As on: Mar 20, 2023 08:41 PM
Your Directors take pleasure in presenting the 31st Annual Report along with Audited Financial Statements of your Company for the financial year ended 31st March, 2022.
1. FINANCIAL RESULTS
During the year under review, your Company has achieved a total net sale of? 7,167/- lakhs and Net Profit after Tax (NP) of? 80.12 lakhs. Your directors are optimistic about the performance of the Company in the coming years. The financial highlights for the year 202122 are as under:
Standalone (in lakhs)
Consolidated (in Lakhs)
2. DIVIDEND
Your Director feel that it is prudent to plough back the profits of the Company for future growth of the Company and therefore do not recommended any dividend for the year ended 31st March, 2022.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY-
There is no change in the nature of business carried out by the Company in the Year 2021-2022.
5. RESERVES
The Company has not transferred any amount to the specific reserves during the current financial year.
6. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has subsidiary Companies, namely, Kavit Edible Oil Limited, and Kavit Trading Private Limited (formerly Kavit Infoline Private Limited). A statement containing the salient features of financial statement of our subsidiary in the prescribed format AOC-1 is appended to the financial statements of the Company.
7. CONSOLIDATED FINANCIAL STATEMENT
The Financial Statement of the Company for the Financial year 2021-22 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report.
8. PUBLIC DEPOSIT
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.
9. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186
The details of loan, Guarantee or Investment made under the provisions of Section 186 of the Companies Act, 2013 is provided in note 13 in the financial statement.
10. EXTRACT OF THE ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2022 is available on the website of the Company at www.evexialifecare.com
11. DIRECTORS& KEY MANAGEMENT PERSONNEL
I. Composition of Board & Board Meetings
The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. As on the date of this report, the Board comprises of 07 (Seven) Directors, out of which 01 is Executive Director, 01 is Non-executive Non- Independent Director and 05 are Non-Executive Independent Directors that includes one Woman Independent Director. The Chairman of the Board is an Executive Director.
The Board of Directors duly met 10 (Ten) times on 25/05/2021, 30/06/2021, 30/07/2021, 11/08/2021, 28/08/2021, 13/09/2021, 13/11/2021,06/12/2021,25/01/2022 and 04/02/2022 during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director in various companies is as follows: -
II. Inductions
The following appointments were made:
The Nomination and Remuneration Committee has recommended appointment of Mr. Anmol Shanwlesha as company secretary & Compliance officer of the company. He has taken the charge as Company Secretary and Compliance Officer w.e.f 10/01/2022.
III. Reappointment:
During the year under review, no Reappointments made in Management and Board during the year. However, after the end of the financial year Mr. Kartik Kumar Bakulchandra Mistry (DIN - 07791008) and Mr. Salil Shahshikant patel (DIN - 07371520) has been reappointed for a second term of five years w.e.f- 6th September, 2022 to 05th September, 2027 as Independent Director on the basis of recommended by Nomination and remuneration committee and Shareholders approval vide Special Resolution passed through postal ballot on 9th July, 2022.
IV. Cessations:
During the year there is no such cessations.
V. Retirement by rotation:
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Jayeshbhai Raichandbhai Thakkar (DIN: 01631093) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommend his reappointment.
VI. Familiarization Programme of Independent Directors
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and the industry as a whole The Independent Directors also meet with senior management team of the Company in informal gatherings. During the year 2021-22, the Company has conducted 4 programs for familiarizing the Directors for a total duration of 6 hours. The Policy on familiarization program for independent directors, role, and responsibility and rights of independent directors is uploaded on www.evexialifecare.com.
VII. Profile of Directors seeking appointment / reappointment
As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 31st Annual General Meeting.
VIII. Key Managerial Personnel
As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:
a) Jayesh Raichandbhai Thakkar, Managing Director.
b) Bhavesh Jayantibhai Desai, Chief Financial Officer
c) . Anmol Shanwlesha, Company Secretary and Compliance Officer
Mr. Anmol Shanwlesha appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 10/01/2022.
IX. Declaration from Independent Director
All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and in the opinion of the Board, the Independent Directors meet the said criteria.
During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.
X. Independent Directors' Meeting
The Independent Directors met on 4th February, 2022 to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors.
