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Directors Report of Garware Technical Fibres Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting the Forty-Sixth Annual Report along with Audited Financial Statements of the Company for the financial year ended 31st March, 2023.

Â¦ FINANCIAL SUMMARY:				( Rs. in Lakhs)
Particulars	Standalone		Consolidated
	Year ended 2022-2023	Year ended 2021-2022	Year ended 2022-2023	Year ended 2021-2022
Revenue from Operations	1,25,361.68	1,17,605.46	1,30,554.85	1,18,939.87
Other Income	2,785.22	2,547.03	2,790.48	2,554.00
Total Income	1,28,146.90	1,20,152.49	1,33,345.33	1,21,493.87
Profit subject to
Depreciation & Taxation	22,895.38	23,141.49	24,548.58	23,787.29
Less: Depreciation and
Amortisation Expenses	2,223.76	2,140.75	2,230.75	2,145.98
Profit Before Tax	20,671.62	21,000.74	22,327.83	21,641.31
Less: Tax Expenses
Current Tax	5,062.80	5,156.41	5,397.32	5,390.72
Deferred Tax	(298.19)	(228.73)	(299.46)	(227.47)
	4,764.61	4,927.68	5,097.86	5,163.25
Profit After Tax	15,907.01	16,073.06	17,219.97	16,478.06
Share of (Profit)/Loss
from Investment in
Associate & Join Venture	-	-	-	0.03
Profit for the year	15,907.01	16,073.06	17,219.97	16,478.09

Â¦ 2022-2023 - THE YEAR UNDER REVIEW:

During the year under review, your Company recorded satisfactory performance despite challenging external situation.

Your Company recorded standalone revenue of '' 1,253.62 crore for the year ended 31st March, 2023, an increase of 6.60% over the previous year''s standalone revenue of '' 1,176.05 crores.

Domestic Sales amounted to '' 498.79 crores, and the Export Sales amounted to '' 754.83 crores for the year ended 31st March, 2023, on standalone basis.

Further, your Company earned consolidated revenue of '' 1,305.55 crores for the year ended 31st March, 2023, an increase of 9.77% over the previous year''s consolidated revenue of '' 1,189.40 crores.

Consolidated Profit Before Tax is '' 223.18 crores against '' 216.41 crores of the previous year.

Â¦ OPERATIONS:

The operations of the Company are elaborated in the annexed âManagement Discussion and Analysis Reportâ.

SUBSIDIARIES AND ASSOCIATE:

Garware Technical Fibres USA INC. ("GTF USA INC"), is a Wholly Owned Subsidiary of your Company incorporated in the State of Washington, United State of America. GTF USA INC is engaged in the business of sale and supply of the products to technical textile industry in USA markets. GTF USA INC recorded revenue of '' 163.66 crores and earned net profit of '' 6.51 crores for the year ended 31st March, 2023, as compared to revenue of '' 166.64 crores and net profit of '' 5.99 crores during the previous year. Garware Technical Fibres Chile SpA ("GTF Chile SpA"), is a Wholly Owned Subsidiary of your Company incorporated in Republic of Chile. GTF Chile SpA is engaged in the business of sale and supply of the

products to technical textile industry in Chile markets. GTF Chile SpA recorded revenue of '' 123.15 crores and earned net profit of '' 4.30 crores for the year ended 31st March, 2023, as compared to revenue of '' 63.71 crores and net profit of '' 2.22 crores during the previous year.

Garware Environmental Services Private Limited (âGESPLâ) and Garware Technical Textile Private Limited (âGTTPLâ), are Wholly Owned Subsidiaries of your Company. GESPL and GTTPL are yet to commence commercial operations.

Garware Technical Fibres Foundation is a Wholly Owned Subsidiary of your Company incorporated under Section 8 of the Companies Act, 2013, to undertake various Corporate Social Responsibility activities in areas or subjects specified in Schedule VII of the Companies Act, 2013.

The Company does not have any material subsidiary. Garware Meditech Private Limited is an associate of your Company and presently not having any business activity.

Pursuant to provisions of first proviso of sub-section (3) of Section 129 of the Companies Act, 2013, a Statement containing salient features of the Financial Statement of its Subsidiaries and Associate Company in Form No. AOC-1 is attached to the Financial Statement, which forms an integral part of this Report.

Â¦ CONSOLIDATED FINANCIAL STATEMENTS: Pursuant to the provisions of Section 129 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and applicable Accounting Standards, the Company has prepared a Consolidated Financial Statement of the Company, its Subsidiaries and Associate Company 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 contains the Standalone Audited Financial Statement of the Company and Consolidated Audited Financial Statement of the Company and its Subsidiaries and Associate Company except its wholly owned subsidiary Garware Technical Fibres Foundation, a company incorporated under Section 8 of the Companies Act, 2013.

Considering the nature and insignificant variability of its return, it has been concluded that it does not have

''control'' over Garware Technical Fibres Foundation and thus, the same was not consolidated alongwith the Financial Statement of the Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Standalone Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and Financial Statements in respect of its Subsidiaries and Associate Company are also uploaded on the Company''s website: https://www.garwarefibres.com/ investors/financial-information/shareholder-meeting #investorsmenu.

The Financial Statements of the Subsidiaries, Associate Company and the related detailed information will be made available to any Member of the Company / its Subsidiaries and Associate Company, who may be interested in obtaining the same. The Financial Statements of the Subsidiaries and Associate Company will also be kept for inspection by any Member at the Company''s Registered Office and that of the Subsidiaries and Associate Company.

Â¦ RESERVES:

Your Directors do not propose to transfer any amount to the General Reserves and retain of '' 89,214.47/-lakhs in the statement of the Profit and Loss.

Â¦ BUY-BACK OF EQUITY SHARES:

During the year under review, your Company has bought back 2,40,000 equity shares of the Company of face value of '' 10/- each representing 1.16% of the Equity Shares in the then existing total equity paid-up capital of the Company, from all Eligible Shareholders on a proportionate basis, through the ''Tender Offer'' process, at a price of '' 3,750/- per equity share, payable in cash, for an aggregate maximum amount of '' 90 crores, pursuant to the provisions of the SEBI (Buy-back of Securities) Regulations, 2018 and the Companies Act, 2013. Pursuant to the issuance of Letter of Offer, tender period for buy-back was opened on 05th December, 2022 and closed on 16th December, 2022. Your Company bought back 2,40,000 equity shares of the Company of face value of '' 10/- each from all Eligible Shareholders, who tendered the shares on a proportionate basis and extinguished the same on 27th December, 2022. The total paid up capital of your Company stands reduced from '' 20,61,81,690/-divided into 2,06,18,169 equity shares of face value of '' 10/- each to '' 20,37,81,690/- divided into

2,03,78,169 equity shares of face value of '' 10/- each post extinguishment of the said 2,40,000 equity shares of the Company. The Buyback resulted in a cash outflow of '' 90 crores (excluding transaction costs). The Company funded the Buyback from its free reserves. In accordance with Section 69 of the Companies Act, 2013, the Company has created capital redemption reserve of '' 24.00 lakhs equal to the nominal value of the shares bought back as an appropriation from general reserves.

Â¦ DIVIDEND:

Your Directors, after taking into account, the various provisions of Dividend Distribution Policy of the Company, have recommended a Dividend of '' 3.50/-per share (35%) on the subscribed equity capital consisting of 2,03,78,169 Equity Shares of face value of '' 10/- each, of the Company existing as on 31st March, 2023, for your consideration at ensuing Annual General Meeting of the Company. The total proposed dividend for the year would absorb an amount of '' 7,13,23,592/-.

Pursuant to the provisions of Income-tax Act, 1961 as amended, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, make the payment of the final dividend after deduction of tax at source as per the applicable statutory provisions.

The Dividend as recommend by the Board of Directors, if approved by the Members of the Company, will be paid to the eligible Members within the stipulated time.

Â¦ DIVIDEND DISTRIBUTION POLICY:

Pursuant to the provision of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy and the same is uploaded on the Company''s website: https://www.garwarefibres.com/investors/policies/divi dend-distribution-policy /.

Â¦ DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposit within the meaning of Sections 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Â¦ CHANGE IN THE NATURE OF BUSINESS, IF ANY: There was no change in the nature of business of

your Company during the Financial Year ended 31st March, 2023.

MATERIAL CHANGES AND COMMITMENT

AFFECTING FINANCIAL POSITION:

There were 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. 31st March, 2023 and the date of this Directors'' Report i.e. 22nd May, 2023.

Â¦ DIRECTORS AND KEY MANAGERIAL PERSONNEL: The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Pursuant to the provisions of Section 152 of the Companies Act, 2013, read with Article 96 of the Articles of Association of the Company, Mr. V. R. Garware (DIN 00092201) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

The details of Mr. V. R. Garware, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard - 2 of General Meeting are contained in the accompanying Notice calling Forty-Sixth (46th) Annual General Meeting of the Company, which forms an integral part of this Report.

During the year under review, Mr. Mukesh Surana, ceased to hold the position of Chief Financial Officer (Key Managerial Personnel) of the Company with effect from 30th December, 2022.

