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Algoquant Fintech Ltd.

BSE: 505725 Sector: Others
NSE: N.A. ISIN Code: INE598D01027
BSE 00:00 | 19 May 409.70 -8.60
(-2.06%)
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NSE 05:30 | 01 Jan Algoquant Fintech Ltd
OPEN 427.80
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VOLUME 6611
52-Week high 640.00
52-Week low 35.41
P/E 59.90
Mkt Cap.(Rs cr) 330
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 427.80
CLOSE 418.30
VOLUME 6611
52-Week high 640.00
52-Week low 35.41
P/E 59.90
Mkt Cap.(Rs cr) 330
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Algoquant Fintech Ltd. (ALGOQUANTFIN) - Director Report

Company director report

To

The Members of

Hindustan Everest Tools Limited Delhi

Your Directors are pleased to present the 58th Annual Report together with AuditedFinancial Statements of the Company for the Financial Year ended 31st March 2021.

1. FINANCIAL PERFORMANCE

The Company's Financial Performance for the year ended 31st March 2021 is summarizedbelow:

Amount in Rs.

FINANCIAL RESULTS 2020-2021 2019-2020
Total Revenue from continuing operations 52103440 16077974
Total expenses from continuing operations 22465013 39395284
Profit/ (Loss) before tax from continuing operations 29638427 (23317310)
Provisions for Deferred Tax/tax expense - 107519032
Profit/(Loss) for the year from continuing operations 37443987 (130836342)
Profit/(Loss) for the year from discontinued operations (146250) (15450692)
Profit/(Loss) for the year 37297737 (146287034)

2. OPERATIONAL REVIEW

The performance of the Company during the year under consideration was satisfactory.During the year under review your Company's Total Revenue is Rs. 521.03 Lakhs incomparison to Rs. 160.78 Lakhs in the previous financial year. Company has earned a profitafter tax of Rs. 372.98 Lakhs in year under review against loss of Rs. 1462.87 Lakhs inprevious financial year.

3. IMPACT OF COVID -19

The impact of Covid on the Company is limited. There is no significant impact regardingcapital and financial resources. None of the assets are impaired. We have no threat inmeeting our financial obligations. The Company stands adequately funded to aptly supportits operating plan. It is difficult to estimate the future impact of Covid-19. We continueto keep a close eye on the situation for ensuring continued corrective action whereverrequired.

4. DIVIDEND

The Directors considered it prudent not to distribute dividend at this stage keeping inview the future plans of the company.

5. shARE CAPITAL

The Authorized Share Capital of the Company is Rs. 25000000/- (Rupees Two CroresFifty Lakh Only) comprising 1607200 Equity Shares (Sixteen Lakh Seven Thousand TwoHundred shares) of Rs. 10/- each. The Issued Subscribed and Paid-up Equity Share Capitalof the Company is Rs. 16072000/- (Rupees One crore Sixty Lakh Seventy-Two Thousandonly) consisting of 1607200 Equity Shares of Rs. 10/- each.

6. AMOUNTs PROPOsEd TO BE CARRIEd TO REsERVEs

The financial performance as enumerated above does not permit any transfer to GeneralReserves.

7. MANAgEMENT dIsCUssION ANd ANALysIs/sTATE OF AFFAIRs OF ThE COMPANy

This covers all the matters on which discussion and analysis is required to be made inAnnual Report under Regulation 34(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

Your directors are actively in the process of identifying alternate line of businessbut due to the prevailing uncertain economic conditions it is considered prudent to becautious in committing to any particular line of activity till the overall economiccondition improves.

The Board is thankful to the stakeholders for standing with it. The Total no. ofemployees as on 31.03.2021wasNil.

Managements' Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming Annexure "A" to theDirector's Report.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THECOMPANY

The Erst-while promoters and the erst-while directors of the company Shri Shravan KumarMandelia and Shri Balgopal Mandelia had entered into a Share Purchase Agreement (SPA)dated 24th October 2020 for sale and transferof entire promoter shareholding held inHindustan Everest Tools Limited (Target Company) along with the shares held by them in M/sMandelia Investments Private Limited (MIPL) (the

