The Board of Directors present their 31st Annual Report together withAudited Financial Statements for the year ended 31st March 2020.
1. operations and financial results
| ||Year Ended 31/03/2020 ||Year Ended 31/03/2019 |
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Sales ||3734.35 ||3961.97 |
|Other Income ||3.47 ||3.73 |
|Profit/(Loss) for the year before Depreciation Exceptional Items &Tax ||39.19 ||(14.41) |
|Less : Depreciation ||23.15 ||24.91 |
|Profit /(Loss) before Tax ||16.04 ||(39.32) |
|Less : Provision for Tax ||0.54 ||0.00 |
|Profit /(Loss) after tax ||15.50 ||(39.32) |
|Tax adjustments for earlier years ||0.21 ||0.00 |
|Profit/(Loss) for the year ||15.71 ||(39.32) |
|Mat Credit ||0.00 ||56.45 |
|Profit / (Loss) Brought forward from Previous Year ||(14.84) ||(31.97) |
|Profit/ (Loss) carried to Balance Sheet ||0.87 ||(14.84) |
Due to the lockdown in the country from March 2020 till date the working of thecompany has been severely affected. The Factory and the Registered Office of the Companyremained closed for a substantial period. Partial production was restored in May 2020 withvery limited man power. The fixed expenses and overheads could not be recovered withoutany corresponding revenue .The Company expects the working to improve gradually in theforthcoming months.
The company has produced 3971.39 tons against 3642.30 tons during the previous yearresulting in sales turnover of Rs. 3734.35 Lakh as against Rs. 3961.97 Lakh during theprevious year. Even though the volume had increased the prices of raw material andfinished goods had reduced by about 10 % during the year under review.
In order to conserve the resources the Directors do not recommend any dividend.
4. 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 re-appointment pursuant toSection 152 of the Companies Act 2013
Mr. Kiron Basty Shenoy (DIN 08582581) Additional Director appointed in the BoardMeeting held on 04th November 2019 is proposed to be appointed as anIndependent Director of the Company who shall not be liable to retire by rotation and inrespect of whom the Company has received notice proposing his candidature under Section160 of the Companies Act 2013 along with requisite deposit for a tenure of 5 years. TheBoard recommends his appointment as an Independent Director to the members.
Mr. Sandeep S. Gupta Company Secretary and Compliance Officer of the Company hadresigned on 2nd May 2019. The Board of Directors had appointed Mr. Manish P.Heda on 2nd May 2019 as Company Secretary and Compliance Officer
|Sr. No. Name of Director and Key Managerial 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 ||Non-Executive Independent Director |
|4. Mr. Nitin I. Parikh ||Non-Executive Independent Director |
|5. Mr. Kiron Basty Shenoy ||Additional Director (Non-Executive Independent Director) |
|6. Mr. Vivek Mane ||Chief Financial Officer |
|7. Mr. Manish P. Heda ||Company Secretary and 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 contribution of the directorat the meetings strategic perspective or inputs regarding the performance of the Companyetc.
The same is found to be satisfactory.
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 subsection (6) of Section 149.
5. AUDITORS :
The appointment of M/s. K.S. Maheshwari & Co. Chartered Accountants StatutoryAuditors of the Company is valid upto conclusion of ensuing Annual General Meeting. Beingeligible they offer themselves for re-appointment. Directors recommend theirre-appointment as Statutory Auditors of the Company from the conclusion of this AnnualGeneral Meeting until the conclusion of the next Annual General Meeting.
6. DEPOSITS :
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.
7. particulars of loans guarantees or investments :
The details required are given in the notes to the financial statements.
8. 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 2020 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 2020 and of the loss of thecompany 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.
9. 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.
10. 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.
11. 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 three Independent Directors namely Shri Dinesh P.Turakhia Chairman Shri Nitin I. Parekh and Mr. Kiron B Shenoy and also Shri Jitendra K.Vakharia Managing Director as member. All recommendations made by the Audit Committee wereaccepted by the Board.
DEtails of EstablishmENt of vigil mEchamsm 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. Dinesh P. Turakhia 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. Dinesh P.Turakhia Independent Director is the Chairman ofthe said Committee and Mr. Nitin I. Parekh Independent Director and Mrs. Varsha J.Vakharia Director are the members of the Committee. The Committee has framed a policy todetermine the qualification and attributes for appointment and basis of determination ofremuneration of all the Directors Key Managerial Personnel and other employees.
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. Dinesh P. TurakhiaIndependent Director as the Chairman of the Committee and Mr. Jitendra K. VakhariaManaging Director and Mrs. Varsha J. Vakharia Director as the members of the Committee.The role of the Committee is to consider and resolve securities holders' complaints. Thecomplaints are responded and resolved within the time frame provided.
12. secretarial auditor & secretarial audit report
The Board has appointed M/s. Sindhu Nair & Associates Practising CompanySecretary to conduct Secretarial Audit for the financial year 2019-20 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 2020 is annexed herewith marked as AnnexureB to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
13. meetings of the board of directors
The Board of Directors duly met 5 times during the financial year from 1stApril 2019 to 31st March 2020. The dates on which the meetings were held areas follows:-
02nd May 2019 25th May 2019 07th August 2019 04thNovember 2019 and 7th February 2020.
14. extract of annual return
Extract of Annual Return of the Company is annexed herewith as Annexure C to thisReport.
15. 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.
16. corporate social responsibility
Provisions of section 135 of the Companies Act 2013 are not applicable to the company.
17. corporate governance
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) of subregulation (2) of regulation 46 and para C D and E of Schedule Vare not applicable to the Company as company's paid up capital is less than Rs.10 croresand net worth is less than Rs. 25 crores.
Management Discussions and Analysis Report is attached herewith as Annexure D
18. particulars of contracts or arrangements withrelated parties referred to in section188(1) 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 E. All related party transactions are presented to theAudit Committee and the Board if required for approval. Related party transactions policyas approved by the Board is uploaded on the Company's website at the www.everlon.in.
19. internal financial control
Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business.
20. directors remuneration
Remuneration policy for Directors Key Managerial Persons and other employees isattached herewith as Annexure F.
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 G.
21. CODE OF CONDUCT
Declaration by Managing Director under Para D of Schedule V of Listing Regulations2015.
"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."
22. 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 ||429 ||71880 |
|No. of shareholder's request received for transfer of shares during the year ||1 ||60 |
|No. of shareholders to whom shares transferred during the year ||1 ||60 |
|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 owners ofsuch shares claim the shares.
23. 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.
24 GENERAL DISCLOSURES
No disclosure is required in respect of following matters:-
(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.
The Directors wish to place on record appreciation for the efforts put in by all theemployees of the Company. They are thankful to Company's Bankers for the support extendedto the company.