The Board of Directors present their 32nd Annual report together withAudited Financial Statements for the year ended 31st March 2021.
1. operations and financial results
|Particulars ||Year Ended 31/03/2021 (Rs. in Lakhs) ||Year Ended 31/03/2020 (Rs. in Lakhs) |
|Sales ||3404.05 ||3734.35 |
|Other Income ||12.97 ||3.47 |
|Profit/(Loss) for the year before Depreciation ||132.55 ||39.19 |
|Exceptional Items & Tax || || |
|Less : Depreciation ||21.85 ||23.15 |
|Less:-Exceptional Income / (Loss) ||(80.59) ||0.00 |
|Profit /(Loss) before Tax ||30.11 ||16.04 |
|Add/Less : Provision for Tax ||(5.20) ||0.54 |
|Profit /(Loss) after tax ||24.91 ||15.50 |
|Add/Less:-Tax adjustments for earlier years ||(16.61) ||0.21 |
|Profit/(Loss) for the year ||8.30 ||15.71 |
|Mat Credit ||5.08 ||0.00 |
|Profit / (Loss) Brought forward from Previous Year ||0.87 ||(14.84) |
|Profit/ (Loss) carried to Balance Sheet ||14.25 ||0.87 |
2. COVID -19 impact
The outbreak of Coronavirus (COVID-19) pandemic globally and in India has resulted inslow down of economic activities. The Company has evaluated the impact of this pandemic onits business operations during the year ended March 31 2021. COVID-19 is significantlyimpacting business operation of the companies by way of interruption in productionsupply chain disruption unavailability of personnel closure / lockdown of productionfacilities etc. The pandemic has materially impacted revenues of the Company for the yearended March 31 2021. The extent to which the pandemic will impact Company's results willdepend on future developments which are highly uncertain including among things anynew information concerning the severity of the COVID-19 pandemic and any action to containits spread or mitigate its impact whether government mandated or elected by the Company.Given the uncertainty over the potential macro-economic condition the impact of globalhealth pandemic may be different from that estimated as at the approval of these financialstatements and the Company will continue to closely monitor any material changes to futureeconomic conditions.
3. performance & significant development
The company has produced 3260.53 tons against 3971.39 tons during the previous yearresulting in sales turnover of Rs. 3404.05 Lakh as against Rs. 3734.34 Lakh during theprevious year.
The Board of Directors of the Company at its meeting held on 28th June 2021 hadsubject to approval of members of the Company by way of special resolution and otherstatutory regulatory or governmental authorities as may be required under applicablelaws approved sell / transfer / dispose-off the whole or
substantially the whole of the Land Buildings and Plant and Machinery. other assetsand Capital work in progress lying at manufacturing facilities of the company situated atPlot No.265/7/1 Demni Road Dadra- 396 191 Silvassa (Union Territory of Dadra &Nagar Haveli) ("Undertaking") on a slump sale basis as a going concern and on an"as is where is" basis for a consideration of Rs. 52100000/- (Rupees FiveCrore Twenty one Lacs) to Vishnu Laxmi Textiles Industries Private Limited on such termsand conditions as may be deemed fit by the Board.
The Company will be discontinuing its yarn manufacturing business and will pursue NewObject related to NBFC activity. In view of the above the company will make necessaryapplication to Reserve Bank of India in terms of sub-section (2) of section 45-IA ofReserve Bank of India Act 1934 for issue of Certificate of Registration as a Non-BankingFinancial Institution (Non-Deposit taking).
The Board of Directors of your Company has not recommended any dividend for theFinancial Year 2020
5. directors & key managerial personnel
A) Changes in Directors and Key Managerial Personnel
Mrs. Varsha Jitendra Vakharia (DIN: 00052361) is liable to retire by rotation at theensuing Annual General Meeting and being eligible seeks reappointment pursuant to Section152 of the Companies Act 2013.
Mr. Dinesh Parmanand Turakhia (DIN: 07898952) Independent Director of the Companyceased to be the Director of the Company due to his sudden demise with effect from 21stMarch 2021. The Directors place on record their deep appreciation for his valuableguidance and assistance received during his tenure as Independent Director andMember/Chairman of various committees of Director of the company.
During the year under review Mr. Kiron Basty Shenoy (DIN 08582581) was appointed asIndependent Director of the company for the first term of 5 years w.e.f. 11thSeptember 2020 pursuant to the resolution passed by the shareholder in the last AnnualGeneral meeting held on 11th September 2020.
