Garware Synthetics Ltd. — Annual Report 2021

Sep 4, 2021

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Date: 04[th] September, 2021

To, The Corporate Service Department, BSE Limited P.J. Towers, Dalal Street, Mumbai- 400001

GARWARE SYNTHETICS LIMITED

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Scrip Code: 514400

Sub: Submission of Annual Report under Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir / Madam,

Please find enclosed Notice of 52[nd] Annual General Meeting and copy of Annual Report as per Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 for the year ended 31[st] March, 2021 for your records.

Kindly take note of the same and oblige.

For Garware Synthetics Limited,

Sunder Moolya DIN: 02926064 Director

Encl.: Annual Report for the year ended 31[st] March, 2021

GARFLON BRISTLES . GARFLON RODS . GARFLON TUBING . GARFLON FILM . GARFLON FISHING LINE . FARSTARP

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GARWARE SYNTHETICS LIMITED

CIN: L99999MH1969PLC014371

52[ND ]

ANNUAL REPORT 2020- 2021

GARWARE SYNTHETICS LIMITED

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CONTENTS:

Notice	3
Director’s Report	12
Management Discussion & Analysis	35
Whole time Directors’ Certification	38
Certificate from Practicing Company Secretary	39
Auditor’s Report	40
Balance Sheet	49
Profit & Loss Account	50
Cash Flow Statement	51
Schedules to Balance Sheet	54
Schedules to Profit & Loss Account	57
Significant Accounting Policies	62

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CORPORATE INFORMATION

52ND ANNUAL GENERAL MEETING

Day & Date: Tuesday, 28th September, 2021 Time: 9.30 A.M. Venue: Video Conferencing or Other Audio-Visual Means (“VC/ OAVM”)

BOARD OF DIRECTORS:

Mr. Sunder K. Moolya Mr. Santosh Borkar Mr. Kirtikumar B. Doshi Mrs. Shilpa Sagar Parab Mr. Sandip Pawar

Whole Time Director Executive Director Non- Executive Independent Director Non- Executive Independent Woman Director Non- Executive Independent Director

Mr. Dinesh Balu Gurav ( Chief Financial Officer)

Mrs. Vrunda Jaimin Mehta (Resigned w.e.f .18.03.2021) Mrs. Swati Shah (Appointed w.e.f. 31.03.2021) (Company Secretary and Compliance Officer)

STATUTORY AUDITORS:

SECRETRIAL AUDITORS:

Kunal H. Shah and Associates (Chartered Accountants) 103/B, Royal Amber, Mamletdar Wadi, Behind Vibhako Building, Opposite Road No. 1 Malad, West Mumbai – 400064

S.G & Associates (Practicing Company Secretary)

203, Second Floor, Mehek Plaza, Above Mehsana Co-op Maharashtra Nagar, Borivali West, Mumbai- 400092

REGISTRARS AND SHARE

REGISTERED OFFICE:

TRANSFER AGENTS:

Universal Capital Securities Private Limited C-101, 247 Park, 1st Floor, LBS Road,. Gandhi Nagar, Vikhroli (West), Mumbai – 400 083

Manish Textiles Industrial Premises, Opposite Golden Chemical, Penkar Pada, Mira Road (East)-401104 Dist - Thane, Maharashtra

BANKERS

Bank of Baroda Indian Overseas Bank ICICI Bank

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NOTICE

Notice is hereby given that the 52[nd] Annual General Meeting of the members of Garware Synthetics Limited will be held on Tuesday, 28[th] September, 2021 at 9.30 a.m. through Video- conference (VC) / Other AudioVisual Means (OAVM) to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2021 and Statement of Profit and Loss for the year ended on that date, together with the Reports of Directors and Auditor's thereon.

2. To appoint a director in place of Mr. Santosh Borkar (DIN: 03134348), who retires by rotation and being eligible, offers himself for re-appointment.

By order of board of directors, Garware Synthetics Limited

Date: 01[st ] September, 2021 Place: Thane

Sd/Registered office: Sunder Kocha Moolya Manish Textiles Industrial Premises (Whole Time Director) Opposite Golden Chemical, Penkar Pada, DIN: 02926064 Mira Road, Thane: 401104 CIN: L99999MH1969PLC014371

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NOTES

NOTES: -

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through through video conferencing (VC) or other audio-visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020, the Company is providing facility of remote e- voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.

3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.

6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020 ~~, T~~ Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote E-Voting facility and e-voting system during the AGM) i.e.www.evotingindia.com.

7. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

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1. In continuation of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

• (i) The voting period begins on 25th September, 2021 at 09.00 AM and ends on 27th September, 2021 at 05.00 PM. During this period Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 21[st] September, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the Shareholders.

In order to increase the efficiency of the voting process, pursuant to a Public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat Account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iv) In terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e- Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi.

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Type of shareholders	Login Method
	2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/Easi Registration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLoginThe system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders holding securities in demat mode with NSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e- Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting

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Type of shareholders

Login Method

Individual Shareholders (holding securities in demat mode) login through their Depository Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e- Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk detail
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.

Company. 4) Next enter the Image Verification as displayed and Click on Login. 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used. 6) Ifyou are a first-time user follow the stepsgiven below:	Company. 4) Next enter the Image Verification as displayed and Click on Login. 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used. 6) Ifyou are a first-time user follow the stepsgiven below:
For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

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(vi) After entering these details appropriately, click on “SUBMIT” tab.

• (v) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vi) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (vii) Click on the EVSN for the relevant Prime Property Development Corporation Limited on which you choose to vote.

• (viii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (ix) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (x) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xiv) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

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• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; garware.synthetic@gmail.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• Since the AGM will be held through VC/OAVM, the Route Map is not annexed to this Notice.

INSTRUCTIONS FOR SHAREHOLDERSATTENDING THE AGM THROUGH VC/OAVM & E- VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend Meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/ Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 5 days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number at garware.synthetic@gmail.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 5 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at garware.synthetic@gmail.com. These queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting.

9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

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1. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders- Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 02223058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43

By order of board of directors, Garware Synthetics Limited

Date: 1[st] September, 2021 Place: Thane

Registered office:

Manish Textiles Industrial Premises Opposite Golden Chemical, Penkar Pada, Mira Road, Thane: 401104 CIN: L99999MH1969PLC014371

Sd/Sunder Kocha Moolya (Whole Time Director) DIN: 02926064

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- Details of Director seeking Appointment and Re appointment at the forthcoming Annual General

Meeting:

(Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial Standard on General Meeting (SS-2), issued by The Institute of Company Secretaries of India)

Particulars	Mr. Santosh Bhalchandra Borkar
Date of Birth	14/10/1968
Date of appointment	05/06/2009
Qualification	Graduate
Directorshipheld in otherpublic companies	Nil
Membership/chairmanshipof otherpublic companies	Nil
Number of shares held in the company	200 shares

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DIRECTOR’S REPORT

To The Members, Garware Synthetics Limited

Your directors have pleasure in presenting their 52[nd] Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2021.

FINANCIAL RESULTS:

FINANCIAL RESULTS:
		(Amount in Rs.)
PARTICULARS	2020-2021	2019-2020
Revenue from operation	8,26,59,551	9,11,35,887
Other Income	10,951	34,068
Profit/ (Loss) for the year before providing Depreciation & Financial Charges	8,26,70,502	9,11,69,955
Less: Depreciation	2,14,462	2,59,723
Financial Charges	43,13,212	8,53,972
**Profit/(Loss) Before Exceptional Items and Tax **	60,87,479	18,41,450
Exceptional Items and ExtraordinaryItem	0	0
Profit Before Tax	60,87,479	18,41,450
Current Tax	2,56,560	7,06,310
Shortprovision of Income tax relatingto earlieryears	0	30,590
**Profit After Tax **	58,30,919	11,04,550

BUSINESS REVIEW:

The Company achieved the Revenue from Operations of Rs. 8,26,59,551/- during the financial year ended on 31[st] March, 2021 as against Rs. 9,11,35,887/- achieved during the previous year ended on 31[st] March, 2020.

During the year Company incurred Net Profit of Rs. 58,30,919/- as against Net Profit of Rs. 11,04,550/ during the previous year ended on 31[st] March, 2020.

STATE OF COMPANY AFFAIRS:

The company is taking various initiatives for expanding its business. The Directors are exploring the business avenues in the field Garflon.

DIVIDEND:

With a view to strengthen the financial position of the Company and for the future growth of the Company, your directors did not recommend any dividend to its shareholders.

IMPACT OF COVID-19 PANDEMIC:

Due to ongoing corona pandemic and lockdown in the entire country, situation is still worst due to lockdown in the State. The state is in the second phase of lockdown and COVID- 19 has affected every Business line in the country.

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Your Company witnessed moderate growth in the year under review. However, the second outbreak of Covid-19 pandemic has adverse impact on performance of the company for this year also.

We have a positive outlook on our business.

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to Reserves.

DEPOSITS:

During the year under review, your Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company as per the provisions of Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments made / given by the Company in the year 2020 – 2021 as per section 186 of the Companies Act, 2013 has been disclosed in the note to accounts of Financial Statements.

PARTICULAR OF CONTARCTS OR ARRANGEMENT WITH RELATED PARTY TRANSACTION:

The Particular of contracts and arrangements entered into by the Company with related parties as referred section 188 of companies Act, 2013 and Rules made thereunder, are on arms lengths basis and are mentioned in Annexure-I to Directors report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report and is Annexure-II .

