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Directors Report of Garware-Wall Ropes Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty-Eighth Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2015.

* FINANCIAL SUMMARY: (RS in lacs)

Particulars Year ended 2014-2015

Profit subject to 7,289.71 Depreciation & Taxation

Less: Depreciation, 1,238.55 net of transfer from Revaluation Reserve

Profit Before Tax 6,051.16

Less: Provision for Taxation

Current Tax 1,517.00

Deferred Tax 222.00

Wealth Tax 9.51

Previous year excess / (2.84) 1,745.67 (short) tax provision

Profit After Tax 4,305.49

Add: Profit brought 15,093.07 forward from the previous year

Amount available for 19,398.56 Appropriation

APPROPRIATIONS

Proposed Dividend 656.46

Tax on Proposed Dividend 131.28

General Reserve 430.55 1,218.29

Balance in the Statement 18,180.27 of Profit & Loss 19,398.56

Particulars Year ended 2013-2014

Profit subject to 5,347.01 Depreciation & Taxation

Less: Depreciation, 1,439.33 net of transfer from Revaluation Reserve

Profit Before Tax 3,907.68

Less: Provision for Taxation

Current Tax 1,017.80

Deferred Tax 210.65

Wealth Tax 8.50

Previous year excess / 4.54 1,241.49 (short) tax provision

Profit After Tax 2,666.19

Add: Profit brought 13,387.95 forward from the previous year

Amount available for 16,054.14 Appropriation

APPROPRIATIONS

Proposed Dividend 593.25

Tax on Proposed Dividend 100.82

General Reserve 267.00 961.07

Balance in the Statement 15,093.07 of Profit & Loss 16,054.14

* 2014-2015 THE YEARUNDERREVIEW:

Your Company earned revenue of RS 786.60 crores for the year ended 31st March, 2015, as against RS 688.79 crores of previous year. Domestic Sales amounted to RS 401.06 crores, and the Export Sales amounted to RS 385.54 crores for the year ended 31st March, 2015.

The Indian economy started FY 2014-15, on a positive note with significant improvement in market and business sentiment, following the 'General Elections in May 2014'. Softening of international crude and commodity rates has eased the mounting cost pressures on the industry to some extent as well as curtailed inflationary pressures on the Government. Given the increased government focus and policy initiatives to boost the infrastructure and agri segments, the growth rate is expected to pick up, moving forward. However, the micro economic environment continued to be challenging to the country during the year.

During the year, your Company has successfully navigated from depressed period with remarkable growth.

Your Company earned the Net Profit After Tax of Rs 43.05 crores, in the year under review, which is a significant improvement of 61.50%, compared to previous year.

Your Company has improved its performance through innovative products and exploration of new product segments. Innovation is deeply rooted at the heart of our consumer-aligned business focus. Your Company is continuously working on pioneering initiatives to offer premium, international quality products to customers around the world. Innovative solutions launched in aquaculture industry are well accepted by your Company's customex

* OPERATIONS:

The operations of the Company are elaborated in the annexed "Management Discussion and Analysis Report".

* RESERVE:

Your Company proposes to carry RS 430.55 lacs(Previousyear RS 267.00 lacs)to General Reserve and retain RS 18,180.27 lacs in the Statement of Profit and Loss.

* DIVIDEND:

Your Directors have recommended a Dividend of 30% (RS 3/- pershare) fortheyear2014-2015 for your consideration. The proposed Dividend will absorb an amount of RS 787.74 lacs (including Dividend Tax).

The Dividend, if approved by the Shareholders of the Company, will be paid to the eligible members within the stipulated time.

* IN the Therewas no change inthe nature of business of your Company during the Financial Year 2014-15.

* 1ATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION:

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 3lst March, 2015 and the date of this Directors' Report i.e. 26th May, 2015.

Directors

Ms. Diya Garware Ibanez (DIN 00415841) ceased to be a Director with effect from 25th September, 20 l4.YourDirectors place on record its sincere appreciation for the services rendered by her.

Having regard to the present composition of the Board of Directors oftheCompany,Mr. V .R.Garware (DIN 0009220I), although a non-retiring director as per the provisions of Article 94 of the Articles of Association of the Company, is required to retire at this Annual General Meeting as per the provisions of Section l52oftheCompaniesAct,20l3.Beingeligible,heoffers himself for reappointment as a director not liable to retire by rotation at the ensuing Annual General Meeting.