The Board of Directors of the Company at its meeting held on 28th June2021 has subject to the approval of members re-appointed Mr. Nitin I. Parikh ( DIN00087248) to hold office as Independent Director for a second term of 5 (five)consecutive years on the Board of the Company commencing from conclusion of this AGM ofthe Company as recommended by the Nomination and Remuneration Committee of the Board andapproved by the Board. It is proposed to seek members' approval for the re-appointment ofMr. Nitin I. Parikh ( DIN 00087248) as an Independent Director of the Company for asecond term of 5 (five) consecutive years in terms of the applicable provisions of theAct.
Mr. Manish Heda Company Secretary and Compliance officer of the Company had resignedon 17th August 2020 and Mr. Tejendra Jadeja was appointed as the Company Secretary andCompliance officer of the Company w.e.f. 17th August 2020. Mr. TejendraJadeja Company Secretary and Compliance officer of the Company had resigned on 21stOctober 2020 and Mr. Kiran Sawant was appointed as the Company Secretary and Complianceofficer of the Company w.e.f. 22nd October 2020.
|Sr. Name of Director and Key Managerial No. Personnel ||Category and Designation |
|1. Mr. Jitendra K. Vakharia ||Promoter and Managing Director |
|2. Ms. Varsha J. Vakharia ||Promoter and Director |
|3. Mr. Dinesh P. Turakhia (upto 21st March 2021) ||Non-Executive Independent Director |
|4. Mr. Nitin I. Parikh ||Non-Executive Independent Director |
|5. Mr. Kiron Basty Shenoy ||Non-Executive Independent Director |
|6. Mr. Vivek Mane ||Chief Financial Officer |
|7. Mr. Kiran Sawant ||Company Secretary & Compliance Officer |
B) Board Evaluation:
The Company has devised a policy for performance evaluation of its individualdirectors the Board and the Committees constituted by it which includes criteria forperformance evaluation.
The Board has carried out an annual evaluation of its own performance working of itsCommittees and the Directors individually in line with the requirements of the Act andListing Regulations.
The Directors were provided with structured questionnaire to record their views. Thereports generated out of the evaluation process were placed before the Board at itsmeeting and noted by the Directors. The evaluation process was attentive on variousaspects of the functioning of the Board and its Committees such as experience andcompetencies performance of specific duties and obligations of the Board & itsCommittees and governance issues etc. The Board also carried out the evaluation of theperformance of Individual Directors based on criteria such as Leadership initiativeInitiative in terms of new ideas and planning for the Company Timely inputs on theminutes of the meetings of the Board and Committee etc. The same is found to besatisfactory.
C) Declaration by an Independent Direetor(s)
All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6) of Section 149. In terms ofSection 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules 2014 Independent Directors of the Company have confirmed that they haveregistered themselves with the databank maintained by The Indian Institute of CorporateAffairs Manesar (IICA'). The Independent Directors are also required to undertakeonline proficiency self-assessment test conducted by the IICA within a period of Two yearsfrom the date of inclusion of their names in the data bank unless they meet the criteriaspecified for exemption. All the Independent Directors of the Company are exempt from therequirement to undertake online proficiency self assessment test. The Board is of theopinion that the Independent Directors of the Company holds highest standards ofintegrity expertise and experience (including the proficiency) required to fulfil theirduties as Independent Directors
6. AUDITORS :
At the Annual General Meeting held on September 11 2020 M/s. K.S Maheshwari &Co. Chartered Accountants (Firm Registration No. 105846W) were appointed as StatutoryAuditors of the Company to hold office till the conclusion of the Annual General Meetingto be held in the calendar year 2021.
The Board of Directors had appointed M/s. B. L. Dasharda and Associates. CharteredAccountants (Firm Registration No.112615W) as Statutory Auditors in place of retiringStatutory Auditor M/s. K.S Maheshwari & Co. Chartered Accountants Firm RegistrationNo. 105846W to hold office for period of 3 (Three Years) from the conclusion of this 32ndAnnual General Meeting until the conclusion of the 35th Annual General Meeting to be heldin the year 2024 subject to approval by shareholders in ensuing 32nd AnnualGeneral Meeting of the Company
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. particulars of loans guarantees or investments :
The details required are given in the notes to the financial statements.
9. directors responsibility statement
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:-
a) in the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards have been followed and there are no material departuresfrom the same.
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state affairs of the Company as at March 31 2021 and of the profit ofthe company for the year ended on that date.
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
10. auditors report
Auditors notes are self-explanatory and do not call for any further comments. There areno qualifications in Auditors Report. There are no frauds reported by Auditors u/s.143(12)of the Companies Act 2013.
11. conservation of energy technology absorption and foreign exchange
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure A to this report.
