Garware Hi Tech Director Discussions


To the Members,

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

1) FINANCIAL RESULTS

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

2) DIVIDEND

The Directors are pleased to recommend a Dividend of 10 per equity share of face value of 10/- each (100%) for the financial year ended March 31, 2023 on paid-up share capital of the Company. The Dividend is subject to the approval of the Members at the 66th Annual General Meeting. The dividend of 10/- per equity share of

10/- each will amount to 23.23 crores.

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

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

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

3) TRANSFER TO RESERVES

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

4) COMPANYS PERFORMANCE

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

5) STATE OF COMPANYS AFFAIRS AND BUSINESS REVIEW

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

6) SHARE CAPITAL

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

7) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There has been no material change/commitment affecting the financial position of the Company during the financialyear on March 31, 2023 to the date of this Report. There has been no change in the nature of business of the Company.

8) OPERATIONS

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

9) FUTURE OUTLOOK

The Company successfully commenced the production of Laminated

Sun control film during FY 2022-23. This will positively impact the Revenues and Profitability in coming years.

10) RESEARCH & DEVELOPMENT

Your Companys R&D Centre is accredited by the Department of Scientific and Industrial Research, Ministry of Science and

Technology, Government of India for decades. Your Company is an aggressive leader in development of new products and new applications for BOPET Films and Solar Control Window Films, Lidding Films and Paint Protective Film (PPF) for Automobile.

The Company has introduced many Coated Products, like

Antimicrobial PET film and Flame-Retardant PET film, sheet component films, Co Extruded Products, PETG Shrink Films for label applicationswithLow,MediumHighShrinkfilmand Post-Consumer Recycled (PCR) shrink film. A wide range of high heat in the International Market. Lidding rejectionfilms films for food grade packaging applications, Water Floatable shrink film for easy recycling of labels from PET container recycling eliminating possibility of label contamination to PET recycling.

The R&D team works hand-in-hand with production and marketing team to introduce and establish new products and to ensure proper

Quality, Output, Cost and efficiency is achieved. The R&D also focused on cost reduction measures by introducing new methods in processes.

Functioning of R&D Centre

The R&D Centre is well equipped with qualified and experienced

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

11) INFORMATION TECHNOLOGY

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

The digital transformation projects like implementation of supply chain efficiency enhancement i.e., Vendor Portal,

Safety system monitoring are in process.

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

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

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

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

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

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

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

The Company has upgraded all network equipments and devices at Factory premises for internet connectivity.

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

The Company has implemented mobile Application digital solar back-applications for employee self-services, digital solutions for visitors management

The Company initiated Digitization of Security operations for online tracking.

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

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

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

The Company is in the process of evaluating the Digitization of

Plotter cutting Software which is under progress.

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

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

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

12) AWARDS AND RECOGNITIONS

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

13) HUMAN RESOURCE DEVELOPMENT

Your Company Human resource team is well aligned with Companys Vision, Mission, Strategy, Goals & Objectives and has facilitated interventions to Build High Performance Organization by Strengthening our Competitiveness, Capacity, Competence

& Culture. We strive to be the best in People Management & Community Engagement Practices within the Industry. During the year, Companys Human Resources Team has proficiently worked upon various Talent Management Programs to Acquire, Develop & Retain the Right Talent. It has enabled us building strong chain of Leadership through Internal Succession Planning process and by onboarding competent leaders from similar as well as diverse domains. Our Talent Development approach is holistic and covers Technical, Functional, Safety, Behavioral and Leadership Development Interventions. During the year we invested over 875 man-days in total with more focus on Experiential Learning like On-The-Job training, Health & Safety Mindset, Cross-Functional working exposure. Our Learning & Development strategy aim to remain Competitive in the context of our Products, Processes & People. Our Culture & People Value System of "Caring, Sharing, Trust and

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

This is reflected in our Retention Rate of 97.2% with Voluntary

Attrition Rate of 2.8% during the year.

14) MANUFACTURING AND QUALITY INITIATIVES

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

The upgradation of plant and machinery and expansion of

Laminated film capacity helped Company to establish quality and improved reliability.

15) SUBSIDIARY COMPANIES

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

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

2. Global Hi-Tech Films Inc (Formerly known as Global Pet Films Inc) Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys Subsidiaries (in Form AOC-1) is attached to the financial statements

16) SAFETY, HEALTH & ENVIRONMENTAL PROTECTION

Being a Responsible Corporate Citizen, your Company has regularly undertaken various initiatives for the continual improvement in Health, Safety and Environment (HSE) at the works and surrounding areas.

Some of the prominent regular activities include–Safety audits of Thermic Fluid system and Electrical System by external expertise, HAZOP study of the process, Internal Safety survey of Plants, Field Safety round, monthly Safety review meetings, EMS review, training and periodical HSE inspections, schemes on the efficient usage of energy and the conservation of natural resources, activities for the enhancement of employee participation in HSE, emergency mock drills and the support in emergency management operations at public places. The safety performance is reviewed on monthly basis by the management safety committee involving all departments and their in charges. Various initiatives like provision of centralised fire detection, expansion of fire water network, provision of fire sprinkler systems, fire detection systems have been completed to deal with any emergency inside the plant. We have purchased a state of art fire tender for protection of our sun control division and a new fire station is set up which is manned round the clock. The centralised fire detection and alarm system connects all three fire stations and hence we have improved our response time for emergencies considerably. Various technological interventions like online incident reporting system, online safety observations systems have been put in place to increase visibility of safety efforts. The Company has been free from lost time incident for more than 1300 days as of now. The Company has developed green belt (increased from 30% to 36% of open land) also developed in-house nursery to have sapling inhouse for new plantation. The company has implemented extended producer responsibility (EPR) for plastic packing as per CPCB guideline.

