Evergreen Textiles Ltd.
|BSE: 514060||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE229N01010|
|BSE 00:00 | 08 Nov||Evergreen Textiles Ltd|
|NSE 05:30 | 01 Jan||Evergreen Textiles Ltd|
|BSE: 514060||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE229N01010|
|BSE 00:00 | 08 Nov||Evergreen Textiles Ltd|
|NSE 05:30 | 01 Jan||Evergreen Textiles Ltd|
Evergreen Textiles Limited
Your Directors have pleasure in presenting the Thirty-Four (34th) AnnualReport together with the Audited Financial Statements of the Company for the FinancialYear ended March 31 2021.
1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:
2. OPERATIONAL REVIEW:
During the year under review Your Company has not carried out any business activity.In spite of efforts in view of lack of investors the revival plan of the Company waskept on hold. The Company is exploring other modes of revenue to maximize returns to theShareholders and discussing with various investment Companies for its revival.
3. IMPACT OF COVID-19 PANDEMIC ON YOUR COMPANY:
The sudden spread of Covid-19 pandemic and consequent Country wide lockdown since March2020 has affected the world economy adversely to safeguard interest of the public atlarge from this epidemic the Indian Government including various State Governments andMunicipal Authorities have issued various advisory directives including restrictions onmovement of public and other means of transport. In accordance with the directives of theGovernment and in order to ensure health and wellbeing of all employees Work from Homepolicy was brought in place for your Company's employees.
In view of the Company does not carry out any business activities the Board ofDirectors has considered it prudent not to recommend any dividend for the Financial Yearunder review.
5. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at March 31 2021 was Rs. 48000000/- dividedinto 4800000 Equity shares having face value of Rs. 10/- each fully paid up.
During the year under review the Company has not issued shares or convertiblesecurities or shares with differential voting rights nor has granted any stock options orsweat equity or warrants. As on March 31 2021 none of the Directors of the Company holdinstruments convertible into Equity Shares of the Company.
6. TRANSFER TO RESERVES:
During the year under review the Company has not carried out business activitiestherefore the Company has not transferred any amount to Reserves.
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.
8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiaries Joint Ventures and Associate Companies.
9. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business activities during the FinancialYear2020-21.
10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors includes the Executive Non-Executive Independent Directors soas to ensure proper governance and management. The Board consists of Four
(4) Directors comprising of One (1) Executive Director Three (3) Non-ExecutiveIndependent Directors including One (1) Woman Director as on March 31 2021
After March 31 2020 Mrs. Supriya S. Chavan has resigned from the Board w.e.f.September 4 2020 and Mrs. Anita D. Karkera has been appointed on Board as an AdditionalDirector (Independent Capacity) w.e.f September 4 2020
Mr. Sitaram Baijnath Verma has been appointed as an Additional Director (IndependentCapacity) of the company w.e.f 09th February 2021.
b) KEY MANAGERIAL PERSONNEL:
The Company is having the following persons as the Key Managerial Personnel.
*Mr. Sanjivkumar Ram resigned from the position of Chief Financial Officer of theCompany w.e.f 29th June 2021 and Mr. Sushant Suresh Shinde is appointed as aNew Chief Financial Officer of the Company w.e.f 29th June 2021.
c) RE-APPOINTMENTS/APPOINTMENT/ RESIGNATION:
In accordance with the provisions of Section 152(6) of the Act and the Articles ofAssociation rotation at the forthcoming Annual General Meeting and being eligible hasoffered himself for reappointment. During the year under review there were resignationsof Mr. Sitaram Baijnath Verma Director of the Company due to personal reasons dated 10thNovember 2020. The Board of Directors on recommendation of the Nomination andRemuneration Committee again appointed Mr. Sitaram Baijnath Verma as an AdditionalDirector (Non-Executive Independent capacity) with effect from February 9 2021. In termsof Section 161 of the Act Mr. Sitaram Baijnath Verma holds office up to the date ofensuing Annual General Meeting.
d) DECLARATION BY NON-EXECUTIVE INDEPENDENT DIRECTORS:
All Non-Executive Independent Directors of the Company have given declarations thatthey meet the criteria of independence as laid down under Section 149(6) of the Act andRegulation 16(1) (b) of the Listing Regulations.
11. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed that:
(a) that in the preparation of the Annual Accounts the applicable accountingstandards had been followed along with proper explanation relating to materialdeparturesif 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
12. MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of your Company met 4 (Four) times during the Year on July 312020 September 04 2020 November 10 2020 and February 09 2021 and the gap between twomeetings did not exceed the statutory period laid down by the Companies Act 2013 and theSecretarial Standard-I issued by the Institute of Company Secretaries of India. Thenecessary quorum was present for all the meetings.
