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with BSE Ltd., Mr. Mr. V. V. Desai, Dr. B. M. Saraiya and Mr. Rajiv S. Khanna are proposed to be appointed as Independent Directors for a term of 5 (five) consecutive years from the date of ensuing Annual General Meeting.

Members are requested to appoint them.

9. AUDITORS & AUDITORS'' REPORT:

You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fix their remuneration.

The Company has obtained a Eligibility Certificate from Auditors certifying that their re-appointment, if made at the ensuing Annual General Meeting shall be within the limits prescribed under Section 141 of the Companies Act, 2013.

With regard to Auditors'' Report, the Notes to the Accounts are self explanatory.

10. PERSONNEL:

The relations with Employees continue to be cordial. The Company would like to record its appreciation to Mr. S. V. Atre, Executive Director who was solely responsible for ensuring that the scheme of severance of employees was successful.

The Company did not have any Employee falling within the purview of Section 217(2A) of the Companies Act 1956.

11. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report and Corporate Governance Report along with the Auditors Statement of its compliance are given in a separate Annexure.

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

As required under Rule 2 of The Companies (Disclosure of particulars in the Report of Board of Directors), Rules, 1988, the particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Outgo / Earnings, etc. are given in Form A & B in Annexure 1 of the Report.

13. ACKNOWLEDGEMENT:

The Board wishes to record the dynamic role of the Officers of the Company.

On Behalf of the Board

ADITYA A. GARWARE Chairman Date : 05th November, 2014 Place: Mumbai

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Jun 30, 2010

Rs. in Lacs

Year ended Year ended 30.06.10 30.06.09

1. FINANCIAL RESULTS:

Income from Operations / Other Income 1299.97 1377.95

Less: Expenses (1158.17) (1120.70)

Profit before-Interest, Depreciation & Tax 141.80 257.25

Less: Interest & Finance Charges (31.38) (46.42)

Profit before Depreciation & Tax 110.42 210.83

Less: Depreciation & Amortization 30.02 (27.57)

Provision for Tax (including Fringe Benefit Tax) (8.44) (33.13)

Net Profit for the year 71.96 150.13



2. DIVIDEND

The Board of Directors is pleased to recommend Dividend @5% (previous year 5%) subject to the approval of the Members at the ensuing Annual General Meeting out of the Current Profits of the Company on 57,66,184 fully paid up Equity Shares of Rs.10/- each. The Cash Outflow on account of Dividend will be Rs.33.62 Lacs (previous year Rs. 33.73 Lacs) inclusive of tax on Dividend.

3. OPERATIONS:

During the year under review, the Company sold 328.896 MT of Fishing nets as against 329.495 MT in the previous year. Income from operations for the year under review was Rs. 942.27 Lacs as against Rs.830.47 Lacs. Even though the quantity of sales had fallen by 1 ton appx, the gross revenue increased in view of the price realization.

4. INSTALLATION OF NEW MACHIERY:

Two new machines were installed and commissioned in August, 2010.

5. FUTURE OUTLOOK:

Installation of new machines will increase productivity of the plant. The Company is striving to reduce overheads by further streamlining operations.

6. RESPONSIBILITY STATEMENT;

The Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors Report) have been made from the same.

b) That they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the year and the profit of the Company for that year ended as on 30.06.2010.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That they have prepared the Annual Accounts on a going concern basis.

7. LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the year 2010-11 to Bombay Stock Exchange Ltd. where the Shares of the Company are listed.

8. FIXED DEPOSITS:

During the period under review, the Company has not accepted any deposit from public and shareholders.

9. DIRECTORS;

Mr. Aditya A. Garware and Dr. B.M. Saraiya, Directors, retire by rotation and being eligible, offers themselves for re-election. The members are requested to elect them.

The Board of Directors, subject to the shareholders approval have re-appointed Mr. S.V. Atre. Executive Director, for further period of 3 years w.e.f. 31.10.2010. The members are requested to approve his re-appointment and payment of remuneration payable to him.

10. AUDITORS & AUDITORS REPORT:

You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fix their remuneration.

The Company has obtained a Certificate from Auditors certifying that their re-appointment, if made at the ensuing Annual General Meeting shall be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

With regard to Auditors Report, the Notes to the Accounts are self explanatory.

11. PERSONNEL;

The relations with Employees continue to be cordial.