Mr. Ashish Goel (DIN 00I47449), was appointed as an Independent Director for a term of one year, with effect from 25th September, 20I4 or till the date of next Annual General Meeting (i.e. 2nd September, 20I5), whichever is earlier. Resolution proposing appointment of Mr. Ashish Goel, Independent Directors, for a further term of five consecutive years, forms part of the Notice of the Annual General Meeting. As perthe provisions of the Companies Act, 20I3, Independent Director will not be liable to retire by rotation. The Company has received notice in writing from a member under Section 160 of the Companies Act, 20I 3, proposing his candidature for the Office of Director.

Mr. M. V Subbarao (DIN 02099059), was appointed as an Additional Director by the Board of Directors at its meeting held on 26th May, 20I5 and who holds office upto the date of this Annual General Meeting (i.e. 2nd September, 20I5). The Company has received notice in writing from a member under Section I60 of the Companies Act, 20I3, proposing his candidature for the Office of Director. Resolution proposing appointment of Mr. M. V Subbarao, as a Non-Executive and Non-Independent Director of the Company, whose period of office shall be liable to be determined by provisions for retirement of Directors by rotation, forms part of the Notice of 38th Annual General Meeting of the Company.

* KEY MANAGERIAL PERSONNEL:

Mr. S. H. Bamne, is discharging the functions and responsibilities of a whole-time key managerial personnel as Chief Financial Officer of the Company.

Mr. Ashish Boradkar, resigned as Company Secretary and Compliance Officer of the Company, with effect from 2nd May, 20I4.

Mr. Ravindra Yadav was appointed as Company Secretary and Compliance Officer of the Company, with effect from 7th August, 20I4. He resigned with effect from 15th October, 20I4.

Mr. Sunil Agarwal has been appointed as Company Secretary and Compliance Officer of the Company, with effect from 14th April, 20I5.

* DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the provisions of Section I 34(3)(c) read along with Section I 34(5) of the Companies Act, 20I3, hereby state and confirm that:

1) In the preparation of the Annual Financial Statements for the year ended 3 Ist March, 20I5, the applicable Accounting Standards have been followed;

2) For the Financial Year ended 31 st March, 20I5, such Accounting Policies as mentioned in the Notes to the Financial Statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended 31 st March, 20I5;

3) That proper and sufficient care has been taken for the maintenance of adequate accounting records, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities in accordance with the provisions of the Companies Act, 20I3;

4) The Annual Financial Statements have been prepared on a "Going Concern" basis;

5) That proper Internal Financial Controls were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

6) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

* BOARD EVALUATION:

The Nomination & Remuneration Committee of the Board had lai d down -

a. Criteria for determining qualifications, positive attributes and independence of director at the time of consideration for appointment;

b. Criteria to identify persons, who are qualified to become Director;

c. Criteria for evaluation of performance of directors including Independent Directors and the Board as a whole; and

d. Criteria to identify persons, who may be appointed in Senior Management.

The Nomination & Remuneration Committee of the Board has recommended to the Board a Policy relating to the Remuneration for the Directors, Key Managerial Personnel and Senior Management. The said Policy has been approved and adopted by the Board of Directors of the Company.

Based on the criteria of evaluation formulated by the Nomination & Remuneration Committee of the Board, the Board of Directors of the Company has carried out Annual Evaluation of its own performance, the Directors individually and also the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee.

A separate meeting of Independent Directors was held on 6th February, 2015, inter alia, to:

i, Review the performance of Non-independent DireCtOrs and the Board as a whole;

ii. Review the performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-Executive Directors;

iii. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

DECLARATION BY INDEPENDENT DIRECTORS1;

Declarations under subjection (7) of Section 149 of the Companies Act, 2013, received from all Independent Directors, meeting the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013, have been taken on record by the Board of Directors of the Company.

* NUMBER OF MEETINGS OF THE BOARD:

There were five (5) meetings of the Board of Directors held during the year, details of which are given in the annexed "Corporate Governance Report".

COMPOSITION OF THE COMMITTEES OF THE BOARD:

The details relating to the composition of Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee of the Board are given in the annexed "Corporate Governance Report".

* STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, M/s Patki & Soman, Chartered Accountants (F R, No. I07830W), the Statutory Auditors of the Company, were appointed for a period commencing from the conclusion of the 37th Annual General Meeting til the conclusion of the 40th Annual General Meeting subject to the ratification of their appointment at every Annual General Meeting of the Company.

The members are requested to ratify the appointment of M/s Patki & Soman, Chartered Accountants (E R, No. I0783QW), as Statutory Auditors of the Company till the conclusion of the 39th Annual General Meeting of the Company.

* STATUTORY AUDITORS1 REPORT:

There are no audit qualifications, reservations or adverse remarks or disclaimers, in the Auditors' Report, as annexed elsewhere in this Annual Report.

* COST AUDIT AND COST COMPLIANCE:

In accordance with the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit for the Financial Year 2014-15 was not applicable to the Company.

Ministry of Corporate Affairs, Government of India on 31st December, 2014, has notified the Companies (Cost Records and Audit) Amendment Rules, 2014 and has redefined the scope of Cost Audit, which require Cost Audit in respect of certain products of your Company.

M/s Joshi Apte & Associates, Cost Accountant, were appointed as Cost Auditors for conducting an audit of Cost Accounting Records maintained by the Company, for the Financial Year 2015-16.

* SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. SVD & Associates, Company Secretaries (CP No. 965) as Secretarial Auditor, for the year ending 31st March, 2015,

The Secretarial Auditor has submitted its Report in Form No, MR-3 for the Financial Year ended 31st March, 2015 and the same is set out in Annexure I, forming part of this Report, The same does not contain any qualifications, reservations or adverse remarks or disclaimex

* PARTICULARS OF LOANS, GURANTEES AND INVESTMENTS;

The Company, has not given any Loans and not provided any Guarantees during the Financial Year 2014-15, attracting the provisions of Section 186 of the Companies Act, 2013 read along with the Companies (Meetings of Board and its Powers) Rules, 2014.

The details of Investments are provided under Note 14 of the Notes to Financial Statements for the year ended 31st March, 2015.

RELATED PARTY TRANSACTIONS;

All the transactions with Related Parties entered during the Financial Year 2014-15 by the Company, were in its ordinary course of business and on arm's length basis,

There were no Material Related Party Transaction(s) made with the Company's Promoters, Directors, Key Managerial Personnel or their relatives as specified under Clause 49 of the Listing Agreement.

All Related Party Transactions are placed before the Audit Committee for their prior approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website: http://www.garwareropes.com/party- transactions-policy.html.

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

* INTERNAL FINANCIAL CONTROL:

Internal Financial Controls laid down by your Company with reference to the Financial Statements are adequate and Operating effectively,

* RISK MANAGEMENT POLICY:

The Company recognizes the importance of Risk Management and hence the Board of Directors of the Company has adopted Risk Assessment and Minimization Policy Statement, This Policy Framework has been adopted as a fundamental part of the business policy to counter and combat the adverse consequential effects of various risks.

Risk Assessment and Minimization Policy involves the following:

* Identification of risks.

* Evaluation of the risks as to likelihood and consequences.

* Assessment of options for minimising / covering the risks,

* Action Plan for the implementation of the risk management plans.

* Review of the risk management efforts.

The Board of Directors of the Company regularly review the initiatives taken within framework of Risk Assessment and Minimization Policy Statement and accordingly, take necessary corrective actions, if required, for managing / mitigating the same.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The concept of Corporate Social Responsibility (CSR) was recognised and practiced by the Founder / Promoter of the Company, Late Shri Abbasaheb Garware and this was folowed all through after him by ex-chairman Late Shri R, B, Garware, Your Company has been directly and also indirectly, carrying out various socially beneficial activities aiming to be a part of the process of progress and development of Society as a whole. Pursuant to the provisions of Section 135 of the Companies Act, 2013, read along with the Companies (Corporate Social Responsibility Policy), Rules, 2014, the Company has established Corporate Social Responsibility (CSR) Committee and an Annual Report on CSR Activities, forming part of the Directors' Report is given at 'Annexure 2'.

