Directors Report of Garware Synthetics Ltd.

Mar 31, 2024

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

FINANCIAL RESULTS:

(Amount in Rs.)
PARTICULARS	2023-2024	2022-2023
Revenue from operation	10,69,98,857	11,40,05,668
Other Income	1,93,305	7,92,434
Profit/ (Loss) for the year before providing Depreciation & Financial Charges	38,89,585	93,14,008
Less: Depreciation	44,00,317	46,90,413
Financial Charges	36,81,232	32,92,022
Profit/(Loss) Before Exceptional Items and Tax	(41,91,964)	13,31,573
Exceptional Items and Extraordinary Item	27,50,000	21,97,500
Profit Before Tax	(14,41,964)	35,29,073
Current Tax	61,000	6,00,000
Short provision of Income tax relating to earlier years	(27,833)	(20,22,130)
Deferred tax	(9,97,826)	(8,31,071)
Profit After Tax	(4,77,305)	57,82,273

BUSINESS REVIEW:

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

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

STATE OF COMPANY AFFAIRS:

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

DIVIDEND:

With a view to strengthen the financial position of the Company and for the future growth of the Company, your directors did not recommend any dividend to its shareholders.

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to Reserves.

DEPOSITS:

During the year under review, your Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments made / given by the Company in the year 2023-2024 as per section 186 of the Companies Act, 2013 has been disclosed in the note to accounts of Financial Statements.

PARTICULAR OF CONTARCTS OR ARRANGEMENT WITH RELATED PARTY TRANSACTION:

The Particular of contracts and arrangements entered into by the Company with related parties as referred section 188 of companies Act, 2013 and Rules made thereunder, are on arms lengths basis and are mentioned in Annexure-I to Directors report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

EMPLOYEES RELATIONS:

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

Appointment:

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

Cessation:

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

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

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

Retirement by rotation:

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

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

None of the Directors are disqualified from being appointed as specified in Section 164 of the Companies Act, 2013 as amended.

Declaration by an Independent Director(s) and Re- Appointment:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with Rules and Regulation 16(1) (b) of SEBI (Listing Obligation and disclosure requirements) Regulation, 2015 with the Stock Exchanges.

Board Evaluation:

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

Remuneration Policy:

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made thereunder, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

The Board of Directors met in the below mention dates during the year and the gap between two board meetings is not more than 120 Days, but the same has been extended by MCA to conduct the Board meeting not exceeding gap more than 180 days between two Board meetings.

30.05.2023

11.08.2023

28.08.2023

23.10.2023

25.10.2023

08.11.2023

13.02.2024

Details of the changes in composition and attendance of Members of the Board during the year 2023-2024 are as follows:
Sr. No.	Name of Director	Designation	Category	No. of Meetings
				Held	Attended
1.	Mr. Sunder Moolya	Chairman	Whole time Director	7	7
2.	Mr. Santosh Borkar	Director	Executive Director	7	7
3.	Mr. Kirtikumar Bhailal Doshi	Independent Director	Non- Executive Independent Director	7	7
4.	Mrs. Shilpa Parab	Independent Woman Director	Non- Executive Independent Director	7	7
5.	Mr. Sandip Pawar	Independent Director	Non- Executive Independent Director	7	7
6.	Mr. Deepak Kamble	Director	Executive Director	7	7

AUDIT COMMITTEE:

The Company has an Independent Audit Committee which has been formed in pursuance of Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Section 177 of the Companies Act, 2013.

The Primary objective of the committee is to monitor and provide effective supervision of the management’s financial reporting process to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting.