In order to comply with the provision of Section 203 of the Companies Act, 2013 and Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at its meeting held on 22nd May, 2023, designated Mr. Dhwanee Buch, who is working with the Company as AVP-Accounts, as a Chief Financial Officer (Key Managerial Personnel) of the Company for the interim period, based on the re-commendation of the Nomination and Remuneration Committee and approval of the Audit Committee of the Board. Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. V. R. Garware, Chairman & Managing Director, Mr. Dhwanee Buch, Chief Financial Officer and Mr. Sunil Agarwal, Company

Secretary and Compliance Officer, are discharging the functions and responsibilities of whole-time Key Managerial Personnel of the Company.

During the Financial Year 2022-23, there was no change in the composition of the Board of Directors and the Key Managerial Personnel, except as stated above.

Â¦ DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors, confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In terms of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have confirmed that they are in compliance with sub-rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

Â¦ STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possesses the attributes of integrity, expertise and experience required to best serve the interest of the Company.

Â¦ 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 134(3)(c) read with Section 134(5) of the Companies Act, 2013, hereby state and confirm that:

1. in the preparation of the Annual Financial Statements for the year ended 31st March, 2023, the applicable Accounting Standards have been followed and there are no material departures;

2. for the Financial Year ended 31st March, 2023, 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, where necessary so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2023 and of the Profit and Loss of the Company for the year ended 31st March, 2023;

3. 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, 2013;

4. the Annual Financial Statements have been prepared on a âGoing Concernâ basis;

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

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

Â¦ ANNUAL EVALUATION BY THE BOARD:

In view of the provisions of the Companies Act, 2013 and considering the Guidance Note dated 5th January, 2017, issued by the Securities and Exchange Board of India (âSEBIâ), the Nomination & Remuneration Committee of the Board had laid down comprehensive framework including the criteria for evaluation of performance of the Board as a whole and various committees of the Board and individual Directors, including Independent Directors.

Based on the above mentioned comprehensive framework, the Board of Directors of the Company had carried out Annual Evaluation of the performance of the Board as a whole, the Directors individually and also the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholder Relationship Committee and Risk Management Committee.

On collation of all the responses, feedback was provided by Chairman of the Board to the Board of Directors and each member of the Board.

The Board noted the evaluation results that were collated and presented to the Board.

The Directors expressed their satisfaction with the evaluation process.

A separate meeting of Independent Directors was held on Friday, 21st October, 2022, without the presence of

Non-Independent Directors and members of the management, 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 deemed necessary for the Board to effectively and reasonably perform their duties.

Â¦ NUMBER OF MEETINGS OF THE BOARD:

There were four (04) meetings of the Board of Directors held during the year, details of which are given in the annexed âCorporate Governance Reportâ.

Â¦ COMPOSITION OF THE COMMITTEES OF THE BOARD:

The details relating to the composition of Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee are given in the annexed âCorporate Governance Reportâ. AUDITORS:

1. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and pursuant to the recommendation of the Audit Committee, M/s. Mehta Chokshi & Shah LLP, Chartered Accountants (Firm Registration no. 106201W/W100598), were appointed as Statutory Auditors at the 45th Annual General Meeting to hold the office for a second term of five (05) consecutive years, from the conclusion of 45th Annual General Meeting till the conclusion of 50th Annual General Meeting of the Company.

STATUTORY AUDITORS'' REPORT:

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

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its officer and employees under Section 143(12) of the Companies Act, 2013.

2. SECRETARIAL AUDIT:

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 as Secretarial Auditor for the year ended 31st March, 2023.

The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended on 31st March, 2023 and the same as set out in âAnnexure 1â, forms an integral part of the Directors'' Report. There are no qualifications, reservations or adverse remarks or disclaimers made in the Secretarial Audit Report.

COST AUDIT :

The Company made and maintained the Cost Accounting Records under Section 148 of the Companies Act, 2013 for the Financial Year 2022-23. M/s. Joshi Apte & Associates, Cost Accountants, (Firm Registration No. 000240), were appointed as Cost Auditor for conducting audit of Cost Accounting Records maintained by the Company, for the Financial Year 2022-23.

The Audit Report for the Cost Accounting records maintained by the Company for the Financial Year 2022-23, is under preparation and the same will be filed with the Central Government within the prescribed time limit.

M/s. Joshi Apte & Associates, Cost Accountants, (Firm Registration No. 000240), were re-appointed as Cost Auditor for conducting an audit of Cost Accounting Records maintained by the Company, for the Financial Year 2023-24.

A resolution proposing ratification of the remuneration of the said Cost Auditors'' for the Financial Year ended 31st March, 2024, forms part of the Notice of the Forty-Sixth (46th) Annual General Meeting of the Company as Special Business by way of Ordinary Resolution.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of loans and guarantees given and investments made during the Financial Year 2022-23, under the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements, which forms an integral part of this Report.

RELATED PARTY TRANSACTIONS:

All the transactions with Related Parties entered

during the Financial Year 2022-23 by the Company, were in the ordinary course of business and on arm''s length basis.

There were no Material Related Party Transaction(s) made with a Related Party as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions were placed before the Audit Committee for their prior approval.

Omnibus approval of Audit Committee was obtained for the year for transactions which were of repetitive nature. The Policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website: https://www. garwarefibres.com/investors/related-party-transactions-policy/.

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

Â¦ ADEQUACY OF INTERNAL FINANCIAL CONTROL:

Your Company, continued to remain focused on ensuring a robust and effective Internal Financial Control framework.

Internal Financial Controls laid down by your Company with reference to the Financial Statements are adequate, operating effectively and commensurate to the size, scale of operations and nature of business of the Company.

Â¦ REMUNERATION POLICY:

The Board of Directors of the Company has approved the Policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Management based on recommendation of Nomination & Remuneration Committee of the Board.

The salient aspects covered in the Policy have been outlined in the Corporate Governance Report, which forms an integral part of this Report.

As per the requirements of Section 178(4) of the Companies Act, 2013 details of such a Policy have been uploaded on the Company''s website: https://www.garwarefibres.com/remuneration-policy/.

Â¦ 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 Management involves the following:

â¢ Identification of risks.

â¢ Evaluation of the risks as to likelihood and consequences.

â¢ Assessment of options for minimising / covering the risks.

â¢ Action Plan for the implementation of the Risk Management Plans.

â¢ Review of the Risk Management efforts.

â¢ Cyber Security Risk.

The Risk Management Committee of the company has been entrusted by the board with the responsibilities of risk assessment, management and mitigation within the framework of the Risk Assessment and Minimization Policy Statement. Details of the terms of reference and meeting of Risk Management Committee have been outlined in the annexed âCorporate Governance Reportâ.

Â¦ VIGIL MECHANISM:

The Board of Directors of the Company has formulated a Vigil Mechanism Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015, details of which are given in the annexed âCorporate Governance Reportâ.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility), Rules, 2014, your Company has established Corporate Social Responsibility (CSR) Committee and an Annual Report on CSR Activities, forming an integral part of the Directors'' Report is set out in âAnnexure 2â.

Â¦ THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read 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 âAnnexure 3â, forming an integral part of the Directors'' Report.

Â¦ ANNUAL RETURN:

Pursuant to the provisions of Sections 92(3) of the Companies Act, 2013 your Company has uploaded its Draft Annual Return for the Financial Year 2022-23 on the Company''s website: https://www.garwarefibres.com/investors/financial-information/shareholder-meeting#investorsmenu.

Â¦ PERSONNEL:

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

Â¦ PARTICULARS OF EMPLOYEES:

The information required pursuant to the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in âAnnexure 4â, forming an integral part of the Directors'' Report.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (âthe Sexual Harassment Actâ):

Your Company, has zero tolerance towards any action on the part of any employee, which may fall under the ambit of âSexual Harassmentâ at workplace, and is fully committed to uphold and maintain the dignity of every woman employee working in the Company. Your Company, has formulated and implemented a Policy under the Sexual Harassment Act and Rules framed thereunder.

As per the provisions of the Sexual Harassment Act and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). During the Financial Year 2022-23, there were no complaints reported under the Sexual Harassment Act. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance as well as the Auditor''s Certificate regarding compliance of conditions of Corporate Governance are set out in separate section, which forms an integral part of this Report.

The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

BUSINESS RESPONSIBILITY REPORT:

Pursuant to the provisions of Regulation 34(2)(f) of

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended vided SEBI notification dated 5th May, 2021, Business Responsibility and Sustainability Report detailing the various initiatives taken by the Company from an environmental, social and governance perspective is set out in separate section, which forms an integral part of this Report.

OTHER DISCLOSURES:

There were no significant and material orders passed by Regulators / Courts / Tribunals that would impact the going concern status of the Company and its future operations. Except an application pending under Section 9 of the Insolvency and Bankruptcy Code, 2016 filed by Operational Creditors in year 2020 for a claimed amount of '' 23.24 lakhs, against which interlocutory application challenging the maintainability of such IBC application filed by the Company is pending for hearing as on 31st March, 2023, there is no other application filed or pending under Insolvency and Bankruptcy Code, 2016 against the Company during the Financial Year 2022-23.

SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of 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 Members 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

22nd May, 2023 DIN 00092201

Mar 31, 2022

Your Directors have pleasure in presenting the Forty-Fifth Annual Report along with Audited Financial Statements of the Company for the financial year ended 31st March, 2022.