12. details of committees of the board
The Board has constituted the Audit Committee Nomination and Remuneration Committeeand Stakeholders' Relationship Committee. The Composition of aforesaid committees andcompliances as per the applicable provisions of the Companies Act 2013 and the Rulesmade under and Listing / Regulations are as follows:
A. Audit CommittEE:
The Audit Committee comprises of two Independent Directors namely Mr. Nitin I. ParekhChairman and Mr. Kiron B Shenoy and also Shri Jitendra K. Vakharia Managing Director asmember. All recommendations made by the Audit Committee were accepted by the Board. Due tosad demise of Mr. Dinesh Parmanand Turakhia (DIN: 07898952) Chairman Audit Committee Mr.Kiron Basty Shenoy was appointed as New Chairman of Audit Committee.
DEtails of EstablishmENt of vigil mEehaNism foR diRECtoRS aNd EmployEEs:
The Company has established vigil mechanism pursuant to Section 177(9) of the CompaniesAct 2013 for Directors and Employees to report their concerns and has also taken steps tosafeguard any person using this mechanism from victimization and in appropriate andexceptional cases there is direct access to approach Mr. Kiron Basty Shenoy Chairpersonof the Audit Committee.
B. Nomination and remuneration committee:
The Board has constituted Nomination and Remuneration Committee under Section 178 ofthe Companies Act 2013. Mr. Nitin I. Parekh Independent Director is the Chairman of thesaid Committee and Mr. Kiran Shenoy Independent Director and Mr. Jitendra K. Vakhariaand Mrs. Varsha J. Vakharia Director are the members of the Committee. The Committee hasframed a policy to determine the qualification and attributes for appointment and basis ofdetermination of remuneration of all the Directors Key Managerial Personnel and otheremployees.
Due to sad demise of Mr. Dinesh Parmanand Turakhia (DIN: 07898952) Chairman Nominationand Remuneration Committee Mr. Kiron Basty Shenoy was appointed as New Chairman ofCommittee and also appointed as member of the committee.
Criteria for Determining Qualifications Positive Attributes Independence and OtherMatters Concerning a Director:
In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) ofCompanies Act 2013 the Nomination and Remuneration Committee while appointing aDirector takes into account the following criteria for determining qualificationspositive attributes and independence:
Qualification: Diversity of thought experience industry knowledge skills and age.
Positive Attributes: Apart from the statutory duties and responsibilities theDirectors are expected to demonstrate high standard of ethical behaviour goodcommunication and leadership skills and take impartial judgment.
Independence: A Director is considered Independent if he/she meets the criteria laiddown in Section 149(6) of the Companies Act 2013 the Rules framed thereunder andRegulation 16(1)(b) of the Listing Regulations 2015.
C. Stakeholder's Relationship Committee:
The Stakeholder's Relationship Committee comprises of Mr. Jitendra K.Vakharia ManagingDirector and Mrs. Varsha J. Vakharia Non Executive Director as the members of theCommittee. The role of the Committee is to consider and resolve securities holders'complaints. The complaints are responded and resolved within the time frame provided. Dueto sad demise of Mr. Dinesh Parmanand Turakhia (DIN: 07898952) Chairman Stakeholder'sRelationship Committee Mrs. Varsha J. Vakharia was appointed as New Chairman of thecommittee.
13. secretarial auditor & secretarial audit report
The Board has appointed M/s. Sindhu Nair & Associates Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2020-21 as required u/s.204 of the Companies Act 2013 and the rules framed thereunder. The Secretarial AuditReport for the financial year ended March 31 2021 is annexed herewith marked as AnnexureB to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
14. meetings of the board of directors
The Board of Directors duly met 6 times during the financial year from 1stApril 2020 to 31st March 2021. The dates on which the meetings were held areas follows:-
21st July 2020 17th August 2020 11th September 202022nd October 2020 10th November 2020 and 04th February2021.
15. annual return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 and Extract of Annual Return in MGT-9 is available on the Company'swebsite on http://www.everlon.in.
16. risk management plan
There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. There are no risks which threaten the existence of the company.
17. corporate social responsibility
Provisions of section 135 of the Companies Act 2013 are not applicable to the company.
18. corporate governance report and management discussion and analysis report
The Company is adhering to good corporate governance practices in every sphere of itsoperations. The corporate governance provisions as specified in regulations 17 to 27 andclauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para C D and E ofSchedule V are not applicable to the Company as company's paid up capital is less thanRs.10 crores and net worth is less than Rs. 25 crores.
Management Discussion and Analysis Report as required under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is enclosed as Annexure C
19. particulars of contracts or arrangements withrelated parties referred to in sectioni88(i) of the companiesact 2013
All the related party transactions are entered on arm's length basis and in ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and listing regulation. Form AOC -2 in terms of Section 134 of the Act read withRule 8 of the Companies (Accounts) Rules 2014 giving details of contract or arrangementis attached herewith as Annexure D. All related party transactions are presented to theAudit Committee and the Board if required for approval.
