Evergreen Textiles Ltd.
|BSE: 514060||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE229N01010|
|BSE 13:45 | 16 Aug||Evergreen Textiles Ltd|
|NSE 05:30 | 01 Jan||Evergreen Textiles Ltd|
Evergreen Textiles Ltd. (EVERGREENTEX) - Director Report
Company director report
TO THE SHAREHOLDERS
Your Directors have great pleasure in presenting the 30th Annual Report together withthe Audited Accounts for the year ended March 31 2017.
1. FINANCIAL PERFORMANCE/HIGHLIGHTS:
(Amount in Rs. In Lakhs)
2. OPERATIONAL REVIEW:
Your Company has not done any business during the year under revie In spite of effortsin view of lackof investors the Revival Plan of the Company was kept on hold. The Companyis exploring other modes of revenue to maximize returns to the Shareholders and discussingwith various investment companies for its revival.
3. DIVIDEND & TRANSFER TO RESERVES:
In view of no business your Board does not propose any dividend for the financial yearended March 312017. The Board does not propose to transfer any amount to General Reservesfor the aforesaid financial year.
4. SHARE CAPITAL OFTHE COMPANY:
The Paid up Equity Share Capital as at March 312017 was Rs.48000000/- divided into4800000 Equity shares having face value of Rs. 10/- each fully paid up.
During the year under review the Company has not issued any shares with differentialvoting rights nor granted any stock neither options nor sweat equity.
5. SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES:
The Company does not have any Subsidiaries Joint Ventures or Associate Companies.
6. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business activities during the Financial Year2016-17.
7. BOARD OF DIRECTORS:
There was no change in composition of the Board of Directors during the year.
8. DECLARATION OF INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI (LODR)Regulation 2015.
9. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act 2013 theDirectors confirm that;
(a) that in the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;
(b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
10. KEY MANAGERIAL PERSONNEL:
During the year under review the Company has not appointed any Key ManagerialPersonnel. However the Company has one Key Managerial Personnel i.e. Mr. ManjunathDamodar Shanbhag as the Managing Director of the Company. The Company is in process ofappointing Company Secretary and CFO.
11. ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual directors on the basis of evaluationcriteria suggested by the Nomination and Remuneration Committee. Accordingly the Boardhas carried out an evaluation of its performance after seeking inputs from all theDirectors taking into consideration various performance related aspects of the Board'sfunctioning composition of the Board its culture execution and performance of specificduties remuneration obligations and governance.
Similarly the performance of various committees individual independent andnon-independent Directors was evaluated by the entire Board of Directors (excluding theDirector being evaluated) on various parameters like engagement analysis decisionmaking communication and interest of stakeholders.
The performance evaluation of the Board as a whole and Chairperson and theNon-Independent Directors was also carried out by the Independent Directors in theirmeeting held on January 312017.
The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual directors.
12. NUMBER OF BOARD MEETINGS:
The Board meets at regular intervals to discuss and decide on various issues includingstrategy related matters pertaining to the business of the Company.
The Board of Directors met 4 (Four) times during the Financial Year i.e. May 302016August 122016 November 142016 and January 312017.
13. COMMITTEES OF THE BOARD:
13.1 AUDIT COMMITTEE:
The Company has a qualified and independent "Audit Committee" comprising ofIndependent and Executive Directors constituted in compliance with the provisions ofSection 177 of the Companies Act 2013 and Regulation 18 of SEBI (LODR) Regulations 2015.The Audit Committee acts in accordance with the terms of reference specified from time totime by the Board.
The Committee met 4 (Four) times during the year on i.e. May 30 2016 August 12 2016November 14 2016 and January 31 2017 where all the members of the Committee werepresent.
Attendance record at the meetings of the Audit Committee of Directors during FinancialYear 2016-17:
13.2 NOMINATION AND REMUNERATION COMMITTEE:
The Company is having "Nomination and Remuneration Committee" in accordancewith Section 178 of Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015. The Board of Directors has in place a policy which laysdown a framework in relation to remuneration of Directors Key Managerial Personnel andSenior Management of the Company. The policy lays down the criteria determiningqualifications positive attributes independence of a director and other matters pursuantto the provisions of Section 178 of the Companies Act 2013. The Committee met twiceduring the year on May 302016 and January 312017 where all the members of the Committeewere present.
Attendance record at the meetings of the Nomination and Remuneration Committee ofDirectors during Financial Year 2016-17:
13.3 STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company is having 'Stakeholders Relationship Committee1 in order toalign it with the provisions of Section 178 of the Companies Act 2013. The Committee hasbeen constituted to strengthen the investor relations and to specifically look into themechanism of redressal of grievances of shareholders pertaining to transfer of sharesnon-receipt of Annual Report issues concerning de-materialization etc. The detailsregarding composition etc. are explained in the Corporate Governance Report.
The Following table shows the nature of complaints received from the shareholdersduring the years 2016-2017.
There were no complaints pending as on 31 st March 2017.
The Committee met 4 (Four) times during the year on May 302016 August 122016November 142016 and January 312017 where all the members of the Committee were present.