EMPLOYEES RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

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DIRECTORS:

Appointment:

None of the Director has been appointed during the year 2020-2021.

Cessation:

None of the Directors has been ceased from their office during the year 2020 – 2021

Retirement by rotation:

Pursuant to Section 152 and other applicable provision, if any, of the Companies Act, 2013, the article of association of the Company Mr. Santosh Bhalchandra Borkar, Executive Director is liable to retire by rotation at the ensuing AGM.

Being eligible Mr. Santosh Bhalchandra Borkar has offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

None of the Directors are disqualified from being appointed as specified in Section 164 of the Companies Act, 2013 as amended.

- Declaration by an Independent Director(s) and Re Appointment:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with Rules and Regulation 16(1) (b) of SEBI (Listing Obligation and disclosure requirements) Regulation, 2015 with the Stock Exchanges.

Board Evaluation:

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its committees and individual directors including independent Directors covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the LODR, Regulations, 2015 based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made thereunder, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

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NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met in the below mention dates during the year and the gap between two Board meeting did not exceed one Hundred and twenty days but the same has been extended by MCA to conduct the Board meeting not exceeding gap more than 180 days between two Board meetings.

31.07.2020	29.08.2020	14.09.2020	16.10.2020	22.10.2020	11.11.2020
21.01.2021	12.02.2021	31.03.2021

Details of the changes in composition and attendance of Members of the Board during the year 2020-2021 are as follows:

Sr. No.	Name of Director	Designation	Category	No. of Meetings	No. of Meetings
				Held	Attended
1.	Mr. Sunder Moolya	Chairman	Whole time Director	9	9
2.	Mr. Santosh Borkar	Director	Executive Director	9	9
3.	Mr. Kirtikumar Bhailal Doshi	Independent Director	Non- Executive Independent Director	9	9
4.	Mrs. Shilpa Parab	Independent Woman Director	Non- Executive Independent Director	9	9
5.	Mr. Sandip Pawar	Independent Director	Non- Executive Independent Director	9	9

AUDIT COMMITTEE:

The Company has an Independent Audit Committee which has been formed in pursuance of Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Section 177 of the Companies Act, 2013.

The Primary objective of the committee is to monitor and provide effective supervision of the management’s financial reporting process to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting.

Details of the composition and attendance of Members of the Audit Committee during the year 2020-2021 are as follows

Four Audit Committee Meetings were held during the year as below:

31.07.2020 14.09.2020 11.11.2020 12.02.2021

The Following are the members of the Audit Committee:

Sr. No.	Name of Director	Designation	Category	No. of Meetings	No. of Meetings
				Held	Attended
1.	Mr. Sandip Pawar	Chairman	Non- Executive Independent Director	4	4
2.	Mr. Kirti B. Doshi	Member	Non- Executive Independent Director	4	4
3.	Mrs. Shilpa Parab	Member	Non-Executive Independent Woman Director	4	4

There were no changes in composition of Audit committee; it remained the same as last year.

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NOMINATION AND REMUNERATION COMMITTEE:

The purpose of this committee of the Board of Directors (‘the Board’) shall be to discharge the Board’s responsibilities related to nomination and remuneration of the Company’s Directors and Key managerial personnel.

The Committee has the overall responsibility of approving and evaluating the nomination and remuneration plans, policies and programs for Directors and Key managerial personnel.

Details of the composition and attendance of Members of the Nomination and Remuneration committee during the year 2020-2021 are as follows:

One Nomination and Remuneration Committee Meetings were held during the year as below:

31.03.2021

The Following are the members of the Nomination and Remuneration Committee:

Sr. No.	Name of Director	Designation	Category	No. of Meetings	No. of Meetings
				Held	Attended
1.	Mr. Sandip Pawar	Chairman	Non- Executive Independent Director	1	1
2.	Mr. Kirtikumar Bhailal Doshi	Member	Non-Executive Independent Director	1	1
3.	Mrs. Shilpa Parab	Member	Non-Executive Independent Woman Director	1	1

There were no changes in composition of Nomination and Remuneration Committee. it remained the same as last year.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee reviews shareholders complaints and resolution thereof. The Committee expresses satisfaction with the Company’s performance in dealing with investor grievances and its share transfer system.

Details of the composition and attendance of Members of the Stakeholder relationship Committee during the year 2020-2021 are as follows:

Four Stakeholder relationship Committee Meetings were held during the year as below:

31.07.2020 14.09.2020 11.11.2020 12.02.2021

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The Following are the members of the Stakeholder relationship Committee:

Sr. No.	Name of Director	Designation	Category	**No. of **	Meetings
				Held	Attended
1.	Mr. Sandip Pawar	Chairman	Non- Executive Independent Director	4	4
2.	Mr. Kirtikumar Bhailal Doshi	Member	Non- Executive Independent Director	4	4
3.	Mrs. Shilpa Parab	Member	Non-Executive Independent Woman Director	4	4

There were no changes in composition of Stakeholder committee. It remained the same as last year.

INDEPENDENT DIRECTORS:

Independent Directors play an important role in the governance processes of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision-making process at the Board with different points of view and experiences and prevents conflict of interest in the decisionmaking process.

None of the Independent Directors serves as “Independent Directors” in more than seven listed companies. No person has been appointed or continuing as an Alternate Director for an Independent Director of the Company.

Based on the disclosures received from all the Independent Directors and also in the opinion of the Board, the Independent Directors fulfills the conditions specified in SEBI (LODR) Regulations, 2015 and are independent of the management.

During the year under review, the Independent Directors met on 12[th] February, 2021 interalia:

• To review the performance of the Non-Independent Directors (Executive Directors);

• To review the performance of the Board of the Company as a whole;

• To review the performance of Chairman of the Company taking into account the views of Executive Directors on the same;

• To assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

They expressed satisfaction at the robustness of the evaluation process, the Board’s freedom to express views on the business transacted at the Meetings and the openness with which the Management discussed various subject matters on the agenda of meetings.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

1. in preparation of the annual accounts for the financial year ended March 31, 2021 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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1. 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 and loss of the Company for that period;

2. they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

3. they have prepared the accounts for the financial year on a going concern basis and are very much hopeful that the Company’s performance will improve in the forth coming financial years;

4. they have laid down internal financial controls, which are adequate and are operating effectively;

5. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 10,00,00,000 (Rupees Ten Crores Only) divided into Equity share capital of 99,50,000 (Ninety Nine Lakhs Fifty Thousand Only) aggregating to Rs. 9,95,00,000 (Nine Crores Ninety five lakhs only) and 5,000 (Five Thousand) 13.5% Non-Cumulative Redeemable Preference share of Rs. 100 (One Hundred) aggregating to Rs. 5,00,000 (Rupees Five Lakhs Only).

The paid up capital of the Company is Rs. 5,80,89,000 (Rupees Five Crores Eighty Lakhs Eighty Nine Thousand Only) Divided into 58,08,900 (Fifty Eight Lakhs Eight thousand Nine Hundred) Equity Shares of Rs. 10 (Ten) each.

During the year 2020 – 2021 there was no change in Share capital and the Company has not made any issue of equity shares with differential voting Rights, Sweat Equity Shares and Employee Stock Option.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KMP AND PARTICULAR OF EMPLOYEES:

Statement of Disclosure of Remuneration under Section 197 of the Companies Act 2013 and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is as follows:

1. The Ratio of the remuneration of each Director to the median of the employees of the Company for the Financial Year:

Name of the Director	Designation	Ratio of remuneration of each Director / to median remuneration of employees
Mr. Sunder Moolya	Whole time Director	3.00
Mr. Santosh Borkar	Executive Director	2.85

Note: The Independent Directors do not receive any remuneration except sitting fees.

1. During the Financial Year the percentage increase in remuneration of Directors and Key Managerial Personnel is as follows:

Name of the Director	Designation	Percentage (Increase / decrease in the remuneration)
Mr. Sunder Moolya	Whole time Director	-2.37
Mr. Santosh Borkar	Executive Director	-9.60
Mr. Dinesh Gurav	Chief Financial Officer	-10.35
Mrs.Vrunda Mehta	CompanySecretaryand Compliance officer	-14.52

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1. The percentage decrease in the median remuneration of the employees in the financial Year was 16.62%

2. As on 31st March, 2021 there were a total of 63 employees on the roll of the Company.

3. It is affirmed that the remuneration is as per the remuneration policy of the company.

4. None of the employee of the Company was in receipt of the remuneration (throughout the financial year or part thereof) as per Rule 5(2) of the Companies (Appointment of Managerial Personnel) 2014.

WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high-level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

STAUTORY AUDITORS:

M/s. Krunal H. Shah & Associates, Chartered Accountants, has been appointed as Statutory Auditors of the Company for period of 5 years i.e. from conclusion of the 49[th] Annual General Meeting until the conclusion of 54[th] Annual general meeting of the Company.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018 the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. In view of the above, ratification by the Members for continuance of their appointment at this AGM is not being sought. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

STATUTORY AUDIT REPORT:

The Report of the statutory Auditors along with the notes to schedule is enclosed to this report.

The Auditors of the Company have not reported any fraud as specified under second proviso of Section 143 (12) of the Companies Act, 2013.

