TO
The Members,
Garware Marine Industries Limited
We present our report on the business and operations of
the Company for the year ended 31 st March, 2023.
Financial Summary: In preparation of the financial statements, the Company has adopted
Indian Accounting Standards (IND AS) referred to in Section 133 of the Act. The
significant accounting policies which are consistently applied are set out in the notes to
the financial statements.
Particulars |
Current Year 31/03/2023 (Amt. in Rs.) |
Current Year 31/03/2022 (Amt. in Rs.) |
Revenue from operations (Including other income) |
122.53 |
158 92 |
Less: Expenses |
110.92 |
157.35 |
Profit before Exceptional Items and Tax |
11.61 |
1.57 |
Add: Exceptional Item |
- |
- |
Profit before Tax |
11.61 |
1.57 |
Less: Tax Expenses Current Tax/ MAT |
2.10 |
0.41 |
MAT Credit entitlement |
(2.07) |
(0.26) |
Deferred tax/ charges |
|
|
Prior Period Tax |
- |
- |
Profit from contin uin g operations after tax |
11.58 |
1.42 |
Loss from discontinued operations |
- |
- |
Tax on discontinued items |
- |
- |
Loss from discontinued items after loss |
- |
- |
Profit / Loss for the year |
11.58 |
1.42 |
Other comprehensive income for the year |
(339.85) |
542 23 |
Total comprehensive income for the year |
(327.72) |
544.18 |
Financial Highlights
Revenue from operations (including other income) for the year ended 31 st March, 2023
stood at Rs. 122.53 lakhs as against Rs. 158.92 lakhs for the previous year ended 31 st
March, 2022 (a decrease
of 29.70%).
While revenue declined, Profit for the year ended 31st March, 2023 increased to Rs.
11.58 lakhs as against a profit of Rs. 1.42 lakhs for the previous year in view of a
substantial reduction in expenses.
Total Comprehensive Income, as a result of a decrease in market price of listed
investments, stood at a loss of Rs.327.72 Lakhs as against a profit of Rs. 544.18 Lakhs in
the previous year.
No material changes/commitments have occurred after the financial year ending till date
of this report, which affected the financial position of the Company.
Operations
During the year under review the Companys revenue was generated from vessel repairs.
Future Outlook
While, during the current year, Revenue from operations declined, profit rose as a
result of a decrease in costs.
In the short term the Company will face challenges since the Companys main customer
has reduced the strength of its fleet from 6 to 2 Vessels. As a result, the scope to cany
our repairs has also reduced. The Company will strive to widen its customer base as well.
On a the medium to long term horizon, the Company hopes that it is successful in
widening its Customer base so that it can generate sufficient revenue defray all costs and
earn a healthy profit.
Dividend
In view of insufficient profits, your Directors have not recommended any dividend for
the financial year ended 31 st March, 2023.
Subsidiary/Wholly Owned Subsidiary
The Company does not have any Subsidiary or Wholly-owned Subsidiary.
Loans, Guarantees or Investments
During the year under review, the Company has not granted any loan, not made any
investment nor has it given any guarantee u/s 186 of Companies Act, 2013 and thus required
details are not applicable.
Deposits
No Deposits covered under Chapter V of the Companies Act, 2013 were invited by the
Company from public during the year under review.
The Directors
The following persons make up the Board of Directors of the Company:
Name of Director |
Designation |
1 Mr. Aditya A. Garware (DIN: 00019816) |
Chairman, NonExecutive Director |
2 Mrs. Shefali S. Bajaj (DIN: 00149511) |
Non-Executive Director |
3 Mr. Rajiv S. Khanna (DIN: 02855080) |
Independent Director |
4 Mr. Sanjay V. Chinai (DIN 00245418) |
Independent Director |
5 Mr. Vikas D. Sadarangani (DIN:07657018) |
Independent Director |
6 Mr. Shyamsunder V. Atre (DIN: 01893024) |
Executive Director |
In accordance with the Provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Shefali S. Bajaj (DIN: 00149511),
Non-Executive Director retires by rotation at the forthcoming Annual General Meeting of
the Company and being eligible offers herself for re-appointment. The Board of Directors
recommends her re-appointment for the consideration of the Members of the Company at the
ensuing Annual General Meeting of the Company.
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Number of Meetings of the Board
During the year under review, 4 Board Meetings were duly convened and held on 26"
May, 2022, 08* August, 2022, 09* November, 2022, and 10* February, 2023. The details of
the said Board Meetings form part of the Corporate Governance Report.