* PERSONNEL:

The relations with employees at all levels continued to be cordial throughout the year,

* PARTICULARS OF EMPLOYEES:

The information required pursuant to the provisions of Section 197 read along with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of the Directors' Report, However, as per the provisions of Section 136 of the Companies Act, 2013, the Financial Statements along with reports thereon to be annexed or attached to the Financial Statements are being sent to al the Shareholders of the Company excluding the above said information in respect of employees. Any Shareholder interested in obtaining a copy may write to the Company Secretary at the Registered Office of the Company,

* DETAILS OF EMPLOYEE WELFARE TRUST SET UP FOR THE BENEFIT OF ITS MANAGERIAL EMPLOYEES

Your Company on 16th October, 2006, constituted a Trust named as "GWRL Managerial Staff Welfare Trust" C GWRL Trust1) to implement the Welfare Scheme for the benefit of its Managerial Employees.

In accordance with the provisions of the Companies Act, 1956 and SEBI (Disclosure and Investment Protection) Guidelines, 2000, 9,98,000 convertible warrants were allotted to the GWRL Trust, which were later on converted into Equity Shares and the Company gave advance required to acquire the said Warrants / Equity Shares.

The GWRL Trust presently holds 9,46,500 Equity Shares of RS 10/-each of the Company.

The GWRL Trust did not have any dealings in the secondary market during the last Financial Year.

* THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN ExCHANGE EARNINGS AND OUTGO;

Information in accordance with the provisions of Section 134(3xm) of the Companies Act, 2013 read along with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is set out in 'Annexure 3' forming part of this report-

* ExTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013 read along with Rule 12 of the Companies (Management & Administration) Rules, 2014, an extract of Annual Return as of 31st March, 2015, in Form No. MGT-9, is set out in 'Annexure 4' forming part of this report,

* THE SExUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL

Your Company has Zero tolerance towards any action on the part of any employee, which may fall under the ambit of 'Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every woman employee working in the Company.

There was no complaint reported during the Financial Year under the said Act,

* SUBSIDIARY:

Garware Environmental Services Private Ltd. is the wholly- owned subsidiary of your Company. This Subsidiary Company is yet to start its commercial operations.

* CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 20|4, the Company has prepared a Consolidated Financial Statement of the Company and also of its Subsidiary i.e. Garware Environmental Services Private Limited, in the same form and manner as that of the Company, which shall be laid before the ensuing Annual General Meeting of the Company along with the laying of the Company's Standalone Financial Statement.

The Annual Report of the Company inter alia containing the Standalone Audited Financial Statement of the Company and Consolidated Audited Financial Statement of the Company and separate Audited Financial Statement of the Company in respect of its subsidiary is also placed on the Company's website: www.garwareropes.com

The Annual Accounts of the Subsidiary Company and the related detailed information will be made available to any member of the Company / its Subsidiaries who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Company Will also be kept for inspection by any member at the Company's Registered Office and that of the Subsidiary Company.

* CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis, Corporate Governance as well as the Auditor's Certificate regarding compliance of conditions of Corporate Governance is set out in Annexure forming part of this report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

* ACKNOWLEDGMENT:

Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and also the Shareholders of the Company.

Your Directors would further like to record their appreciation for the unstinted efforts put in by-all Employees of the Company during the year.

On behalf of the Board of Directors, V. R. GARWARE Pune Chairman & Managing Director 26th May, 2015 DIN 00092201


Mar 31, 2014

TO THE MEMBERS,

The Directors have pleasure in presenting the Thirty Seventh Annual Report and Audited Accounts of the Company for the year ended 31 st MarcK 2014.

A WORKING RESULTS: (in Lacs)

Particulars Year ended 2013-2014 Year ended 2012-2013

Profit subject to Depreciation & Taxation 5,347.01 4,972.44

Less: Depreciation, net of transfer from Revaluation Reserve 1,439.33 1,632.44

Profit Before Tax ¦ 3,907.68 3,340.00

Less: Provision for Taxation

Current Tax 1,017.80 851.13

Deferred Tax 210.65 15.40

Wealth Tax 8.50 6.09

Previous year short tax provision 4,54 1,241.49 - 872.62

Profit After tax 2,666.19 2,46738

Add: Profit brought forward from the previous year 13,387.95 11,861.01

Amount available for Appropriation 16,054.14 14,328.39

APPROPRIATIONS

Proposed Dividend 593.25 592.71

Tax on Proposed Dividend 100.82 100.73

General Reserve 267.00 961.07 247.00 940.44

Balance in the Statement of Profit & Loss 15,093.07 13,387.95

16,054.14 14,328.39

& 2013-2014 THE YEAR UNDER REVIEW:

Your Company earned revenue of Rs. 688.79 crores for the year ended 31st March, 2014, as against Rs. 603.05 crores of previous year. Domestic Sales stood at Rs. 347.38 crores, whereas Export Sales amounted to Rs. 341.41 crores for the year ended 31st March, 2014. The business environment in the year under review offered opportunities as well as challenges for the growth of your Company. While there was a gradual revival in the global economy, recessionary trends ruled over major domestic industry segment. There was also continued pressure on costs. Your Company successfully navigated through these challenges. Despite the constraints and challenging environment, your Company earned Net Profit after Tax of Rs. 26.66 crores, in the year under review, with an improvement of 7.50%, compared to previous year, even after higher incidence of tax.