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SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the company has appointed M/s. S. G. and Associates , Practicing Company Secretaries Mumbai to undertake the Secretarial Audit of the Company for the Financial Year 2020-2021. The Secretarial Audit report i.e. Form MR-3 is “Annexure III” to this report. The secretarial audit report contained following observations and remarks:

The observations made in the Secretarial Audit Report (MR-3) are as follows:

1. We further report that the Company has not appointed Internal Auditor as required under Section 138 of the Companies Act, 2013 and Rules made thereunder.

2. The Public Shareholding of the Company is not held in Dematerialized mode pursuant to notification of SEBI.

The Board’s comment on the observations is as follows:

1. The Company is in process of Appointing Internal Auditor.

2. The Company is regularly sending reminders to the Shareholders for getting their shares in Dematerialized Form.

COST AUDIT:

As per the Rules made by Central Government for the maintenance of cost record under section 148 (1) of the Companies act, 2013, does not apply in respect of company’s business.

ANNUAL RETURN:

Form MGT-7 along with the attachments will be available on the Website of the Company at https://www.garwaresyn.com once its uploaded on MCA site.

The Extract of Annual Return i.e. Form MGT-9 is forming the part of this Annual Report and is “ Annexure IV” to Directors report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

RISK MANAGEMENT POLICY:

The Board has adopted risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to company’s policy, safeguarding of its assets, Prevention detection fraud and error etc.

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DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2020-2021, the Company has received 0 (zero) complaint on sexual harassment.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available

for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year on the operations of the Company, as required under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is provided as “ANNEXURE V” to the Annual Report.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, a Report on Corporate Governance Report is not applicable to the Company as it does not fall under the criteria of Paid-up Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2020-2021 to BSE where the Company’s shares are listed .

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board For Garware Synthetics Limited,

Sd/- Sd/-

Date: 1[st] September, 2021 Place: Thane

Sunder. K. Moolya Santosh Borkar Whole Time Director Director DIN: 02926064 DIN: 03134348

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ANNEXURE – I

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of Section 188 of the Companies Act, 2013 including certain arms length transaction under third provision thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No.	Particulars	Details
a)	Name(s)of the relatedparty& nature of relationship	NA
b)	Nature of contracts/arrangements/transaction	NA
c)	Duration of the contracts/arrangements/transaction	NA
d)	Salient terms of the contracts or arrangements or transaction including the value,if any	NA
e)	Justification for enteringinto such contracts or arrangements or transactions	NA
f)	Date of approval bythe Board	NA
g)	Amountpaid as advances,if any	NA
h)	Date on which the special resolution was passed in General meeting as required under firstprovision to section 188	NA

1. Details of contracts or arrangements or transactions at Arm’s length basis:

	Particular		Duration of Contract / Arrangement / Transaction	Amount	Date on Passing Board Resolution / Special **Resolution **
Name of Related party	Nature of Relation	Name of Transaction
Sunder Moolya	Director	Remuneration	Annual	541420	31.07.2020
Santosh Borkar	Director	Remuneration	Annual	461741	31.07.2020
Garware Finance Corporation Limited	Entity controlled by person having control over reportingentity	Inter Corporate Loan (Payables)	NA	(4933000)	31.07.2020

For and on behalf of the Board For Garware Synthetics Limited,

Date: 1[st] September, 2021 Place: Thane

Sd/Sd/Sunder. K. Moolya Santosh Borkar Whole Time Director Director DIN: 02926064 DIN: 03134348

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ANNEXURE-II TO DIRECTORS’ REPORT

Particulars required under the Companies (Disclosure of particulars in the report of Board of Director(s) Rules), 1988.

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms are as follows:

CONSERVATION OF ENERGY:

Power & Fuel Consumption

Sr. No.	Particulars	Current Year 2020-2021	Previous Year 2019-2020
1	Electricity Units KWH(Lakhs)	6.78	7.72
2	Value in Rs.(Lakhs)	59.29	82.58

Consumption per unit of production

Sr. No.	Particulars	Current Year 2020-2021	Previous Year 2019-2020
1	Costper Unit	21.94	27.15
2	Consumptionper ton of Production	21944	27146

RESEARCH & DEVELOPMENT:

During the year, the Board of Directors has not conducted any Research & Development activity.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

Efforts are being made towards Technology adaption and innovation. The Company at present does not have any formal technical collaboration.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Sr. No.	Particulars	Current Year 2020-2021	Previous Year 2019-2020
1	Foreign Exchange Earning	NIL	NIL
2	Foreign Exchange Outgoings	NIL	NIL

Date: 1[st] September, 2021 Place: Thane

For and on behalf of the Board For Garware Synthetics Limited, Sd/Sunder. K. Moolya Santosh Borkar Whole Time Director Director DIN: 02926064 DIN: 03134348

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Annexure III

Form No. MR-3

Secretarial Audit Report

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

Secretarial Audit Report

For the Financial Year ended 31[st ] March, 2021

To, The Members, Garware Synthetics Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Garware Synthetics Limited (hereinafter called the Company).

Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31[st] March, 2021 has complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31[st] March, 2021 according to the provisions of:

• i. The Companies Act, 2013 (the Act) and the rules made thereunder;

• ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

• iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

• iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

• a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011: Not Applicable to Company during the Audit period;

• b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• c. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

• d. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015

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We further stated that there were no events /actions in pursuant of the following regulations and guidelines prescribed under the securities and exchange board of India Act, 1992 (SEBI Act):

• (1) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018:

• (2) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

• (3) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008:

• (4) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009:

• (5) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998:

• v. Other laws applicable to the Company as per the representations made by the Company. We have also examined compliance with the applicable clauses of the following:

• a. The Factories Act, 1948.

• b. The Payment of Wages Act, 1936.

• c. The Minimum Wages Act, 1948.

• d. The Employees' State Insurance Act, 1948.

• e. The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952.

• f. The Water (Prevention & Control of Pollution) Act, 1974, Read with Water (Prevention & Control of Pollution) Rules, 1975,

We have also examined compliance with the applicable clauses of the following: a) Secretarial Standards by the Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above except to the extent as mentioned below:

We further report that the Company has not appointed Internal Auditor as required under Section 138 of the Companies Act, 2013.

The Public Shareholding of the Company is not held in Dematerialized mode pursuant to notification of SEBI.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions were carried out unanimously by the members of the Board and Committees and the same were duly recorded in the minutes of the meeting of the Board of Directors and Committees of the Company.

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We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were no instances of:

• (i) Public / Rights issue of shares / debentures / sweat equity.

• (ii) Buy-Back of securities.

(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013

• (iv) Merger / amalgamation / reconstruction etc

• (v) Foreign technical collaborations

This Report is to be read with our letter of even date which is annexed as Annexure-A and Forms an integral part of this Report.

For S.G. and Associates, Company Secretaries Sd/Suhas Ganpule Proprietor, Membership No: 12122 Date: 1[st] September, 2021 C. P No: 5722 Place: Mumbai UDIN: A012122C000874082

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ANNEXURE A

To, The Members,

Garware Synthetics Limited, Mumbai.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial record. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. We believe that the practices and processes, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained management representation about the compliance of laws, rules, regulations, norms and standards and happening of events.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, norms and standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

7. We have reported, in our audit report, only those non-compliance, especially in respect of filing of applicable forms/documents, which, in our opinion, are material and having major bearing on financials of the Company.

For SG & Associates Sd/(Suhas S. Ganpule) Practising Company Secretary Proprietor Membership No. 12122 CP No. 5722 UDIN: A012122C000874082

Date: 1[st] September, 2021 Place: Mumbai

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ANNEXURE IV

Form No. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended on 31/03/2021

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN:	L99999MH1969PLC014371
Registration Date[DDMMYY]	01/09/1969
Name of the Company	Garware Synthetics Limited
Categoryof the Company	CompanyLimited byShares
Address of the Registered office and contact details:	Manish Textiles Industrial Premises, Opposite Golden Chemical, Penkar Pada, Mira Road, Mumbai - 401104 022-28457763
Whether listed company: YES	Bombay Stock Exchange Limited (BSE Limited)
Name, Address and Contact details of Registrar and Transfer Agent:	Universal Capital Securities Pvt. Ltd C-101, 247 Park, 1st Floor, LBS Road, Gandhi Nagar, Vikhroli (West), Mumbai – 400 083. Tel.: 022 - 28207203 – 05 Email: info@unisec.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

(All the business activities contributing 10% or more of the total turnover of the company shall be stated)

SN	Name and Description of main products / services	NIC code of the product / service	% to total turnover of the company
1	Garflon Nylon Bristles	24304	87.73%
2	Garflon Nylon Bushes & Rods	25201	7.59%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

