DIRECTORS' REPORT FOR NINE MONTHS ENDED 31.03.2015 1. OPERATIONS: During the period 1st July, 2014 to 31st March, 2015, Company's main source of revenue was from its repair activities. 2. DIVIDEND: In view of the loss incurred by the Company, the Board of Directors have not recommended any dividend for the period 1st July, 2014 to 31st March, 2015. 3. FUTURE OUTLOOK: With global depression in Shipping and the Offshore Sector, owners are less inclined to spend extensively on repair of their Vessel. Therefore, unless the condition of the Shipping Industry improves in general, the Company repair activities could face challenging times ahead. 4. EXTRACTS OF THE ANNUAL RETURN : The Extracts of the Annual Return as prescribed in Form No.MGT 9 is enclosed as Annexure A. 5. RESPONSIBILITY STATEMENT: The Directors confirm: a) That 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 the Directors' Report) have been made from the same. b) That they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of nine months and the Loss of the Company for that nine months ended as on 31.03.2015. c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 2013, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) That they have prepared the Annual Accounts on a going concern basis. e) That the Directors have laid down internal financial controls to be followed and that such financial controls are adequate and were operating effectively. f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 6. NUMBER OF BOARD MEETINGS: During the period 1st July, 2014 to 31st March, 2015 under review, 3 Board Meetings were held as detailed below : (i) 30th August, 2014 (ii) 05th November, 2014 (iii) 30th January, 2015. 7. DIRECTORS: Mrs. Shefali S. Bajaj, Director of the Company is liable to retire by rotation and being eligible, offers herself for re-appointment. 8. INDEPENDENT DIRECTORS DECLARATION: The Independent Directors of the Company viz. Dr. B.M. Saraiya, Mr. V.V. Desai and Mr. Rajiv Khanna have given a declaration that they meet the criteria of the independence as provided in Section 149(6) of the Companies Act, 2013 Details of familarisation programme conducted during the period (1st July, 2014 to 31st March, 2015) is available at Company's website. 9. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION: During the year under review the Independent Directors reviewed the performance of the Ex-Chairman - Mr. Ashok Garware (resigned w.e.f. 30.08.14), present Chairman -Mr. Aditya Garware (appointed w.e.f. 30.08.14) and Executive Director - Mr. S.V. Atre. They concluded that both the Chairmen viz. Mr. Ashok Garware & Mr. Aditiya Garware have taken decisions in bonafide interest of the Company and no decision was against the interest of the Company and its Shareholders. They further concluded that the Executive Director had played an extremely vital role in handling / settling the labour related matters with reference to closure of Ahmednagar factory and various matters arising out of it. He also continued to guide the repair squad in executing ship repair jobs. 10. LISTING FEES TO STOCK EXCHANGES: The Company has paid the Listing Fees for the period 1st April, 2015 to 31st March, 2016 to Bombay Stock Exchange Limited where the Shares of the Company are listed. 11. FIXED DEPOSITS: During the period under review, no deposits were accepted under Chapter V of Companies Act, 2013 and hence the details relating to deposits and details which are not in compliance under Chapter V of the Act are "Not Applicable." 12. AUDITORS & AUDITORS' REPORT: You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fix their remuneration. The Company has obtained a Certificate from Auditors certifying that their re-appointment, if made at the ensuing Annual General Meeting shall be within the limits prescribed under Section 139 of the Companies Act, 2013, certifying that they are eligible for taking up the appointment. With regard to Auditors' Report and their comments regarding non-provision for diminution in the value of shares and amount recoverable from Garware Nylons Ltd, the same has been clarified in note no. 22(6) to the notes to the accounts. 13. CORPORATE SOCIAL RESPONSIBILITY (CSR): In view of the loss during the period under review as also the loss for the previous year, the Company was not required to make any contribution towards CSR and thus the required details are "Not Applicable". 14. SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS : Save and except an Order passed by the Hon'ble High Court dated 15.12.2014 in respect of the application filed by the Company in the High Court of Judicature at Bombay to seek validation of transfer of 14,99,988 Equity Shares of Global Offshore Services Limited, wherein the Company was directed to maintain "status quo" in respect of the said shares, there was no significant and material order passed by Regulators or Courts or Tribunals impacting the future operational or the "going concern" status of the Company. 