FOR THE YEAR ENDED MARCH 31, 2024
To the Members,
The Directors present the 67th Annual Report of Garware Hi-Tech Films
Limited (the Company or GHFL) along with the Audited Financial Statement for the year
ended March 31, 2024.
1) FINANCIAL RESULTS
( in Crore)
Particulars |
Standalone |
Consolidated |
Financial Year |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Operating Profit before interest &
Depreciation |
288.19 |
242.64 |
321.05 |
269.35 |
Less: Finance Cost |
(10.10) |
(15.31) |
(11.78) |
(16.99) |
Depreciation |
(38.16) |
(31.69) |
(39.02) |
(32.41) |
Profit before tax |
239.93 |
195.64 |
270.25 |
219.95 |
Provision for Income Tax |
59.00 |
48.04 |
66.96 |
53.81 |
Profit After Tax |
180.93 |
147.60 |
203.29 |
166.14 |
Other Comprehensive income (Net of Tax) |
7.51 |
1.14 |
8.92 |
2.03 |
Total Comprehensive Income |
188.44 |
148.74 |
212.21 |
168.17 |
Opening balance in Retained Earnings |
826.51 |
702.86 |
866.66 |
724.46 |
Closing Balance in Retained Earnings |
982.04 |
826.51 |
1,044.55 |
866.66 |
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, 2024 on
paid-up share capital of the Company.
The Dividend is subject to the approval of the Members at the 67th
Annual General Meeting. The dividend of 10/- per equity share of 10/- each will amount
to 23.23 Crore.
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. Accordingly, the Company shall 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 Company's website at https://www.garwarehitechfilms.com/
investor/policies-of-company/.
3) TRANSFER TO RESERVES
The Company does not propose to transfer any amount to General
Reserve.
4) COMPANY'S PERFORMANCE
( in Crore)
Particulars |
Standalone |
|
Consolidated |
|
Financial Year |
2023-24 |
2022-23 |
Change |
2023-24 |
2022-23 |
Change |
Revenue from Operation |
1581.65 |
1,311.24 |
21% |
1677.02 |
1,438.01 |
17% |
Earnings before interest, tax, depreciation,
and amortization (EBITDA) |
288.19 |
242.64 |
19% |
321.05 |
269.35 |
19% |
Profit After Tax (PAT) |
180.93 |
147.60 |
23% |
203.29 |
166.14 |
22% |
Total Comprehensive Income |
188.44 |
148.74 |
27% |
212.21 |
168.17 |
26% |
Earnings per equity shares of 10 each |
77.88 |
63.53 |
23% |
87.50 |
71.51 |
22% |
5) STATE OF COMPANY'S AFFAIRS AND BUSINESS REVIEW
The details of the Company's 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 of March 31, 2024 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 period from the end of the financial year on
March 31, 2024 to the date of this Report. There has been no change in the nature of
business of the Company.
8) OPERATIONS
The Company's Standalone Profit before tax increased by 23 % on
account of higher sales volume of PPF and Sun control Film along with reduction in finance
cost on account of prepayment of Term loans.
9) FUTURE OUTLOOK
The Company is continuously improving its position in Domestic
market as well as in International market. Strong R&D and Launch of New products along
with increased Sales and Marketing effort is paying its return. Products like Rooftop
series, Spectrally Selective Films external and internal for Architectural use. Newly
launched Titanium, Matt, Black and White Paint Protection Films help in continuous growth
in PPF business.
10) RESEARCH & DEVELOPMENT
Company's R&D Centre is accredited by the Department of
Scientific and Industrial Research, Ministry of Science and Technology, Government of
India for decades. The 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.
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 has progressed in implementing the digital
transformation initiatives through SAP, IOT & application-based platforms i.e.,
Improving Compliance tools, Automation of MIS reports, addressing the Audit reports,
remote tracking of Power consumption etc.,
The Company has implemented Digitization initiatives at
Production area i.e., scanning based inventory tracking, Generating the
Barcode labels, under development& progressing on the logistics scanning process at
the time goods picking & Loading.
The Company has initiated the Process of TUV Certification
Audits for ISMS: ISO 27001 which is under progress.
The Company has initiated the process of enhancing the Backup systems
& strengthening the strategies on Cybersecurity space.
The Company initiated the development of Sales & marketing
Dashboards leveraging the technology of Microsoft Power BI under
progress.