NAME AND ADDRESS OF THE **COMPANY **	CIN/GLN	HOLDING/ SUBSIDIARY / ASSOCIATE

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

	No. of Shares held at the beginning of the year	No. of Shares held at the beginning of the year	No. of Shares held at the beginning of the year	No. of Shares held at the beginning of the year	No. of Shares held at the end **year **	No. of Shares held at the end **year **	No. of Shares held at the end **year **	of the	% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a)Individual/ HUF	2659282	--	2659282	45.78	2659282	--	2659282	45.78	0.00
b) CentralGovt	--	--				--			--
c) StateGovt(s)	--	--				--			--
d)BodiesCorp.	--	--				--			--
e)Banks / FI	--	--				--			--
f)Anyother	--	--				--			--
Total shareholding of Promoter (A)	2659282	--	2659282	45.78	2659282	--	2659282	45.78	0.00
B. Public Shareholding
1. Institutions
a)Mutual Funds	--	--	--	--	--	--	--	--	--
b)Banks / FI	400	--	400	0.01	400	--	400	0.01	0.00
c)Central Govt	--	--	--	--	--	--	--	--	--
d)State Govt(s)	--	--	--	--	--	--	--	--	--
e) Venture Capital Funds	--	--	--	--	--	--	--	--	--
f) Insurance Companies	--	--	--	--	--	--	--	--	--
g)FIIs	--	--	--	--	--	--	--	--	--
h) Foreign Venture Capital Funds	--	--	--	--	--	--	--	--	--
i) Others(specify)	--	--	--	--	--	--	--	--	--
Sub-total (B)(1):-	400	--	400	0.01	400	--	400	0.01	0.00
2. non-Institutions
a)BodiesCorp.	--	--	--	--	--	--	--	--	--
i)Indian	379545	11017	390562	6.72	379410	11017	390427	6.73	6.72
ii) Overseas	--	--	--	--	--	--	--	--	--
b)Individuals	--	--	--	--	--	--	--	--	--
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	845809	1177221	2023030	34.83	867839	1176621	2044460	35.20	0.37
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	357514	75915	433429	7.46	340822	75915	416737	7.17	-0.29

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c)Others(specify)
Clearingmembers	300	-	300		4300	0	4300	0.07	0.07
Trusts	100	-	100		100	0	100	0.00	0.00
Non-Resident Indian(NRI)	123749	101600	225349	3.88	126608	101600	228208	3.93	0.05
HUF	76448	-	76448	1.32	64986	0	64986	1.12	-0.20
Sub-total (B)(2): -	1783465	1365753	3149218	54.21	1784065	1365153	3149218	54.21	0.00
Total Public Shareholding (B)=(B)(1)+(B)(2)	1783865	1365753	3149618	54.22	1784465	1365153	3149618	54.22	0.00
C. Shares held by Custodian for GDRs & ADRs	--	--	--	--	--	--	--	--	--
Grand Total (A+B+C)	**4443147 **	1365753	5808900	100	**4443747 **	1365153	5808900	100	100

ii) Shareholding of Promoter:

Sr. No.	Shareholder’s Name	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Shareholding at the end of the year	Shareholding at the end of the year	Shareholding at the end of the year	% Change in sharehold ing during the year
		No. of Shares	% of total Shares of the company	% of Shares Pledged / encumber ed to total shares	**No. of Shares **	% of total Shares of the company	% of Shares Pledged / encumbe red to total shares
1	Anita Garware	122700	2.11	--	122700	2.11	--	--
2	Nihal C. Garware	2274682	39.16	--	2274682	39.16	--	--
3	Sushma A. Garware	124500	2.14	--	124500	2.14	--	--
4	Monika Garware Modi	12600	0.22	--	12600	0.22	--	--
5	Shashikant B. Garware	124800	2.15	--	124800	2.15	--	--
TOTAL		2659282	45.78	--	**2659282 **	45.78	--	--

iii) Change in Promoters’ Shareholding:

Sr. No.	Shareholder’s name	Shareholding	Shareholding	Date	Increase / (Decrease) in shareholdi ng	Reason	Cumulative shareholding during the year No. of shares % of total shares of the Company	Cumulative shareholding during the year No. of shares % of total shares of the Company
		No of shares at beginning	% of shares of the Company					% of total shares of the Company
	--	--	--	--	--	--	--	--

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iv) Shareholding Pattern of top ten Shareholders: (other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. No.	Name of the Share Holders	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Shareholding at the **end of the year **	Shareholding at the **end of the year **
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Niche Financial Services Pvt Ltd	226785	3.90	226785	3.90
2.	Vayu Ramesh Garware	104786	1.80	90084	1.55
3.	Diya Garware Ibanez	87600	1.51	87600	1.51
4.	Shashvat Investments Consultancyand Pro. 8	87600	1.51	87600	1.51
5.	Aditya Ashok Garware	87600	1.51	87600	1.51
6.	Ramit Rajinder Bharadwaj	59619	1.03	59619	1.03
7.	JaideepChandrakant Garware	48600	0.84	48600	0.84
8.	Bhavin Thakkar(HUF)	40350	0.69	40350	0.69
9.	ManojDaga	25002	0.43	25002	0.43
10.	CNI Research Limited	20285	0.35	20285	0.35

v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during **the year **	Cumulative Shareholding during **the year **
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Mr. Sunder K. Moolya
	At the beginningof theyear	100	0.00
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equityetc):	--	--	--	--
	At the end of theyear	100	0.00
2.	**Mr. Santosh B. Borkar **
	At the beginningof theyear	200	0.00
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/sweat equityetc):	--	--	--	--
	At the end of theyear	200	0.00	--	--
3.	Mr. Dinesh Gurav
	At the beginningof theyear	10	0.00
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/sweat equityetc):	--	--	--	--
	At the end of theyear	10	0.00	--	--
TOTAL		510	0.00

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vi) INDEBTEDNESS:

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the **financial year **
i)Principal Amount	--	129094797	--	129094797
ii)Interest due but notpaid	--	39895	--	39895
iii)Interest accrued but not due	--	--	--	--
Total (i+ii+iii)	--	129134692	--	129134692
Change in Indebtedness during the financial year
* Addition	--	2006548	--	2006548
* Reduction	--	5405978	--	5405978
Net Change	--	(3399430)	--	(3399430)
Indebtedness at the end of the financial **year **
i)Principal Amount	--	124161797	--	124161797
ii)Interest due but notpaid	--	1573465	--	1573465
iii)Interest accrued but not due	--	--	--	--
Total (i+ii+iii)	--	125735262	--	125735262

i) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No.	Particulars of Remuneration	Particulars	Total Amount
		Sunder k. Moolya
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,1961	5,41,420	5,41,420
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (Bonus)	--	--
	(current year 469c) Profits in lieu of salary under section 17(3)Income- tax Act,1961	--	--
2	Stock Option	--	--
3	Sweat Equity	--	--
4	Commission - as % of profit - others, specify…	-- --	-- --
5	Others, please specify	--	--
	Total (A)	5,41,420	5,41,420

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B. Remuneration to other Directors:

Sr. No.	Particulars of Remuneration	Shilpa Parab	Sandip Pawar
1.	Independent Directors
	Fee for attendingboard committee meetings	20,000	20,000
	Commission	0	0
	Others, please specify	0	0
	Total(1)	20,000	20,000
2.	Other Non-Executive Directors
	Fee for attendingboard committee meetings	0	0
	Commission	0	0
	Others, please specify	0	0
	Total(2)	0	0
	Total(B)=(1+2)	20,000	20,000
	Total Managerial Remuneration	20,000	20,000

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

Sr. No.	Particulars of Remuneration	Key Managerial Personnel	Key Managerial Personnel	Key Managerial Personnel
		Santosh Borkar (Executive Director)	Dinesh Gurav (CFO)	Vrunda Mehta (Company Secretary)
1.	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	4,61,741	3,51,373	1,61,070
	(b) Value of perquisites u/s 17(2) Income-tax Act,1961	--	--	--
	© Profits in lieu of salary under section 17(3)Income-tax Act,1961	--	--	--
2.	StockOption	--	--	--
3.	Sweat Equity	--	--	--
4.	Commission	--	--	--
	- as%ofprofit	--	--	--
	others,specify…	--	--	--
5.	Others, please specify	--	--	--
	Total	4,61,741	3,51,373	1,61,070

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ii) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
	COMPANY
Penalty	NIL
Punishment
Compounding
	DIRECTORS
Penalty	NIL
Punishment
Compounding
	OTHEROFFICERS IN DEFAULT
Penalty	NIL
Punishment
Compounding

Date: 1[st] September, 2021 Place: Thane

For and on behalf of the Board For Garware Synthetics Limited, Sd/Sd/Sunder K. Moolya Santosh Borkar Whole Time Director Director DIN: 02926064 DIN: 03134348

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ANNEXURE V

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to schedule V of the SEBI (LODR) Regulation, 2015. Management Discussion and Analysis Report form a part of the Annual Report of the Company. It indicates the Company’s movement in the external environment Vis-a –Vis its own strengths and resources.

AN ECONOMIC OVERVIEW GLOBAL ECONOMY

The second wave of COVID-19 has triggered the deepest global recession in decades. While the ultimate outcome is still uncertain, the pandemic will result in contractions across the vast majority of emerging market and developing economies. It will also do lasting damage to labor productivity and potential output. The immediate policy priorities are to alleviate the human costs and attenuate the near-term economic losses. Once the crisis abates, it will be necessary to reaffirm a credible commitment to sustainable policies and undertake the reforms necessary to buttress long-term prospects. Global coordination and cooperation will be critical.

The COVID-19 pandemic has resulted in a collapse of global economic activity. The share of countries experiencing contractions in per capita GDP will reach its highest level since 1870, despite unprecedented policy support. A lack of space is constraining fiscal responses in many EMDEs. The scarring effects of the crisis mean that the recovery will be insufficient to bring output to previously projected levels, underscoring the need to pursue reforms that bolster long-term growth prospects.