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

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

30.05.2023

11.08.2023

08.11.2023

13.02.2024

The Following are the members of the Audit Committee:
Sr.	Name of	Designation	Category	No. of Meetings
No.	Director			Held	Attended
1.	Mr. Sandip Pawar	Chairman	Non- Executive Independent Director	4	4
2.	Mr. Kirti B. Doshi	Member	Non- Executive Independent Director	4	4
3.	Mrs. Shilpa Parab	Member	Non-Executive Independent Woman Director	4	4

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

NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

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

28.08.2023

The Following are the members of the Nomination and Remuneration Committee:
Sr. No.	Name of Director	Designation	Category	No. of Meetings
				Held	Attended
1.	Mr. Sandip Pawar	Chairman	Non- Executive Independent Director	1	1
2.	Mr. Kirtikumar Bhailal Doshi	Member	Non-Executive Independent Director	1	1
3.	Mrs. Shilpa Parab	Member	Non-Executive Independent Woman Director	1	1

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

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

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

30.05.2023

11.08.2023

08.11.2023

13.02.2024

The Following are the members of the Stakeholder relationship Committee:
Sr. No.	Name of Director	Designation	Category	No. of Meetings
				Held	Attended
1.	Mr. Sandip Pawar	Chairman	Non- Executive Independent Director	4	4
2.	Mr. Kirtikumar Bhailal Doshi	Member	Non- Executive Independent Director	4	4
3.	Mrs. Shilpa Parab	Member	Non-Executive Independent Woman Director	4	4
There were no changes in composition of Stakeholder committee. It remained the same as last year.

Independent Directors play an important role in the governance processes of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision-making process at the Board with different points of view and experiences and prevents conflict of interest in the decisionmaking process.

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

Based on the disclosures received from all the Independent Directors and also in the opinion of the Board, the Independent Directors fulfills the conditions specified in SEBI (LODR) Regulations, 2015 and are independent of the management.

During the year under review, the Independent Directors met on 13.02.2024, interalia:

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

• To review the performance of the Board of the Company as a whole;

• To review the performance of Chairman of the Company taking into account the views of Executive Directors on the same;

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

SHARE CAPITAL:

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

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

During the year 2023 - 2024 there was no change in Share capital and the Company has not made any issue of equity shares with differential voting Rights, Sweat Equity Shares and Employee Stock Option.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KMP AND PARTICULAR OF EMPLOYEES:

Statement of Disclosure of Remuneration under Section 197 of the Companies Act 2013 and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is as follows:

1.	The Ratio of the remuneration of each Director to the median of the employees of the Company for the Financial Year:
	Name of the Director	Designation	Ratio of remuneration of each Director / to median remuneration of employees
	Mr. Sunder Moolya	Whole time Director	2.06:1
	Mr. Santosh Borkar	Executive Director	0.84:1
	Mr. Deepak P. Kamble	Executive Director	1.21:1
	Note: The Independent Directors do not receive any remuneration except sitting fees.

2.	During the Financial Year the percentage increase in remuneration of Directors and Key Managerial Personnel is as follows:
	Name of the Director	Designation	Percentage (Increase / decrease in the remuneration)
	Mr. Sunder Moolya	Whole time Director	-0.96
	Mr. Santosh Borkar	Executive Director	-15.46
	Mr. Deepak Kamble	Executive Director	9.77
	Mr. Dinesh Gurav	Chief Financial Officer	8.19
	Mrs. Swati Shah	Company Secretary and Compliance officer	NIL

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

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

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

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

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

WHISTLE BLOWER POLICY:

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

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

A high-level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

STAUTORY AUDITORS:

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

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

STATUTORY AUDIT REPORT:

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

The Auditors of the Company have not reported any fraud as specified under second proviso of Section 143 (12) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the company has appointed M/s. S. G. and Associates, Practicing Company Secretaries Mumbai to undertake the Secretarial Audit of the Company for the Financial Year 2023-2024. The Secretarial Audit report i.e. Form MR-3 is “Annexure III” to this report. The secretarial audit report contained following observations and remarks:

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

1. We further report that the Company has not appointed Internal Auditor as required under Section 138 of the Companies Act, 2013 and Rules made thereunder.