Committees of the Board
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition and relevant details are
provided in the Corporate Governance Report
Board Evaluation
Pursuant to Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, for the purpose of the evaluation of the
Board, a structured customized questionnaire was prepared after taking into consideration
the various aspects of the Boards functioning, composition of the Board and its
Committees, performance of duties, obligations and governance. The performance evaluation
of the Chairman, Non-independent Directors and Independent Directors was earned out by all
the Directors and the outcome of the same was satisfactory.
Familiarization Program for Independent Directors
From time to time, all the Independent Directors are informed about the status of
business of the Company as well as their responsibilities and commitments.
Key Managerial Personnel
The following are the Key Managerial Personnel of the Company:
Mr. Shyamsunder V. Atre |
Executive Director |
Ms. Pallavi P. Shedge |
Company Secretary |
Mrs. Vipulata S. Tandel |
Chief Financial Officer |
Audit Committee
Pursuant to the Provision of Section 177(8) of the Companies Act, 2013, the Audit
Committee has 3 members including 2 Independent Directors as folbws:
Name of the Director & Category |
Chairman / Member |
1 Mr. Sanjay V. Chinai Independent Director |
Chairman |
2 Mr. Aditya A. Garware Non-Executive Director |
Member |
3 Mr. Vikas D. Sadarangani Independent Director |
Member |
There were no instances where the Board had not accepted any recommendation of the
Audit Committee.
Nomination and remuneration Committee
Pursuant to Section 178 of the Companies Act, 2013, the Board has set up a Nominatbn
& Remuneration
Committee and the details of the Committee are enumerated under Corporate Governance
Report Annexed to this Report.
Stakeholders Relationship Committee
Pursuant to Section 178 of the Companies Act, 2013, the Board has set up a Stakeholders
Relationship Committee and the details of the Committee are enumerated under Corporate
Governance Report Annexed to this Report.
Policy on Appointment and Remuneration
The Board of Directors has framed a Policy which lays down a framework for remuneratbn
to be paid to the Directors, Key Managerial Personnel and Senior Management of the
Company. This Policy also lays down the criteria for selection and appointment of Board
Members. The details of the Policy are available on the Companys website www.
garwaremarine.com.
Directors Responsibility Statement
In accordance with the provisions of Section 134(3) of the Companies Act, 2013 and
based on the information provided by the management, your Directors state that:
(a) In the preparation of the Annual Accounts, the applicable accounting standards have
been followed and that no material departures (save and except as stated in this
Directors Report, if at all) have been made from the same;
(b) They have selected such Accounting Policies and
applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the State of Affairs of the Company at the
end of the financial year and of the profit of the Company for the year ended on that
date;
(c) That they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) They have prepared the Annual Accounts on a going concern basis;
(e) They have laid down internal financial controls to be folbwed and that such
financial controls are adequate and were operating effectively;
(f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and are operating effectively.
Statutory Auditors and their Report
As per Section 139 of the Act, read with rules made thereunder, as amended, Messrs. D.
Kothary & Co., Chartered Accountants (Firm Registration No. 105335W), was re appointed
as the Statutory Auditors of the Company for the perbd of 5 years (second term), in the
previous years 44" AGM dated 27" September, 2022, till the conclusion of
49" Annual General Meeting.
The Notes to the financial statements referred in the Auditors Report are
self-explanatory. The Auditors Report is enclosed with the financial statements forming
part of this Annual Report. There are no Qualifications in the Auditors Report.
Registered Office
The Registered Office was shifted from 102, Buildarch Wisteria, Ram Maruti Road, Dadar
(West), Mumbai 400028 to 03rd Fbor, Prospect Chambers, D. N. Road, Fort, Mumbai
400001 from 01* August, 2023.
Annual Return
Acopy of Annual Return as provided under Section (3) of Section 92 of the Companies
Act, 2013 (‘the Act") on the prescribed form is hosted on the Companys website
www.garwaremarine.com/investor.
Personnel
The Board appreciates the support and co-operation of all the empbyees of the Company,
with special mention to be made of the Flying Squad who are responsible for the repair of
Vessels.
Internal Financial Control
The Company has adequate internal financial control with respect to the preparation and
presentation ofthe financial statements. There is no material change(s) and comment(s)
affecting the financial positbn of the Company which has occurred between the end ofthe
Financial Year ofthe Company to which the financial statements relate and the date ofthe
Report.
Significant & Material Order by any Court Suit No. 01
As a background, the Company had filed an application for setting aside the Ex parte
Decree dated 15.06.2012 passed by the Flonble High Court of Madras in the matter of
Integrated Finance Company Limited (IFCL). The Flonble Court was pleased to set aside the
Exparte Decree by an Order dated 04.04.2017 upon condition of deposit of Rs 30 lakh with
the Court, which the Company has complied with. The Company has thereafter filed its
written
statement and also filed an application for dismissal of the suit filed by IFCL on the
grounds of limitation and also whether the Suit could be considered as a "Commercial
Suit".