Â¦ FINANCIAL SUMMARY:				( '' in lakhs)
Particulars	Standalone		Consolidated
	Year ended 2021-2022	Year ended 2020-2021	Year ended 2021-2022	Year ended 2020-2021
Revenue from Operations	1,17,605.46	1,01,726.21	1,18,939.87	1,03,456.98
Other Income	2,547.03	3,453.51	2,554.00	3,467.24
Total Income	1,20,152.49	1,05,179.72	1,21,493.87	1,06,924.22
Profit subject to
Depreciation & Taxation	23,141.49	22,331.43	23,787.29	22,871.43
Less: Depreciation and
Amortisation Expenses	2,140.75	2,063.99	2,145.98	2,064.59
Profit Before Tax	21,000.74	20,267.44	21,641.31	20,806.84
Less: Tax Expenses
Current Tax	5,156.41	4,470.53	5,390.72	4,633.18
Deferred Tax	-228.73	333.93	-227.47	333.93
	4,927.68	4,804.46	5,163.25	4,967.11
Profit After Tax	16,073.06	15,462.98	16,478.06	15,839.73
Share of (Profit)/Loss
from Investment in
Associate & Join Venture	-	-	0.03	(0.10)
Profit for the year	16,073.06	15,462.98	16,478.09	15,839.63

Â¦ 2021-2022 - THE YEAR UNDER REVIEW:

During the year under review, your Company recorded satisfactory performance despite challenging external situations.

Your Company recorded standalone revenue of '' 1,176.05 crore for the year ended 31st March, 2022, an increase of 16% over the previous year''s standalone revenue of '' 1,017.26 crores.

Standalone Profit Before Tax is '' 210.01 crores against '' 202.67 crores of the previous year.

Domestic Sales amounted to '' 418.72 crores, and the Export Sales amounted to '' 757.33 crores for the year ended 31st March, 2022, on standalone basis.

Further, your Company earned consolidated revenue of '' 1,189.40 crores for the year ended 31st March, 2022, an increase of 15% over the previous year''s consolidated revenue of '' 1,034.57 crores.

Consolidated Profit Before Tax is '' 216.41 crores against '' 208.07 crores of the previous year.

Â¦ OPERATIONS:

The operations of the Company are elaborated in the annexed âManagement Discussion and Analysis Reportâ.

SUBSIDIARIES AND ASSOCIATE:

Garware Technical Fibres USA INC. ("GTF USA INC"), is a Wholly Owned Subsidiary of your Company incorporated in the State of Washington, United State of America. GTF USA INC is engaged in the business of sale and supply of the products to technical textile industry in USA markets. GTF USA INC recorded revenue of '' 166.64 crores and earned net profit of '' 5.99 crores for the year ended 31st March, 2022, as compared to revenue of '' 103.44 crores and net profit of '' 3.98 crores during the previous year.

Garware Technical Fibres Chile SpA ("GTF Chile SpA"), is a Wholly Owned Subsidiary of your Company incorporated in Republic of Chile. GTF Chile SpA is engaged in the business of sale and supply of the products to technical textile industry in Chile markets. GTF Chile SpA recorded revenue of '' 63.71 crores and earned net profit of '' 2.22 crores for the year ended 31st March, 2022, as compared to revenue of '' 39.22 crores and net profit of '' 1.37 crores during the previous year.

During the year under review, the Company has incorporated a Wholly Owned Subsidiary of your Company under Section 8 of the Companies Act, 2013, named as âGarware Technical Fibres Foundationâ to undertake various Corporate Social Responsibility activities in areas or subjects specified in Schedule VII of the Companies Act, 2013.

The Company does not have any material subsidiary. Garware Meditech Private Limited is an associate of your Company and presently not having any business activity.

Considering the nature and insignificant variability of its return, it has been concluded that it does not have ''control'' over Garware Technical Fibres Foundation and thus, the same was not consolidated alongwith the Financial Statement of the Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Standalone Audited Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and Financial Statements in respect of its Subsidiaries and Associate Company are also uploaded on the Company''s website: https://www.garwarefibres.com/investors/financial-results/.

Your Directors do not propose to transfer any amount to the General Reserve and retain of '' 75016.34/- lakhs in the statement of the Profit and Loss.

DIVIDEND:

Your Directors after taking into account, the various provisions of Dividend Distribution Policy of the Company, have recommended a Dividend of '' 7.00/-per share (70%) on the subscribed equity capital consisting of 2,06,18,169 equity shares of face value of '' 10/- each of the Company existing as on 31st March, 2022, for your consideration at ensuing Annual General Meeting of the Company. The total proposed dividend for the year would absorb an amount of '' 14,43,27,183/-.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, make the payment of the final dividend after deduction of tax at source as per the applicable statutory provisions. The Dividend as recommend by the Board of Directors, if approved by the Members of the Company, will be paid to the eligible Members within the stipulated time.

Â¦ DIVIDEND DISTRIBUTION POLICY:

Pursuant to the provision of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy and the same is set out in âAnnexure 1â, forming an integral part of the Directors Report and the same is uploaded on the Company''s website: www.garwarefibres.com/investors/dividend-distribution-policy/.

Â¦ DEPOSITS:

Â¦ CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of your Company during the Financial Year ended 31st March, 2022.

Â¦ MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION:

There were 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. 31st March, 2022 and the date of this Directors'' Report i.e. 5th May, 2022.

COVID - 19 Pandemic and resulting Lockdown measures by the Government of India has impacted operations and financial results of he Company. The Company has considered all available information, while preparing its Financial Results for the Financial Year ended 31st March, 2022.

Â¦ DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, read with Article 96 of the Articles of Association of the Company, Ms. M. V. Garware (DIN 06948274) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment.

The details of Ms. M. V. Garware, as required under the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard - 2 of General Meeting are contained in the accompanying Notice calling Forty-fifth (45th) Annual General Meeting of the Company, which forms an integral part of this Report.

During the year under review, the Members of the Company, by passing of the resolution through Postal Ballot on 28th December, 2021, re-designated / appointed Dr. S. S. Rajpathak (DIN: 00040387) as Non-Executive Independent Director of the Company, to hold the office for a term of five (05) consecutive years with effect from 11th November, 2021.

Mr. S. V. Raut (DIN: 07808549), who was appointed as an Additional Director by the Board of Directors w.e.f. 11th November, 2021, was appointed by the Members of the Company, through Postal Ballot on 28th December, 2021, as a Non-Executive Non-Independent Director of the Company. Unfortunately, Mr. S. V. Raut expired on 7th January, 2022. The Board places on record its appreciation for his valuable services and contribution to the Company.

Mr. V. R. Garware (DIN 00092201), was re-appointed as Chairman & Managing Director of the Company for further period of five (05) years w.e.f. 1st December, 2021, in terms of the resolution passed by the Members of the Company at the 44th Annual General Meeting of the Company held on 16th September, 2021.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. V. R. Garware, Chairman & Managing Director, Mr. Mukesh Surana, Chief Financial Officer and Mr. Sunil Agarwal, Company Secretary and Compliance Officer, are discharging the functions and responsibilities of whole-time Key Managerial Personnel of the Company.

During the Financial Year 2021-22, there was no change in the composition of the Board of Directors and the Key Managerial Personnel, except as stated above.

DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Regulation 25(8) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

Â¦ STATEMENT OF BOARD OF DIRECTORS:

Â¦ DIRECTORS'' RESPONSIBILITY STATEMENT:

1. in the preparation of the Annual Financial Statements for the year ended 31st March, 2022, the applicable Accounting Standards have been followed and there are no material departures;

2. for the Financial Year ended 31st March, 2022, 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, where necessary so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2022 and of the Profit and Loss of the Company for the year ended 31st March, 2022;

4. the Annual Financial Statements have been prepared on a âGoing Concernâ basis;

5. proper Internal Financial Controls were followed by

the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

Â¦ ANNUAL EVALUATION BY THE BOARD:

On collation of all the responses, feedback was provided by Chairman of the Board to the Board of Directors and each member of the Board.

The Board noted the evaluation results that were collated and presented to the Board.

The Directors expressed their satisfaction with the evaluation process.

A separate meeting of Independent Directors was held on Thursday, 11th November, 2021, 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;

NUMBER OF MEETINGS OF THE BOARD:

There were four (04) meetings of the Board of Directors

held during the year, details of which are given in the annexed âCorporate Governance Reportâ.

Â¦ COMPOSITION OF THE COMMITTEES OF THE BOARD:

Â¦ AUDITORS:

1. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and pursuant to the recommendation of the Audit Committee, M/s. Mehta Chokshi & Shah LLP, Chartered Accountants (Firm Registration no. 106201W/W100598), were appointed as Statutory Auditors at the 40th Annual General Meeting to hold the office for a term of five (5) consecutive years, from the conclusion of 40th Annual General Meeting till the conclusion of 45th Annual General Meeting of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Mehta Chokshi & Shah LLP are eligible for re-appointment for second term of five (5) consecutive years.