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

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

The Board’s comment on the observations is as follows:

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

2. The Company is regularly sending reminders to the Shareholders for getting their shares in Dematerialized Form.

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

COST AUDIT:

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

ANNUAL RETURN:

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

RISK MANAGEMENT POLICY:

The Board has adopted risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to company’s policy, safeguarding of its assets, Prevention detection fraud and error etc.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2023-2024, the Company has received 0 (zero) complaint on sexual harassment.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year on the operations of the Company, as required under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is provided as “ANNEXURE IV” to the Annual Report.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, a Report on Corporate Governance Report is not applicable to the Company as it does not fall under the criteria of Paid-up Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

LISTING WITH STOCK EXCHANGE:

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

ACKNOWLEDGEMENTS:

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

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Mar 31, 2015

The Directors have pleasure in presenting their 46th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

FINANCIAL RESULTS :

PARTICULARS 2014-2015 2013-2014 Rs Rs

Total Revenue for the Period 90,123,961 74,783,249

Profit/ (Loss) for the year before providing Depreciation

& Financial Charges 7,931,887 (3,763,799)

Less: Depreciation 174,364 506,142 Financial Charges 15,81,655 29,125

Profit/(Loss) Before Exceptional Items and Tax 6,175,868 (4,299,066)

Exceptional Items and Extraordinary Item 1,234,491 (4,582,671)

Profit Before Tax 4,941,377 283,605

Deferred Tax (1,182,252) (571,412)

Profit After Tax 6,123,629 855,017

BUSINESS REVIEW:

The Company achieved the Revenue from Operations of X 81,034,797 as against X 74,288,249 achieved during the previous year ended on 31st March, 2014.

During the year Company earned Net Profit of Rs. 6,123,629 as against Net Profit ofRs. 855,017 during the previous year ended on 31st March, 2014.

DIVIDEND:

With a view to strengthen the financial position of the Company, your Directors did not recommend any dividend for its equity shareholders.

DEPOSITS:

Your Company has accepted deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as stated in the notes to Accounts which is form part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments made / given by the Company in the year 2014 – 2015 as per section 186 of the Companies Act, 2013 is stated in the notes to Accounts which is form part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

The Company, through its own, independent Internal Audit Department carries out periodic audits and functions based on the annual audit plan (keeping in mind various key risks) approved by the Audit Committee, and inter alia, tests the design, adequacy and operating effectiveness of the internal controls. Significant observations including recommendation for improvement of business processes are reviewed by the Management before reporting to the Audit Committee, which reviews the Internal Audit reports, and monitors the implementation of audit recommendations.

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

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

EMPLOYEES RELATIONS:

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

DIRECTORS:

Declaration by an Independent Director(s) and Re- Appointment:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(7) of Companies Act, 2013 read with Rules and Clause 49 of the Listing Agreement with the Stock Exchanges.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

Appointment:

During the year 2014-2015, Ms. Kavita Sandeep Pawar (DIN: 02717275) was appointed as an Additional Director on the Board of the Company. Further, as per Section 149 of Companies Act, 2013 and rules made there under and as per listing agreement, the Company is required to appoint a Women Director on the Board of the Company. Hence, Ms. Kavita Sandeep Pawar is being appointed as a Director in order to comply with the regulations and also to use her expertise knowledge for the benefit and growth of the Company.

Cessation:

None of the Directors have ceased from their office during the year 2014 - 15.

Retirement by rotation:

Pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Santosh Borkar (DIN: 03134348) Director of the Company, shall retire by rotation at this Annual General Meeting, and being eligible, offer himself for re-appointment. The Board commends their re- appointment by the members at the forthcoming Annual General Meeting.

None of the Directors are disqualified from being appointed as specified in Section 164 of the Companies Act, 2013 as amended.

FORMAL ANNUAL EVALUATION:

In terms of the provisions of the Act, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee (NRC) and Stakeholders Relationship Committee (SRC).

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors during the year 2014-15 duly met Seven times as under:

30th May, 2014, 14th August, 2014, 13th November, 2014, 17th December, 2014, 12th February, 2015, 16th February, 2015 and 31st March, 2015

DIRECTORS' RESPONSIBILITY STATEMENT:

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

i) in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

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

v) the Directors have prepared the accounts for the financial year ended 31 st March, 2015 on a going concern basis. The Directors are very much hopeful that the Company's performance will improve in the forth coming financial years.

v ) the Directors had laid down internal financial controls to be followed by Company and that such internal financial controls are adequate and were operating effectively.

vi) the Director had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

SHARE CAPITAL:

During the year 2014-2015 the Company has not made any issue of equity shares with differential voting Rights, Sweat Equity Shares and Employee Stock Option.

