REPORT ON CORPORATE GOVERNANCE:
Corporate Governance and Statement on Company's philosophy on Code of Governance:
1. COMPANY'S PHILSOPHY:
Evergreen Textiles Limited aims at ensuring high ethical standards in all areas of its business operations to enhance its stake holder's value.
2 BOARD OF DIRECTORS:
The Company presently has three Directors. All Directors are Independent, Non Executive Directors and are professionals with expertise and experience in general corporate management finance and other allied fields.
As per clause 49 of the Listing Agreement, if the Chairman is the Non Executive at least one third of the Board should consist of Independent and Non Executive Directors. In case of Evergreen Textiles Limited, all Directors are Independent and Non Executive Directors which is very much in Compliance of the Listing Agreement
Duringthe Financial Year ended 31st March,2014, 5 (Five) Board meetings were held on 16.04.2013,28.05.2013,31.07.2013,28.10.2013 and 31.01.2014.
Detailed Agenda is circulated / sent to the members of the Board in advance. The Board deliberates and decides on ail the topics / matters including those suggested in the Listing Agreement as and when the requirement arises.
3. AUDIT COMMITEE:
The total strength of the Audit Committee is three. The said committee was constituted to exercise powers and discharge functions as stipulated in Clause 49 of the Listing Agreement, and other relevant statutory and regulatory provisions.
The Chairman of the Audit Committee is an Independent/Non Executive Director, and the other two members are also Non-Executive / Independent Directors.
During the relevant financial year, Five Audit Committee Meetings were held on 16.04.2013,28.05.2013,31.07.2013,28.10.2013 and 31 01.2014.
The constitution of the Committee as on 31 st March, 2014 and the attendance of each member of the Committee is given below
Name of the Members Status No. of Meetings attended
Mr. Rajendra Bolya Chairman 5 ^
Mr. M. D. Shanbhag Member 5
Mr. Sitaram Verma Member 5
4. REMUNERATION COMMITTEE
The Directors have decided that till the financial crisis is sorted / solved, they will not draw any remuneration from the Company. So the Remuneration Committee was not set up during the year under review.
5. SHARE HOLDERS GRIEVANCE/ SHARE TRANSFER COMMITTEE (NOW KNOWN AS STAKEHOLDERS RELATIONSHIP COMMITTEE)
Share Holder's Grievance Committee The total strength of the Committee is three. The said committee was constituted to exercise powers and discharge functions related to Shareholders grievances and related matters. The Chairman of the Audit Committee is an Independent/Non Executive Director, and of the other two members are also Non-Executive /
a) There were no transactions of material nature other than reported under "Related Party Disclosures* that have been entered into by the Company with the promoters, directors, their relatives and the management and in any Company in which they are interested, that may have potential conflict with the interest of the Company.
b) Details on the use of proceeds from public issues, right issues, preferential issues etc. NIL
Details of non-compliances, penalties etc. imposed on the Company by SEBI or Stock Exchange or any other statutory authority on any matter related to capital market, during the last three years:
The Company has complied with the requirements of the Stock Exchange, SEBI, and other Statutory Authorities on all matters relating to Capital Markets during the last three years.
8. MEANS OF COMMUNICATION:
The Company informs the quarterly / half yearly / annual results to the Stock Exchanges. The Management Discussion and Analysis is a part of the Annual Report
GENERAL SHAREHOLDER'S INFORMATION:
a) Date & time AGM : September 26th, 2014, at 4 p.m.
b) Venue : Registered Office, Podar Chambers, 4th Floor, 109, S A Brelvi Road, Fort, Mumbai-400 001.
c) Fmandal Year : 1stApril2013to31stMarch2014.
d) Date of Book Closure : 24/09/2014 to 26AJ9/2014 [Both days inclusive],
e) Listing on Stock Exchanges The Stock Exchange, Mumbai.
0 Listing Fees Listing fees for BSE Limited has been paid.
g) Stock code : (BSE) 514060
h) ISIN No : INE229N01010
DIVIDEND : The Company Has Not Proposed/ Declared Any Dividend During The Year
i) SHARE PRICE MOVEMENTS:
There was no trading of the scripts at the Stock Exchange(s) during the year. The data regarding the price movements are not available, and the management is unable to provide the statement showing the monthly high and low price of the script of the Company as required in the Listing Agreement
m) Snare Transfer System:
Share Transfer Requests are received at the registered office of the Company as well as directly at RTAs office. RTAdoes the verification and processing of documents. In order to comply with the requirements of SEBI Circular Nos. CIR/MIRSD/8/2012 dated July 5,2012 to effect transfer of shares within 15 days, the RTA has been authorised to process, approve and effect transfer of shares on behalf of the Company at fortnightly intervals. The share certificates duly endorsed for transfer are returned to shareholders within stipulated time of 15 days,
n) Financial reporting for 2014-2015:
*financial reporting for the quarterendey : June30,2014 Mid of Aug., 2014
•*financial reporting for the quarterended : Sept.30,2014 Mid of Nov., 2014
* financial reporting for the quarterended Dec.31,2014 Midof Feb., 2015
'Financial reporting for the year ended March 31,2015 EndofMay.2015
• Annual General Meeting for the year ended March 31,2015 EndofSep.,2015
o) Plant Locations: Plot No.B-5 & B-6, Midc Industrial Area, Mahad, Dist. Ratgad (Maharashtra)
p) Address for correspondence with the Company: Evergreen Textiles Limited, Podar Chambers, 109, S.A. Brelvi Road, Fort, Mumbai-400 001. Tel: 40515253 Fax: 2266 3845 E-mail id of the Company: - firstname.lastname@example.org E-mail id of the Compliance officer - email@example.com
Q) Correspondence Address Share Transfer Agents: M/S. SHAREX (INDIA) PRIVATE LTD. [Unit: Evergreen Textiles Limited] 10 Unit 1 .Luthra Ind. Premises, Safed Pool, Andheri Kuria Road, Andheri (East), Mumbai - 400 072. Tel. No.022 28515606/28515644 Email id - firstname.lastname@example.org –
i Dematertallzation of shares & liquidity:
As on March 31,2014, a total of 1,400 Equity Shares representing 0.03 % of the paid up capital of the Company were held m dematerialized form with CDSL.
COMPLIANCE WITH NON MANDATORY REQUIREMENT:
The Company has complied with all mandatory requirement of Clause 49 of the Listing Agreement with the Stock Exchange and has implemented the following non mandatory requirements:
a) AUDIT QUALIFICATION:
It is always the companies endeavor to present unqualified financial statements. There are no audit qualifications in the Company's financial statement for the year under review.
b) TRAINING OF BOARD MEMBERS:
Directors are fully briefed about all business related matters risks assessment market conditions of the product manufactured by the Company, competition and new initiative proposed by the Company.
For and on behalf of the Board
FOR EVERGREEN TEXTILES LIMITED