14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism/Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism/Whistle Blower policyhas been posted on the website of the Company (www.evergreentextiles.in)
15. RELATED PARTY TRANSACTIONS:
There were no related party transactions entered by the Company with its Directors orRelated Parties during the financial year 2016-17 which attract the provisions of Section188 of the Companies Act 2013 and rules made thereunder.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not made loans or given guarantees or made any investments during theFinancial Year 2016-17 therefore the provisions of Section 186 of the Companies Act2013 are not attracted.
18. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 were not applicable to the Companyfor the Financial Year 2016-17.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators or Courts thatwould Impact the going status of the Company and Its future operations.
20. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return Inform MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure 'A'and forms an integral part of this Report.
21. DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository mechanism of theCentral Depository Services (India) Limited (CDSL). As a result the investors have anoption to hold the shares of the Company in a dematerialized form in such Depository. TheCompany has been allotted ISIN No. INE229N01010. As on March 31 2017 a total of 2600Equity Shares representing 0.05% of the paid up capital of the Company were held indematerialized form with CDSL.
Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronicform.
22. CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors (including Independent Directors) Senior Management Personnel and Employees ofthe Company. This will help in dealing with ethical issues and also foster a culture ofaccountability and Integrity. The Code has been posted on the Company's website
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
23. STATUTORY AUDITOR:
Your Board proposes to appoint M/s. R. K. Khandelwal 8 Co. Chartered AccountantsMumbai (Firm Registration No. 105054W) with the Institute of Chartered Accountants ofIndia) in place of M/s. S. K. Bhageria 8 Associates Chartered Accountants the retiringAuditors to hold office from the conclusion of the ensuing AGM until the conclusion ofthe 35th AGM to be held In 2022 (subject to ratification of the appointment by the membersat every AGM held after this AGM). As required under the provisions of Section 139 of theCompanies Act 2013 the Company has obtained written confirmation from M/s. S. K.Bhageria 8 Associates Chartered Accountants that their appointment if made would be inconformity with the limits specified in the said Section.
The Board places on record its appreciation for the services rendering by the retiringauditors M/s. S. K. Bhageria 8 Associates Chartered Accountants during theirtenure asthe Statutory Auditors of the Company.
The Auditors Report for the year ended 31/03/2017 does not contain any qualificationreservation 8 adverse remark
24. COST AUDIT:
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rulesmade thereunder. Cost Audit is not applicable to the Company for the financial year2016-17.
25. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed M/s. GMJ 8 Associates a firm of Company Secretariesin Practice to undertake the Secretarial Audit of the Company for the year ended March312017.
The Secretarial Audit Report is annexed herewith as Annexure 'B' and forms anintegral part to this Report.
26. AUDITOR'S / SECRETARIAL AUDITOR'S OBSERVATIONS:
The observations of the Auditors contained in their Report have been adequately dealtwith in the Notes to the Accounts which are self-explanatory and therefore do not callfor any further comments.
As required under Section 204 (1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report. The observations made by the Secretarial Auditor are because;the Company does not have any business in hand. Further the company is availing servicesof Practicing Company Secretary for compliance of the various provisions of the CompaniesAct 2013. The company is in process of appointing KMPs.
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairperson of the Audit Committee of the Board & to theManaging Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.
Based on the report of internal audit function the Company undertakes correctiveaction in their respective areas and thereby strengthens the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
28. CORPORATE GOVERNANCE:
The Regulation on Corporate Governance as stipulated in SEBI (LODR) Regulation 2015 isnot applicable to the Company for the Financial Year 2016-17.
29. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:
As there were no business activities during the year under review the requisiteinformation with regard to conservation of energy and technology absorption as requiredunder Section 134 of the Companies Act 2013 read with Companies (Account) Rules 2014 isnot applicable to the Company during the year under review.
The Company has not earned and spent any Foreign Exchange during the Financial Year2016-2017.
30. SEXUAL HARASSMENT POLICY:
The provision of Section 4 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder are not applicable tothe Company as there were no employees during the year.
31. RISK MANAGEMENT POLICY:
Your Company recognize the risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner; your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans.
The Company is having a Risk Management Policy which has been entrusted with theresponsibility to assist the Board (a) to ensure that all the current and future materialrisk exposures of the Company are identified assessed quantified appropriatelymitigated minimized and managed i.e. to ensure adequate systems for risk management (b)to establish a framework for the company's risk management process and to ensure itsimplementation (c) to enable compliance with appropriate regulations wherever applicablethrough the adoption of best practices (d) to assure business growth with financialstability.
32. PARTICULARS OF EMPLOYEES:
The provisions of Section 197 of the Companies Act 2013 read with Rules madethereunder were not attracted during the Financial Year 2016-17.
The Company's Shares are listed on BSE Limited Mumbai.
34. EVENTS SUBSEQUENTTO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthefinancial statements related and the date of the report.
Your Directors would like to express their sincere appreciation to the Company'sShareholders Customers and Bankers for the support they have given to the Company and theconfidence which they have reposed in its management for the commitment and dedicationshown by them.