However, Company has during the year issued and allotted 4,60,000 Equity Warrants on preferential basis to the Promoters, with each warrant convertible into one Equity Share of the Company of nominal value of Rs. 10/- each at a price of Rs. 50/- which includes a premium of Rs. 40/- per share and 4,00,000 Equity Shares for cash at a price of Rs. 50/- per equity share (including premium of Rs. 40/- per Equity Share) on preferential basis to the Promoters.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

AUDIT COMMITTEE:

The Committee met 4 times during the year review. The said meetings were held on 30th May, 2014, 14th August, 2014, 13th November, 2014 and 12th February, 2015.

Composition and attendance during the financial year ended 31 st March, 2015 is as under: S. Name of Director Designation Category No. of No. meetings attended

1. Shri. Ramesh Chandorkar Chairman Non Executive Independent Director 4

2. Shri. Kirtikumar Doshi Member Non Executive Independent Director 4

3. Shri. Santosh Borkar Member Director 4 4. Shri. Bharat Shah Auditor Permanent Employee (Invitee) 4

NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013 (the Act), the 'Remuneration Committee' has been re-designated as the 'Nomination and Remuneration Committee' with amended scope of powers as mandated by the Act.

Composition of Nomination and Remuneration Committee is as under:

Sr. No. Name of Director Designation Category

1. Shri. Ramesh Chandorkar Chairman Non Executive Independent Director

2. Shri. Kirtikumar Doshi Member Non Executive Independent Director

3. Ms. Kavita Pawar Member Non Executive Director

Education Committee et once during the year i.e. 005

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013 (the Act), the 'Shareholders Grievance Committee' has been re-designated as the 'Stakeholders Relationship Committee' with amended scope of powers as mandated by the Act.

Composition of Stakeholders Relationship Committee is as under:

Sr. No. Name of Director Designation Category

1. Shri. Ramesh Chandorkar Chairman Non Executive Independent Director

2. Shri. Kirtikumar Doshi Member Non Executive Independent Director

3. Ms. Kavita Pawar Member Non Executive Director

MANAGERIAL REMUNERATION:

The Company has disclosed the Managerial Remuneration in the Annual Report.

WHISTLE BLOWER POLICY:

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

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

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

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITORS

M/s. B. V. Shah & Associates, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Company has obtained an eligibility certificate from them of their re-appointed it would be in accordance with the prescribed limits specified under section 139 of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed S. G. and Associates, Practicing Company Secretaries (Mumbai) to undertake the Secretarial Audit of the Company for the Financial Year 2014-2015. The Secretarial Audit report i.e. Form MR-3 is annexed herewith.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return i.e. Form MGT-9 is forming the part of this Annual Report and is annexed herewith.

RISK MANAGEMENT POLICY:

The company has framed a risk management policy and the same is available on the website of the Company. The Company believes that risk should be managed and monitored on a continuous basis. As a result, the Company has designed a dynamic risk management framework to allow managing risks effectively and efficiently, enabling both short term and long term strategic and business objectives to be met.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors i.e. B.V.Shah & Associates (Chartered Accountants) regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's shares are listed.

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

For Garware Synthetics Limited,

-Sd- -Sd-

Sunder. K. Moolya Santosh Borkar

Whole Time Director Director

DIN: 02926064 DIN: 03134348

Date: 24th August, 2015

Place: Mumbai

---

Mar 31, 2014

The Members,

Garware Synthetics Limited

The Directors have pleasure in presenting the 45th Annual Report for the financial year ended 31st March, 2014.

1. BUSINESS REVIEW:

The Company achieved the Revenue from Operations of Rs. 74,288,249 as against Rs. 73,663,463 achieved during the previous year ended on 31st March, 2013.