The Board of Directors had, at its meeting held on Thursday, 5th May, 2022, on the recommendation of the Audit Committee, made its recommendation for the re-appointment of M/s. Mehta Chokshi & Shah LLP, Chartered Accountants (Firm Registration no. 106201W/W100598), as Statutory Auditors of the Company to hold the office for a second term of five (5) consecutive years, from the conclusion of ensuing Annual General Meeting, till the conclusion of 50th Annual General Meeting.

The Company has received from M/s. Mehta Chokshi & Shah LLP., Chartered Accountants, Mumbai a written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The Members are requested to approve the

appointment of M/s. Mehta Chokshi & Shah LLP., Chartered Accountants, Mumbai (Firm Registration No. 1106201W/W100598), as Statutory Auditors of the Company from the conclusion of this Annual General Meeting, till the conclusion of the 50th Annual General Meeting of the Company.

STATUTORY AUDITORS'' REPORT:

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

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its officers and employees under Section 143(12) of the Companies Act, 2013.

2. SECRETARIAL AUDIT

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 as Secretarial Auditor, for the year ended 31st March, 2022.

The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended on 31st March, 2022 and the same as set out in âAnnexure 2â, forms an integral part of the Directors'' Report. There are no qualifications, reservations or adverse remarks or disclaimers made in the Secretarial Audit Report.

COST AUDIT AND COST COMPLIANCE:

The Company made and maintained the Cost Accounting Records under Section 148 of the Companies Act, 2013 for the Financial Year 2021-22. M/s. Joshi Apte & Associates, Cost Accountants, (Firm Registration No. 000240), were appointed as Cost Auditor for conducting audit of Cost Accounting Records maintained by the Company, for the Financial Year 2021-22.

The Audit Report for the Cost Accounting records maintained by the Company for the Financial Year 2021-22, is under preparation and the same will be filed with the Central Government within the prescribed time limit.

A resolution proposing ratification of the remuneration of the said Cost Auditors'' for the Financial Year ended 31st March, 2023, forms part of the Notice of the Forty-Fifth (45th) Annual General Meeting of the Company as Special Business by way of Ordinary Resolution.

Â¦ PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of loans and guarantees given and investments made during the Financial Year 2021-22, under the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements, which forms an integral part of this Report.

Â¦ RELATED PARTY TRANSACTIONS:

All the transactions with Related Parties entered during the Financial Year 2021-22 by the Company, were in the ordinary course of business and on arm''s length basis. There were no Material Related Party Transaction(s) made with the Related Party as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions were placed before the Audit Committee for their prior approval.

Omnibus approval of Audit Committee was obtained for the year for transactions which were of repetitive nature. The Policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website: https://www.garwarefibres. com/investors/related-party-transactions-policy/. Pursuant to the provisions of Section 134(3)(h) of the Companies Act, 2013, Form AOC-2 is not applicable to the Company.

Â¦ ADEQUACY OF INTERNAL FINANCIAL CONTROL:

Your Company, continued to remain focused on ensuring a robust and effective Internal Financial Control framework.

REMUNERATION POLICY:

The Board of Directors of the Company has approved the Policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Management based

on recommendation of Nomination & Remuneration Committee of the Board.

The salient aspects covered in the Policy have been outlined in the Corporate Governance Report, which forms an integral part of this Report.

As per the requirements of Section 178(4) of the Companies Act, 2013 details of the Policy have been uploaded on the Company''s website: https://www.garwarefibres.com/remuneration-policy/.

RISK MANAGEMENT POLICY:

Risk Management involves the following:

â¢ Identification of risks.

â¢ Evaluation of the risks as to likelihood and consequences.

â¢ Assessment of options for minimising / covering the risks.

â¢ Action Plan for the implementation of the Risk Management Plans.

â¢ Review of the Risk Management efforts.

â¢ Cyber Security Risk.

The Risk Management Committee of the company has been entrusted by the board with the responsibilities of risk assessment, management and mitigation within the framework of the Risk Assessment and Minimization Policy Statement. Details of the terms of reference and meetings of Risk Management Committee have been outlined in the annexed âCorporate Governance Reportâ.

VIGIL MECHANISM

Â¦ CORPORATE SOCIAL RESPONSIBILITY (CSR):

Â¦ THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read 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 âAnnexure 4â, forming an integral part of the Directors'' Report.

ANNUAL RETURN:

Pursuant to the provisions of Sections 92(3) of the Companies Act, 2013 your Company has uploaded its Draft Annual Return for the Financial Year 2021-22 on the Company''s website: https:// www.garwarefibres.com/investors/financial-results/. 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 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in âAnnexure 5â, forming an integral part of the Directors'' Report.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (âthe Sexual Harassment Actâ):

Your Company, has formulated and implemented a Policy under the Sexual Harassment Act and Rules framed thereunder.

As per the provisions of the Sexual Harassment Act and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC).

During the Financial Year 2021-22, there were no complaints reported under the Sexual Harassment Act.

CORPORATE GOVERNANCE:

The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report detailing the various initiatives taken by the Company from an environmental, social and governance perspective is set out in separate section, which forms an integral part of this Report.

OTHER DISCLOSURES:

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

Except a Company application pending under section 9 of the Insolvency and Bankruptcy Code, 2016 filed by Operational Creditors in year 2020 for a claimed amount of '' 23.24 lakhs, against which interlocutory application challenging the maintainability of such IBC application filed by the Company is pending for hearing as on 31st March, 2022, there is no other application filed or pending under Insolvency and Bankruptcy Code, 2016 against the Company during the Financial Year 2021-22.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October, 2017. The Company is in compliance with the revised Secretarial Standards.

Â¦ ACKNOWLEDGMENT:

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

5th May, 2022 DIN 00092201

Mar 31, 2018

Directors'' Report

(For the Financial Year ended 31st March, 2018)

To The Members,

The Directors have pleasure in presenting the Forty-First Annual Report along with Audited Financial Statements of the Company for the financial year ended 31st March, 2018.

- FINANCIAL SUMMARY:

(Rs, in lakhs)

Particulars	Year ended 2017-2018	Year ended 2016-2017
Total Revenue	90,334.59	85,772.13
Profit subject to Depreciation & Taxation	16,835.91	13,731.59
Less: Depreciation, net of transfer from Revaluation Reserve	1,534.76	1,416.36
Profit Before Tax	15,301.15	12,315.23
Less: Provision for Taxation
Current Tax	4,338.00	3,603.70
Deferred Tax	451.39	281.68
Previous year excess / (short) tax provision	-- 4,789.39	-- 3,885.38
Profit After Tax	10,511.76	8,429.85

- 2017-2018 THE YEAR UNDER REVIEW:

During the year under review, your Company recorded impressive performance, maintaining its record of growth and profitability.

Your Company earned revenue ofRs, 903.35 crores for the year ended 31st March, 2018, as against, 857.72 crores of previous year. Domestic Sales amounted to Rs, 453.43 crores, and the Export Sales amounted to Rs, 449.92 crores for the year ended 31st March, 2018.

During the year under review, your Company achieved the significant milestone of earning over Rs, 100 crores by recording Net Profit after tax of Rs, 105.12 crores, 24.7% higher than the figure recorded in the previous year.

- OPERATIONS:

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

- CHANGE IN NAME OF THE COMPANY:

Pursuant to availability of the name from the Office of the Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs, New Delhi, the Board of Directors of the Company approved the change of name of the Company from "Garware-Wall Ropes Limitedâ to "Garware Technical Fibres Limitedâ and necessary amendments to Memorandum of Association and Articles of Association of the Company subject to approval of the Members.

Accordingly, the Company has initiated the process for passing of Special Resolution through Postal Ballot / e-Voting for changing the name of the Company to "Garware Technical Fibres Limitedâ and the same is under process.

- RESERVES:

Your Directors, do not propose to transfer any amount to the General Reserve and retain Rs, 39630.84 lakhs in the Statement of the Profit and Loss.

- DIVIDEND:

Your Directors, have recommended a Dividend ofRs, 4.50 (45%) per share of Rs, 10 each for your consideration at ensuing Annual General Meeting of the Company. The total proposed dividend for the year would absorb an amount of Rs, 1187.10 lakhs (including dividend tax of Rs, 202.41 lakhs).

In terms of the Ind AS -10 ''Events after reporting date'' as notified by the Ministry of Corporate Affairs through amendments to Companies (Accounting Standards) Amendment Rules, 2016, dated 30th March, 2016, the Company has not accounted for proposed dividend as liability as at 31st March, 2018.

The Dividend as recommend by the Board of Directors, if approved by the Members of the Company, will be paid to the eligible Members within the stipulated time.

- DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

- CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of your Company during the Financial Year ended 31st March, 2018.

- MATERIAL 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. 31st March, 2018 and the date of this Directors'' Report i.e. 30th May, 2018.

- DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, read with Article 96 of the Articles of Association of the Company, Ms. Mayuri V. Garware (DIN 06948274) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers herself for re-appointment. The Board recommends her reappointment.

In view of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 dated 9th May, 2018, which will come into force with effect from 1st April, 2019, no listed entity can continue the directorship of any person as a non-executive director who has attained the age of 75 (seventy-five) years unless a Special Resolution is passed to that effect. Accordingly, continuation of Mr. R. M. Telang, aged 76 (seventy-six) years as Non-Executive Independent Director of the Company with effect from 1st April, 2019, is recommended for approval of Members at the ensuing Annual General Meeting of the Company as Special Business by way of Special Resolution.