The Attendance of the Directors of the Company at the Board meetings is as under:
13. COMMITTEES OF THE BOARD:
Currently the Board has 3 (three) Committees: the Audit Committee Nomination &Remuneration Committee and Stakeholders Relationship Committee. The composition of variouscommittees and compliances as per the applicable provisions of the Companies Act 2013and the Rules there under and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 ("Listing regulations") are as follows:
The Audit Committee constituted by the Company comprises of three qualified members inaccordance with the section 177 of the Companies Act 2013 and Regulation 18 of theListing Regulations. All the members have financial and accounting knowledge.
The Committee acts as a link between the Management the Internal Auditors theStatutory Auditors and the Board of Directors of the Company. The recommendations of theAudit Committee are always welcomed and accepted by the Board and all the major stepsimpacting the Financials of the Company are undertaken only after the consultation of theAudit Committee.
The Audit Committee acts in accordance with the terms of reference specified from timeto time by the Board.
The Committee met Four (4) times during the Year on July 31 2020 September 04 2020November 10 2020 and February 09 2021 and the gap between two meetings did not exceedone hundred twenty days. The necessary quorum was present for all the meetings.
The composition of the Audit Committee and the details of meetings attended by itsmembers are given below:
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee constituted by the Company comprises of threequalified members (i.e. 3 Non-Executive Independent Directors) in accordance with thesection 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations.
The role of the committee has been defined as per section 178(3) of the Companies Act2013 and the Listing Regulations.
The Committee met Twice (2) during the Year on September 04 2021 and February 092021. The necessary quorum was present at the meeting.
The composition of the Nomination and Remuneration Committee and the details ofmeetings attended by its members are given below:
*Mrs. Anita D. Karkera is appointed as an Additional Director (Independent Capacity)ofthe Nomination and Remuneration Committee w.e.f. September 4 2020.
The Nomination & Remuneration policy is hosted on the Company's website i.e.www.evergreentextiles.in
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has constituted the Stakeholders Relationship Committee in accordance withthe Regulation 20 of the Listing Regulations and Section 178 of the Companies Act 2013.
The role and functions of the Stakeholders Relationship Committee are the effectiveredressal of grievances of shareholders debenture holders and other security holdersincluding complaints related to transfer of shares non-receipt of balance sheet non-receipt of declared dividends. The Committee overviews the steps to be taken for furthervalue addition in the quality of service to the investors.
The Company has designated the e-mail ID: firstname.lastname@example.org exclusively for thepurpose of registering complaint by investors electronically. This e-mail ID is displayedon the Company's website i.e. www.evergreentextiles.in
The following table shows the nature of complaints received from the shareholdersduring the Years 2020-2021.
There were no complaints pending for action as on March 31 2021.
The Committee met Four (4) times during the Year on July 31 2020 September 04 2020November 10 2020 and February 09 2021. The necessary quorum was present at the meeting.
The composition of the Stakeholders Relationship Committee and the details of meetingsattended by its members are given below;
INDEPENDENT DIRECTORS MEETING:
As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 and the Listing Regulations the Independent Directors of the Company shall holdat least one meeting in a Year without the presence of Non Independent Directors andmembers of the management. All the Independent Directors shall strive to be present atsuch meeting.
The Independent Directors in their meeting shall inter alia-
(a) Review the performance of non-independent Directors and the Board of Directors as awhole;
(b) Review the performance of the chairman of the listed entity taking into accountthe views of executive Directors and non-executive Directors;
(c) Assess the quality quantity and timeliness of flow of information between themanagement of the listed entity and the Board of Directors that is necessary for the Boardof Directors to effectively and reasonably perform their duties.
Independent Directors met once during the year on February 09 2021 and attended by allIndependent Directors.
15. ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Listing regulations theCompany has implemented a system of evaluating performance of the Board of Directors andof its Committees and individual Directors on the basis of evaluation criteria suggestedby the Nomination and Remuneration Committee and the Listing regulations. Accordingly theBoard has carried out an evaluation of its performance after taking into considerationvarious performance related aspects of the Board's functioning composition of the Boardand its Committees culture execution and performance of specific duties remunerationobligations and governance. The performance evaluation of the Board as a whole Chairmanand Non-Independent Directors was also carried out by the Independent Directors in theirmeeting held on February 09 2021.