During the year Company earned Net Profit of Rs. 855,017 as against Net Profit of Rs. 2,426,312 during the previous year ended on 31st March, 2013.

2. FINANCIAL RESULTS:

Your Directors present hereunder the 45th Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the financial year ended 31st March, 2014.

The Financial results are summarized as under:

PARTICULARS 2013-2014 2012-2013 (Rs.) (Rs.)

Total Revenue for the Period 74,783,249 73,672,032

Profit/ (Loss) for the year before providing

Depreciation & Financial Charges (37,58,754) 69,431

Less: Depreciation 5,06,142 4,87,549

Financial Charges 34,170 2,09,725

Profit/(Loss) Before Exceptional Items (42,99,066) 61,14,945 and Tax

Exceptional Items and Extraordinary Item (45,82,671) 21,19,425

Profit Before Tax 2,83,605 39,95,520

Provision for Tax (5,71,412) (15,69,209)

Profit After Tax 8,55,017 24,26,311

3. DIVIDEND:

In view of the accumulated losses suffered by your Company, Directors regrets their inability to recommend any dividend for the year under consideration.

4. DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sunder K. Moolya (DIN: 02926064) Whole Time Director of the Company, shall retire by rotation at this Annual General Meeting, and being eligible, offer himself for re-appointment. The Board commends their re- appointment by the members at the forthcoming Annual General Meeting.

None of the Directors are disqualified from being appointed as specified in section 274 (1) (g) of the Companies Act 1956 or Section 164 of the Companies Act, 2013 as amended.

Further in Mr. Ramesh G. Chandorkar (DIN: 02897945), Mr. Kirti B. Doshi (DIN: 02897948) shall be appointed as Independent Directors of the Company.

The Company have received declaration from Mr. Ramesh G. Chandorkar (DIN: 02897945), Mr. Kirti B. Doshi (DIN: 02897948) Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub - section (6) of the Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchanges.

Brief details of Directors proposed to be appointed/re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility

Statement, it is hereby confirmed.

i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

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

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2014 on a going concern basis,

6. DEPOSITS

The Company has not accepted any deposit Under Section 58A of the Companies Act, 1956 for the Year under consideration.

7. AUDITORS

M/s. B. V. Shah & Associates, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Company has obtained an eligibility certificate from them of re-appointed it would be in accordance with the prescribed limits specified under section 139 of the Companies Act, 2013.

8. CORPORATE GOVERNANCE REPORT:

As per Clause 49 of Listing Agreement, a separate section containing the Report on Corporate Governance together with the certificate on the compliance with the condition of corporate governance issued by M/s. B V. Shah & Associates, Chartered Accountants, Mumbai are attached herewith.

9. REVOCATION OF SUSPENSION FROM BSE:

The management is very happy to bring it to the kind notice of the members that after continuous efforts of the Directors of the Board, BSE has revoked the suspension from trading of Equity Scripts on Bombay Stock Exchange.

The Shares of the Company are now being traded on the Bombay Stock Exchange (BSE) Limited.

10. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report (Annexure ''A'')

11. INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:

No employees were employed throughout the year under review. Therefore the particulars required under Section 217(2A) of the Companies Act, 1956 and the rules framed there under are not furnished herewith

For and on behalf of the Board For Garware Synthetics Limited,

Sunder. K. Moolya Santosh Borkar Whole Time Director Director DIN: 02926064 DIN: 03134348

Date: 03rd September, 2014 Place: Mumbai

---

Mar 31, 2013

The Members of GARWARE SYNTHETICS LIMITED

The Directors have pleasure in presenting the 44th Annual Report for the financial year ended 31st March, 2013.

1. BUSINESS REVIEW:

The Company achieved the total revenue of Rs. 78,938,821 as against Rs. 80,225,437 achieved during the previous year ended on 31st March, 2012.

During the year Company earned Net Profit of Rs. 2,426,311 as against Net Profit of Rs. 1,399,352 during the previous year 31st March, 2012.

