As on: May 02, 2024 01:41 AM
To,
The Members,
The Board of Directors present their 34th Annual report together with Audited Financial Statements for the year ended 31st March, 2023.
1. OPERATIONS AND FINANCIAL RESULTS
2. SIGNIFICANT DEVELOPMENT
Your company had received Certificate of Registration (COR) as Non-Banking Financial Company (NBFC) without accepting public deposits from Reserve Bank of India ("RBI") on 19" December, 2022. Accordingly the Company has commenced the operations of funding of solar plant with effect from 2nd June, 2023.
3. DIVIDEND
The Board of Directors of your Company has not recommended any dividend for the Financial Year 2022-23.
4. DIRECTORS & KEY MANAGERIAL PERSONNEL
A) Retirement by rotation
Mrs. Varsha Jitendra Vakharia (DIN: 00052361), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment pursuant to Section 152 of the Companies Act, 2013.
B) Re-Appointment of Shri. Jitendra. K.Vakharia as Managing Director of the Company:-
During the year under review, Shri. Jitendra. K.Vakharia (DIN 00047777) was re-appointed as Managing Director of the Company without any remuneration for a period of Three years with effect from October 01, 2022 pursuant to the resolution passed at the 33rd Annual General meeting of the Company held on September 29, 2022.
C) Regularisation of an appointment of Mr. Neeraj Sharma (DIN:- 00071579) as the Director of the Company:
Mr. Neeraj Sharma (DIN:- 00071579) was appointed as an Additional Director (Non-executive & NonIndependent Director ) by the Board of Directors of the Company with effect from 26th August 2022 and thereafter was regularized as an Director (Non-executive & Non-Independent Director ) at the 33rd Annual General Meeting of the Company held on September 29, 2022.
5 BOARD EVALUATION
The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation.
The Board has carried out an annual evaluation of its own performance, working of its Committees and the Directors individually in line with the requirements of the Act and Listing Regulations.
The Directors were provided with structured questionnaire to record their views. The reports generated out of the evaluation process were placed before the Board at its meeting and noted by the Directors. The evaluation process was attentive on various aspects of the functioning of the Board and its Committees, such as experience and competencies, performance of specific duties and obligations of the Board & its Committees, and governance issues etc. The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as Leadership initiative Initiative in terms of new ideas and planning for the Company, Timely inputs on the minutes of the meetings of the Board and Committee etc. The same is found to be satisfactory.
6. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and provisions of Securities and Exchange Board of India (Listing Obligations and disclosure requirements) Regulations, 2015 ("Listing Regulations")and based on the declarations received from the Independent director s, the Board of directors are of the opinion that the directors have the requisite integrity, expertise and experience including the proficiency to be the independent directors of the Company. The Board is of the opinion that the Independent Directors of the Company holds highest standards of integrity, expertise and experience (including the proficiency) required to fulfil their duties as Independent Directors
7. STATUTORY AUDITORS
M/s. B. L. Dasharda and Associates, Chartered Accountants (Firm Registration No. 112615W) were appointed as statutory auditors of the company for a period of Three Years at the 32nd Annual General meeting of the company held on August 28, 2021. There are no qualifications, reservations, observations, disclaimers or adverse remarks contained in the Auditors Report
8. DEPOSITS
During the period under review, the company has not received or accepted any deposit from Public and retained its non- acceptance of Public deposit NBFC status. The financials does not contain any figures that comes under the classification of deposits as specified under clause V of the Companies Act, 2013.
The Company is registered as NBFC- ND (MFI) and does not accept any deposit. Hence, no deposit was accepted from the public during the period ended on 31st March, 2023.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The details required are given in the notes to the financial statements.
10. DETAIL OF FRAUD AS PER AUDITORS REPORT
There was no fraud reported during the F.Y. ended 31st March, 2023. This is also being supported by the report of the auditors of the Company. There are no adverse observations/ qualifications in the Statutory Auditors report
11 DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, Directors of your Company hereby state and confirm that:-
a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards, have been followed and there are no material departures from the same.
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at March 31, 2023 and of the profit of the company for the year ended on that date.
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Act, are provided in Annexure A to this report.
13. DETAILS OF COMMITTEES OF THE BOARD
The Board has constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee. The Composition of aforesaid committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules made under and Listing / Regulations, are as follows:
A. Audit Committee:
The Audit Committee comprises of two Independent Directors namely Mr. 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 were accepted by the Board. .
Details of establishment of vigil mechanism for directors and employees:
The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act, 2013 for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases, there is direct access to approach Mr. Kiron Basty Shenoy, Chairperson of the Audit Committee.
B. Nomination and remuneration committee:
The Board has constituted Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013. Mr. Kiran Shenoy, Independent Director is the Chairman of the said Committee and Mr. Nitin I. Parekh, Independent Director and Mr. Jitendra K. Vakharia and Mrs. Varsha J. Vakharia, Director are the members of the Committee. The Committee has framed a policy to determine the qualification and attributes for appointment and basis of determination of remuneration of all the Directors, Key Managerial Personnel and other employees.
Criteria for Determining Qualifications, Positive Attributes, Independence and Other Matters Concerning a Director:
In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a Director, takes into account the following criteria for determining qualifications, positive attributes and independence:
Qualification: Diversity of thought, experience, industry knowledge, skills and age.
Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behaviour, good communication and leadership skills and take impartial judgment.
Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015.
C. Stakeholder's Relationship Committee:
The Stakeholder's Relationship Committee comprises of Mr. Jitendra K.Vakharia, Managing Director and Mrs. Varsha J. Vakharia, Non Executive Director as the members of the Committee. The role of the Committee is to consider and resolve securities holders' complaints. The complaints are responded and resolved within the time frame provided.
14. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
The Board has appointed M/s. Sindhu Nair & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2022-23, as required u/s. 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
15. MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors duly met 5 times during the financial year from 1st April, 2022 to 31st March, 2023. The dates on which the meetings were held are as follows:-
30th May 2022, 05th August 2022, 26th August 2022, 14th November 2022 and 07th February 2023.
16. ANNUAL RETURN
The Annual Return as provided under Section 92 of the Act is available on the website of the Company at http://www.everlon.in.
17. SHARE CAPITAL
During the year under review, the Authorized Share Capital of the Company has been increased from Rs. 10,00,00,000/- (Rupees Ten Crores) consisting of 1,00,00,000 (One Crore) Equity Shares of Rs.10/- (Rupees Ten) each to Rs. 25,00,00,000/- (Rupees Twenty Five Crores) consisting of 2,50,00,000 (Two Crore Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten) each pursuant to the resolution passed by the shareholders at the 33rd Annual General Meeting of the Company held on September 29, 2022.
18. RISK MANAGEMENT PLAN
There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. There are no risks which threaten the existence of the company.
19. CORPORATE SOCIAL RESPONSIBILITY
The Company, being a responsible organization, recognizes its social responsibility to contribute towards the activities for the benefit and development of the Society although, the CSR Act is not applicable on the Company as per the provisions of the Act.
20. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Company is adhering to good corporate governance practices in every sphere of its operations. The corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company as company's paid up capital is less than Rs.10 crores and net worth is less than Rs. 25 crores.
Management Discussion and Analysis Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as Annexure C
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIESACT, 2013
All the related party transactions are entered on arm's length basis and in ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and listing regulation. Form AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, giving details of contract or arrangement is attached herewith as Annexure D. All related party transactions are presented to the Audit Committee and the Board, if required for approval.
22. INTERNAL FINANCIAL CONTROL
The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.
23. INTERNAL AUDITORS
The company has appointed M/s. R. Thakkar and Co., Chartered Accountants, Mumbai, as Internal Auditors for financial year 2023-24.
24. PARTICULARS OF EMPLOYEES AND DIRECTORS REMUNERATION
Shri. Jitendra K. Vakharia ( DIN : 00047777) was re-appointed as Managing Director of the Company without any remuneration for a period of Three years with effect from October 01, 2022 pursuant to the resolution passed at the 33rd Annual General meeting of the Company held on September 29, 2022.
Remuneration policy for Directors, Key Managerial Persons and other employees is attached herewith as
Annexure E.
Particulars of Directors Remuneration as required u/s. 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached herewith as
Annexure F.
25. CHANGE IN NATURE OF BUSINESS
The company had sold its manufacturing facilities situated at Silvassa in Dec.2021 and hence the company exited the business of manufacturing Polyester Texturized Yarn.
The company has commenced Non-Banking Financial business and received Certificate of Registration (COR) as Non-Banking Financial Company (NBFC)- - Micro Finance Institution without accepting public deposits from Reserve Bank of India ("RBI") on 19" December, 2022.
26. COMPLIANCE WITH NBFC REGULATIONS
Your Company has complied and continues to comply with all the regulatory requirements applicable to Non- Banking Financial Institutions as per Reserve Bank of India's guidelines pertaining to NonPerforming Assets, Know Your Customer, Loan to Value, Fair Practices Code, Capital Adequacy, Leverage Ratios etc.
27 CODE OF CONDUCT
The Company has obtained declaration from Managing Director under Para D of Schedule V of Listing Regulations 2015 in respect of compliance of Code of conduct during the year under review.
28. FAMILIARISATION PROGRAMME FOR DIRECTORS
The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.
Executive Directors provide an overview of the operations and familiarise the new Independent and NonExecutive Directors on matters related to the Company's values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies, etc The policy on Company's familiarization program for Independent Directors is posted on Company's website at www.everlon.in
29. EQUITY SHARES IN UNCLAIMED SUSPENSE ACCOUNT UNDER REGULATION 39 AND SCHEULDE VI OF LISTING REGULATIONS
Details of Equity shares in Unclaimed Suspense Account under Regulations 39 and Schedule VI are as follows:-
The voting rights on the above shares shall remain frozen till the rightful owner of such shares claim the shares.
30. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has duly complied with the applicable provisions of Secretarial Standard - 1 on meetings of Board of Directors and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.
31. 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 have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
w) GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following 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. 1.02 crore p.a. or Rs. 8.50 lakhs per month.)
(g) Company has complied with the provisions relating to constitution of Internal complaints committee under Sexual Harassment of Women at work place (prevention , prohibition and Redressal) Act,2013 (No cases filed)
(h) Maintenance of Cost Records is not applicable.
(i) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016
32 ACKNOWLEDGEMENT
Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers, Business Constituents and Shareholders for their continued and valuable cooperation and support to the Company and look forward to their continued support and co-operation in future too. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.
For and on behalf of the Board of Directors