INDIAN ECONOMY

The Indian economy is estimated to decline by 8% in FY 2020-21, the first year of contraction since 1980. However, India saw a V-shaped recovery as most consumption and industrial indicators were back in positive growth territory (+0.4%) in Q3 FY2021 after declining throughout the first half of FY2021.

During the crisis, the Reserve Bank of India (RBI), as well as the central and state governments, offered critical support to the economy. The RBI kept its monetary policy flexible, reducing repo rates by 115 bps in early CY 2020. The RBI maintained a liquidity surplus through different monetary policies to make funding markets easy.

The future depends not only on the success of the virus vaccine struggle, but also on how well economic policies implemented in the face of significant uncertainties can limit the long-term consequences of this historic virus outbreak.

INDUSTRY STRUCTURE AND DEVELOPMENT:

Garware Synthetics Limited manufactures wide range of bristles made from Nylon 6, 66, 610, PBT, Polypropylene, which finds extensive application in various Brush Industries. Recently Company has developed nylon sutures, which was currently imported into our country. These sutures are used mainly for medical purpose. The management is trying its best to improve the working of the Company.

OPPORTUNITIES AND THREATS:

Your company has got good demand for its products due to high quality standards. The company can produce almost 570 MT per year if work at its full capacity. However, the Company is not producing the sufficient quantity of products due to scarcity of the Working Capital. At the same time, many potential

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markets are untapped due to shortage of raw material. In spite of all odds, the Company is still enjoying the reputation on grounds of quality.

Our raw materials are petro- based products. In the current year oil prices were also high. This has resulted in increasing the raw material prices considerably. As the market could not absorb all the raw material prices, resulted into loss of sale and reduces company profit margin.

Your management is of the opinion that the following determining factors of Opportunities and Threats would play a vital role in case of your company.

FACTOR FOR OPPORTUNITY

1. Additional production capacity to meet the market demand and achieve economies of scale.

2. Use of latest technology to facilitate further reduction in wastages and improvement in quality.

3. The company has brand equity and a reputation in the industry for producing quality products, its continuous service and customer care.

4. The Company is a pioneer in plastic industry.

FACTOR FOR THREATS

1. Your company faces competition from the unorganized sector in the industry.

2. Your company faces adversity due to volatile raw material Prices.

3. Your company suffers from huge amount of power shortage. Due to the power- cutting in company factory established, the Company suffered amount of production loss during the current year and the same trend will continue in the next year also as the area of production is not having adequate power generating capacity.

HUMAN RESOURCES DEVELOPMENT:

The inter- personal relations of the employees have been very cordial throughout the year. The Company has constituted an Internal Complaints Committee (ICC) pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Sexual Harassment Act).

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a compact organization Structure which helps it run business operation smoothly. The Company has adequate internal control system, commensurate with the size and nature of its operations. Audit Committee, the details of which has been provided in the Corporate Governance Report has been entrusted with detailed terms of reference to review and look into proper recording of transactions and preparation of financial statement. One of the important functions of the Audit Committee is to review the adequacy of internal control systems and compliance thereof.

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CAUTIONARY STATEMENT:

Your Company is facing a financial crunch and because of same your company can not fulfill huge demand from domestic as well as international market. At the same time due to shortage of working capital funds the continuity of the production breaks frequently resulting into heavy wastage. All this may result into diversion of our customers to our competitors.

By Order of the Board of Directors, Garware Synthetics Limited,

Sd/Sunder Kocha Moolya Whole-Time Director DIN: 02926064

Date: 1[st] September, 2021 Place: Thane

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WHOLE TIME DIRECTORS CERTIFICATION

To, The Board of the Directors, Garware Synthetics Limited

We hereby certify to the Board that;

• A. We have received the Financial Statements and the Cash Flow Statements for the year 2020-2021 and that to the best of our knowledge and belief:

• i. These statements do not contain any materially untrue or misleading statements nor omits any material fact.

• ii. These statements together present a true and fair view of Companies affairs and are in Compliance with existing Accounting Standards, Applicable Laws and Regulations.

• B. There are to the best of our knowledge and belief, no transactions entered into by the Company during the year 2020-2021 which are fraudulent, illegal or violative of the Company Code of Conduct.

• C. We accept the responsibility for establishing and maintaining the internal controls for the Financial Reporting and that we have evaluated the effectiveness of the internal control system of the Company pertaining to the financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operations of such a internal control, if any, of which we are aware and steps we have taken or proposed to take to rectify these deficiencies.

• D. We have indicated to the Auditors and Audit Committee:

• Significant changes in the internal control over financial report during the year 2020-2021

• Significant changes in the accounting policies during the year 2020-2021 and that the same have been incorporated in the notes to the financial statements and

• Instances of significant fraud, if any of which we have become aware, and involvement therein if any, of the Management or an Employee having significant role in Companies internal control system over a financial reporting.

By Order of the Board of Directors, Garware Synthetics Limited,

Sd/Sunder Kocha Moolya Whole-Time Director DIN: 02926064

Date: 1[st ] September, 2021 Place: Thane

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CERTIFICATE FROM PRACTICING COMPANY SECRETARY

(Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Board of Directors, GARWARE SYNTHETICS LIMITED Thane

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and on the basis of the declaration received from the Directors of GARWARE SYNTHETICS LIMITED (the ‘Company’), I Mr. Suhas Sadanand Ganpule, Company Secretary in Practice hereby declare that the under stated Directors of the Company are not debarred or disqualified from being appointed or to continue as Directors of the Company by the SEBI/Ministry of Corporate Affairs or any another Statutory Authority for the year ended March 31, 2021:

**Name of the Director **	DIN
Mr. Sunder Kocha Moolya	02926064
Mr. Santosh Bhalchandra Borkar	03134348
Mr. Kirtikumar Bhailal Doshi	02897948
Mr. SandipKeshav Pawar	05245634
Mr. Shilpa Sagar Parab	08338221

For S G & Associates

Practicing Company Secretary

Sd/-

Suhas S. Ganpule Proprietor ACS: 12122, CP No. 5722 Date: 01[st] September, 2021 UDIN: A012122C000874093

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INDEPENDENT AUDITOR’S REPORT

To The Members of GARWARE SYNTHETICS LIMITED

Report on the standalone Financial Statements

Qualified Opinion

We have audited the accompanying financial statements of M/s. GARWARE SYNTHETICS LIMITED (“the Company”) which comprises the Balance Sheet as at 31[st] March 2021, the Statement of Profit and Loss, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph below, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31[st ] March 2021, and Profit and changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

The Company has not made any provision for Gratuity during the year ended 31[st] March 2021. Non provision of Gratuity is not in Compliance with the Indian Accounting Standard 19 (Ind AS-19) on Employee benefits. The impact of profitability if any could not be ascertained.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis on Matters

We draw attention to the following matters:

The Company has not appointed Internal Auditor as required under Section 138 of the Companies Act, 2013.Our opinion is not modified in respect of these matters.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

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Key Audit Matters	How our audit addressed the key audit matter
Evaluation of uncertain positions related to tax and regulatory matters
The Company has material uncertain positions related to provident fund regulatory matters and direct and indirect tax matters under disputes that involves significant judgement to determine the possible outcome of these disputes, provisions required, if any, and/or write back of provision in respect of such matters. Refer Note 2(m) “Provisions & Contingencies” for accounting policies, Note 30 in respect of details of Contingent liabilities in the financial Statements.	In view of the significance of the matter we applied following procedures: We have obtained details of tax litigations under various statutes for the year ended 31st March, 2021 from the management. We have reviewed the management’s underlying assumptions in estimating the tax provision and the possible outcome of the disputes. We have also reviewed the legal precedence and other rulings provided for review by the management in evaluating its position in various matters. We have also reviewed the assumptions made by the management as at 31st March, 2021 and evaluated whether any change was required on account of information and updates made available during the year. We verified the appropriateness of the accounting policies disclosures related to provisions and contingencies for sub judice matters and details of contingent liabilities in notes 2(m) and 30 respectivelyin the financial statements.

Responsibility of Management for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company’s financial reporting process

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Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Other Matter

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

• a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2021 ; b) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

• c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

• a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

• b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

• c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

• d. In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015 as amended.

• e. On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified on 31[st] March, 2021 from being appointed as a director in terms of section 164 of Companies Act, 2013.

• f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A” .

• g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

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• i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 30 to the financial statements.

• ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For Krunal H. Shah & Associates Chartered Accountants Firm Regn.No: 133038W

Sd/-

(Krunal H. Shah) Proprietor M. No.143308 Place: Mumbai Date: 30/06/2021 UDIN: 21143308AAAAAE7812

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ANNEXURE ‘A’ TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

We have audited the internal financial controls over financial reporting of Garware Synthetics Limited (‘the Company’) as of March 31, 2021 in conjunction with our audit of the financial statements of the Company for the year ended and as on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (the ‘Guidance Note’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ‘Guidance Note’) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal

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financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material Respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For Krunal H. Shah & Associates Chartered Accountants Firm Regn.No: 133038W

Sd/-

(Krunal H. Shah) Proprietor M. No. : 143308 Place: Mumbai Date: 30/06/2021 UDIN:21143308AAAAAE7812

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ANNEXURE ‘B’ TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013 (‘the Act’) of Garware Synthetics Limited (‘the Company’)

• i. In respect of fixed assets

• (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed Asset.