2. FINANCIAL RESULTS:

Your Directors present hereunder the 44th Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the financial year ended 31st March, 2013.

The Financial results are summarized as under:

PARTICULARS 2012-2013 2011-2012

Sales Turnover for the Period 7,36,63,463 7,63,79,602

Profit/ (Loss) for the year before providing 68,12,219 70,33,362 Depreciation & Financial Charges

Less: Depreciation 4,87,549 4,83,536

Financial Charges 2,09,725 45,498

Profit/(Loss) Before Exceptional Items and Tax 61,14,945 65,04,328

Exceptional Items and Extraordinary Item 21,19,425 68,70,087

Profit Before Tax 39,95,520 (3,65,759)

Provision for Tax (15,69,209) 17,65,111

Profit After Tax 24,26,311 13,99,352

3. DIVIDEND:

In view of the accumulated losses suffered by your Company, Directors regrets their inability to recommend any dividend for the year under consideration.

4. DIRECTORS:

Pursuant to Section 255 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ramesh Gopal Chandorkar Director of the Company, retire by rotation at this Annual General Meeting, and being eligible, offer himself for re-appointment. The Board commends their re- appointment by the members at the forthcoming Annual General Meeting.

None of the Directors are disqualified from being appointed as specified in section 274 (1) (g) of the Companies Act, 1956 as amended.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed.

i) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii)That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

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

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2013 on a going concern basis,

6. DEPOSITS

The Company has not accepted any deposit Under Section 58A of the Companies Act, 1956 for the Year under consideration.

7. AUDITORS

M/s. B. V. Shah & Associates, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Company has obtained an eligibility certificate from them of re-appointed it would be in accordance with the prescribed limits specified under section 224(1-B) of the Companies Act, 1956.

8. CORPORATE GOVERNANCE REPORT:

As per Clause 49 of Listing Agreement, a separate section containing the Report on Corporate Governance together with the certificate on the compliance with the condition of corporate governance issued by M/s. B V. Shah & Associates, Chartered Accountants, Mumbai are attached herewith.

9. EQUITY SHARES OF COMPANY SUSUPENED FROM BSE

The Equity Scripts of the Company are been suspended from Trading on Bombay Stock Exchange (BSE) however your Management have taken all necessary steps to remove the Suspension on Trading by way of complying with all the clauses of the listing agreement and by paying all the listing fess.

However the Equity Scripts are still suspended from trading on Bombay Stock Exchange (BSE) and the suspension will be revoked in near future.

10. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report (Annexure ''A'')

11. INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:

No employees were employed throughout the year under review. Therefore the particulars required under Section 217(2A) of the Companies Act, 1956 and the rules framed there under are not furnished herewith

For and on behalf of the Board

For Garware Synthetics Limited,

Sunder. K. Moolya Santosh Borkar

Whole Time Director Director

Place: Mumbai

Date: 05/09/2013

---

Mar 31, 2012

To The Members of GARWARE SYNTHETICS LIMITED

The Directors have pleasure in presenting the 43rd Annual Report for the financial year ended 31st March, 2012.

1. BUSINESS REVIEW:

-me Company achieved the total revenue of Rs.80,225,437 as against Rs.54,796,447 achieved during the previous year ended on 31st March, 2011.

During the year Company earned net profit of Rs.l,399,350 as against profit of Rs. 2,769,879 during the previous year 31st March, 2011.

2. FINANCIAL RESULTS:

Your Directors present hereunder the 43rd Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the financial year ended 31 March, 2012.

The Financial results are summarized as under:

PARTICULARS 2011-2012 2010-2011

Sall Turnover for the Period 7,63,79,602 5,44,95,947

Profit/ (Loss) for the year before providing Depredation &

Financial Charges 70,33,360 12,74,455

Less: Depreciation 4,83,536 4,83,938

Financial Charges 45,498 2,500

Profit/(Loss) Before Exceptional Items and Tax 65,04,326 7,88,017

Exceptional Items 68,70,087 (19,81,862)

Profit / (Loss) Before Tax (3,65,761) 27,69,879

Provision for Tax 17,65,111

Profit After Tax 13,99,350 27,69,879

3. DIVIDEND:

In view of the accumulated losses suffered by your Company, Directors regrets their inability to recommend any dividend for the year.

