DIRECTORS' REPORT

The Members,

Garware Synthetics Limited

Your Directors have pleasure in presenting their 46th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

BUSINESS REVIEW:

The Company achieved the Revenue from Operations of Rs. 81,034,797 as against Rs.  74,288,249 achieved during the previous year ended on 31st March, 2014.

During the year Company earned Net Profit of Rs.  6,123,629 as against Net Profit of Rs. 855,017 during the previous year ended on 31st March, 2014.

DIVIDEND:

With a view to strengthen the financial position of the Company, your Directors did not recommend any dividend for its equity shareholders.

DEPOSITS:

Your Company has accepted deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as stated in the notes to Accounts which is form part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments made / given by the Company in the year 2014 -2015 as per section 186 of the Companies Act, 2013 is stated in the notes to Accounts which is form part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place 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.

The Company, through its own, independent Internal Audit Department carries out periodic audits and functions based on the annual audit plan (keeping in mind various key risks) approved by the Audit Committee, and inter alia, tests the design, adequacy and operating effectiveness of the internal controls. Significant observations including recommendation for improvement of business processes are reviewed by the Management before reporting to the Audit Committee, which reviews the Internal Audit reports, and monitors the implementation of audit recommendations.

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 annexed.

EMPLOYEES RELATIONS:

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

DIRECTORS:

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 both under Section 149(7) of Companies Act, 2013 read with Rules and Clause 49 of the Listing Agreement with the Stock Exchanges.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

Appointment:

During the year 2014-2015, Ms. Kavita Sandeep Pawar (DIN: 02717275) was appointed as an Additional Director on the Board of the Company. Further, as per Section 149 of Companies Act, 2013 and rules made there under and as per listing agreement, the Company is required to appoint a Women Director on the Board of the Company. Hence, Ms. Kavita Sandeep Pawar is being appointed as a Director in order to comply with the regulations and also to use her expertise knowledge for the benefit and growth of the Company.

Cessation:

None of the Directors have ceased from their office during the year 2014 - 15.

Retirement by rotation:

Pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Santosh Borkar (DIN: 03134348) Director of the Company, shall retire by rotation at this Annual General Meeting, and being eligible, offer himself for re-appointment. The Board commends their re- appointment by the members at the forthcoming Annual General Meeting.

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

FORMAL ANNUAL EVALUATION:

In terms of the provisions of the Act, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee (NRC) and Stakeholders Relationship Committee (SRC).

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors during the year 2014-15 duly met Seven times as under:

30th May, 2014, 14th August, 2014, 13th November, 2014, 17th December, 2014, 12th February, 2015, 16th February, 2015 and 31st March, 2015

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:

i) in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) the Directors have taken proper and sufficient care for 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;

iv) the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis. The Directors are very much hopeful that the Company's performance will improve in the forth coming financial years.

v) the Directors had laid down internal financial controls to be followed by Company and that such internal financial controls are adequate and were operating effectively.

v) the Director had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

SHARE CAPITAL:

During the year 2014-2015 the Company has not made any issue of equity shares with differential voting Rights, Sweat Equity Shares and Employee Stock Option.

However, Company has during the year issued and allotted 4,60,000 Equity Warrants on preferential basis to the Promoters, with each warrant convertible into one Equity Share of the Company of nominal value of Rs. 10/- each at a price of Rs. 50/- which includes a premium of Rs. 40/- per share and 4,00,000 Equity Shares for cash at a price of Rs. 50/- per equity share (including premium of Rs. 40/- per Equity Share) on preferential basis to the Promoters.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company

believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

AUDIT COMMITTEE:

The Committee met 4 times during the year review. The said meetings were held on 30th May, 2014, 14 August, 2014, 13th November, 2014 and 12th February, 2015.

NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013 (the Act), the 'Remuneration Committee' has been re-designated as the 'Nomination and Remuneration Committee' with amended scope of powers as mandated by the Act.

The Remuneration Committee met once during the year i.e. 2014-2015

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013 (the Act), the 'Shareholders Grievance Committee' has been re-designated as the 'Stakeholders Relationship Committee' with amended scope of powers as mandated by the Act.

MANAGERIAL REMUNERATION:

The Company has disclosed the Managerial Remuneration in the Annual Report.

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.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

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.

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.

AUDITORS

M/s. B. V. Shah & Associates, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Company has obtained an eligibility certificate from them of their re-appointed it would be in accordance with the prescribed limits specified under section 139 of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed S. G. and Associates, Practicing Company Secretaries (Mumbai) to undertake the Secretarial Audit of the Company for the Financial Year 2014-2015. The Secretarial Audit report i.e. Form MR-3 is annexed herewith.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return i.e. Form MGT-9 is forming the part of this Annual Report and is annexed herewith.

RISK MANAGEMENT POLICY:

The company has framed a risk management policy and the same is available on the website of the Company. The Company believes that risk should be managed and monitored on a continuous basis. As a result, the Company has designed a dynamic risk management framework to allow managing risks effectively and efficiently, enabling both short term and long term strategic and business objectives to be met.

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.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors i.e. B.V.Shah & Associates (Chartered Accountants) regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 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- Sunder. K. Moolya Whole Time Director DIN:02926064

-Sd- Santosh Borkar Director DIN:03134348

Date: 24th August, 2015

Place: Mumbai