• (b) As explained to us, Fixed Assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

• (c) As explained to us by the management and placing reliance on the certificate issued by the management, the title deeds of immovable properties are held in the name of the company. However the immovable property includes land & Building. The title of the same is under dispute and the case is pending with the court of law.

• (d) In our opinion and according to the information and explanations given to us, no substantial fixed asset has been disposed off during the year and therefore does not affect the going concern assumption.

• ii. In respect of inventories

• (a) As explained to us by the management and as observed by us, the inventory of raw material,finished goods, stores and spares etc. has been physically verified during the year at reasonable intervals. However, no physical verification has been carried out at the year-end due to government imposed lockdown to control Covid-19 pandemic. The inventory values have been taken as per values of recorded in books of accounts just before impose of lockdown. In our opinion, the frequency of physical verification is reasonable having regard to the size and nature of business of the company.

• (b) In our opinion, the procedure for physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

• (c) On the basis of examination of the records of inventory and placing reliance on the certificate issued by the management, we are of the opinion that the company is maintaining proper records of inventory and no material discrepancy was noticed on physical verification of the same.

• iii. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

• iv. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013, in respect of loans, investments, guarantees and security.

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• v. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

• vi. The Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act but such accounts and records have been not so made and maintained as total aggregate turnover of the company from all its production or service is not more than 35 Crore in the preceding financial year.

vii. In respect of Statutory Dues

• (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Goods and service tax, Excise Duty and other material statutory dues, as applicable, except Profession Tax with the appropriate authorities in India.

• (b) According to the information and explanations given to us and based on the records of the company examined by us, the particulars of dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes are as follows:

Sr No.	Financial Year	Bombay Sales Tax (BST)	Central Sales Tax (CST)	Income Tax	Forum where Dispute is pending
1	2003 - 04	62,22,840	50,98,890	-	DeputyCommissioner of Sales Tax
2	2012 - 13	-	-	14,11,930	Commissioner of Income Tax(Appeal)
3	2017 - 18	-	-	16,33,394	Commissioner of Income Tax(Appeal)

• viii. According to the records of the company examined by us and as per the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

• ix. The Company has not raised money by way of initial public offer or further public offer (including debt instruments). Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

• x. Based upon the audit procedures performed and the information and explanations given to us, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

• xi. Based upon the audit procedures performed and the information and explanations given to us, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

• xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

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• xiii. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

• xiv. Based upon the audit procedures performed and the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

• xv. Based upon the audit procedures performed and the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

• xvi. In our opinion and according to the information and explanations given to us, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

For Krunal H. Shah & Associates Chartered Accountants Firm Regn.No: 133038W

(Krunal H. Shah) Proprietor M. No. : 143308

Place: Mumbai Date: 30/06/2021 UDIN: 21143308AAAAAE7812

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BALANCE SHEET AS AT MARCH 31, 2021	BALANCE SHEET AS AT MARCH 31, 2021
SR. NO. PARTICULARS NOTENO.	2020-21
ASSETS 1 Non-current assets (a) Property, Plant and Equipment 3 (b) Financial Assets (i) investments 4 (ii) loans 5 (iii) non current tax assets (net) 6 (c) Deferred tax assets (net) (d) Other non-current assets 7 2 Current assets (a) Inventories 8 (b) Financial Assets (i) trade receivables 9 (ii) cash & cash equivalents 10 (c) Other current assets 11 Total Assets EQUITY AND LIABILITIES A Equity (a) Equity Share Capital 12 (b) Other Equity 13 B Liabilities 1 Non-current liabilities (a) Financial Liabilities (i) borrowings 14 (b) Provisions 15 (c) Other non-current liabilities 16 2 Current liabilities (a) Financial Liabilities (i) trade payables 17 (ii) other financial liabilities 18 (b) Other current liabilities 19 Total Equity and Liabilities Corporate Information 1	104369886 250 1550000 1626916 2078062 769684 10473453 14686143 385516 139100 136079010 58089000 (79634787) 124161797 2665746 200003 17191930 4397325 9007997 136079010
Significant AccountingPolicies 2

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STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31, 2021

		Amount in`
SR. NO. PARTICULARS NOTENO.	2020-21	2019-20
1 Revenue from operations (gross) 20 2 Other income 21 3 Total Revenue (1+2) 4 Expenses Cost of materials consumed 22 Purchases of stock-in-trade 23 Changes in inventories of finished goods, work-in-progress and stock-in-trade 24 Employee benefits expense 25 Finance costs 26 Depreciation and amortisation expense Other expenses 27 Total Expenses 5 Profit before exceptional items and tax (3 - 4) 6 Exceptional items 7 Profit before tax (5 + 6) 8 Tax expense: Current tax expense for current year Short provision of Income tax relating to earlier years 9 Net Profit for the year (7 - 8)	82659551 10951 82670502 37058250 0 606373 14657804 4313212 214462 19732922 76583023 6087479 6087479 256560 0 256560	91135887 34068
		91169955
		46127794 13024 785791 18864124 853972 259723 22424077
		89328506
		1841450 1841450 706310 30590
		736900
	5830919	1104550

In terms of our report attached For Krunal H. Shah & Associates For and on behalf of the Board of Directors Chartered Accountants Sd/Sd/FRN No.: 133038W Sunder Moolya Santosh Borkar Sd/Whole Time Director Executive Director Krunal H. Shah Sd/Sd/Proprietor Swati Shah Dinesh Gurav Membership No. :143308 Company Secretary CFO Place: Mumbai Date: 30/06/2021 UDIN: 21143308AAAAAE7812

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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2021

			Amount in`
	Particulars	2020-21	2019-20
	A. Cash flow from operating activities Net Profit / (Loss) before tax Adjustments for: Depreciation and amortisation Liabilities / provisions written back to the extend no longer required Finance costs Prior period expense Interest income Operating profit / (loss) before working capital changes Movements in working capital: Adjustments for (increase) / decrease in operating assets: Inventories Trade receivables Other current assets Other non-current assets Adjustments for increase / (decrease) in operating liabilities: Trade payables Other current liabilities Other Current financial liabilities Non Current provisions Cash generated from operations Net income tax (paid) / refunds Net cash flow from / (used in) operating activities (A) B. Cash flow from investing activities Fixed Assets Purchased Interest received Net cash flow from / (used in) investing activities (B) C. Cash flow from financing activities Proceeds from non current borrowings Finance cost Net cash flow from / (used in) financing activities (C) Net increase / (decrease) in Cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Effect of exchange differences on restatement of foreign currency Cash and cash equivalents Cash and cash equivalents at the end of the year	6087479 214462 0 4313212 0 (7565)	1841450 259723 (10669) 853972 0 (16350)
		10607589 86028 (3686458) (129100) 3003 (1139711) (371227) 0 (705000)	2928126 855857 825219 (10000) (10000) (1774595) (6160573) (33484) (1244000)
		(5942465) 4665124 (569981)	(7551576) (4623450) (622226)
		4095143	(5245676)
		(121186) 7565	(14326) 16350
		(113621)	2024
		(4933000) (288589)	4828715 (481270)
		(5221589)	4347445
		(1240067) 1625584 0	(896208) 2521791 0
		385517	1625584

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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2021

		Amount in`
Particulars	2020-21	2019-20
* Comprises: (a) Cash on hand (b) Balances with banks (i) In current accounts	146349 239167	421355 1204229
	385517	**1625584 **

Notes:

(i) The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discounting operations.

(ii) These earmarked account balances with banks can be utilised only for the specific identified purposes.

(iii) Figures for the P.Y. have been regrouped wherever necessary to conform to the C.Y. classification.

In terms of our report attached

In terms of our report attached
For Krunal H. Shah & Associates	For and on behalf of the Board of Directors
Chartered Accountants	Sd/-	Sd/-
FRN No.: 133038W	Sunder Moolya	Santosh Borkar
Sd/-	Whole Time Director	Executive Director
Krunal H. Shah	Sd/-	Sd/-
Proprietor	Swati Shah	Dinesh Gurav
Membership No. :143308	Company Secretary	CFO
Place:Mumbai		Date: 30/06/2021
UDIN: 21143308AAAAAE7812

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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2021

A. Equity Share Capital

A. Equity Share Capital	A. Equity Share Capital	A. Equity Share Capital
(Amount in`)
Balance at the beginning of the reporting period i.e. 31st March 2020	Changes in equity share capital during the year 2020-2021	Balance at the end of the reporting period i.e. 31st March 2021
58,089,000	0.00	58,089,000

B. Other Equity

B. Other Equity
					(Amount in`)
Particulars		Reserves and Surplus			Total
	Capital Reserve	Securities Premium Reserve	Investment Allowance Reserve	Profit and Loss Account
Balance at the beginning of the reporting period i.e. 1st April 2020	87182309	25132000	1056100	(198836115)	(85465706)
Total Comprehensive Income for the Year	0	0	0	5830919	5830919
Balance at the end of the reporting period i.e. 31st March 2021	87182309	25132000	1056100	(193005196)	(79634787)