The details of Ms. Mayuri V. Garware and Mr. R. M. Telang, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard - 2 of General Meeting are contained in the accompanying Notice calling Forty-First Annual General Meeting of the Company, which forms an integral part of this Report.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. V. R. Garware, Chairman & Managing Director, Mr. S. H. Bamne, Chief Financial Officer and Mr. Sunil Agarwal, Company Secretary and Compliance Officer, are discharging the functions and responsibilities of whole-time Key Managerial Personnel of the Company.

During the Financial Year 2017-18, there has been no change in the Key Managerial Personnel of the Company.

- DECLARATION BY INDEPENDENT DIRECTORS'':

The Company has received declarations from all the Independent Directors, confirming that they are meeting the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

- 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 134(3)(c) of the Companies Act, 2013, read with Section 134(5) of the Companies Act, 2013, hereby state and confirm that:

1. In the preparation of the Annual Financial Statements for the year ended 31st March, 2018, the applicable Accounting Standards have been followed;

2. For the Financial Year ended 31st March, 2018, 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 31st March, 2018;

3. 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, 2013;

4. The Annual Financial Statements have been prepared on a "Going Concernâ basis;

5. Proper Internal Financial Controls were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

- ANNUAL EVALUATION BY THE BOARD:

In view of the provisions of the Companies Act, 2013 and considering the Guidance Note dated 5th January, 2017, issued by the Securities and Exchange Board of India ("SEBIâ), the Nomination & Remuneration Committee of the Board has laid down comprehensive framework including the criteria for evaluation of performance of the Board as a whole and various committees of the Board and individual Directors, including Independent Directors.

Based on such comprehensive framework, the Board of Directors of the Company had carried out Annual Evaluation of the performance of the Board as a whole, the Directors individually and also the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee.

On collation of all the responses, feedback was provided by Chairman of the Board to each member of the Board.

The Board noted the evaluation results that were collated and presented to the Board.

The Directors expressed their satisfaction with the evaluation process.

A separate meeting of Independent Directors was held on Tuesday, 13th February, 2018, 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;

- NUMBER OF MEETINGS OF THE BOARD:

There were four (04) meetings of the Board of Directors held during the year, details of which are given in the annexed "Corporate Governance Reportâ.

- COMPOSITION OF THE COMMITTEES OF THE BOARD:

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

- STATUTORY AUDITORS:

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and pursuant to the recommendation of the Audit Committee, M/s. Mehta Chokshi & Shah, Chartered Accountants (Firm Registration No. 106201W), were appointed as Statutory Auditors at the 40th Annual General Meeting to hold office from the conclusion of 40th Annual General Meeting till the conclusion of 45th Annual General Meeting of the Company, subject to ratification of their appointment at every Annual General Meeting.

However, pursuant to the provisions of the Companies (Amendment) Act, 2017, effective from 7th May, 2018, the requirement of seeking approval for ratification of appointment of Statutory Auditors by Members of the Company at every Annual General Meeting is omitted.

Therefore, the Company is not seeking any ratification of appointment of M/s. Mehta Chokshi & Shah, Chartered Accountants as the Statutory Auditors of the Company, by the Members at the ensuing Annual General Meeting.

- STATUTORY AUDITORS'' AND REPORT:

There are no audit qualifications, reservations or adverse remarks or disclaimers, in the Auditors¹ Report, as annexed elsewhere in this Annual Report.

- COST AUDIT AND COST COMPLIANCE:

In accordance with the provisions of Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, Cost Audit for the Financial Year 2017-18, was applicable to the Company. M/s. Joshi Apte & Associates, Cost Accountants, (Firm Registration No. 000240), were appointed as Cost Auditor for conducting audit of Cost Accounting Records maintained by the Company, for the Financial Year 2017-18.

The Audit Report for the Cost Accounting records maintained by the Company for the Financial Year 201718, is under preparation and the same will be filed with the Central Government within the prescribed time limit.

- 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 ended 31st March, 2018.

The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended on 31st March, 2018 and the same is set out in âAnnexure 1â, forming an integral part of the Directors¹ Report. The observation of the secretarial auditors in their report are self-explanatory and therefore, the directors do not have any further comments to offer on the same.

M/s. SVD & Associates, Company Secretaries (CP No. 965) were appointed as Secretarial Auditors to carry out the audit of the Secretarial and related records of the Company, for the Financial Year ended on 31st March, 2019.

- PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company, has not provided any Guarantee during the Financial Year 2017-18, attracting the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

Details of loans given and investments made during the Financial Year 2017-18, under the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements.

- RELATED PARTY TRANSACTIONS:

All the transactions with Related Parties entered during the Financial Year 2017-18 by the Company, were in the ordinary course of business and on arm''s length basis and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted.

There were no Material Related Party Transaction(s) made with the Related Party as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions were placed before the Audit Committee for their prior approval. Omnibus approval was obtained on a yearly basis for transactions which were of repetitive nature. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website: http://www.garwareropes.com/partv-transactions-policv.html.

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

- ADEQUACY OF INTERNAL FINANCIAL CONTROL:

Your Company, continued to remain focused on ensuring a robust and effective Internal Financial Control framework.

- REMUNERATION POLICY:

The Board of Directors of the Company has approved the Policy relating to remuneration for the Directors, Key Managerial Personnel, Senior Management based on recommendation of Nomination & Remuneration Committee of the Board.

The salient aspects covered in the Policy have been outlined in the Corporate Governance Report, which forms an integral part of this Report.

As per the requirements of Section 178(4) of the Companies Act, 2013 details of such a Policy have been displayed on the Company''s website: http:// www.garwareropes.com/remuneration.html.

- RISK MANAGEMENT POLICY:

Risk Management involves the following:

- Identification of risks.

- Evaluation of the risks as to likelihood and consequences.

- Assessment of options for minimising / covering the risks.

- Preparation of Risk Management Plan.

- 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 risk and initiatives taken within framework of Risk Assessment and Minimization Policy Statement and accordingly, take necessary corrective actions, if required, for managing/mitigating the same.

- VIGIL MECHANISM:

The Board of Directors of the Company has formulated a Vigil Mechanism Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which are given in the annexed âCorporate Governance Reportâ.

- CORPORATE SOCIAL RESPONSIBILITY (CSR):

- THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read 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 âAnnexure 3â, forming an integral part of the Directors'' Report.

- EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2014, an extract of Annual Return as of 31st March, 2018, in Form No. MGT-9, is set out in âAnnexure 4â, forming an integral part of the Directors'' Report.

- 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 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in âAnnexure 5â, forming an integral part of the Directors'' Report.

- DETAILS OF EMPLOYEE WELFARE TRUST SET UP FOR THE BENEFIT OF EMPLOYEES:

Your Company, on 16th October, 2006, constituted a Trust named as "GWRL Managerial Staff Welfare Trustâ to implement the Welfare Scheme for the benefit of its Managerial Employees. The said Scheme is in compliance of the provisions of the Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014.

The Details as required by Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014 are uploaded on the Company''s website: http://www.garwareropes.com/stock-exchange.html.

- THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("the Sexual Harassment Act"):

Your Company, has adopted a Policy under the Sexual Harassment Act and Rules framed thereunder.

During the Financial Year 2017-18, there was one (01) complaint received to the Committee constituted under the Sexual Harassment Act, which has been resolved.

- CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and applicable Accounting Standards, the Company has prepared a Consolidated Financial Statement of the Company, its Subsidiary and Associate Company 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 contains the Audited Financial Statement of the Company and Consolidated Audited Financial Statement of the Company and its Subsidiary and Associate Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of its Subsidiary and Associate Company are also uploaded on the Company''s website: http://www.garwareropes.com/financial-reports.html.

The Audited Financial Statements of the Subsidiary, Associate Company and the related detailed information will be made available to any Member of the Company / its Subsidiary and Associate Company, who maybe interested in obtaining the same. The Audited Financial Statements of the Subsidiary and Associate Company will also be kept for inspection by any Member at the Company''s Registered Office and that of the Subsidiary and Associate Companies.

- SUBSIDIARY AND ASSOCIATE:

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

Garware Meditech Private Limited is an associate of your Company and presently not having any business activity.

Pursuant to provisions of first proviso of sub-section (3) of Section 129 of the Companies Act, 2013, a Statement containing salient features of the Financial Statement of its Subsidiary and Associate Company in Form No. AOC-1 is attached to the Financial Statement.

- CORPORATE GOVERNANCE:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, a separate section on Corporate Governance as well as the Auditor''s Certificate regarding compliance of conditions of Corporate Governance is set out in "Annexure", which forms an integral part of the Directors'' Report.

The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

- SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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

- SECRETARIAL STANDARDS:

- 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 Members of the Company.

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

On behalf of the Board of Directors,

V. R. GARWARE

Pune Chairman & Managing Director

30th May, 2018 DIN00092201

Mar 31, 2017

For the Financial Year ended 31st March, 2017)

To The Members,

The Directors have pleasure in presenting the Fortieth Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2017.