The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the Chairman taking into account the views of executive Directors and Non-Executive Directors and assessed the quality, quantity and timeline of flow of information between company management and Board.
12. INCREASE IN AUTHORISED SHARE CAPITAL
There was no change in the Authorised Share Capital of the Company during the year under review. However, after the end of financial year ended on 31st March, 2022, the Company has made Sub-Division of face value of Equity Shares from ? 21- each to f 1/- each with effect from 24th May, 2022 and Increased the Authorized share capital from ? 66,45,00,000 (Rupees Sixty six crore Forty five lakhs Only) to
? 86,45,00,000/- (Rupees Eighty Six Crores Forty five lakhs Only). Therefore, due to sub-division of face value of equity share capital and further increase in authorized share capital, the Authorised Equity Share Capital has been changed to ? 86,45,00,000/- (Rupees Eighty Six Crores Forty five lakhs Only) divided into 86,45,00,000 (Eighty Six Crores Farty five lakhs) Equity Shares of? 1/- (Rupee One Only} each.
13. SUB-DIVISION/SPLIT OF SHARES:
After the end of the FY 2021-22, the Company has approved subdivision of face value of Equity shares from ? 2/- each into smaller denomination of? 1/- each and accordingly equity share of Face Value of? 2/- each stand sub-divided into Two (02) equity shares of face value of ? 1/- (Rupee One Only) w.e.f. 24th May, 2022.
14. POSTAL BALLOT
During the year, pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made there under), your Company has initiated the process of postal ballot and result of the same was declared on 11th April, 2022, after conclusion of the FY2021-22. Details of notice areas below:
Date of Postal ballot Notice: 4th February, 2022 Date of declaration of result: 11th April, 2022 Voting period: 12th March, 2022 to 10th April, 2022 Date of approval: 10th April, 2022
15. AUDIT COMMITTEE
The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. The Members of the Committee are: -
Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance with Accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.
Five Audit Committee meetings were held during the year 2021-22 on 30/06/2021,11/08/2021,13/11/2021, 25/01/2022 and 04/02/2022.
16. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Company Secretary acts as the Secretary to the committee and the Committee Members are:
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the Company (www. evexialifecare.com).
Two meetings were held during the year 2021-22 on 13/09/2021 & 10/01/2022.
17. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:
The Stakeholders Relationship Committee looks into shareholders' complaints related to transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent, and recommends measures for overall improvement in the quality of investor services. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholders complaints.
Two meeting was held during the year 2021-22 at the Registered Office of the Company on 30/07/2021 & 04/02/2022.
18. RISK MANAGEMENT COMMITTEE:
The Risk Management Committee is applicable to Company w.e.f. 30/06/2021.
Company's Risk Management Framework is designed to help the organization, which meet its objective through alignment of operating controls to the mission and vision of the Group. The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.
A standard 3-step approach has been defined for risk management -
1) Risk Identification
2) Risk Assessment & Prioritization and
3) Risk Mitigation
As on the date of Report, following are the members of the Committee:
* Appointed w.e.f30.06.2021
19. COMPLIANCE OFFICER
Mr. AnmolShanwIesha, Company Secretary oftheCompany is Company Secretary and Compliance Officer oftheCompanyw.e.f 10.01.2021.
20. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD
Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member's contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.
21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position oftheCompany which have occurred between the end of the financial year of the Company and the date or report.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Company's operations in future.
23. AUDITORS
1. Statutory Auditors
Your Company at it?s at the 28th Annual General Meeting held on 28/09/2019 had appointed M/s. M Sahu & Co., Chartered Accountants as Statutory Auditors of the Company for a period of 5 consecutive years i.e., from the 28th Annual General Meeting till 33rd Annual General Meeting at a remuneration as may be fixed by the Board of Directors and Audit Committee in consultation with the Auditors thereof. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting
The qualifications, reservations or adverse remarks made by M/s. M Sahu & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report are as below:
We draw attention to the Note No 44 to the Financial results in respect of the Interest free loans granted by the Company to associates concern and others of ? 5177.01 Lakhs, the terms and conditions including repayment thereof have not been stipulated by the Company.