In terms of our report attached

For Krunal H. Shah & Associates For and on behalf of the Board of Directors Chartered Accountants Sd/Sd/FRN No.: 133038W Sunder Moolya Santosh Borkar Sd/Whole Time Director Executive Director Krunal H. Shah Sd/Sd/Proprietor Swati Shah Dinesh Gurav Membership No. :143308 Company Secretary CFO Place:Mumbai Date: 30/06/2021 UDIN: 21143308AAAAAE7812

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NOTES FORMING PART OF FINANCIAL STATEMENT

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NOTES FORMING PART OF FINANCIAL	STATEMENT	Amount in`
PARTICULARS	2020-21	2019-20
Note No. 4 Non-current investments (a) Other investments Other non-current investments Note No. 5 Non Current loans (a) Loans to related parties Unsecured, considered good Note No. 6 Non Current Tax Assets (Net) (a) Advance income tax & TDS receivable (Net of provisions) Note No. 7 Other non-current assets (a) Security deposits Unsecured, considered good (b) Prepaid expenses - Unsecured, considered good Note No. 8 Inventories (At lower of cost and net realisable value) (a) Raw materials (b) Work-in-progress (c) Finished goods (d) Stores and spares Note No. 9 Current Trade receivables (a) Unsecured, considered good Note No. 10 Cash and cash equivalents (a) Cash on hand (b) Balances with banks In current accounts Note No. 11 Other current assets (a) Loans to employees Unsecured, considered good (b) Others Prepaid expenses - Unsecured, considered good	250 250 1550000 1550000 1626916 1626916 769684 0 769684 4596878 1775207 2577923 1523446 10473453 14686143 14686143 146349 239167 385516 129100 10000 139100	250
		250
		1550000
		1550000
		1313495
		1313495
		762687 10000
		772687
		4076533 1017425 3819093 1646430
		10559481
		10999685
		10999685
		421355 1204229
		**1625584 **
		0 10000
		10000

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NOTES FORMING PART OF FINANCIAL STATEMENT

Amount in `

|Note No. 12 Equity Share capital
(a) Authorised
Equity shares of10/- each with voting rights<br>13.5% Non Cumulative Redeemable preference<br>shares of100/-each
(b) Issued, Subscribed and fully paid up
Equity shares of10/- each with voting rights|**2020-21**<br>**Number**<br>**of Shares**<br>**
9950000
9,95,00,000
5000
5,00,000
9955000
10,00,00,000
5808900
5,80,89,000
5808900
5,80,89,000|2019-20|
|---|---|---|
|||Number
of Shares
`|
|||9950000
9,95,00,000
5000
5,00,000|
|||9955000
10,00,00,000|
|||5808900
5,80,89,000|
|||5808900
5,80,89,000**|

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period

Equity Shares Opening Balance Changes made during the year Fresh Issue Bonus ESOP Conversion Buy Back Other Changes Closing Balance	2020-21 Number of Shares ` 5808900 5,80,89,000 - - - - - - - - - - - - 5808900 5,80,89,000	2019-20
		Number of Shares `
		5808900 5,80,89,000 - - - - - - - - - - - -
		5808900 5,80,89,000

Note: The company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share. In The event of liquidation, the equity shareholders are eligible to receive the remaining assets if the company, after distribution of all preferential amount, in proportion of their shareholding.

Note No. 13 Reserves and surplus (a) Capital reserve (b) Securities premium account (c) Investment allowance reserve (d) Surplus / (Deficit) in Statement of Profit and Loss Opening balance Add:Profit/(Loss) during the year Closing balance	2020-21 87182309 25132000 1056100 (198836115) 5830919 (193005196) (79634787)	2019-20
		87182309 25132000 1056100 (199940665) 1104550
		(198836115)
		(85465706)

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NOTES FORMING PART OF FINANCIAL STATEMENT	NOTES FORMING PART OF FINANCIAL STATEMENT	Amount in`
PARTICULARS	2020-21	2019-20
Note No. 14 Non Current Borrowings (a) Loans from related parties Unsecured (b) Other loans Unsecured Note No. 15 Non Current Provisions (a) Provision for employee benefits: Provision for gratuity (net) Note No. 16 Non Current other Liabilities (a) Security Deposits Unsecured Note No. 17 Current Trade payables (a) Total outstanding dues of creditors other than micro enterprises and small enterprises Note No. 18 Other current financial liabilities (a) Interest accrued Note No. 19 Other current liabilities (a) Other Advances from Customers (b) Others Employee benefits Payable Statutory remittances (GST, PF, ESIC, PT, TDS, Sales Tax etc) Other Dues Note No. 20 Revenue from operations (a) Sale of products Finished Goods Traded Goods (b) Sale of services Note No. 21 Other income (a) Interest income (b) Miscellaneous Income	46823869 77337928 124161797 2665746 2665746 200003 200003 17191930 17191930 4397325 4397325 1134852 1652132 5981564 239449 9007997 81709551 0 950000 82659551 7565 3386 10951	51756869 77337928
		129094797
		3370746
		3370746
		200003
		200003
		18331641
		18331641
		372702
		372702
		1158655 1307510 6761947 151112
		9379224
		89122955 12932 2000000
		91135887
		16350 17718
		34068

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NOTES FORMING PART OF FINANCIAL STATEMENT	NOTES FORMING PART OF FINANCIAL STATEMENT	Amount in`
PARTICULARS	2020-21	2019-20
Note No. 22 Cost of materials consumed (a) Opening stock 4076533 4146599 (b) Add: Purchases 37578595 46057728 (c) Less: Closing stock 4596878 4076533 37058250 46127794 Note No. 23 Purchase of traded goods 0 13024 0 13024 Note No. 24 Changes in inventories of finished goods, work-in-progress and stock-in-trade (a) Inventories at the end of the year: Finished goods 2577923 3819093 Work-in-progress 1775207 1017425 Stores and spares 1523446 1646430 5876575 6482948 (b) Inventories at the beginning of the year: Finished goods 3819093 3788150 Work-in-progress 1017425 1837658 Stores and spares 1646430 1642930 6482948 7268739 Net (increase)/decrease 606373 785791 Note No. 25 Employee benefits expense (a) Salaries and wages 12901810 16723063 (b) Contributions to provident and other funds 1112202 1617582 (c) Staff welfare expenses 643792 523479 14657804 18864124 Note No. 26 Finance costs (a) Interest expense on: Borrowings 2172572 489996 Trade payables 2072518 308154 Others 68122 55822 4313212 853972 Note No. 27 Other expenses Consumption of stores and spare parts 631765 634388 Processing Charges 2215100 2754050 Power and fuel 5929185 8258194 Water 26404 71353 Rent including lease rentals 3580500 4131600 Repairs and maintenance - Machinery 341050 313608 Repairs and maintenance - Others 48608 10100 Rates and taxes 101645 41540		4146599 46057728 4076533
		46127794
		13024
		13024
		6482948
		3788150 1837658 1642930
		7268739
		785791
		16723063 1617582 523479
		18864124
		489996 308154 55822
		853972
		634388 2754050 8258194 71353 4131600 313608 10100 41540

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NOTES FORMING PART OF FINANCIAL STATEMENT

		Amount in`
PARTICULARS	2020-21	2019-20
Note No. 27 Other expenses Travelling and conveyance 913666 618719 Printing and stationery 56581 303852 Freight and forwarding 1201549 1267053 Sales commission 1634358 1124711 Business promotion 98544 182877 Donations and contributions 0 2100 Legal and professional 994881 914137 Payments to auditors Audit Fees 90000 90000 Taxation Matter 15000 15000 Miscellaneous expenses 1854086 1690796 19732922 22424077 Note 27.1 - Operating Lease The company had paid compensation for use of premises. These payments are recognized in the profit & loss account on the basis of periodic debit notes raised by the lessors. The specified disclosure in respect of this agreement is given below		618719 303852 1267053 1124711 182877 2100 914137 90000 15000 1690796
		22424077

Lease payments recognized in profit and loss account Total of future minimum lease payments in the following period (excluding tax): - not later than one year - later than one year and not later than five years Note 28 - Earning Per Share Basic & Diluted Profit after tax available for equity share holders Weighted average number of equity shares outstanding during the year Basic & Diluted earning per share Nominal Value of the share	2020-21 35,80,500 23,04,000 - 58,30,919 5808900 1.00 10.00	2019-20
		41,31,600 44,00,000 23,09,400 11,04,550 5808900 0.19 10.00

Note 29 - Related Party Disclosure (As identified by the Management & With whom transactions are carried out.)

1) Names of related parties & their relationship with the Reporting Entity

(a) Key management personnel. (a) Sunder Moolya (Whole Time Director) (b) Santosh Borkar (Executive Director)

(c) Dinesh Gurav ( Chief Financial Officer) (d) Vrunda J. Mehta (Company Secretary upto 18/03/2021) (e) Swati Shah (Company Secretary w.e.f 31/03/2021) (f) Shilpa S. Parab (Non-executive Director (g) Sandip K. Pawar (Non-executive Director)

(h) Kirtikumar B. Doshi (Non-executive Director)

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GARWARE SYNTHETICS LIMITED

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NOTES FORMING PART OF FINANCIAL STATEMENT

Note 29 - Related Party Disclosure (As identified by the Management & With whom transactions are carried out.)