Holding Company of HETL) in favour of Algoquant Financials LLP (Acquirer) which madean Open Offer to the public equity shareholders ofthe Company i.e. Hindustan EverestTools Limited in terms of Securities and Exchange Board of India (Substantial Acquisitionof Shares and Takeovers) Regulations 2011 and subsequent amendments thereto. MIPL holds834470 Equity Shares constituting51.92% of the Voting Share Capital of the TargetCompany. Consequent to the entering of the said SPA the Acquirer acquired : (i)indirectly exercise51.92% of Voting Share Capital of the Target Company and directlyexercise0.05% of Voting Share Capital of the Target Company and (ii) exercise substantialcontrol and management of the Target Company. The Open Offer was made to acquire up to417872 Equity Shares of face value Rs.10/- each constituting 26% of the paid-up equityshare capital at an offer price of Rs. 97/- (Offer Price) per equity share aggregating toRs.40533584/-(Offer Size) in cash from the

Public Shareholders of the Target Companysubject to terms and conditions mentioned inthe Public Announcement dated 24thOctober 2020 and the Detailed Public Statement–DPS dated 30th October 2020 published in newspaper and submitted to BSE Ltd. (BSE)on 02nd November 2020. The draft Letter of Offer DLOO was prepared in accordance withSAST Regulations filed with SEBI and informed to BSE on 09th November 2020. Pursuant tothe open offer there was complete change in management which became effective fromFebruary 09 2021. Post open offer the Holding of the acquirer directly or indirectly is12.49% and the Shareholding of new management Comprises of 0.76 & 0.68 of Mr. DevanshGupta and Mr. Dhruv Gupta Directorof the Company respectively. Also during the periodunder review the Company reformed its main object from "Manufacturing of Tools"to "Trading in Financial Instruments" i.e. "stock Broking"by due amendment in Memorandum of Association with Shareholder's approval w.e.f. June 222021.

Also the Board of Directors accorded approval for shifting of Registered Office of theCompany from

"Dohil Chambers 46 Nehru Place New Delhi-110019" to "4/11 1st FloorAsaf Ali Road New Delhi- 110002." w.e.f. February 16 2021.

Also during the year under review the Board of Directors accorded approval ofShareholders passed by way of Postal Ballot on May 22 2021 enhanced borrowings limitunder section 180 (1)(C) upto Rs. 1000000000 (Rs. One hundred Crore Only) andIncreasing the limits for Loans/ Investments/ Corporate Guarantees by the Company undersection 186 upto Rs. 1000000000 (Rs. One hundred Crore Only). The Company has alsoapplied for Change in the name of the Company in its Board Meeting held on June 30 2021from "Hindustan Everest Tools Limited" to "Algoquant Fintech Limited"and the same is subject to approval of Shareholders and various regulatory authorities.

Except as mentioned above there are no other material changes and commitment whichaffects the financial position of Company after the closure of financial year 2020-21 tillthe date of report.

9. Indian accounting standards (ind-As)

Financial Statements of your Company for the financial year ended 31st March 2021 areprepared in accordance with Indian Accounting Standards (Ind-AS) as notified underSection 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015as amended from time to time.

10. PUBLIC deposits

During the financial year under review the Company has not accepted any deposits fromthe public under Section 73 and 74 of the Companies Act 2013 along with the rules madethereunder and as such no amount on account of principal or interest on public depositswas outstanding as on the date of the balance sheet.

11. Details OF APPOINTMENT and resignation OF directors and key managerial personnel

Pursuant to Section 152Rule 8(4) and 8(5) Companies(Accounts) Rules 2014 and otherapplicable provisions of the Companies Act 2013 and the Articles of Association of theCompany one-third of such of the Directors as are liable to retire by rotation shallretire every year and if eligible offer themselves for re-appointment at every AnnualGeneral Meeting. But pursuant to takeover there is complete change in Management tookplace during the Financial Year 2020-21 which has been produced herein below:-

1. Mr. Shravan Kumar Mandelia and Balgopal Mandelia resigned from the post ofDirectorship of the Company w.e.f. 11-02-2021.

2. Mr. Pradeep Jain Mrs. Shifa Nagar and Mr. Amitav resigned from the post ofIndependent Director of the Company with effect from 24-02-2021 02-03-2021 and 03-03-2021respectively.

3. Mr. Saurabh Parasramka resigned from the post of Director w.e.f. 19-02-2021.

Further as recommended by Nomination and Remuneration Committee and subject to theapproval of the members of the Company in the ensuing Annual General Meeting scheduled tobe held on October27 2021 Mr. Dhruv Gupta and Mr. Devansh Gupta were appointed asAdditional Director and Ms. Preeti Arora and Mr. Amit Gupta were appointed as AdditionalIndependent Director of the Company w.e.f. February 09 2021 on the Board of the Company.