15. INTERNAL FINANCIAL CONTROL: In the opinion of the Board of Directors, there is adequate Internal Financial Control with respect to the preparation and presentation of the financial statements which forms part of the Annual Report. 16. DETAILS OF LOANS GRANTED / INVESTMENTS MADE / GUARANTEES GIVEN U/S 186 OF COMPANIES ACT, 2013: During the period under review (1st July, 2014 to 31st March, 2015) the Company has not granted any loan, not made any investment and not given any guarantee u/s 186 of the Companies Act, 2013 and thus the required details are "Not Applicable". 17. PERSONNEL: The relations with Employees continue to be cordial. Your Directors wish to express their appreciation of the services rendered by the devoted Employees. 18. DETAILS OF DIRECTOR & KEY MANAGERIAL PERSONNEL: During the period under review (1st July, 2014 to 31st March, 2015), Mrs. Shefali S. Bajaj was appointed as Director of the Company w.e.f. 5th November, 2014. During the period under review (1st July, 2014 to 31st March, 2015) under review, Mrs. Pooja Nambiar resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 30.08.2014 and Mrs. Nirmala Agarwal appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1st December, 2014. 19. DETAILS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES PURSUANT TO SECTION 188(1) OF COMPANIES ACT, 2013: The required information is enclosed in Annexure B. The Policy on dealing with related party transactions and materiality of related party transactions as approved by the Board may be accessed on the Company's website. 20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary) are covered under the policy. The number of sexual harassment complaint/s received and disposed off during the year was Nil. 21. DEMATERILISATION OF SHARES : The Company's Shares continue to be traded in Electronic form. As per Securities Exchange Board of India (SEBI) requirement, 100% of the Shares held by the promoters / persons acting in concert are in Electronic form. 22. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis Report and Corporate Governance Report along with the Auditors Statement of its compliance are given in a separate Annexure. 23. STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK POLICY : Risk Management is a key aspect of the "Corporate Governance Principles and Code of Conduct" which aims to improve the governance practices across all Company activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in both internal and external environments in an attempt to capitalize on opportunities and limit negative impacts. The risk management policy of the Company identifies, evaluates, monitors and minimizes identifiable risks. 24. SECRETARIAL AUDITOR: The Board has appointed Mr. Rajkumar Tiwari, Practicing Company Secretary, to conduct Secretarial Audit for the period 1st July, 2014 to 31st March, 2015. The Secretarial audit report for nine months ended 31st March, 2015 is annexed herewith as Annexure C. to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 25. DISCLOSURE: (i) CSR COMMITTEE : The CSR Committee comprises of Mr. Aditya Garware as Chairman, Dr. B.M. Saraiya and Mr. Rajiv Khanna as other Members. CSR Policy may be accessed on the Company's website www.garwaremarine.com (ii) AUDIT COMMITTEE : The Audit Committee comprises of 3 Non-Executive Directors namely Dr. B.M. Saraiya, Chairman, Mr. Aditya Garware and Mr. V.V. Desai as the Members. All the recommendations made by the Audit Committee were accepted by the Board. (iii) VIGIL MECHANISM: The Company has in place a Vigil Mechanism / Whistle Blower Policy, in terms of Companies Act, 2013 and Listing Agreement. Protected Disclosure can be made by a Whistle Blower to Whistle Blower Officer or to the Chairman of Audit Committee in the manner as prescribed in the Whistle Blower Policy. The Policy on Vigil Mechanism / Whistle Blower Policy may be accessed on Company's website www. garwaremarine.com 26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Statement regarding Conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgo as required under Clause (m) of Sub-Section(3) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014 is annexed herewith as Annexure D. However in view of suspension of all manufacturing activities, the same is not applicable. 28. DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES: The information required under Section 197 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 - E. As per provisions of Section 136(1) of the said Act, these particulars will be made available to a shareholder on request. 29. SUBSIDIARY / WHOLLY OWNED SUBSIDIARY (WOS): The Company does not have a subsidiary. During the period under review there was no Company which became or ceased to be subsidiary / joint venture or Associate Company. 30. ACKNOWLEDGEMENT: The Board wishes to record the dynamic role of the Officers of the Company. On Behalf of the Board ADITYA A. GARWARE Chairman Date : 28th May, 2015 Place: Mumbai |