Similarly the performance of various committees individual Independent and NonIndependent 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.
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and Employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee. The Whistle Blower Policy has been posted on the website of the Company(www.evergreentextiles.in).
17. RELATED PARTY TRANSACTIONS:
During the year under review your Company has not entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 and hence provisions ofSection 188 of the Companies Act 2013 are not applicable to the Company.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Your Company has neither given any loans guarantee or provided any security inconnection with a loan nor made any investments covered under the provisions of Section186 of the Companies Act 2013 during the year under review.
19. EXTRACT OF ANNUAL RETURN:
As required under Section 134(3)(a) &Section 92(3) of the Act the Annual Return isput up on the Company's website and can be accessed at www.evergreentextiles.in&Extracts of the Annual return in form MGT 9 for the Financial Year 2020-21 isuploaded on the website of the Company and can be accessed at www.evergreentextiles.in.
A) STATUTORY AUDITOR:
M/s. R. K. Khandelwal& Co. Chartered Accountants Mumbai were appointed as theStatutory Auditors of the Company at the 30th Annual General Meeting (AGM) heldon September 29 2017 and will hold office until the conclusion of the 35th AGMto be held in 2022.
The first proviso to section 139(1) of the Companies Act 2013 has been omitted videsection 40 of the Companies (Amendment) Act 2017 notified on 7thMay 2018.
Therefore it is not mandatory for the Company to place the matter relating toappointment of statutory auditor for ratification by members at every Annual GeneralMeeting. Hence the Company has not included the ratification of statutory auditors in theNotice of AGM.
The Report given by M/s. R.K. Khandelwal& Co. Chartered Accountants on thefinancial statements of the Company for the Financial Year 2020-2021 is a part of theAnnual Report. There has been no qualification reservation or adverse remark ordisclaimer in their Report.
During the Year under review the Auditors have not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
B) SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. VRG & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is appendedas Annexure A'which forms a part of this report.
c) INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit Committee hasappointed Mr. Mayur Mahadev Kadam for the Financial Year 2020- 2021 due to resignation ofMr. Hemant M. Jain as Internal Auditor of the Company.
d) COST AUDITOR:
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rulesmade there under the appointment of Cost Auditor is not applicable to the Company for theFinancial Year 2020-2021& 2021-2022.
21. 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 2020-2021.
22. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant / material orders passed by the Regulators or courts orTribunals impacting the going concern status of your Company and its operations in future.
23. 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 2021 a total of 160500Equity Shares representing 3.34% of the paid up capital of the Company were held indematerialized form with CDSL. During the year Company has making a best effort to convertall the physical share into dematerialized form.
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 electronic form.
24. 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 Non-Executive Independent Directors) Senior Management Personnel andEmployees of the Company. This will help in dealing with ethical issues and also foster aculture of accountability and integrity. The Code has been posted on the Company's website(www.evergreentextiles.in.)
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
25. 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 Chairman 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.
26. CORPORATE GOVERNANCE:
Pursuant to Regulation 15(2) of the Listing Regulations compliance with the corporategovernance provisions are not applicable to your Company as the Company's paid up EquityShare Capital does not exceed of Rs.10 Crores and net worth does not exceed of Rs.25Crores as on March 31 2021.
27. 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 Year2020 2021.
28. RISK MANAGEMENT:
Your Company recognizes 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 material risk exposures of the Companyare identified assessed quantified appropriately mitigated 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 ensureits implementation
(c) to enable compliance with appropriate regulations wherever applicable through theadoption of best practices
(d) to assure business growth with Financial stability.
29. PARTICULARS OF EMPLOYEES:
The disclosures relating to remuneration and other details as required under Section197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. Having regard to theprovisions of the second proviso to Section 136(1) of the Act and as advised the AnnualReport excluding the aforesaid information is being sent to the members of the Company.
Further Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 wasnot applicable to the Company during the Financial Year 2020-2021.
30. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH THE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
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 i.e. March 31 2021 and the date of this report.
31. BUSINESS RESPONSIBILITY REPORTING:
The Business Responsibility Reporting as required by Regulation 34(2) of the ListingRegulations is not applicable to the Company for the Financial Year ending March 312021.
32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has complied with secretarial standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.
33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at Work Place (Prevention Prohibition and Redressal) Act2013. An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. The Company affirms that during the Year under review nocomplaints were received by the Committee for redressal. The Sexual Harassment Policy hasbeen posted on the website of the Company (www.evergreentextiles.in)
34. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the Year under review asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to this 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.