FINANCIAL SUMMARY:

(Rs,in lakhs)

Particulars	Year ended 2016-2017		Year ended 2015-2016
Revenue from Operations (Including Excise Duty)		86,871.64		82,920.35
Profit subject to Depreciation & Taxation	13,596.71		10,014.72
Less: Depreciation, net of transfer from Revaluation Reserve	1,413.23		1,310.49
Profit Before Tax		12,183.48		8,704.23
Less: Provision for Taxation
Current Tax	3,603.70		2,021.00
Deferred Tax	252.60		583.00
Previous year excess / (short) tax provision	--	3,856.30	(87.40)	2,516.60
Profit After Tax		8,327.18		6,187.63

- 2016-2017 THE YEAR UNDER REVIEW:

Your Company earned revenue of Rs, 868.72 crores for the year ended 31st March, 2017, as against Rs, 829.20 crores of previous year. Domestic Sales amounted to Rs, 457.34 crores, and the Export Sales amounted to Rs, 411.38 crores for the year ended 31st March, 2017.

In the year under review, the Indian economy continued to grow at an impressive rate. A relatively good monsoon led to increase in the agriculture growth-rate. However, this could not translate into demand for our products due to delays in subsidies and various regulatory issues. Growth in the industrial sector was moderate. The inflation rate remained fairly stable. The global economy was marked by some signs of recovery. Short-term fluctuations in the rupee were an issue of concern, but your Company could meet this challenge comfortably due to its conservative hedging policies.

Despite all challenges, your Company recorded impressive performance, maintaining its record of growth and profitability. Your Company earned Net Profit After Tax of Rs, 83.27 crores, 34.58% higher than the figure recorded in the previous year.

- OPERATIONS:

The operations of the Company are elaborated in the annexed âManagement Discussion and Analysis Reportâ.

- RESERVES:

Your Directors do not propose to transfer any amount to the General Reserve and retain Rs, 30,955.55 lakhs in the Statement of Profit and Loss.

- DIVIDEND:

To commemorate completion of 40 years of the Company, your Directors have recommended a special one-time dividend of Rs, 1.50 (15%) per share of Rs, 10 each in addition to normal dividend of Rs, 3.50 (35%) per share of Rs, 10 each for your consideration at ensuing Annual General Meeting of the Company. The total proposed dividend for the year including normal dividend and special one-time dividend aggregating to a total dividend of Rs, 5.00 (50%) per share of Rs, 10 each would absorb an amount of Rs, 1316.84 lakhs (including dividend tax of Rs, 222.74 lakhs).

In terms of the revised Accounting Standard (AS) - 4 ''Contingencies and Events occurring after Balance Sheet date'' as notified by the Ministry of Corporate Affairs through amendments to Companies (Accounting Standards) Amendment Rules, 2016, dated 30th March, 2016, your Company has not accounted proposed dividend as liability, for the year ended 31st March, 2017.

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

- DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification^) or re-enactment(s) for the time being in force).

- CHANGE IN THE NATURE OF BUSINESS, IF ANY: There was no change in the nature of business of your Company during the Financial Year ended 31st March, 2017.

- MATERIAL CHANGES AND COMMITMENTS 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. 31st March, 2017 and the date of this Directors'' Report i.e. 24th May, 2017.

- DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the year under review, Mr. V R. Garware (DIN 00092201) was re-appointed as a Managing Director of the Company designated as Chairman & Managing Director of the Company for a period of five (05) years effective from 1st December, 2016 as per the term and conditions as approved by the Members of the Company in Thirty-Ninth Annual General Meeting of the Company.

Mr. Subbarao Venkata Murukutla, Director (DIN 02099059), resigned from the Board of the Company effective from 21st April, 2017 (closure of business hours), due to personal reasons. Your Directors placed on record their appreciation of the valuable services rendered by him.

Pursuant to Section 161 of the Companies Act, 2013 read with Article 101 of the Articles of Association of the Company, Dr. Shridhar Shrikrishna Rajpathak (DIN 00040387) was appointed as Director liable to retire by rotation with effect from 24th May, 2017 to fill the casual vacancy caused by resignation of Mr. M. V Subbarao. Dr. Shridhar Shrikrishna Rajpathak holds office upto the date of the ensuing Annual General Meeting of the Company i.e. 4th August, 2017. He retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The details of Director being recommended for re-appointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard - 2 of General Meeting are contained in the accompanying Notice calling Fortieth Annual General Meeting of the Company, which forms part of this Annual Report.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. V R. Garware, Chairman & Managing Director, Mr. S. H. Bamne, Chief Financial Officer and Mr. Sunil Agarwal, Company Secretary and Compliance Officer, are discharging the functions and responsibilities of whole-time Key Managerial Personnel of the Company.

During the Financial Year 2016-17, there has been no change in the Key Managerial Personnel of the Company.

- DECLARATION BY INDEPENDENT DIRECTORS:

Declarations under sub-section (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.

- 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 I34(3)(c) read with Section 134(5) of the Companies Act, 2013, hereby state and confirm that:

1. In the preparation of the Annual Financial Statements for the year ended 31st March, 2017, the applicable Accounting Standards have been followed;

2. For the Financial Year ended 31st March, 2017, 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 31st March, 2017;

4. The Annual Financial Statements have been prepared on a âGoing Concernâ basis;

5. Proper Internal Financial Controls were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

- ANNUAL EVALUATION BY THE BOARD:

In view of the provisions of the Companies Act, 2013 and considering the Guidance Note dated 5th January, 2017, issued by the Securities and Exchange Board of India (âSEBIâ), the Nomination & Remuneration Committee of the Board has laid down comprehensive framework including the criteria for evaluation of performance of the Board as a whole and various committees of the Board and individual Directors including Independent Directors.

On collation of all the responses, feedback was provided by Chairman of the Board to the each member of the Board. The Board noted the evaluation results that were collated and presented to the Board.

The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance.

The Directors expressed their satisfaction with the evaluation process.

A separate meeting of Independent Directors was held on Monday, 13th February, 2017, 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;

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

- NUMBER OF MEETINGS OF THE BOARD:

There were four (04) meetings of the Board of Directors held during the year, details of which are given in the annexed âCorporate Governance Reportâ.

- COMPOSITION OF THE COMMITTEES OF THE BOARD:

- STATUTORY AUDITORS:

At the Thirty-Seventh Annual General Meeting of the Company, the Members had approved the appointment of M/s. Patki and Soman, Chartered Accountants, Pune (Firm Registration No. I07830W) as the Statutory Auditors to hold office till the conclusion of Fortieth Annual General Meeting. The tenure of office of M/s. Patki and Soman, Chartered Accountants, as Statutory Auditors of the Company will expire with the conclusion of Fortieth Annual General Meeting of the Company and M/s. Patki and Soman, Chartered Accountants, are not eligible for re-appointment in terms of Section 39 (2) of the Companies Act, 2013.

The Board of Directors places on record its appreciation to the services rendered by M/s. Patki and Soman as Statutory Auditors of the Company.

The Board of Directors has, at its meeting held on Wednesday, 24th May, 2017, on the recommendation of the Audit Committee, made its recommendation for the appointment of M/s. Mehta Chokshi & Shah, Chartered Accountants, Mumbai (Firm Registration No. I0620IW), as Statutory Auditors of the Company in place of M/s. Patki and Soman subject to approval by the Members at the ensuing Annual General Meeting of the Company.

The Company has received from M/s. Mehta Chokshi & Shah, Chartered Accountants, Mumbai a written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment as the Statutory Auditors of the Company, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and Rules framed there under.

The Members are requested to approve the appointment of M/s. Mehta Chokshi & Shah, Chartered Accountants, Mumbai (Firm Registration No. I0620IW), as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting of the Company, till the conclusion of the Forty-Fifth Annual General Meeting of the Company.

- STATUTORY AUDITORS'' 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 provisions of Companies (Cost Records and Audit) Rules, 2014, notified on 30th June, 2014 and as amended vide Notification dated 31st December, 2014, Cost Audit for the Financial Year 2016-17, was applicable to the Company. M/s. Joshi Apte & Associates, Cost Accountants, (Firm Registration No. 000240) were appointed as Cost Auditor for conducting audit of Cost Accounting Records maintained by the Company, for the Financial Year 2016-17.

The Audit Report for the Cost Accounting records maintained by the Company for the Financial Year 2016-17, is under preparation and the same will be filed with the Central Government within the prescribed time limit.

M/s. Joshi Apte & Associates, Cost Accountants, (Firm Registration No. 000240) were re-appointed as Cost Auditor for conducting an audit of Cost Accounting Records maintained by the Company, for the Financial Year 2017-18.

- 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 ended 31st March, 2017.

The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended 31st March, 2017 and the same is set out in âAnnexure Iâ, forming part of this Report. The same does not contain any qualifications, reservations or adverse remarks or disclaimers.

- PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company, has not provided any Guarantee during the Financial Year 2016-17, attracting the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

Details of loans given and investments made during the Financial Year 2016-17, under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements.

- RELATED PARTY TRANSACTIONS:

All the transactions with Related Parties entered during the Financial Year 2016-17 by the Company, were in the ordinary course of business and on arm''s length basis.

There were no Material Related Party Transaction(s) made with the Related Party as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Related Party Transactions were 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 provisions of Section I34(3)(h) of the Companies Act, 2013, Form AOC-2 is not applicable to the Company.