4. DIRECTORS:

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Santosh Borkar, Director of the Company, retire by rotation at this Annual General Meeting, and being eligible, offer himself for re-appointment. The Board commends their re- appointment by the members at the forthcoming Annual General Meeting.

None of the Directors are disqualified from being appointed as specified in section 274 (1) (g) of the Companies Act, 1956 as amended.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed.

i) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

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

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2012 on a going concern basis,

6. DEPOSITS

The Company has not accepted any deposit Under Section 58A of the Companies Act, 1956.

7. AUDITORS

M/s. B V. Shah & Associates, Chartered Accountants, who are statutory auditors of the company , hold office, in accordance with the provision of the Act up to conclusion of the forthcoming AGM and are eligible for re-appointment.

8. CORPORATE GOVERNANCE REPORT:

As per Clause 49 of Listing Agreement, a separate section containing the Report on Corporate Governance together with the certificate on the compliance with the condition of corporate governance issued by practicing Chartered Accountant are appended hereto and they form part of this Annual Report.

9. EQUITY SHARES OF COMPANY SUSUPENED FROM BSE

Due to Non- Compliances of Listing Agreement with The Bombay Stock Exchange, the Company is suspended from trading for the Financial Year 2011-12.

During the financial year 2011 - 2012 the company was in process of duly complying with the Provision of Listing Agreement and Provisions of Companies Act, 1956. The Company has already paid all the listing fees and had duly submitted all the documents called by Bombay Stock Exchange for revocation of Suspension. The Directors of the company is looking forward to remove suspension of Equity Shares from the prestigious exchange in ensuing year

10.PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE.

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report (Annexure 'AO

11.INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:

No employees were employed throughout the year under review. Therefore the particulars required under Section 217(2A) of the Companies Act, 1956 and the rules framed there under are not furnished herewith.

For and on behalf of the Board

For GARWARE SYNTHETICS LIMITED

Sd/-

Sundar. K. Moolya

Place: Mumbai

Date: 24th August, 2012 Director

---

Mar 31, 2011

TO THE MEMBERS of GARWARE SYNTHETICS LIMITED

The Directors have pleasure in presenting the 42nd Annual Report and the Balance Sheet as at 31st March 2011.

BUSINESS REVIEW:

During the year Company earned net profit of Rs.0.28 Crores as against loss of Rs.3.47 Crores during the previous year. On the cost fronts the company has rationalized various overheads and earned profit to the extent feasible.

FINANCIAL RESULTS:

Your Directors present hereunder the 42nd Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the financial year ended 31st March, 2011.The financial results are summarized as under:

(Rs. in Lakhs)

Particulars 2010-11 2009-10

Sales Turnover for the period 599.46 416.84

Profit / (Loss) for the year before providing 32.56 14.60 Depreciation & Financial Charges

Less : 1) Depreciation 4.84 1.99

2) Financial Charges 0.03 0.15

Profit / (Loss) for the year 27.70 12.46

Prior year adjustment (Net) (19.81) 359.09

Fringe Benefit Tax - -

Loss brought forward from last year (2067.09) (1720.47)

Balance of Loss carried to Balance Sheet (2039.40) (2067.09)

DIVIDEND:

In view of the past accumulated losses suffered by your Company and inadequate profits during the year, Directors regret their inability to recommend dividend during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied consistently and judgments and estimates that were 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 of the Profit of the Company for the year under review;

3. 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts for the financial year 31st March, 2011 on a going concern basis.

DEPOSITS:

The Company has not accepted any deposit Under Section 58A of the Companies Act, 1956

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Shri Ramesh G. Chandorkar, Director of the Company retire by rotation at the for coming Annual General Meeting and being eligible, offers oneselves for re-appointment. The Board commends their re- appointment by the members at the forthcoming Annual General Meeting.