Furthermore on recommendation of Nomination and Remuneration Committee and subject tothe approval of the members of the CompanyMr. Devansh Gupta got appointed as ManagingDirector of the Company w.e.f. June 30 2021.

Furthermore In the opinion of the Board Mrs. Preeti Arora and Mr. Amit Gupta theIndependent Directors appointed during the year is of high integrity and possess therelevant expertise and experience in their field. Regarding their ‘proficiency asdefined in explanation to Rule 8(5))(iiia) [as inserted by the Companies (Accounts)Amendment Rules 2019 effective from 1st December 2019] they has enrolled themself inIndependent Directors Databank portal as provided by Indian Institute of Corporate Affairs

(IICA) and got Registration therein.

However They are yet to appear in online proficiency self-assessment test conducted bythe Indian Institute of Corporate Affairs (IICA).

Also the Board at its meeting has appointed Mr. Yogesh Gusain as Chief FinancialOfficer of the Company w.e.f. June 30 2021 and Ms. Ayushi Jain has been appointed asCompany Secretary & Compliance officer of the Company w.e.f. August 14 2021.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 as on 31st March 2021are as follows:-Mr. Devansh Gupta ManagingDirector (w.e.f. June 30 2021)

Mr. Yogesh Gusain Chief Financial Officer (w.e.f. June 30 2021)

Ms. Ayushi Jain Company Secretary& Compliance Officer (w.e.f. August 142021)

There are following changes occurred during the year in composition of Board Directorsand Key Managerial Personnel from the company during the year under review i.e.2020-21:-Mr. Shravan Kumar Mandelia and Balgopal Mandelia resigned from the post ofManaging Director of the Company w.e.f. 11-02-2021.

Mr. Pradeep Jain Mrs. Shifa Nagar and Mr. Amitav resigned from the post of IndependentDirector of the

Company with effect from 24-02-2021 02-03-2021 and 03-03-2021 respectively.

Mr. Saurabh Parasramka resigned from the post of Director w.e.f. 19-02-2021.

Mr. Deepak Gupta resigned from the post of Chief financial Officer w.e.f. March 042021 and Mr. Yogesh

Gusain has been appointed as CFO w.e.f. June 30 2021.

Ms. Sonam Gupta resigned from the post of Company Secretary & Compliance officerw.e.f. March

092021 and Ms. Ayushi Jain has been appointed w.e.f. August 14 2021.

12. dIRECTORs' REsPONsIBILITy sTATEMENTs

In compliance to the Provisions of Section 134(5) of the Companies Act 2013 withrespect to Directors' responsibility statement it is hereby confirmed :- i. That in thepreparation of the annual accounts for the financial year ended 31stMarch 2021 theapplicable IndianAccounting Standards (Ind-AS) read with requirements set out underSchedule III to the Companies Act 2013 have been followed along with proper explanationrelating to material departures. ii. That the Directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that werereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the loss of the Company for the year underreview.

iii. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv. That the Directors have prepared the financial statements for the financial yearended 31stMarch

2021 on a "going concern" basis.

v. That the Directors had laid down proper internal financial control to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively. vi. That the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

13. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 your Company has in place adequatesystems of internal control commensurate with its size and the nature of its operations.These have been designed to provide reasonable assurance with regard to recording andproviding reliable Financial and Operational information complying with applicablestatutes safeguarding assets from authorized use or losses executing transactions withproper authorization and ensuring compliance of internal policies.

The Company has in place adequate internal financial controls with reference tofinancial statements.

During the year such controls were tested and no reportable material weakness in thedesign or operation was observed.

14. RISK MANAGEMENT POLICY

A risk management policy duly approved by the Board is in place as required undersection 134(3)(n) of the Companies Act 2013 which defines the risk assessment andminimization procedures. The Company's Risk Management Policy is well defined to identifyand evaluate business risks across all businesses. It assesses all risks at both preandpost-mitigation levels and looks at the actual or potential impact that a risk may have onthe business together with an evaluation of the probability of the same occurring. Riskmapping exercises are carried out with a view to regularly monitor and review the risksidentity ownership of the risk assessing monetary value of such risk and methods tomitigate the same. As per view of board there is no risk in operation of company whichmay impact the existence of company.

15. WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 as amended the Annual Return of the Companyfor the financial year

2020-21 is placed on the website of the Company and may be accessed on the company'swebsite http://www.everesttools.com/pdfs/MGT-7%20for%20financial%20year%202020-2021.pdf.

16. NUMBER OF MEETINg OF ThE BOARd ANd COMMITTEE

The Board duly met at regular intervals to discuss and decide on businessstrategies/policies and review the financial performance of the Company. The notice alongwith agenda and notes on agenda of each

Board Meeting was given in writing to each Director.

Six (6) meetings of Board of Directors were held during the year. The interval betweentwo meetings was well within the maximum period mentioned under section 173 of CompaniesAct 2013 and Regulation 17(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Board Committees

Your Company has constituted several Committees of the Board which have beenestablished as part of the best corporate governance practices and are in compliance withthe requirements of the relevant provisions of applicable laws and statutes.

As on 31st March 2021 your Board has 03 (three) mandatory Committees namely:

1) Audit Committee

2) Nomination Remuneration & Compensation (NRC) Committee; &

3) Stakeholders' Relationship Committee (SRC)

The details with respect to the composition powers roles terms of reference numberof meetings etc. of the Committees held during the FY2020-21 and attendance of the Membersat each Committee Meeting are provided in the Corporate Governance Report which formspart of this Report. The meetings of Audit Committee were convened and held Five (5) timesduring the year. The meeting of Nomination and Remuneration Committee was convened andheld One (1) time during the year. The meeting of Stakeholders Relationship Committee wasconvened and held One (1) time during the year. For further details please refer reporton Corporate Governance of this Annual Report.

AUdIT COMMITTEE

The composition of the Audit Committee is mentioned as under:-

Mr. Amit Gupta Independent Director
Mrs. Preeti Arora Independent Director
Mr. Devansh Gupta Managing Director

All the recommendations made by the Audit Committee were accepted by the Board.

Further the Roles and Responsibilities and other related matters of Audit Committeeforms an integral part of Corporate Governance Report as part of this Annual Report. sTAKEhOLdERRELATIONshIP COMMITTEE

The composition of the Stakeholder Relationship Committee is mentioned as under:

Mr. Amit Gupta Independent Director
Mrs. Preeti Arora Independent Director
Mr. Devansh Gupta Managing Director

Further the Roles and Responsibilities and other related matters of StakeholderRelationship Committee forms an integral part of Corporate Governance Report as part ofthis Annual Report NOMINATION ANd REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee is mentioned as under:

Mr. Amit Gupta Independent Director
Mrs. Preeti Arora Independent Director
Mr. Dhruv Gupta Managing Director

Further the Roles and Responsibilities and other related matters of Nomination andRemuneration Committee forms an integral part of Corporate Governance Report as part ofthis Annual Report.

17. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the independent directors ofthe Company under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence in terms of Section 149(6) of the Companies Act 2013andRegulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.

In the opinion of the Board Independent Directors fulfill the conditions as specifiedin the Companies Act

2013 Rules made thereunder and SEBI (Listing Obligationsand DisclosureRequirements)Regulations 2015 and are independent of the Management.

18. FAMILIARIsATION PROgRAMME ANd TRAININg OF INdEPENdENT dIRECTORs

The detail of programmes conducted during the year 2020-21 for familiarization ofIndependent Directors with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany and related matters are put up on the website of the Company at link:http://www.everesttools.com/pdfs/b)Familiarisation%20of%20independent%20director%20for%20financial%20year.pdf

19. NOMINATION ANd REMUNERATION POLICy

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other relevantmatters. The Remuneration Policy of your Company can be viewed at the following link:http://www.everesttools.com/pdfs/Nomination%20 &%20Remuneration%20Policy.pdf. Therehas been no material change in the Remuneration Policy of the Company.

The composition role functions and powers of the Nomination and RemunerationCommittee are in accordance with the Provisions of the Companies Act 2013 and the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.

20. BOARd EVALUATION

Pursuant to the applicable provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance as a whole its Committees andindividually for Managing Director Executive Director and Independent Directors .

The performance was being evaluated on the basis of their attendance in the meetingscompliance of Code of conduct of the Company and applicable provisions of the CompaniesAct 2013 their participation level in the meetings etc.

