Evergreen Textiles Ltd.
|BSE: 514060||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE229N01010|
|BSE LIVE 13:45 | 16 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Evergreen Textiles Ltd. (EVERGREENTEX) - Director Report
Company director report
TO THE SHAREHOLDERS
Your Directors have great pleasure in presenting the 29" Annual Report togetherwith the Audited Accounts for the year ended March 31 2016.
1. FINANCIAL PERFORMANCE /HIGHLIGHTS:
(Amount in Rs. In Lacs)
2. OPERATIONAL REVIEW:
Your Company has not done any business during the year under review. In spite ofefforts in view of lack of investors the Revival Plan of the Company was kept on hold.The Company is exploring other modes of revenue to maximize returns to the Shareholdersand discussing with various investment companies for its revival.
In view of no business your Board does not propose any dividend for the year endedMarch 312016.
4. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at March 312016 was Rs.48000000/- divided into4800000 Equity shares having face value of Rs. 101- 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 JOINTVENTURES OR ASSOCIATE 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 Year2015-16.
7. BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Supriya S. Chavan Director of the Companyretires by rotation at the forthcoming Annual General Meeting and being eligible hasoffered herself for re-appointment. The Board proposes to appoint Mrs. Supriya S. Chavanas the Independent Director of the Company for one term of Five consecutive years pursuantto approval of the Shareholders at the ensuing Annual General Meeting of the Company.
8. DECLARATION OF INDEPENDENT DIRECTORS:
All 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 yearand 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 CRO.
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 taking into consideration variousperformance related aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties remunerationobligations and governance. The performance evaluation of the Board as a whole andChairperson and the Non-Independent Directors was also carried out by the IndependentDirectors in their meeting held on February 122016.
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 Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual directors.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Company has held four (4) Board Meeting during the financial year under review.
13. COMMITTEES OF THE BOARD:
13.1 AUDIT COMMITTEE:
The Company has a qualified and independent Audit Committee comprising of Independentand Executive Directors constituted in compliance with the provisions of Section 177 ofthe Companies Act 2013 and Regulation 18 of SEBI (LODR) Regulations 2015. The AuditCommittee acts in accordance with the terms of reference specifiedfromtimetotimebytheBoard.
The Committee met 4 times during the year on 22.05.2015 12.08.2015 06.11.2015 and12.02.2016 where all the members of the Committee were present.
13.2 NOMINATION AND REMUNERATION COMMITTEE:
The Board has reconstituted the Nomination & Remuneration Committee in compliancewith the provisions of the Companies Act 2013 & SEBI (LODR) Regulations 2015.
The Board of Directors has in place a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The policy lays down the criteria determining qualifications positive attributesindependence of a director and other matterspursuanttotheprovisionsofSection178oftheCompaniesAct2013.
The Committee met 2 (Two) times during the year on 12/08/2015 and 06/11/2015 where allthe members of the Committee were present.
13.3 STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Committee has been constituted to strengthen the investor relations and tospecifically look into the mechanism of redressal of grievances of shareholders pertainingto transfer of shares non-receipt of Annual Report issues concerning de-materializationetc. The details regarding composition etc. are explained in the Corporate GovernanceReport.
The Committee met 4 (Four) times during the year on 22.05.201512.08.201506.11.2015and 12.02.2016 where all the members of the Committee were present.
14. VIGILMECHANISM/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 PARTYTRANSACTIONS:
There were no related party transactions entered by the Company with its Directors orRelated Parties during the financial year 2015-16 which attract the provisions of Section188 of the Companies Act 2013 and rules made thereunder.
16. FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits)
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not made loans or given guarantees or made any investments during theFinancial Year 2015-16 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 2015-16.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE 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. EXTRACTOFANNUALRETURN: .. ..
The details forming part of the extract of the Annual Return in form 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 312016 a total of 2100Equity Shares representing 0.04% 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 Accountsforgetting their holdings in electronic form.
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 complianca withthe Code.
M/s. S. K. Bhageria & Associates Chartered Accountants (Firm Registration No.112882W) were appointed as the Statutory Auditors of the Company at the 27th AGM totholdoffice until the conclusion of the 30th AGM are recommended for ratification ofappointment for the Financial Year 2016-17. As required under the provisions of Section139 of the Companies Act 2013 the Company has obtained written confirmation from M/s. S.K. Bhageria & Associates that their appointment if made would be in conformity withthe limits specified in the said Section.
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 year2015-16and 2016-17.
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed M/s. GMJ & Associates a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company. The SecretarialAudit Report is annexed herewith as Annexure 'B' and forms an integral part to thisReport.
26. AUDfTOR'S/SECRETARIALAUDITOR'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 net 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 becausethe 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 and also Internal Auditors.
27. INTERNAL CONTROL SYSTEMS ANDTHEIRADEQUACY:
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.
28. CORPORATE GOVERNANCE:
The Regulation on Corporate Governance as stipulated in SEBI (LODR) Regulation 2015 isnot applicable to the Company for the Financial Yfear 2015-16.
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 FinancialYear2015-2016.
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.
33. PARTICULARS OF EMPLOYEES:
The provisions of Section 197 of the Companies Act 2013 read with Rules madethereunder were not attracted during the Financial Year 2015-16.
The Company's Shares are listed on BSE Limited Mumbai.
35. 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 whichthe financial 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 and the employees for the commitmentand dedication shown by them.