- INTERNAL FINANCIAL CONTROLS:

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

- REMUNERATION POLICY:

The salient aspects covered in the Policy have been outlined in the Corporate Governance Report, which forms part of this report.

- RISK MANAGEMENT POLICY:

Risk Management involves the following:

- Identification of risks.

- Evaluation of the risks as to likelihood and consequences.

- Assessment of options for minimizing / covering the risks.

- Preparation of Risk Management Plan.

- Action Plan for the implementation of the Risk Management Plans.

- Review of the Risk Management efforts.

- VIGIL MECHANISM

The Board of Directors has formulated a Vigil Mechanism Policy which is in compliance with the provisions of Section 177

(I0)of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which are given in the annexed âCorporate Governance Reportâ.

- CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility), Rules, 2014, your Company has established Corporate Social Responsibility (CSR) Committee and an Annual Report on CSR Activities, forming part of the Directors'' Report is given at âAnnexure 2â.

- THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section

I34(3)(m) of the Companies Act, 2013 read 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 âAnnexure 3â forming part of this report.

- EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Sections I34(3)(a) and 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2014, an extract of Annual Return as of 31st March, 2017, in Form No. MGT-9, is set out in âAnnexure 4â forming part of this report.

- 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 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in âAnnexure 5â forming part of this report.

- DETAILS OF EMPLOYEE WELFARE TRUST SET UP FOR THE BENEFIT OF EMPLOYEES:

Your Company on 16th October, 2006, constituted a Trust named as âGWRL Managerial Staff Welfare Trustâ to implement the Welfare Scheme for the benefit of its Managerial Employees. The Said Scheme in compliance of the provisions of the Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014.

- THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

There was no case filed / pending with the Company during the Financial Year 2016-17 under the said Act.

- CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and applicable Accounting Standards, the Company has prepared a Consolidated Financial Statement of the Company, its Subsidiary and Associate Company 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.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of its Subsidiary and Associate Company are also placed on the Company''s website: www.garwareropes.com/financial-reports.html.

The Audited Financial Statements of the Subsidiary, Associate Company and the related detailed information will be made available to any member of the Company / its Subsidiary and Associate Company, who may be interested in obtaining the same. The Audited Financial Statements of the Subsidiary and Associate Company will also be kept for inspection by any Member at the Company''s Registered Office and that of the Subsidiary and Associate Companies.

- SUBSIDIARY AND ASSOCIATE:

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

Garware Meditech Private Limited is an associate of your Company and presently not having any business activity. Pursuant to provisions of first proviso of sub-section (3) of Section 129 of the Companies Act, 2013, a Statement containing salient features of the Financial Statement of its Subsidiary and Associate Company in Form No. AOC-I is attached to the Financial Statement.

- CORPORATE GOVERNANCE:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance as well as the Auditor''s Certificate regarding compliance of conditions of Corporate Governance is set out in Annexure, which forms part of this report.

The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

- SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

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

- ACKNOWLEDGMENT:

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

24th May, 2017 DIN 00092201

Mar 31, 2016

Your Company could weather these challenges by continuing with its drive to move away from price
sensitive markets to high-value propositions that provide distinctive, long-term benefits that are
appreciated by customers. In some segments like aquaculture, your Company offered paradigm-shifting
products. Development of country-specific and end-use specific products helped us improve market
shares and export revenues. The balanced share of export and domestic revenues and increasing
penetration in new market segments like agriculture, geo-synthetics and coated fabrics also helped
your Company improve its profitability.

Directors'' Report

(For the Financial Year ended 31st March, 2016) To The Members, Your Directors have pleasure in
presenting the Thirty-Ninth Annual Report along with Audited Financial Statements of the Company
for the year ended 31st March, 2016.

FINANCIAL SUMMARY: (Rs, in lacs)

Particulars Year ended 2015-2016 Year ended 2014-2015

Profit subject to
Depreciation &
Taxation 10,014.72 7,289.71

Less: Depreciation,
net of transfer from
Revaluation Reserve 1,310.49 1,238.55

Profit Before Tax 8,704.23 6,051.16

Less: Provision
for Taxation
Current Tax 2,021.00 1,517.00

Deferred Tax 583.00 222.00

Wealth Tax - 9.51

Previous year
excess/(short)
tax provision (87.40) 2,516.60 (2.84) 1,745.67

Profit After Tax 6,187.63 4,305.49

Add: Profit brought
forward from the
previous year 18180.27 15,093.07

Amount available for
Appropriation 24367.90 19,398.56

APPROPRIATIONS

Proposed Dividend 722.10 656.46

Tax on Proposed
Dividend 147.00 131.28

General Reserve 870.43 1739.53 430.55 1,218.29

Balance in the
Statement of
Profit& Loss 22628.37 18,180.27

24367.90 19,398.56

2015-2016 THE YEAR UNDER REVIEW:

Your Company earned revenue of Rs, 829.20 crores for the year ended 31st March, 2016, as against
Rs, 786.60 crores of previous year. Domestic Sales amounted to Rs, 449.04 crores, and the Export
Sales amounted to Rs, 380.16 crores for the year ended 31st March, 2016.

In the year under review, the Indian economy was marked by reasonable macro-economic stability. The
inflation rate was moderate despite a weak monsoon for the second consecutive year. A sharp drop in
international crude oil prices, a stable government at the centre and effective central bank
measures supported a healthy growth rate. However, slow growth in key sectors like agriculture
remained a matter of concern.

The global macroeconomic environment continued to be in a state of flux with recession in key
developed economies, soft commodity prices, geo-political tensions and volatility in financial
markets. Fluctuations in crude oil prices affected the economies of oil producing nations in North
America and Europe, which are major markets for some of our products.

In such challenging external environment, your Company recorded impressive performance, maintaining
its record of growth and improving profitability significantly. Your Company earned Net Profit
After Tax of Rs, 61.88 crores, 43.7% higher than the figure recorded in the previous year. Your
Board of Directors has recommended a dividend at Rs, 3.30 (33%) per share. Your Company''s strong
performance was the result of strategic plans executed with clarity, cohesiveness and commitment.
Your Company''s relentless focus on quality culture and operational excellence will ensure
maximization of all current and new opportunities.

- OPERATIONS:

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

- RESERVE:

Your Company proposes to carry Rs, 870.43 lacs (Previous year Rs, 430.55 lacs) to General Reserve
and retain Rs, 22,628.37 lacs in the Statement of Profit and Loss.

- DIVIDEND:

Your Directors have recommended a Dividend of Rs, 3.30 (33%) per share for the year 2015-2016 for
your consideration. The proposed Dividend will absorb an amount of Rs, 869.10 lacs (including
Dividend Tax).

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

DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read along with the Companies (Acceptance of
Deposits) Rules, 2014.

CHANGE IN THE NATURE OF BUSINESS, IF ANY: There was no change in the nature of business of your
Company during the Financial Year ended 31st March, 2016.

MATERIAL CHANGES AND COMMITMENTS

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. 31st March, 2016
and the date of this Directors'' Report i.e. 26th May, 2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: Pursuant to provisions of Companies Act, 2013 read along
with Article 96 of the Articles of Association of the Company, Ms. Mayuri V Garware is due to
retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for
re-appointment.

The Board of Directors at its meeting held on 26th May, 2016, after due consideration of the
recommendation made by the Nomination & Remuneration Committee of the Board has resolved to
re-appoint Mr. V R. Garware (DIN 00092201) as a Managing Director to be designated as Chairman and
Managing Director ("CMD") of the Company for a period of five (5) years from I st December, 2016 to
30th November, 2021 subject to the approval of the Members at the ensuing Annual General Meeting of
the Company. The resolution pertaining to his re-appointment is mentioned at Item No. 6 of the
Notice of the ensuing Annual General Meeting of the Company.

The details of Director being recommended for re-appointment as required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying
Notice, which forms part of this Annual Report.

Mr. Sunil Agarwal, is designated as Company Secretary and Compliance Officer of the Company with
effect from 14th April, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. V R. Garware, Chairman &
Managing Director, Mr. S. H. Bamne, Chief Financial Officer and Mr. Sunil Agarwal, Company
Secretary and Compliance Officer, are discharging the functions and responsibilities of a
whole-time Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS'':

Declarations under sub-section (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.

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 134(3)(c) read along with
Section 134(5) of the Companies Act, 2013, hereby state and confirm that:

1. In the preparation of the Annual Financial Statements for the year ended 31st March, 2016,
the applicable Accounting Standards have been followed;

2. For the Financial Year ended 31st March, 2016, 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 31st March,
2016;

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, 2013;

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.

ANNUAL EVALUATION BY THE BOARD:

Based onthecriteria 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.

The Board noted the evaluation results that were collated and presented to the Board.

A separate meeting of Independent Directors was held on 12th February, 2016, 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.

NUMBER OF MEETINGS OF THE BOARD:

There were four (4) meetings of the Board of Directors held during the year, details of which are
gK,en 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 are given in the
annexed "Corporate Governance Report".