None of the Directors are disqualified from being appointed as directors as specified in section 274 (1)(g) of the Companies Act, 1956, as amended.

AUDITORS:

M/s. B. V. Shah & Associates, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Company has obtained an eligibility certificate from them if re-appointed it would be in accordance with the prescribed limits specified under section 224(1-B) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

As per Clause 49 of Listing Agreement, a separate section containing the Report on Corporate Governance together with the certificate on the compliance with the conditions of corporate governance issued by practicing Chartered Accountant are appended hereto and they form part of this Annual Report.

EQUITY SHARES OF COMPANY SUSPENDED FROM BSE:

Due to Non-Compliance of Listing Agreement of Bombay Stock Exchange and non payment of Listing Fees Equity Scripts of Company are suspended from trading through Stock Exchange from the Financial Year 2002-03.

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

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo forms part of this report (Annexure 'A')

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:

No employees were employed throughout the year under review. Therefore, the particulars required under Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder are not furnished herewith.



FOR AND ON BEHALF OF THE BOARD

Sunder K. Moolya Santosh B. Borkar

Director Director

Place: Mumbai

Date: 29th August, 2011

---

Mar 31, 2010

TO THE MEMBERS OF GARWARE SYNTHETICS LIMITED

The Directors have pleasure in presenting the 41st Annual Report and the Balance Sheet as at 31st March 2010.

BUSINESS REVIEW:

During the year Company earned net loss of Rs.3.47 Crores as against loss of Rs.0.48 Crores during the previous year. On the cost fronts the company has rationalized various overheads.

FINANCIAL RESULTS:

Your Directors present hereunder the 41st Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the financial year ended 31st March, 2010.The financial results are summarized as under:

(Rs. in Lakhs) Particulars 2009-10 2008-09

Sales Turnover for the period 416.84 427.67

Profit / (Loss) for the year before providing 14.60 (43.89) Depreciation & Financial Charges

Less : 1) Depreciation 1.99 2.65

2) Financial Charges 0.15 0.99

Profit / (Loss) for the year 12.46 (47.53)

Prior year adjustment (Net) 359.09 0.54

Fringe Benefit Tax - -

Loss brought forward from last year (1720.47) (1672.40)

Balance of Loss carried to Balance Sheet (2067.09) (1720.47)

DIVIDEND:

In view of the past accumulated losses suffered by your Company and inadequate profits during the year, Directors regret their inability to recommend dividend during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied consistently and judgments and estimates that were 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 of the Loss of the Company for the year under review;

3. 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

4. The Directors have prepared the annual accounts for the financial year 31st March, 2010 on a going concern basis.

DEPOSITS:

The Company has not accepted any deposit Under Section 58A of the Companies Act, 1956

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Shri Kirti B. Doshi, Director of the Company retire by rotation at the for coming Annual General Meeting and being eligible, offers oneselves for re-appointment. The Board commends their re-appointment by the members at the forthcoming Annual General Meeting.

None of the Directors are disqualified from being appointed as directors as specified in section 274 (1)(g) of the Companies Act, 1956, as amended.

AUDITORS:

M/s. B. V. Shah & Associates, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Company has obtained an eligibility certificate from them if re-appointed it would be in accordance with the prescribed limits specified under section 224(1-B) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

As per Clause 49 of Listing Agreement, a separate section containing the Report on Corporate Governance together with the certificate on the compliance with the conditions of corporate governance issued by practicing Chartered Accountant are appended hereto and they form part of this Annual Report.

EQUITY SHARES OF COMPANY SUSPENDED FROM BSE:

Due to Non-Compliance of Listing Agreement of Bombay Stock Exchange and non payment of Listing Fees Equity Scripts of Company are suspended from trading through Stock Exchange from the Financial Year 2002-03.

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

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo forms part of this report (Annexure 'A')

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:

No employees were employed throughout the year under review. Therefore, the particulars required under Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder are not furnished herewith.

FOR AND ON BEHALF OF THE BOARD

Sunder K. Moolya Santosh Borkar

Director Director

Place: Mumbai

Date: 19th August, 2010