The Company is in the process of exploring the new Initiatives from the
business side to enhance the technology towards Digitalization perspective i.e., DMS
Solutions (Document Management System), SAP CRM, Digitizing the Gate
Entry Process, Intranet solutions for the internal employee
communications.
The Company has implemented Digitization of Visiting Cards for the
sales & marketing for easy identification of Customer Visiting cards.
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
managing the Guest house feedback.
The Company has implemented the PPF Application studio business process
in the SAP system.
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 migrated the old PF system FoxPro based application to
Cloud based solutions-Auto sends the PF monthly statement through SMS.
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 required premises.
12) AWARDS AND RECOGNITIONS
During the year, the Company won the "CII Technology Conclave
& Innovation Awards 2023", New Delhi in the month of December 2023.
13) HUMAN RESOURCE DEVELOPMENT
Our Company's Human resource team is well aligned with
Company's 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, Company's 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 1013 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. At GHFL, we prioritize
the well-being of our employees. Throughout the year, we've implemented initiatives
to support their physical, mental, and emotional health. This includes expanded mental
health support, flexible work arrangements, onsite wellness programs, and financial
wellness resources. Our goal is to create a supportive work environment where employees
can thrive both personally and professionally.
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.
Making a positive impact goes beyond our business goals. At GHFL, we
are committed to giving back to our communities. Throughout the year, GHFL family has
actively contributed towards this noble cause by enabling development in key areas of our
society, contributed to charitable causes, and championed sustainability initiatives.
These efforts reflect our dedication to being responsible corporate citizens and
contributing to the greater good.
This is reflected in our Retention Rate of 96.2% with Voluntary
Attrition Rate of 3.8% 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 helped Company to establish its
capacity with appropriate quality and improved reliability.
15) SUBSIDIARY COMPANIES
The Company has two subsidiaries as on March 31, 2024.
1. Garware Hi-Tech Films International Limited
2. Global Hi-Tech 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 Company's 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. We are committed to provide safety
and healthy work place for all inside the factory. We have been helping the neighborhood
with our HSE expertise every now and then. This has been well recognized by the local and
government authorities.
Some of the prominent regular activities includeSafety 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 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. 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 1600 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. New
equipment and upgrade of effluent treatment facility has helped us in improving our
environment management standards. We have recently created facilities for water
conservation and created a farm pond inside the plant for conserving rain water up to 5000
cubic meter. 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 fires in the local vicinity where the
manufacturing plants are situated as 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 that:
a) In the preparation of the annual accounts for the year ended March
31, 2024, the applicable Indian Accounting Standards have been followed and there are no
material departures from the same.
b) They have selected such accounting policies and applied 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, 2024 and of the profit of
the Company for the year ended on that date;
c) They have taken 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) They have prepared the annual accounts on a going
concern' basis;
e) They have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively
and
f) They have 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:
During the financial year, Mr. Uday V. Joshi (DIN: 09753984), Whole
Time Director of the Company, ceased from his directorship in the Company with effect from
October 17, 2023. Mr. Joshi was a member of the Stakeholders Relationship Committee,
Corporate Social Responsibility Committee and Vigil Mechanism Committee of the Board,
consequent to his retirement he also ceased to be a member of these Committees.
Upon the recommendation of the Nomination and Remuneration Committee,
the Board of Directors of the Company in its meeting held on May 26, 2023 for
re-appointment of Mr. Vivekanand Heroor Kamath (DIN:07260441), as an Independent Director
for a Second Term of 5 (Five) consecutive 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 re-appointment of Mr. Vivekanand Heroor Kamath
(DIN:07260441) as an Independent Director of the Company for a Second Term of 5 (Five)
consecutive years. Upon the recommendation of the Nomination and Remuneration Committee,
the Board of Directors of the Company in its meeting held on August 11, 2023 approved the
appointment of Mr. Mohan Sitaram Adsul (DIN: 09753984) with effect from August 11, 2023 as
an Additional Director and Whole-Time 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 passed a special resolution in the Annual General Meeting and approved the
appointment of Mr. Mohan Sitaram Adsul (DIN: 09753984) as Whole-Time Director of the
Company for a period of 3 (Three) years.
B. Appointment and Cessation of Independent Directors:
Mr. Tushar M. Parikh (DIN: 00049287), Dr. Mahesh C. Agarwal
(DIN: 02595878) and Mr. Ramesh P. Makhija (DIN: 00209869) have completed their second term
as Independent Director(s) of the Company and consequently ceased as Director(s) of the
Company from the closure of business hours on March 31, 2024.