20. internal financial control
The Company has an Internal Control System which is commensurate with the size scaleand complexity of its business operations. To maintain its objectivity and independencethe Internal Auditor reports to the Audit Committee. The Internal Auditor monitors andevaluates the efficacy and adequacy of the internal control system in the Company itscompliance with operating systems accounting procedures and policies. Based on the reportof the Internal Auditor process owners undertake corrective action in their respectiveareas and thereby strengthen the controls.
21. internal auditors
The company has appointed M/s. R. Thakkar and Co. Chartered Accountants Mumbai asInternal Auditors for financial year 2021-22.
22. PARTICULARS OF EMPLOYEES AND DIRECTORS REMUNERATION
Shri. Jitendra K. Vakharia ( DIN : 00047777) was appointed as Managing Director of theCompany for a period of 3 years effective from October 01 2019 on monthly salary ofRs.50000 p.m. Shri. Jitendra K. Vakharia decided not to draw any salary from the companyin the capacity of Managing Director of the company w.e.f. July 01 2021.
Remuneration policy for Directors Key Managerial Persons and other employees isattached herewith as Annexure E.
Particulars of Directors Remuneration as required u/s. 197(12) read with Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attachedherewith as Annexure F.
23. CHANGE IN NATURE OF BUSINESS
There is no change in nature of Business of the Company during the year under review.
24 CODE OF CONDUCT
The Company has obtained declaration from Managing Director under Para D of Schedule Vof Listing Regulations 2015 in respect of compliance of Code of conduct during the yearunder review
"I hereby declare that all the Board members and Senior Management Personnel ofthe Company have affirmed compliance with the code of conduct of Board of Directors andSenior Management."
25. FAMILIARISATION PROGRAMME FOR DIRECTORS
The Members of the Board of the Company are afforded many opportunities to familiarisethemselves with the Company its Management and its operations. The Directors are providedwith all the documents to enable them to have a better understanding of the Company itsvarious operations and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles andresponsibilities at the time of their appointment through a formal letter of appointmentwhich also stipulates various terms and conditions of their engagement.
Executive Directors provide an overview of the operations and familiarise the newIndependent and NonExecutive Directors on matters related to the Company's values andcommitments. They are also introduced to the organisation structure constitution ofvarious committees board procedures risk management strategies etc The policy onCompany's familiarization program for Independent Directors is posted on Company's websiteat www.everlon.in
26. EQUITY SHARES IN UNCLAIMED SUSPENSE ACCOUNT UNDER REGULATION 39 AND SCHEULDE VI OFLISTING REGULATIONS
Details of Equity shares in Unclaimed Suspense Account under Regulations 39 andSchedule VI are as follows:-
|Description ||No. of Records ||No of Equity Shares of Rs.10/- each |
|No. of shareholders and outstanding shares at the beginning of the year ||428 ||71820 |
|No. of shareholder's request received for transfer of shares during the year ||NIL ||NIL |
|No. of shareholders to whom shares transferred during the year ||NIL ||NIL |
|No. of shareholders and outstanding shares at the end of the year ||428 ||71820 |
The voting rights on the above shares shall remain frozen till the rightful owner ofsuch shares claim the shares.
27. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand your Directors confirm compliance of the same during the year under review.
28. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There is no material change affecting the financial position of the Company which haveoccurred between the end of the financial year
29 GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year:-
(a) Subsidiary Associate or Joint Venture Company.
(b) Material orders passed by the Regulators or Courts or Tribunals.
(c) Equity shares with differential rights.
(d) Sweat equity shares.
(e) Employee Stock Options Scheme.
(f) Particulars of Employees. (no employee is in receipt of remuneration of Rs. 1.02crore p.a. or
Rs. 8.50 lakhs per month.)
(g) Company has complied with the provisions relating to constitution of Internalcomplaints committee under Sexual Harassment of Women at work place (prevention prohibition and Redressal) Act2013 (No cases filed)
(h) Maintenance of Cost Records not applicable.
(i) There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016
Your Directors are pleased to place on record their sincere gratitude to theGovernment Financial Institutions Bankers Business Constituents and Shareholders fortheir continued and valuable cooperation and support to the Company and look forward totheir continued support and co-operation in future too. They also take this opportunity toexpress their deep appreciation for the devoted and sincere services rendered by theemployees at all levels of the operations of the Company during the year.
|For and on behalf of the Board of Directors |
|Sd/ ||Sd/ |
|Jitendra K. Vakharia ||Varsha. J. Vakharia |
|Managing Director ||Director |
|(DIN 00047777) ||(DIN 00052361) |
|Place:- Mumbai |
|Date:- 21/07/2021 |