BSEAGM/EGM4d ago · 31 Aug 2026, 04:14 pm
Kindly take on your record the Notice of the 48th Annual General Meeting of the Company scheduled to be held on Wednesday, 23rd September, 2026, at 11:30 am, via VC.
Garware Marine Industries Ltd · 509563
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Garware Marine Industries Ltd has announced the notice of its 48th Annual General Meeting (AGM) to be held on September 23, 2026, via video conference. The meeting will consider the re-appointment of an executive director, appointment of a non-executive independent director, and other business.
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Garware Marine Industries Ltd - 509563 - Notice Of The 48Th Annual General Meeting Of The Company.
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GARWARE MARINE INDUSTRIES LIMITED
Regd. Office: A/304, Naman Midtown, Senapati Bapat Marg, Prabhadevi (West), Mumbai — 400 013
Phone: 022 45857806; Email: investorredressal@garwaremarine.com;
Website: www.garwaremarine.com
NOTICE
NOTICE is hereby given that the Forty Eighth Annual General Meeting (AGM) of the Members of Garware
Marine Industries Limited will be held on Wednesday, 23" September, 2026 at 11:30 AM, through two-way
Video Conference (VC) / Other Audio Visual Means (OVAM) facility organized by the Company, deemed
venue to be the Company’s Registered office located at A/304, Naman Midtown, Senapati Bapat Marg,
Prabhadevi (West), Mumbai — 400 013 to transact the following business.
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2026 and Statement
of Profit and Loss and Cash Flow Statement for the year ended on that date together with the
Directors’ and Auditors’ Report thereon;
2. To appoint a Director in place of Mr. Aditya A. Garware (DIN: 00198146) who retires by rotation and
being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
3. To consider and approve the re-appointment of Mr. Shyamsunder V. Atre (DIN: 01893024) as
Executive Director, with effect from 315t October, 2026 for a period of two years and if thought fit, to
pass with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable
provisions, if any, of the Companies Act, 2013 read with Schedule V and the applicable Rules made
thereunder and other applicable Regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time and the Article No. 138 of Articles
of Association of the Company, Mr. Shyamsunder V. Atre (DIN: 01893024), be and is hereby re-
appointed as Executive Director, for a period of two years with effect from 31t October, 2026, on the
terms and conditions, including remuneration, as mentioned in the Explanatory Statement attached
to this notice, with liberty to the Board of Directors to vary, amend or revise the remuneration within
the maximum ceiling in accordance with the provisions of the Act, and as may be agreed to between
the Board of Directors and Mr. Shyamsunder V. Atre.
“RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company
be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute
discretion deem necessary, proper or desirable to give effect to the aforesaid resolution.”
4. To consider and approve the appointment of Mr. Hasan Alibhai Bhinderwala, (DIN: 06751723), as a
Non-Executive Independent Director of the Company with effect from 12th August, 2026 for a period
of five years (first term) and if thought fit, to pass with or without modification, the following Resolution
as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and
other applicable provisions of the Companies Act, 2013 (“Act’) read with the Rules framed
thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, ("LODR Regulations”) (including any statutory modification or re-enactment
thereof for the time being in force), the Articles of Association of the Company, approvals and
recommendation of the Nomination and Remuneration Committee and that of the Board of Directors,
Mr. Hasan Alibhai Bhinderwala, (DIN: 06751723), who was appointed as an Additional Director in
the capacity of Non-Executive Independent Director with effect from 12t August, 2026 and who
meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder
and Regulation 16(1)(b) of the SEBI LODR Regulations, be and is hereby appointed/ designated as
GARWARE MARINE INDUSTRIES LIMITED
Regd. Office: A/304, Naman Midtown, Senapati Bapat Marg, Prabhadevi (West), Mumbai — 400 013
Phone: 022 45857806; Email: investorredressal@garwaremarine.com;
Website: www.garwaremarine.com
a Non-Executive Independent Director of the Company for a period of five years till 11th August,
2031 (first term), and that he shall not be liable to retire by rotation.
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the
powers to any committee of directors with power to further delegate to any other Officer(s) /
Authorized Representative(s) of the Company to do all acts, deeds and things and take all such
steps as may be necessary, proper or expedient to give effect to this resolution.”
By Order of the Board of Directors
PALLAVI Dbt
SHEDGE 2y
Pallavi P. Shedge
Company Secretary
Registered Office:
A/304, Naman Midtown, Senapati Bapat Marg,
Prabhadevi (West), Mumbai — 400 013
CIN: L12235MH1975PLC018481
Date : 12t August, 2026
Place: Mumbai
GARWARE MARINE INDUSTRIES LIMITED
Regd. Office: A/304, Naman Midtown, Senapati Bapat Marg, Prabhadevi (West), Mumbai — 400 013
Phone: 022 45857806; Email: investorredressal@garwaremarine.com;
Website: www.garwaremarine.com
NOTES:
GENERAL INFORMATION
1. The Ministry of Corporate Affairs, Government of India (‘MCA”) has vide its circular No. 9/2023
dated 25 September, 2023, read with circulars dated 8 April, 2020, 13 April, 2020, 5 May, 2020,
13 January, 2021, 8 December, 2021 and 28 December, 2022 (collectively referred to as “MCA
Circulars”) allowing, inter-alia, conducting of AGMs through Video Conferencing/Other Audio-
Visual Means (“VC/ OAVM”) facility on or before September 30, 2024, in accordance with the
requirements provided in paragraphs 3 and 4 of the MCA General Circular dated 5 May, 2020.
The Securities and Exchange Board of India ("SEBI”) also vide its Circular No. SEBI/HO/CFD/
CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 (“SEBI Circular”) has provided certain
relaxations from compliance with certain provisions of the List Regulations. In compliance with
these Circulars, provisions of the Act and Listing Regulations, the 48th AGM of the Company is
being conducted through VC/OAVM facility, without the physical presence of Members at a
common venue. The deemed venue for the 48th AGM shall be the Registered Office of the
Company.
The Ministry of Corporate Affairs, Government of India ("MCA”) vide General Circular Nos.
14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020 and
09/2024 dated, September 19, 2024, (“MCA Circulars”) has allowed conduct of Annual General
Meetings ("AGM”) by Companies through Video Conferencing/ Other Audio-Visual Means (“VC/
OAVM”) facility up to September 30, 2025, in accordance with the requirements provided in
paragraphs 3 and 4 of the MCA General Circular No. 20/2020. The Securities and Exchange
Board of India (*SEBI”) also vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May
12, 2020 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 3, 2024
(“SEBI Circulars”) has provided certain relaxations from compliance with certain provisions of
the SEBI Listing Regulations. In compliance with these Circulars, provisions of the Act and the
SEBI Listing Regulations, the 48th AGM of the Company is being conducted through VC/ OAVM
facility, which does not require physical presence of members at a common venue.
2. In terms of the MCA Circulars, physical attendance of members has been dispensed with and
therefore, there is no requirement of appointment of proxies. Accordingly, the facility of
appointment of proxies by members under Section 105 of the Act will not be available for the
48th AGM. However, pursuant to Section 112 and Section 113 of the Act, representatives of the
members may be appointed for the purpose of voting through remote e-Voting, for participation
in the 48" AGM through VC/ OAVM facility and e-Voting during the 48th AGM.
3. In terms of the MCA Circulars and relevant circulars issued by SEBI, the Notice of the 48th AGM
and Annual Report for t
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