Your Company continues to be the world leader in manufacturing of products in this field. With a strong Research and Development team, the marketing of new products has enabled growth of market share in the international market. The new business segments of coated fabrics and agri-tech products are showing promising performance. With the budget already in place, there are early indications of a revival in the economy. Recent indicators from the global economy have also been positive. This is expected to have a positive impact on the business of your Company.

DIVIDEND:

Your Directors have recommended a Dividend at 27% ( Rs. 2.70 per share) for the year 2013-2014 for your consideration. The proposed dividend will absorb an amount of Rs. 694.07 lacs (including Dividend Tax). The Dividend, if approved by the Shareholders of the Company, will be paid to the eligible members within the stipulated time.

DIRECTORS:

Mr. R. B. Garware, a senior member of Board of Directors, who led the Company for many years, expired on 7th February, 2014. Under his astute guidance and stewardship, the Company grew exponentially and notched many achievements to its credit. The Company has an uninterrupted profit-making record and enjoys an excellent brand reputation amongst stakeholders. These achievements are reflective of the distinctive and meritorious contribution of Mr. R. B. Garware in the capacity of Chairman from 20.1 1.1990 till 31.10.2006, as Chairman and Managing Director till 31.10.201 I, and thereafter as Chairman Emeritus. The Board places on record its appreciation for the valuable services and contribution of late Mr. R. B. Garware over the last 23 years. Mr. R N. Shah, Director resigned from the Board of the Company with effect from 1st July, 2014. Your Directors place on record its appreciation for the services rendered by him.

Ms. Diya Garware Ibanez retires by rotation and being eligible, offers herself for re-appointment.

Pursuant to Section I6i of the Companies Act, 2013 read with Article of Association of the Company, Ms. Mayuri V. Garware was appointed as Director with effect from 16th August, 2014 against casual vacancy of Mr. R N. Shah. She retires by rotation and being eligible, offers herself for re-appointment. Pursuant to Section 161 of the Companies Act, 2013 read with Article of Association of the Company, Mr. Ashish D. Goel is appointed as an Additiona! Director (Independent Director) with effect from 16th August, 2014 and shall hold office up to the date of the ensuing Annual General Meeting. As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. The resolutions proposing appointment of Mr. R. M. Telang, Mr. S. R Kulkarni, and Mr. Ashish D. Goel, Independent Directors, form part of the Notice of the Annual General Meeting.

DIRECTORS'' RESPONSIB8L3TY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

1. that in the preparation of the annual accounts, they have followed the applicable accounting standards;

2. 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 as at 31 st March, 2014 and of the profit of the Company for the year ended 31st March, 2014;

3. that they 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; and

4. that they have prepared annual accounts on a going-concern basis.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014 M/s Patki & Soman, Chartered Accountants (F. R. No. I07830W), the Statutory Auditors of the Company, would hold office for a period commencing from the conclusion of the Annual General Meeting till the conclusion of the 40th Annual General Meeting, subject to the ratification of their appointment at every Annual General Meeting of the Company.

COST AUDIT AND COST COMPLIANCE:

The Central Government has issued industry-wide General Cost Audit Order and the Company is covered under the purview of the Cost Audit. M/s Joshi Apte & Associates, Cost Accountants, were appointed as Cost Auditors for conducting an audit of Cost Accounting records maintained by the Company, for the financial year; 2013-2014. The Cost Auditors have completed the Cost Audit for the cost accounting records maintained by the Company, for the financial year 2013-2014 and have submitted the Cost Audit Report. The said Cost Audit Report will be filed with the Central Government, within the prescribed time limit.