The Company is a recipient of various safety laurels from the Regulatory Authorities at the National & State level (DG-FASALI) Govt. Of India and National Safety Council- Maharashtra Chapter as stated above during the year. Security system has been upgraded, like awareness training, evacuation drills to meet the new challenges. A central CCTV control room has been setup.

New fire engines added in the fleet have enhanced the existing emergency preparedness. Our fire Engines have played a major role in maintaining safety and fighting firesin the local vicinity where the manufacturing plants are situated as an mutual aid agreements.

17) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable Indian Accounting Standards have been followed and there are no material departures from the same. b) Accounting policies selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the

Company for the year ended on that date; c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) Prepared the annual accounts on a ‘going concern basis; e) Internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively and f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18) DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment/Resignation/cessation of Director:

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

During the financial year, Mr. Hemant Nikam (DIN:

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

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

B. Retirement by Rotation:

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

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

C. Key Managerial Personnel:

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

Dr. S. B. Garware - Chairman & Managing Director, Ms. Monika Garware – Vice Chairperson & Jt. Managing Director, Mrs. Sarita Garware Ramsay - Joint Managing

Director, Mr. Pradeep Mehta - Chief Financial Officer (CFO) and Mr. Awaneesh Srivastava - Company Secretary & Vice President (Legal), are the Key Managerial Personnel of the Company.

D. Independent Directors declaration:

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

Directors fulfil the criteria of independence as provided under the Act, rules made there under and the Listing Regulations and that they are independent of the management.

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

19) MEETINGS OF THE BOARD

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

20) PERFORMANCE EVALUATION OF BOARD

Pursuant to Regulation 17 of the Listing Regulations read with Schedule IV of the Act, a formal evaluation of Boards performance and that of its Committees and individual directors had been done. A structured questionnaire was prepared after taking into consideration of the various aspects of the Board functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

Said structured questionnaire performance evaluation forms were circulated to all the Directors. Based on feedback, an evaluation Report was prepared and forwarded to the Chairman and the respective Director to maintain the confidentiality of the Report

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

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

21) UNCLAIMED DIVIDEND AND SHARES

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

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

22) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors Report.

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

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

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

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Internal

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

24) COMMITTEES OF THE BOARD

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

25) AUDITORS AND THEIR REPORTS A. Statutory Auditors

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

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

The Auditors Report on the Standalone and Consolidated Financial Statements of the Company for the Financial Year 2022-23 as submitted by the Statutory Auditors of the Company did not contain any qualifications, reservation, adverse remarks or disclaimer. The Notes on Financial Statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

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

B. Internal Auditor

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

C. Cost Auditor

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

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

D. Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit

Report for the financial year ended March 31, 2023 from M/s.

Nilesh Shah & Associates, Practicing Company Secretaries, Mumbai and it is annexed as "Annexure IV" to this Report.

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

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

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

26) RISK MANAGEMENT

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

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

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

27) P ARTICULARS OF LOANS, GUARANTEES AND

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

28) RELA TED PARTY TRANSACTIONS (‘RPTS) All the transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The Audit Committee had given omnibus approval for the transactions (which are repetitive in nature) and the same were reviewed and approved by the Board. In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at https:// www.garwarehitechfilms.com/investors/policies-of-company/ There were no material significant during the financial year 2022-23 which were in conflict with the interest of the Company. The Directors would like to draw attention of the members to Note No.30 to the financial statement which sets out related party disclosure.

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

29) CORPORATE SOCIAL RESPONSIBILITY

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

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

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

30) ANNUAL RETURN

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

31) P ARTICULARS OF EMPLOYEES AND RELATED

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

32) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review, there were no cases filed and there were NIL Complaint received. The Company has constituted the Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy to abide by letter and spirit requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has Internal Complaints Committee (ICC) to redress the complaints of sexual harassment. During the year, Company has not received any complaint of sexual harassment.

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

33) CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Company has implemented Code of Conduct for all its Executive Directors and Senior Management Personnel, Non-Executive Non-Independent Directors and

Independent Directors, who have affirmed compliance thereto.

The said Codes of Conduct have been posted on the website of the Company. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this

Annual Report forms part of the Boards Report. A certificate the Practising Company Secretary of the Company certifying the compliance of conditions of Corporate Governance is also annexed hereto.

34) VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

35) DEPOSITS / LOANS FROM DIRECTORS

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

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

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

37) SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Companys operations in future.

38) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

39) INDUSTRIAL RELATIONS

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

Harmonious Industrial Relations has always been a key strength of our organization. Open Communication Policy has given a voice to every single employee to express up to the level of Top Management.

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

40) NODAL OFFICER

The Company has appointed Mr. Awaneesh Srivastava,

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

41) THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING

PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

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

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

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

43) ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors
Dr. S. B. GARWARE
Chairman & Managing Director
DIN: 00943822
Place: Mumbai
Date: May 26, 2023