STATUTORY AUDITORS: Pursuant to the provisions of Sections 139, 142 and other applicable
provisions, if any, of the Companies Act, 2013 read along with the Companies (Audit and Auditors)
Rules, 2014 and pursuant to the recommendation of the Audit Committee, 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 of the Company till the
conclusion of the 40th Annual General Meeting of the Company 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 (F.
R. No. 107830W), as Statutory Auditors of the Company till the conclusion of the 40th Annual
General Meeting of the Company.

STATUTORY AUDITORS'' 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 provisions of Companies (Cost Records and Audit) Rules, 2014, notified on
30th June, 2014 and as amended vide Notification dated 31st December, 2014, the Cost Audit for the
Financial Year 2015-16, was applicable to the Company. M/s. joshi Apte & Associates, Cost
Accountants, (Firm Registration No. 000240) were appointed as Cost Auditor for conducting an audit
of Cost Accounting Records maintained by the Company, for the Financial Year 2015-16.

The Audit Report for the Cost Accounting records maintained by the Company for the Financial Year
2015-16, is under preparation and the same will be filed with the Central Government within the
prescribed time limit.

M/s. joshi Apte & Associates, Cost Accountants, (Firm Registration No. 000240) were re-appointed
as Cost Auditor for conducting an audit of Cost Accounting Records maintained by the Company, for
the Financial Year 2016-17.

SECRETARIAL AUDIT REPORT: Pursuant to the provisions of Section 204 of the Companies Act, 2013,
read along 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, 2016. The
Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended 31st
March, 2016 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 disclaimers.

PARTICULARS OF LOANS, GURANTEES AND INVESTMENTS:

The Company, has not gK,en any Loan nor provided any Guarantee and not made any Investment during
the Financial Year 2015-16, attracting the provisions of Section 186 of the Companies Act, 2013
read along with the Companies (Meetings of Board and its Powers) Rules, 2014. RELATED PARTY
TRANSACTIONS:

All the transactions with Related Parties entered during the Financial Year 2015-16 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 Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

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/partv- transactions-policv.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.

REMUNERATION POLICY: The Board of Directors of the Company has approved the Policy relating to
remuneration for the Directors, Key Managerial Personnel, Senior Management based on recommendation
of Nomination & Remuneration Committee of the Board.

Nomination & Remuneration Committee of the Board had further laid down the criteria to identify the
persons, who are qualified to become Directors and may be appointed as Senior Management of the
Company as well as criteria for determining qualification, positive attributes and independence of
a Director.

The salient aspects covered in the Policy have been outlined in the Corporate Governance Report,
which forms part of this report.

- 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 Management involve 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 regular^ 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):

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read along with the Companies
(Corporate Social Responsibility Policy), Rules, 2014, your Company has established Corporate
Social Responsibility (CSR) Committee and an Annual Report on CSR Activities, forming part of the
Directors'' Report is given at "Annexu,-e2".

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

Information in accordance with the provisions of Section 134(3)(m) 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, 2016, in Form No. MGT-9, is set out in
"Annexure 4" forming part of this report.

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 of the
Companies Act, 2013, read along with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is set out in "Annexure 5" forming part of this report.

DETAILS OF EMPLOYEE WELFARE TRUST SET UP

FOR THE BENEFIT OF MANAGERIAL EMPLOYEES Your Company on 16th October, 2006, constituted a Trust
named as "GWRL Managerial Staff Welfare Trust" ("GWRL Trust") to implement the Welfare Scheme for
the benefit of its Managerial Employees.

The GWRL Trust present^ holds 9,46,500 Equity Shares of Rs,I0/- each of the Company.

Pursuant to the provisions of Regulation 3l(2)(b) of the SEBI (Share Based Employee Benefits)
Regulations, 2014 ["SEBI (SBES) Regulations, 2014"], General Employee Welfare Scheme of the Company
i.e. GWRL Managerial Staff Welfare Trust Scheme1 ("Scheme"), as existed prior to enactment of SEBI
(SBES) Regulations, 2014, was aligned with the provisions of SEBI (SBES) Regulations, 2014, during
the year under review.

Relevant disclosures as required by Regulation 14 of SEBI SBES Regulations, 2014 are uploaded on
the Company''s website: http://www.garwareropes.com/stock-exchange.html.

- THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT,20I3:

Your Company has Zero tolerance towards any action on the part of any employee, which may fall
under the admit 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

2015-16 under the said Act.

SUBSIDIARY AND ASSOCIATE:

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

Garware Meditech Private Limited is an associate of your Company and presently not having any
business activity.

Pursuant to provisions of first proviso of sub-section (3) of Section 129 of the Companies Act,
2013, a Statement containing salient features of the Financial Statement of its Subsidiary and
Associate in Form No. AOC-1 is attached to the Financial Statement.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129 of the Companies Act, 2013 read along with the Companies
(Accounts) Rules, 2014, the Company has prepared a Consolidated Financial Statement of the Company,
its Subsidiary and Associate 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 contains the Audited Financial Statement of the Company
and Consolidated Audited Financial Statement of the Company and its Subsidiary and Associate.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Audited Financial
Statements of the Company, Consolidated Financial Statements along with relevant documents and
separate Audited Financial Statements in respect of its Subsidiary and Associate is also placed on
the Company''s website: www.garwareropes.com/financial-reports.html.

The Audited Financial Statements of the Subsidiary Company, Associate Company and the related
detailed information will be made available to any member of the Company / its Subsidiary and
Associate Companies, who may be interested in obtaining the same. The Audited Financial Statements
of the Subsidiary and Associate Company will also be kept for inspection by any Member at the
Company''s Registered Office and that of the Subsidiary and Associate Companies.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34 read along with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section on 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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

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 Members 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, 2016 DfN 00092201

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 Â¦ 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''.

Â¦ 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, 2012

The Directors have pleasure in presenting the Thirty Fifth Annual Report and Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2011-2012 2010-2011

Profit subject to Depreciation & Taxation 4,807.27 4,605.20

Less: Depreciation.net of transfer from Revaluation Reserve 1,601.92 1,483.98

Profit Before Tax 3,205.35 3,121.22

Less: Provision for Taxation

Current Tax 775.00 620.91

Deferred Tax 22.00 54.18

Wealth Tax 5.50 2.86

Previous year short tax provision 2.28 804.78 Ã 677.95

Profit After Tax 2,400.57 2,443.27

Add: Profit brought forward from the previous year 10,390.30 8,880.91

Amount available for Appropriation 12,790.87 11,324.18

APPROPRIATIONS

Proposed Dividend 592.71 592.71

Taxon Proposed Dividend 96.15 96.17

General Reserve 241.00 929.86 245.00 933.88

Balance in Profit & Loss Account 11,861.01 10,390.30

12,790.87 11,324.18

- 2011-2012 THE YEAR UNDER REVIEW:

Your Company earned revenue of Rs. 580.82 crores for the year ended 31st March, 2012, as against Rs. 501.30 crores in the previous year. Domestic sales stood at Rs. 325.11 crores. Export sales rose to Rs. 255.71 crores, registering healthy growth of 38.2%.

The year under review was one of the most challenging in recent times, due to rise in raw material costs and unprecedented economic uncertainty across the globe. There were also tremendous inflationary pressures in the Indian manufacturing environment, including significant increases in power, manpower and interest costs. These were passed on to customers over the period, but impacted margins of the Company through some part of the year. 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 international market.

Despite the constraints and the challenging environment, the Company earned Net Profit after Tax of Rs. 24.01 crores, compared to Rs. 24.43 crores in the previous year, with a marginal drop of 2%, even after higher incidence of tax, due to the withdrawal of EOU tax benefits during the year under review.

- DIVIDEND:

Your Directors have recommended a dividend at 25% ( Rs. 2.50 per share) for the year 2011-2012 for your consideration. The proposed dividend will absorb an amount of Rs. 688.86 lacs (including Dividend Tax).

- DIRECTORS:

Mr. Ramesh Garware, who was Chairman & Managing Director, decided to resign from the position of a Director with effect from 7th November, 2011. His tenure as Managing Director, which expired on 31st October, 2011, was not extended in consonance with his request.

The Board of Directors takes this opportunity to place on record its deep appreciation for his valuable services and great contribution to the growth and progress of the Company.

In recognition of the distinctive and meritorious contribution of Mr. Ramesh Garware, your Board, at its meeting held on 7th November 2011, was pleased to appoint him as "Chairman Emeritus" with immediate effect.

Mr. V R. Garware, Whole-time Director, was elevated as Managing Director with designation of Chairman and Managing Director (CMD) with effect from 7th November, 2011, and was reappointed for a period of 5 years effective from 1st December, 2011.

Pursuant to Article 133 of the Articles of Association of the Company, Mr. V R. Garware and Mr. R. M. Telang retire by rotation and being eligible, offer themselves for re-appointment.

- DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 2I7(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, 2012 and of the profit of the Company for the year ended 31st March, 2012;

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.

- INFORMATION PURSUANT TO SECTION 2I7(I)(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:

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.

- JOINT VENTURE:

Garware Environmental Services Private Ltd., a JV company, is yet to start its commercial operations.

- 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 organizing health camps, blood donations camps, summer vacation camps, tree plantation drive, etc. The Company also supports schools and colleges by providing them educational equipment and sports-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, Mumbai, V. R. GARWARE

28th May, 2012 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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