SHARE CAPITAL

The share buy-back scheme (the Scheme) announced by the Company was closed on 9th April 2014. The Scheme was successfully completed having bought back 18,26,290 equity shares of Rs. 10/- each for an aggregate consideration of Rs. 10,99,99,884.41 as against maximum amount of Rs.11 crores provided in the Scheme.

The paid up capital of the Company post buyback stands at 2,18,82,060 equity shares of Rs. 10/- each.

INFORMATION PURSUANT TO SECTION 2l7(l)(e) OF THE COMPANIES ACT, 1956:

Information in accordance with Section 2l7(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report is given at ''Annexure I''.

PERSONNEL:

The relations with employees at all levels continued to be cordial throughout the year.

PARTICULARS OF EMPLOYEES:

The particulars of employees required to be furnished under Section 2I7(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of the Directors'' Report. However, as per the provisions of Section 2l9(l)(b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all the Shareholders of the Company, excluding the statement of particulars of employees. Any Shareholder interested in obtaining a copy may write to the Company Secretary at the Registered Office of the Company.

SUBSIDIARY:

Garware Environmental Services Private Ltd. Is the wholly-owned subsidiary of your Company. This Subsidiary Company is yet to start its commercial operations.

CONSOLIDATED FINANCIAL STATEMENTS:

In terms of Section 212(8) of the Companies Act, 1956, read with the General Circular No.2/2011 dated 8th February, 201 I, issued by the Ministry of Corporate Affairs, Government of India, general exemption has been granted to companies from compliance of the provisions of Section 212( I) of the Compan ies Act, 19 5 6. The Board of Directors of the Company has decided to avail this exemption. Accordingly, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Company are not attached with the Annual Report of the Company. However, certain key information of the Subsidiary Company, as required to be provided in terms of the said circular, is disclosed in the Annual Report. The Annual Accounts of the Subsidiary Company and the related detailed information will be made available to any member of the Company / its Subsidiaries who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Company will also be kept for inspection by any member at the Company''s Registered Office and that of the Subsidiary Company.

The Annual Report of the Company contains the consolidated Audited Financial Statements.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis, Corporate Governance as well as the Auditor''s Certificate regarding compliance of conditions of Corporate Governance is set out in Annexure forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As a part of its Social Responsibility, your Company continues to be supportive and is actively participating in various activities of social benefit. It has been helping in setting up ancillary units. The sphere of CSR activities includes organising health camps, blood donations camps, summer vacation camps, cycle rally, tree plantation drive, etc. Your Company also supports schools and colleges by providing them educational equipments and sport nets manufactured by the Company.

ACKNOWLEDGMENT:

Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and also the Shareholders of the Company.

Your Directors would further like to record their appreciation for the unstinted efforts put in by all Employees of the Company during the year.

On behalf of the Board of Directors,

Pune, V. R. GARWARE 16th August, 2014 Chairman & Managing Director


Mar 31, 2013

TO THE MEMBERS,

The Directors have pleasure in presenting the Thirty Sixth Annual Report and Audited Accounts of the Company for the year ended 31st March, 2013.

WORKING RESULTS:

(Rs.in Lacs)

Particulars Year ended 2012-2013 Year ended 2011-2012

Profit subject to Depreciation & Taxation 4,972.45 4,807.27

Less: Depreciation, net of transfer from Revaluation Reserve 1,632.44 1,601.92

Profit Before Tax 3,340.01 3,205.35

Less: Provision for Taxation

Current Tax 851.13 775.00

Deferred Tax 15.40 22.00

Wealth Tax 6.09 5.50

Previous year short tax provision 872.62 2.28 804.78

Profit After Tax 2,467.39 2,400.57

Add: Profit brought forward from the previous year 11,861.01 10,390.30

Amount available for Appropriation 14,328.40 12,790.87

APPROPRIATIONS

Proposed Dividend 592.71 592.71

Tax on Proposed Dividend 100.73 96.15

General Reserve 247.00 940.44 241.00 929.86

Balance in the Statement of Profit & Loss 13,387.96 11,861 14,8.40 12,790.87

2012-2013 THE YEAR UNDER REVIEW:

Your Company earned revenue of Rs. 603.05 crores for the year ended 31st March, 2013, as against Rs. 580.82 crores in the previous year. Export sales stood at Rs. 262.99 crores, whereas domestic sales amounted to Rs. 340.06 crores for the year ended 31st March, 2013. The year under review was one of the most challenging in recent times, due to rise in raw material costs, increases in power tariffs, manpower and interest costs. These were passed on to customers over the period but impacted margins besides price competitiveness of the Company. The unprecedented economic uncertainty across the globe impacted demand for the Company''s products. However, we continue to be one of the largest manufacturers of our products in the world and our marketing strategy aimed at new

products and new markets has enabled growth in market share in the international market. The new business segments of coated fabrics and agri-tech products are showing promising performance.