The performance was evaluated by each director for themselves and for conduct andperformance of Board from their point of view. Independent Directors evaluated theperformance of Chairman and other non-independent directors and Board as a whole in theirseparate meeting. The performance of Independent Director was evaluated by the Board.

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The Company has not given any loans or guarantees or provided security during thefinancial year 2020-

21. Further the company has complied with the provisions of Section 186 of theCompanies Act 2013 in respect of the investments made by the company in securities ofother body corporates.

22. RELATEd PARTy TRANsACTIONs

Pursuant to Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 the particulars of contracts or arrangements entered into by theCompany with Related parties have been done at arm's length and are in the ordinary courseof business. There is no material significant transaction entered into with any of therelated parties that may have conflict with the interest of the Company.

During the year under review there have been material significant transactionsapproved by the Board of Directors in their meeting held on 22 March 2021 with Mr. DevanshGupta Managing director of the Company & Mandelia Investment Private Limited promoterof the Company.

Detail of related party transactions have been disclosed in notes to the financialstatements. Attention of the members is drawn to the disclosures of transactions withrelated parties set out in Note No. 23 of the Standalone Financial Statements forming partof the Annual Report.

Pursuant to Clause (h) of sub-section (3) of section 134 of the Companies Act 2013 andRules 8(2) of the Companies (Accounts) Rules 2014 the particulars of contracts orarrangements or transactions entered into by the Company with related parties has beendisclosed in Form No. AOC- 2 which is attached as Annexure "B".

The policy on related party transactions are approved by the Board and may be accessedon the Company's website.

23. COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section(1) of section

148 of the Companies Act 2013 is not applicable to your Company.

24. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of Companies Act 2013 and rules made there under everycompany having net worth of Rupees five hundred crore or more or turnover of rupees onethousand crore or more or a net profit of rupees five crore or more during any financialyear shall constitute a Corporate Social

Responsibility Committee of the Board.

However it is not applicable in case of your Company. Hence there is no need to formCorporate Social Responsibility Committee and Corporate Social Responsibility Policy forthe company as per the requirement of the Companies Act 2013.

25. ChANgE IN ThE NATURE OF BUsINEss

Pursuant to indirect acquisition of the Company by Algoquant Financials LLP thecompany filed application for reform in objects and is carrying on the business of StockBroking and Trading in securities and other derivatives.

Except as mentioned above during the year under review there has been no change inthe nature of business of the Company.

26. AUdITORs ANd AUdITOR's REPORT sTATUTORy AUdITOR

M/s. SSRA & Co. Chartered Accountants New Delhi (Firm Registration No. 014266N)were appointed in

2017 as Statutory Auditors of the Company for a period of five (5) years from theconclusion of 54th

AGM till the conclusion of the 59th AGM to be held in the calendar year 2022. They haveaudited the financial statements of the Company for the financial year under review. Theyhave confirmed that they are not from continuing as Auditors of the Company.

The observations of Statutory Auditors in their Report read with relevant Notes toAccounts are self-explanatory and therefore do not require further explanation. Furtherthe Auditors' Report does not contain any qualification reservation or adverse remark ordisclaimer. sECRETARIAL AUdITOR

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedM/s Parth P Shah Practicing Company Secretary was appointed as Secretarial Auditor of theCompany w.e.f. June 30 2021 for the Financial Year 2020-21.

The Secretarial Audit Report is annexed herewith as Annexure "C".

The Secretarial Audit Report dated 15th September 2021 is self explanatory and doesnot contain any qualification.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the company has complied with all the applicablesecretarial standards issued by the Institute of Company Secretaries of India on Meetingsof Board of Directors and General Meetings.

27. Conservation of energy research & development technology absorption foreign

Exchange earnings & outgo

Particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 as amendedfrom time to time is given hereunder:

Conservation of Energy-

i) Steps taken or impact on conservation of energy: Energy conservation efforts areongoing activities. During the year under review further efforts were made to ensureoptimum utilization of electricity.

ii) Steps taken by the company for utilizing alternate sources of energy: Nil as yourcompany has not carried out any manufacturing activities during the year.

iii) The Capital investment on energy conservation equipments: Nil

Technology Absorption Adaption & Innovation and Research & Development

i) made towards technology absorption: - Nil

ii) Benefits derived like product improvement cost reduction product development orimport substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year - Nil

iv) Expenditure incurred on Research and Development: Nil

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

NAME OF THE COMPANIES WHICH HAVE BECOME/CEASED TO SUBSIDARIES JOINTVENTURES OR

AssOCIATE COMPANIEs dURINg ThE yEAR

The Company did not have any subsidiaries associates or Joint ventures during theyear.