Prior to deciding on the issue of limitation, the Honble High Court of Madras declined
to entertain the disputes between the parties as a "Commercial Suit" as
originally argued by IFCL and passed the order in favour of the Company. Thereafter, IFCL
preferred an appeal against the same order in the Appellate Bench of the Honble High
Court of Madras where they lost once again. IFCL has since filed an appeal with the
Honble Supreme Court. On 07m August, 2023 the Hon. Supreme Court has passed an
order stating, the suit is a "Commercial Suit" and will be transferred to
Commercial Court, High Court, Madras at Chennai.
Suit No.02
The Company has also filed a suit for an amount of Rs. 1.93/- cr. together with
interest @ 18% against Integrated Finance Company Limited (IFCL) for loss of profit.
The order passed by the Appellate Bench of High Court of Madras in their judgement
against the appeal filed by IFCL (as stated above in the second para of Suit No. 01)
further stated that since the matter mentioned in Suit No. 02 (the Suit filed by the
Company) is interconnected with Suit No. 01 (the Suit filed by IFCL), the suits should by
heard jointly, as "civil suits".
Risks and area of concern
Adequate measures have been taken to protect the Company from any potential risks which
may affect the existence of the Company and the Board of Directors continuously strives to
take utmost care to ensure preservation of interest of all its stakeholders.
Corporate Governance and Management Discussion and Analysis Report
The Corporate Governance Report and Management Discussion and Analysis Report along
with the Auditors Statement of its compliances are given separately.
Related Party Transactions
The information for related party transactions as required under Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 is enclosed as Annexure A to this Report.
The Policy on Related Party Transactions is available on the Companys website
www.garwaremarine.com.
Vide Amendment dated 22nd November, 2021, in its previous Notification dated November
9, 2021, Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015 (LODR Regulations), in the case of Related Party Transaction of the
Company being "Material Related Party Transaction", the members approval was
taken through Special Resolution in the Companys 44* AGM dated 22* September, 2022. In
this regard, the transaction considered to be material, if the transaction(s) to be
entered into individually or taken together with the previous transactions during the
financial year, exceeds Rupees One Thousand Crore or 10% of the annual consolidated
turnover of the listed entity as per the last audited financial statements of the listed
entity whichever is lower.
Secretarial Audit
Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and the Rules made
thereunder, Mr. Rajkumar R. Tiwari, Practicing Company Secretary (CP No. 2400) has been
re-appointed as Secretarial Auditor to conduct Secretarial Audit for the Financial Year
2022-23. The Secretarial Audit Report for the year ended 31st March, 2023 is enclosed as
Annexure B to this Report. There are no qualifications in the said report.
During the year under review the Company has complied with the provisions of the
Companies Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
In view of the total shut down of all manufacturing activities, Statement pursuant to
provisions of Section 134(3)(m) of the Companies Act, 2013 and Companies (Accounts) Rules,
2014 for Conservation of Energy, Technology absorption and Foreign Exchange Earnings and
outgo is not applicable.
Human Resources
The relations with employees continue to be cordial. Your Directors wish to express
their appreciation of the services rendered by the devoted employees.
Details of Salary of Employees
The information required under Section 197 of the Companies Act, 2013 read with Rule 5
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect
of employees of the Company and Directors is furnished in Annexure C
Vigil Mechanism
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has
formulated its Vigil Mechanism, under the Whistle Blower Policy, for its Directors and
employees to report genuine concerns. The Whistle Blower Policy of the Company is
disclosed on the website of the Company, www. garwaremarine.com
During the Financial Yearended 31st March, 2023, no complaint has been received by the
Audit Committee from Directors) or employee(s) of the Company.
Corporate Social Responsibility (CSR)
In view of the provisions of Section 135 of the Companies Act, 2013 and the Rules
thereunder, the Company was not required to make any contribution towards CSR and thus the
required details are "Not appicable.
Prevention of Sexual Harassment Policy
The Company has constituted a Committee pursuant to the provisions of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 &
Rules thereunder. This Committee has been set up to redress complaints under sexual
harassment. All employees (permanent, contract and temporary) are covered under the
Policy.
During the year under review no complaint was received by the Committee.
Acknowledgement
Your Directors express their sincere gratitude to all the stakeholders of the Company
who have stood by and supported the Company
|
For and on behalf of Board |
Date: 09/08/2023 |
Aditya A. Garware |
Place: Mumbai |
Chairman |
+91-9892691696