Despite the constraints and challenging environment, the Company earned the Net Profit after Tax of '' 24.67 crores in the year under review, with a marginal improvement of 2.8%, compared to previous year, even after higher incidence of tax.

DIVIDEND:

Your Directors have recommended a dividend at 25% ( '' 2.50 per share) for the year 2012-2013 for your consideration. The propose dividend will absorb an amount of '' 693.44 Lacs (including Dividend Tax).

The Dividend, if approved, will be paid to the eligible members within the stipulated time.

DIRECTORS:

Mr. S. M. Kuvelker, resigned as Director with effect from 30th October, 2012 and Dr. V. B. Lele, resigned as Director with effect from 27th October, 2012. Consequent to the resignation of Dr. V. B. Lele, Mr. S. N. Talwar, Alternate Director, has ceased to be a Director of the Company. The Board places on record its sincere appreciation of the valuable services rendered by Mr. S. M. Kuvelker, Dr. V. B. Lele and Mr. S. N. Talwar during their tenure as Directors and for their contributions to the deliberations of the Board.

The Board of Directors of the Company appointed Mr. R. B. Garware as an Additional Director, with effect from 5th November, 2012. Consequently, Mr. R. B. Garware has relinquished the position of "Corporate Advisor" of the Company.

The Board of Directors of the Company appointed Mr. P. N. Shah as an Additional Director, with effect from 5th March, 2013.

Pursuant to Article 133 of the Articles of Association of the Company, Mr. S. P. Kulkarni retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

1. that in the preparation of the annual accounts, they have followed the applicable accounting standards;

2. 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 as at 31st March, 2013 and of the profit of the Company for the year ended 31st March, 2013;

3. that they 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; and

4. that they have prepared annual accounts on a going-concern basis.

STATUTORY AUDITORS:

M/s Patki & Soman, Chartered Accountants (F. R. No. 107830W), the Statutory Auditors of the Company, retires at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDIT AND COST COMPLIANCE:

The Central Government has issued industry wide General Cost Audit Order and the Company is covered under the purview of Cost Audit. M/s Joshi Apte & Associates, Cost Accountnts, were appoint as Cost Auditors for conducting an audit of Cost Accounting records maintained by the Company, for the financial year 2012-2013. The Audit Report for the Cost

Accounting records maintained by the Company, for the financial year 2012-2013, is under preparation and the same wl be filed with the Central Government, within the prescribed time limit.

M/s Joshi Apte & Associates, Cost Accountant, the Cost Auditors of the Company, has been re-appointed as Cost Auditors, for conducting an audit of Cost Account records maintained by the Company, for the financial year 2013-2014.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

Information in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Partics in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report is given at Annexure I''.

¦ PERSONNEL:

The relations with employees at all levels continued to be cordial throughout the year.

PARTICULARS OF EMPLOYEES

The particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all the Shareholders of the Company excluding the statement of particulars of employees. Any Shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

SUBSIDIARY:

Garware Environmental Services Private Ltd., has become a wholly-owned subsidiary of your Company, with effect from 28th November, 2012. This Subsidiary Company is yet to start its commercial operations.

CONSOLIDATED FINANCIAL STATEMENTS:

In terms of Section 212(8) of the Companies Act, 1956, read with the General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, general exemption has been granted to companies from compliance of the provisions of Section 212(1) of the Companies Act, 1956. The Board of Directors of the Company has decided to avail this exemption. Accordingly, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Company are not attached with the Annual Report of the Company. However, certain key information of the Subsidiary Company as required to be provided in terms of the said Circular, is disclosed in the Annual Report.

The Annual Accounts of the Subsidiary Company and the related detailed information will be made available to any member of the Company/its Subsidiaries who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Company will also be kept for inspection by any member at the Company''s Registered Office and that of the Subsidiary Company.