Mr. Manoj K. Sonawala (DIN: 00235168), Mr. Deepak N. Chawla (DIN:
10497108) and Dr. Nayan J. Rawal (DIN: 00184945), were appointed as Additional Director(s)
in the category of Non-Executive and Independent Director(s) of the Company for first term
of 5 (five) consecutive years, with effect from April 01, 2024 to March 31, 2029 by the
Board of Directors of the Company and subsequently, the members of the Company has
approved and regularised their appointment as Director(s) in the category of Non-Executive
and Independent Director(s) of the Company through postal Ballot process completed on May
07, 2024.
The composition of the Board of Directors and its committees, is in
accordance with provisions of the companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015.
C. Retirement by Rotation:
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mrs. Sarita Garware Ramsay 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 67th Annual General Meeting of the Company.
D. 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.
Shri S. B. Garware - Chairman & Managing Director, Ms. Monika
Garware Vice Chairperson & Jt. Managing Director, Mrs. Sarita Garware Ramsay -
Joint Managing Director, Mr. Mohan Sitaram Adsul-Whole Time 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.
F. 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 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
2023-24 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 Board's 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 8, 2024
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 Company's 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 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 organisation's 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 observations and corrective actions 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, CSR 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 re-appointed M/s. Manubhai & Shah
LLP (Firm Registration No. 106041W/W100136), Chartered Accountants, as the Statutory
Auditors of the Company for a period of 5 years, accordingly, the said Statutory Auditors
is retiring at the conclusion of the 67th *Inserted post appointment and recommendation by
the Board.
Annual General Meeting ("AGM").
*Therefore, the Board of Directors of the Company has approved and
recommended to the shareholders for the appointment of M/s V. Sankar Aiyar & Co.,
Chartered Accountants (Firm Registration No. 109208W) as the Statutory Auditors of the
Company for a term of five (5) consecutive years effective from the conclusion of ensuing
67th AGM till the conclusion of the 72nd AGM to be held in the year 2029. M/s V. Sankar
Aiyar & Co., Chartered Accountants (Firm Registration No. 109208W) has consented to
the said appointment and confirmed that their appointment, if made, would be in accordance
with the provisions of Section 139 of the Act and that they are not disqualified within
the meaning of Section 139 and 141 of the Act read with rules made thereunder and would be
in conformity with the limits specified in the said Section.
Further, the members of the Company have re-appointed M/s. Kirtane
& Pandit LLP (Firm Registration No. 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 Auditor's Report on the Standalone
and Consolidated Financial Statements of the Company for the Financial Year 2023-24 as
submitted by the Statutory Auditors of the Company did not contain any qualifications,
reservation, adverse remarks or disclaimer. The Notes on the 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. B. R. Chandak & Co., Cost Accountants (Firm Registration No.
100380)., Cost Accountants, Chhatrapati Sambhajinagar (Aurangabad) was appointed as cost
auditors to audit the cost accounts of the Company for financial year 2023-24.
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, 2024 from M/s. Manish Ghia
& Associates, Company Secretaries, Practicing Company Secretaries, Mumbai and it is
annexed as "Annexure IV" to this Report.
During the financial year 2023-24 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 2023-24, 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 Israel
Hamas 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 Company's 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) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
28) RELATED 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 arm's
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. There were
no material significant transactions with related parties during the financial year
2023-24 which were in conflict with the interest of the Company. The Directors would like
to draw the 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 2023-24 was 368.00 Lakh (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) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the year, 3 Directors & 2 Employee were in receipt of
remuneration of 1.02 Crore per annum or more amounting to 1,883.51 Lakhs out of which
two directors were relative(s) of Shri S. B. Garware Chairman & Managing Director of
the Company. During the year, the Company had 885 (Previous Year 852) 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, 2024 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:
Number of complaints filed during the
financial year |
Nil |
Number of complaints disposed of during the
financial year |
Nil |
Number of complaints pending as on end of the
financial year |
Nil |
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 Board's Report. A
certificate from 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 Company's website at the www.garwarehitechfilms.com.
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 / material orders were
passed by the regulators or the Courts or the Tribunals impacting the going concern status
and the Company's 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 Company 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 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, Company's 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 29, 2024 |