• (b) Enterprises owned or significantly influenced by key management personnel or their relatives.

• (c) Entities controlled by person having control over reporting entity.

• (a) Tyson Marketing Private Limited

• (b) Garflon Marketing (India) Private Limited

• (a) Garware Finance Corporation Limited

• (b) CBG Trading Private Limited

• (c) Garware Construction Limited

• (d) Satman Strategies Private Limited

• (d) Post Employment Benefit Plan.

• (a) Garware Synthetics Bristles Employees Provident Fund

(2) Transactions carried out with the related parties mentioned above in ordinary course of business

(Amount in Lakhs)

No.	Particulars	Key Management Personnel	Key Management Personnel	Enterprises owned or significantly influenced by key management **personnel **	Enterprises owned or significantly influenced by key management **personnel **	Entities controlled by person having control over reporting entity	Entities controlled by person having control over reporting entity	Post Employment Benefit Plan	Post Employment Benefit Plan	Total	Total
		20-21	**19-20 **	**20-21 **	19-20	20-21	19-20	20-21	19-20	20-21	19-20
A 1 2 3 4 5 6 B 1 2	Transaction Remuneration to KMP Employee Benefit Expense Director Sitting Fees Loan Received Loan Repaid Interest Expenses Outstanding Balances Receivables Payables	15.05 - 0.40 - - 21.73 - -	15.12 - 0.60 - - 5.43 - -	- - - - - - - 24.78	- - - 0.97 - - - 24.78	- - - 1.77 50.10 - 15.50 444.46	- - - 47.50 - - 15.50 492.79	- - - - - - - -	- 47.50 - - - - - -	15.05 - 0.40 1.77 50.10 21.73 15.50 469.24	15.12 47.50 0.60 48.47 - 5.43 15.50 517.57

• Note: i) No amounts pertaining to related parties have been provided for as doubtful debts. Further, no amounts have either been written off or written back during the year.

• ii) Above transactions does not includes Re-imbursement of expenses

Note 31 - Contingent Liabilities

The Company’s pending litigations comprise of claims against the Company primarily by the proceedings pending with Tax authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material adverse effect on its financial results at March 31, 2021.

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GARWARE SYNTHETICS LIMITED

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NOTES FORMING PART OF FINANCIAL STATEMENT

		Amount in`
Particulars	2020-21	2019-20
Contingent liabilities and commitments (to the extent not provided for)		91,37,779 2,28,99,794 78,56,651
Income Tax Related Sales Tax Related Provident Fund related	30,45,324 1,13,21,730 78,56,651

Note 31 - Disclosure under MSMED Act, 2006

The disclosure required under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) has not been given since classification with resepect to MSME and Others is not available and hence not given herein above.

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GARWARE SYNTHETICS LIMITED

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NOTES FORMING PART OF FINANCIAL STATEMENT

1) CORPORATE INFORMATION

Garware Synthetics Limited is a company limited by shares, incorporated and domiciled in India. The Company is primarily engaged in business of manufacturing wide range of bristles made from Nylon.

2) STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Annexed to and forming part of financial statements for the year ended 31[st] March, 2021)

(a) Statement of Compliance

The financial statements of the Company have been prepared in accordance with the Indian Accounting standards (‘Ind AS’), prescribed under section 133 including the rules notified under the relevant provisions of the Companies Act, 2013.

(b) Basis of Preparation and Presentation

The financial statements have been prepared on the historical cost basis. Historical Cost is generally based on the fair value of the consideration given in exchange for goods and services. All assets and liabilities have been classified as current and non-current as per the Group’s normal operating cycle.

(c) Use of Estimates

The preparation of the financial statements is in conformity with Ind AS requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognized in the periods in which the results are known / materialize.

(d) Inventories

Inventories are valued as under: - Raw Materials, Packing Materials, Stores & Spares are valued at cost on FIFO basis after making provision for obsolescence & un-serviceability. Finished Goods and Work in Progress is recognised at lower of cost or net realizable value. Cost comprises Material cost, cost of conversion, other expenses incurred to bring the inventories to their current condition and location.

(e) Property, plant and equipment

Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced.

All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

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GARWARE SYNTHETICS LIMITED

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NOTES FORMING PART OF FINANCIAL STATEMENT

Transition to IndAS:

On transition to Ind AS, the company has elected to continue with the carrying value of all of its property, plant and equipment recognised as at 1 April 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment.

Depreciation on property, plant and equipment is provided using straight line method. Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

Gains or losses arising from derecognition of a property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.

(f) Revenue Recognition

Revenue from sale of goods is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated cost can be estimated reliably, there is no continuing effective control or managerial involvement with the goods, and the amount of revenue can be measured reliably.

(g) Investments

Non-Current investments are stated at cost less provision for diminution in value, other than temporary. Current investments are stated at the lower of cost and fair value.

(h) Employee Benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognised as an expense during the period when the employees render the services.

A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund and Pension Scheme. The Company’s contribution is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service.

The Company pays gratuity to the employees, which are accounted on the basis of liability accrued.

(i) Borrowing Costs

The company has not incurred any borrowing cost during the year.

(j) Earnings per Share

Basic earnings per share are computed by dividing the profit after tax by the number of equity shares outstanding during the year. Since there are no dilutive potential equity shares, diluted earnings per share is computed in the manner same as used for basic earnings per share.

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GARWARE SYNTHETICS LIMITED

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NOTES FORMING PART OF FINANCIAL STATEMENT

(k) Taxes on Income

The tax expense for the period comprises current and deferred tax. Tax is recognised in Statement of Profit and Loss, except to the extent that it relates to items recognised in the comprehensive income or in equity. In which case, the tax is also recognized in other comprehensive income or equity.

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted at the Balance sheet date.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of deferred tax liabilities and assets are reviewed at the end of each reporting period.

The company has not recognised deferred tax for the year ended 31[st] March 2021 as management is of opinion that it is probable that the temporary difference will not reverse in the foreseeable future.

(l) Impairment of Assets

The carrying amounts of assets / cash generating units are reviewed at each Balance Sheet date to assess whether there is any indication of impairment based on internal / external factors. After review of this year, no impairment is recognized, as there was no necessity.

(m) Provisions and Contingencies

A provision is recognized when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.

(n) Cash and Cash Equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and bank balances in current account.

(o) Segment Reporting

Geographical Segment

Company’s entire business is conducted within India but there are no separate reportable geographical segments.

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GARWARE SYNTHETICS LIMITED

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NOTES FORMING PART OF FINANCIAL STATEMENT

(p) Related Party Disclosure

The Company has entered into transaction with related parties during the current year; however the terms are not prejudicial to the interest of the company.

(q) Lease

Leases are classified as finance leases whenever the terms of the lease, transfers substantially all the risks and rewards of Ownership to the lessee. All other leases are classified as operating leases.

Operating lease payments are recognized as an expense in the Statement of Profit and Loss on a straightline basis over the lease term.

(r) Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

(s) Deemed cost:

Ind AS 101 permits a first - time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de - commissioning liabilities.

Accordingly, the Company has elected to measure all of its property, plant and equipment, intangible assets and investment property at their previous GAAP carrying value.

(t) Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material.

The Company has elected to apply this exemption for such contracts/arrangements.

(u) Estimates

An entity’s estimates in accordance with Ind ASs at the date of transition shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. IndAS estimates as at 1 April 2017 are consistent with the estimates as at the same date made in conformity with previous GAAP.

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GARWARE SYNTHETICS LIMITED

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NOTES FORMING PART OF FINANCIAL STATEMENT

(v) Other Notes

• i. Previous year figures are regrouped wherever necessary to make them comparable with the figures of the current year.

• ii. Balances of loans/advances/ sundry creditors, debtors and fixed assets are subject to reconciliations, confirmation and adjustment, if any.

• iii. In the opinion of Board of Directors the Current Assets, Loans and advances are stated at net realizable value in the ordinary course of business.

• iv. Certain legal cases are pending with the court of law, the quantum of the same is not ascertainable. However, the management is of the opinion that, decision of the court will be in favor of the company.

• v. In the absence of adequate information regarding the MSME Creditors, the Company is unable to give full particulars as required by Notification No. GSR - 376 (E) dated 22nd May 2002 issued by the Department of Company Affairs, Ministry of Law and Justice and Company Affairs.

• vi. As there is no Managing Director in the company, hence terms of Section 197 and 198 of the Companies Act, 2013are not applicable to the Company.

• vii. Unless otherwise stated, in the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value if realized in the ordinary course of business. The provisions for all known liabilities made are adequate and are neither short nor in excess of the amount reasonably necessary.

viii. Figures in Brackets in the Notes forming part of the accounts relate to the previous year.

For Krunal H. Shah & Associates	For and on behalf of the Board	For and on behalf of the Board
Chartered Accountants	For Garware Synthetics Limited,
Firm Regn. No: 133038W
Sd/-	Sd/-	Sd/-
(Krunal H. Shah)
Proprietor	Sunder. K. Moolya	Santosh Borkar
M. No. : 143308	Whole Time Director	Director
Place: Mumbai	DIN: 02926064	DIN: 03134348
Date: 30/06/2021
UDIN: 21143308AAAAAE7812	Sd/-	Sd/-
	Swati Shah	Dinesh Gurav
	Company Secretary	CFO

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