The Annual Report of the Company contains the consolidated Audited Financial Statements.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Management

DiAiCG of conditions of Corporate Governance is set out in Annexure forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As a part of its social responsibility, your Company continues to be supportive and is actively participating in various activities of social benefits. It has been helping in setting-up ancillary units. The sphere of CSR activities includes organising health camps, blood donations camps, summer vacation camps, cycle rally, tree plantation drive, etc. The Company also supports schools and colleges by providing them educational equipments and Sport Nets manufactured by the Company

ACKNOWLEDGMENT:

Your Directors gratefully acknowledge the support given by Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and also the Shareholders of the Company

Your Directors would further like to record their appreciation for the unstinted efforts put in by all Employees of the Company during the year.

On behalf of the Board of Directors,

Mumbai, V. R. GARWARE

30th May, 2013 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Thirty Third Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010. (Rs. in Lacs)

Year ended Year ended

- WORKING RESULTS: 2009-2010 2008-2009

Profit subject to Depreciation & Taxation 3,896.52 3,1 15.92

Less:Depreciation, net of trans fer from Revaluation Reserve 1,292.42 1,230.17

Profit Before Tax 2,604.10 1,885.75

Less:Provision for Taxation Current Tax 523.33 203.50

Deferred Tax 138.73 8.59

Fringe Benefit Tax - 51.50

Wealth Tax 4.00 666.06 2.25 265.84

Profit After Tax 1,938.04 1,619.91

Add:Profit brought forward from the previous year 7,830.33 7,065.86

Amount available for Appropriation 9,768.37 8,685.77

APPROPRIATIONS

Proposed Dividend 592.71 592.71

Tax on Proposed Dividend 100.73 100.73

General Reserve 194.00 887.44 162.00 855.44

Balance in Profit & Loss Account 8,880.93 7,830.33 9,768.37 8,685.77

- 2009-2010- THE YEAR UNDER REVIEW:

During the year under the review, your Company has earned 38% higher profit before tax as compared to the previous year, which was a year of exceptional and difficult market scenario. Higher profit is attributable amongst others to well planned cost reduction measures, value additions through new products and addition of new customers globally.

The sluggish demand due to global recession and slower growth in domestic market continued in the initial part of the year and showed modest recovery in the latter part of the year. It was a year of mixed market response impacting the revenue for the year. Your Companys turnover for the year was Rs.451.70 crores as compared to Rs.444.19 crores of previous year, while export sales were at Rs 145.22.crores as against Rs. 144.16 crores of previous year.

- DIVIDEND:

Your Directors have recommended a dividend at 25% (Rs.2.50 per share) for the year 2009-2010 for your consideration. The proposed dividend will absorb (including Dividend tax) an amount of Rs.693.44 Lacs.

RECTORS:

Pursuant to Article 133 of the Articles of Association of the Company, Dr. V B. Lele and Mr. S. R Kulkarni retire by rotation and being eligible, offer themselves for re- appointment.

- DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

I. that in the preparation of the annual accounts, they have followed the applicable accounting standards;

2. that they have selected such accounting policies and applied them consistently, and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended 31st March, 2010;

3. that they 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; and

4. that they have prepared annual accounts on a going concern basis.

- FIXED DEPOSITS:

The Company did not accept any fixed deposits during the year under review. There are no claimed unpaid deposits.

- INFORMATION PURSUANT TO SECTION 217(I)(e) OF THE COMPANIES ACT, 1956:

Information in accordance with Section 217( I )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report is given at Annexurel.

- PERSONNEL:

The relations with employees at all levels continued to be cordial throughout the year.

- PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 2I7(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is enclosed at Annexure II and forms part of the Directors Report.

- CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis, Corporate Governance as well as the Auditors Certificate regarding compliance of conditions of Corporate Governance is set out in Annexure forming part of this report.

- CORPORATE SOCIAL RESPONSIBILITY:

As a part of Social Responsibility, your Company has been supportive and is actively participating in various activities of social benefit & cause. The sphere of activities includes organizing health camps, blood donations camps, summer vacation camps, tree plantation drive etc. The Company also supports the schools and colleges by providing them educational equipments and its own manufactured sport nets.

- ACKNOWLEDGMENT:

Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and also the Shareholders of the Company.

Your Directors would further like to record their appreciation for the unstinted efforts put-in by all employees of the Company during the year.

On behalf of the Board of Directors,

Mumbai, R.B. GARWARE

21 st May, 2010 Chairman & Managing Director

 
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