The Company did not have any Employee falling within the purview of Section 217(2A) of the Companies Act, 1956.

12. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report and Corporate Governance Report along with the Auditors Statement of its compliance are enclosed in a separate Annexure.

13. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND QUTGQ;

As required under Rule 2 of The Companies (Disclosure of particulars in the Report of Board of Directors), Rules, 1988, the particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Outgo / Earnings, etc. are given in Form A & B in annexure 1 of the Report.

14. ACKNOWLEDGEMENT:

The Board wishes to record the dynamic role of the Officers of the Company.



On Behalf of the Board

Place: Mumbai ASHOK GARWARE

Dated: 9th November, 2010 CHAIRMAN

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Dec 31, 2000

1. The Directors present the Companys 23rd Annual Report together with the Audited Statement of Accounts of the Company for the 12 months ended 31st December, 2000.

2. FINANCIAL RESULTS :

Period ending Period ending 31st Dec00) 31st Dec99) (Rupees) (Rupees)

Profit (loss ) before interest, 1,61,89,236 1,26,02,164 Depreciation and Tax

Interest 1,09,37,972 1,15,89,085

Profit/(loss ) before depreciation 52,51,265 10,13,079

Depreciation 15,98,138 15,27,446

Tax (Provision for earlier year) 8,00,000 8,00,000

Profit/(loss) for the year 28,53,126 (13,14,368)

3. OPERATIONS :

The production of Fish Knitted fabrics during the year ended 31st December, 2000 amounted to 307 M.T. as against 299 M.T. during the previous year. The production of floats was 82 M.T. As against 60 M.T. During the previous year.

Total income during the year amounted to Rs.10.30 Crores as against Rs.11.10 Crores for the previous Accounting Year.

Sluggish & fluctuating demand continued to affect Companys sales on account of the fishing industry continuing to experience a recession. This recession was mainly caused by general fish famine that is prevalent in the World as a result of the Elnino +Elnina currents. Apart from this, due to the absence of control of fishing along the coastline, extreme "over-fishing" has taken place, which has not allowed young fish to grow & spawn. Large International Fishing Trawlers have also Been illegally encroaching upon indian waters and taking away a large share of the fish catch.

As a result several States in India had imposed a ban on fishing for varying periods during the year.

4. DEMATERIALISATION OF SHARES :

The Company is in the process of negotiating with Registrar & Transfer Agent for Dematerialisation of Shares Tripartite Agreements will be signed with both the Depositories viz. Central depository Services Ltd (CDSL) and National Security Depository Ltd (NSDL) shortly for making available Shares of the Company in dematerialised form..

5. FIXED DEPOSITS :

10 Deposits totalling Rs.45,000/- have remained unclaimed as op date.

6. DIRECTORS:

Mr. S.M.Laud & Mr. V.V.Desai, Directors retire by rotation, being eligible, offer themselves for re-election. Mr. S.M.Navare has ceased to be a Director.

7. DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors would like to inform Members that the Audited Accounts containing the Financial Statements for the year 2000 are in full conformity with the requirement of the Act and they believe that the Financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Companys Financial condition and results of operations. Thesefinancial statements are audited by the Statutory Auditors M/s. Thakur & Gupta Associates.

Your Directors further confirm that :

(i) in the preparation of the Annual Accounts, applicable Accounting Standards have been followed :

(ii) the Accounting Policies are consistently applied and reasonable, prudent judgement and estimates are made so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial year :

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities :

(iv) that the Directors had prepared the Annual Accounts on a going concern basis.

8. AUDITORS :

You are requested to appoint Auditors for the current year ending 31st December, 2001 and to fix their remuneration. With regard to the Auditors Report, the Notes to the Accounts are generally self-explanatory.

9. PERSONNEL :

The relations with employees at both the Plants and the Head Office of the Company have generally been cordial.

The Company did not have any employee falling within the purview of Section 217 (2A) of the Companies Act, 1956.

10. Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo :

As required under rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of Energy, Technology absorption, Foreign Exchange outgo/earnings etc. are given in Forms A & B in Annexure 1 of the Report.

11. ACKNOWLEDGEMENT:

The Board thanks the Companys Bankers for their continued support.

On behalf of the Board of Directors

ASHOK GARWARE

Chairman

Mumbai

Date : 31.05.2001