However Mandelia Investments Private Limited is the holding Company and holds 51.92%shares in the Company.

28. DISCLOSURE OF CODE STANDARDS POLICIES

INsIdER TRAdINg COdE

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (‘the PIT Regulations') on prevention of insider tradingyour Company has revised its Code of Conduct for regulating monitoring and reporting oftrading by Designated Persons in line with the recent amendments brought by SEBI in thePIT Regulations. The said Code lays down guidelines which advise Designated Persons onthe procedures to be followed and disclosures to be made in dealing with the shares of theCompany and cautions them on consequences of non-compliances.

Your Company has also updated its Code of practices and procedures of fair disclosuresof unpublished price sensitive information by including a policy for determination oflegitimate purposes. Further your

Company has put in place adequate & effective system of internal controls andstandard processes have been set to ensure compliance with the requirements given in theseregulations to prevent insider trading.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has an effective system to redress complaints received regarding sexualharassment in line with the requirements of the Sexual Harassment of women at workplace(Prevention Prohibition and Redressal) Act 2013. All employees (permanent contractualtemporary apprentices and trainees) are covered under this policy.

The policy may be accessed on the Company's website. Your Directors further state thatthe Company has not received any complaint of sexual harassment during the year underreview. Further the company has complied with the provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

WhIsTLE BLOWER POLICy

The Board of Directors has adopted the Whistle Blower Policy. The Policy has provided amechanism for Directors Employees and other persons dealing with the Company to report tothe Chairman of the Audit Committee any instance of unethical behavior actual orsuspected fraud or violation of the Code of Conduct of the Company.

The details of the policy have been uploaded at the website of the Company.

29. PARTICULARs OF EMPLOyEEs ANd RELATEd dIsCLOsUREs

The details of employees as per provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and Disclosure pertaining to remuneration and otherdetails as required under section 197(12) of the Companies Act 2013 read with rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as Annexure "D" to this Report.

Further In terms of the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 there is no employee of the company who draw remuneration in excess of the limitsset out in the said rules.

30. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated underthe various regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the

Companies Act 2013 as amended. A report on Corporate Governance along withcertificate on its compliance forms a part of this Annual Report.

31. EXTENSION OF ANNUAL GENERAL MEETING

Due to Change in Management of the Company pursuant to takeover and Addition of otherAgenda in the AGM is unable to hold its 58th Annual General Meeting within the statutorytime period as stipulated under the provisions of section 96(1) of the Companies Act 2013and filed an application before the

Registrar of Companies NCT of Delhi & Haryana for extension of time up to three(3) months i.e. up to 31.12.2021 for holding 58th Annual General Meeting of the Companyfor the financial year ended

March 31 2021.

The Registrar of Companies have provided their approval to hold the 58th Annual GeneralMeeting of the Company for the financial year ended March 31 2021 by 30th November 2021.

32. GENERAL

Your Director states that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:-

a) Change in share capital of the Company.

b) Issue of the equity shares with differential rights as to dividend voting orotherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company.

d) Mandelia Investment Private Limited is the holding company and there is nosubsidiary of your company Managing Directors of the company does not receive anyremuneration or commission from any of such companies.

e) No significant or material orders were passed by the regulators or courts ortribunals which impact the going concern status and Company's operations in future.

f) The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

g) There is no subsidiary of company so no policy on material subsidiary is requiredto be adopted.

h) No fraud has been reported by the Auditors to the Audit Committee or the Board whichwere committed against the company by officers or employees of the company.

i) Issue of Employee Stock Option Scheme to employees of the company.

ACKNOWLEdgEMENT

Your Directors would like to place on record their sincere appreciation for assistanceand co-operation received from the Bankers Vendors Government Authorities Customers andMembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for committed services by the executive staff & workers ofthe Company and gratitude to the members for their continued support and confidence.

FOR & ON BEhALF OF ThE BOARd OF dIRECTORs hINdUsTAN EVEREsT TOOLs LIMITEd

sd/- sd/-
devansh gupta dhruv gupta
Managing director director
DIN: 06920376 DIN: 06920431
Place: New Delhi Add: G-190 Preet Vihar Add: G-190 Preet Vihar
Dated: September 30 2021 Delhi-110092 Delhi-110092

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