We draw attention to the Note No 44 to the Financial Results, which indicates that Loans receivables of? 1080.51 lakhs, which have significant increase in credit risk, in respect of which the Company has not made any assessment for expected credit loss, in accordance with the requirements of "Ind AS 109: Financial instruments"as the management considers such balances as good and recoverable in future. In the absence of such assessment for expected credit loss by the Management and any other evidence to corroborate the Management& assessment, we are unable to comment on the recoverability of these balances and the consequent impact, if any, on the provision thereon and the loss reported in the financial results.
We draw attention to the Note No 45 to the Financial Results, which indicates that Trade Receivables amounting to ? 2780.63 lakhs, which have significant increase in credit risk, in respect of which the Company has not made any assessment for expected credit loss, in accordance with the requirements of Ind AS 109: Financial instruments& as the management considers such balances as good and recoverable in future. In the absence of such assessment for expected credit loss by the Management and any other evidence to corroborate the Management's assessment, we are unable to comment on the recoverability of these balances and the consequent impact, if any, on the provision thereon and the loss reported in the financial results.
The management of thecompany would like to response the Qualifications/Observations of theStatutory Auditors in para-wise;
Reporting of Frauds by Auditors:
Pursuant to Section 134 (3) (ca) of the Companies Act, 2013, the Statutory Auditor and Secretarial Auditor have not reported any instances of fraud committed in the Company during the year under review by its Officers or Employees to the Audit Committee or Board under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
2. Secretarial Auditor
M/s. Devesh Pathak & Associates, Company Secretaries, Vadodara were appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Devesh Pathak & Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as Annexure-A.
There are qualifications, reservations or ad verse remarks made by M/s. Devesh Pathak&Associates, Company Secretaries, Secretarial Auditor of the Company in their report which are mentioned hereunder along with the explanations of the Board of Directors;
3. Cost Auditor
The provision of the section 148 of the Companies' act, 2013 read with Rules 14 of the Companies (Audit & Auditors) rules, 2014 is not applicable to the company.
4. Internal Auditor
Mr. Bhavesh Mayani is an Internal Auditor from the Financial Year 2021-22
24. PERSONNEL
The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as Annexure-B. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
25. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of the Listing Regulations is given as Annexure-C to this report.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of energy: Nil
ii. the steps taken by the company for utilising alternate sources of energy: None
iii. the capital investment on energy conservation equipment: Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption: None
ii. the benefits derived like product improvement, cost reduction, product development or import substitution: None
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
a) the details of technology imported: None
b) the year of import: N.A.
c) whether the technology been fully absorbed: N.A.
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.
e) the expenditure incurred on Research and Development: Nil
C. Foreign exchange Earnings & Outgo
Foreign Exchange Earning: NIL
Foreign Exchange Outgo: NIL
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions that were entered into during the FY 2021-22 were on an arm's length basis and in the ordinary course of business. There were no material significant transactions with its related parties during the year that required shareholders' approval under Regulation 23 of the Listing Regulations. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive in nature. Further, disclosures are made to the Committee on a quarterly basis. Details of all related party transactions form a part of the accounts as required and the same are given in financial part.
29. STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The risk management process is followed by the company to ensure timely identification, categorization and prioritization of operational, financial and strategic business risks. Teams are authorized for managing such risks and updating it to the senior management. The Board and Audit Committee review on regular basis the risk assessment in the company.
30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment.
Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
28. VIGIL MECHANISM:
The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism.
Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Company's value system and business functions and represents cherished values of the Company.
29. ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has designed and implemented a process driven framework for Internal Financial Controls ('IFC) within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended 31st March, 2022, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.
During the year, no reportable material weakness was observed.
30. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
(a) In the preparation of the annual accounts for the financial year ended 31st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures.
(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period under review.
(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
31. LISTING
The equity shares of the Company are listed on BSE and the Company has paid the annual listing fees for the year 2021-22.
32. CORPORATE GOVERNANCE
Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. The Report on Corporate Governance is attached as Annexure 'D'.
33. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the financial year ended on 31st March, 2022, there is no application made or any proceeding pending under the Insolvency And Bankruptcy Code, 2016 (31 of 2016) against the company.
34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not applicable during the year under review.
35. ACKNOWLEDGEMENT:
The Directors place on record their sincere thanks to the Bankers, business associates, consultants, customers, and employees for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.