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Everest Industries Ltd.

BSE: 508906 Sector: Industrials
NSE: EVERESTIND ISIN Code: INE295A01018
BSE 00:00 | 18 Aug 629.95 51.60
(8.92%)
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NSE 00:00 | 18 Aug 631.20 52.75
(9.12%)
OPEN

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OPEN 582.05
PREVIOUS CLOSE 578.35
VOLUME 14649
52-Week high 783.20
52-Week low 361.25
P/E 21.74
Mkt Cap.(Rs cr) 988
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 582.05
CLOSE 578.35
VOLUME 14649
52-Week high 783.20
52-Week low 361.25
P/E 21.74
Mkt Cap.(Rs cr) 988
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Everest Industries Ltd. (EVERESTIND) - Director Report

Company director report

To

The Members of Everest Industries Limited

Your Directors take great pleasure in presenting Eighty-Nineth (89th)Annual Report of Everest Industries Limited ("Company" or "Everest")together with the Audited Financial Statements for the financial year ended March 31 2022and Auditor?s Report thereon.

FINANCIAL RESULTS

` ( In Crores)

Particulars Financial Year ended
Standalone Consolidated
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Net Revenue from operations & Other Income 1390.30 1222.10 1394.10 1226.80
Profit before Depreciation & Finance Costs 98.30 122.10 98.30 120.80
Less : Depreciation 28.60 25.30 28.60 25.30
: Finance Costs 3.10 3.90 3.10 3.90
Profit before Tax 66.60 92.80 66.50 91.60
Tax Expense 22.40 35.20 22.40 35.20
Profit for the year 44.10 57.60 44.10 56.40
Other comprehensive income for the year net of tax -0.40 1.00 -0.40 1.00
Total comprehensive income for the year net of tax 43.70 58.60 43.70 57.40
Add: Balance in Profit & Loss Account 374.90 318.00 373.40 317.60
Profit Available for Appropriation 418.60 376.50 417.10 375.00
Appropriations:
Dividend 11.70 1.60 11.70 1.60
Closing Balance 406.90 375.00 405.30 373.40

DIVIDEND

The Board of Directors ("Board") have recommended a dividendof Rs 6.00 per equity share of Rs10/- each for the financial year ended March 31 2022subject to the approval of the members. The total outgo on account of dividend will be Rs9.4 crores as against Rs 11.7 crores for the previous financial year.

PERFORMANCE REVIEW

The Company has achieved a Total Income of Rs 1390.3 crores during thefinancial year 2021-22 ("Year"). The Highlights of the Company?sperformance on standalone basis during the Year are as under:

1. Revenue for the Year at Rs 1390.3 crores was higher by 13.8 % ascompared with Rs1222.1 crores in the previous year. Top line in Building Products segmentrecorded a increase of 8.7% whereas in the Steel Buildings segment the same recorded adecrease of 25.4%.

2. Production volume in the two business segments were as follows: a.In Building Products segment the production for the Year at 876212 MT was higher by 19.0%over 736316 MT in the previous year. b. In Steel Buildings segment the production for theYear at 24390 MT was at the same level at 24259 MT in the previous year.

3. Operating Profit (EBIDTA) during the Year at Rs 98.30 crores waslower by 19.40% over Rs 122.10 crores in the previous year.

4. Profit before Tax during the Year at Rs 66.60 crores was lower by28.30% as compared to Rs 92.80 crores in the previous year.

5. Cash profit was Rs 72.80 crores as compared to Rs 77.20 crores inthe previous year.

The consolidated revenue of the Company for the Year was

Rs 1394.10 crores higher by 13.60 % from Rs 1226.80 crores in theprevious year. The consolidated operating profit for the Year was Rs 98.30 crores ascompared to Rs 120.80 crores in the previous year. Consolidated Profit after Tax for theYear was

Rs 44.10 crores as against Rs 56.40 crores in the previous year.

COVID -19

The Company has considered the possible effects that may result fromthe global health pandemic relating to COVID-19 on its operations. Management has takenexternal and internal factors into account for assessing the possible impact of COVID-19on various elements of its financial results including its liquidity position and therecoverability of assets. The Company will continue to monitor any material changes tofuture economic conditions and the consequent impact on its business if any.

TRANSFER TO RESERVES

The Company proposes to retain the entire amount of profits in theProfit and Loss account.

SHARE CAPITAL

During the Year under review the share Capital of the Company hasincreased from Rs156363400 to Rs156780770 on account of allotment of shares to theemployees of the Company under Employees Stock Option Schemes.

DIRECTORS? RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the financial yearended March 31 2022 the applicable accounting standards have been followed and there areno material departures from the same;

b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as on March 31 2022and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘goingconcern? basis;

e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act2013 ("Act") Ms. Padmini Sekhsaria Director of the Company retires byrotation at the forthcoming Annual General Meeting and being eligible offers herself forre-appointment. The Board of Directors recommends her re-appointment asDirector of the Company.

Mr. Y. Srinivasa Rao Whole Time Director designated as ExecutiveDirector of the Company requested the Board of Directors for being allowed to retire fromthe position of Whole Time Director and resigned as Director of the Company with effectfrom the close of the business hours on April 9 2021 due to personal reasons. The Boardaccepted his request for retirement from the position of Whole Time Director and hisresignation as Director of the Company with effect from the close of the business hours ofApril 9 2021.

Mr. Nikhil Dujari Chief Financial Officer and Key Managerial Personnelof the Company tendered his resignation with effect from the close of the business hoursof May 10 2021. The Board on the recommendation of NRC and the Audit Committee hasappointed Mr. Pramod Nair Vice President – Finance of the Company as Chief FinancialOfficer (CFO) and designated him Whole time Key Managerial Personnel (KMP) of the Companywith effect from May 11 2021.

Mr. Narotam Sekhsaria (DIN: 00276351) Non-Executive Director of theCompany has resigned from the Board with effect from April 29 2022. The Board expressedits appreciation for the invaluable contribution and guidance provided by Mr. NarotamSekhsaria during his tenure as director of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under the both Companies Act 2013 and SEBI (Listing Obligations &Disclosure Requirements) Regulation 2015 and also not debarred from holding the office ofdirector pursuant to any SEBI order or any such authority.

All the Independent Directors of the Company have registered themselvesin the data bank maintained with the Indian Institute of Corporate Affairs and haveconfirmed their compliance with Rule 6 of the Companies (Appointment & Qualificationof Directors) Rules 2014.

In the opinion of the Board all independent directors possess strongsense of integrity and having requisite experience qualification and expertise as well asindependent of the management.

BOARD EVALUATION

Pursuant to the provisions of the Act and Listing Regulations theBoard has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Board Committees.The exercise was carried out through a structured evaluation process covering variousaspects of the Board?s functioning such as adequacy of the composition of the Boardand its Committees leadership attribute of directors through vision and values strategicthinking and decision making adequacy of business strategy etc.

The performance evaluation of the Independent Directors was done by theentire Board excluding the Directors being evaluated. The performance evaluation of theNon-IndependentDirectorswascarriedoutbytheIndependent Directors. The Board ofDirectors expressed their satisfaction with the evaluation process.

HOLDING SUBSIDIARIES ASSOCIATE & JOINT VENTURE COMPANIES

Falak Investment Private Limited Promoter of the Company is theholding company of the Company.

The Company has a subsidiary in Mauritius viz. Everest BuildingProducts. This company operates as a holding company for its subsidiary in the UAE. Duringthe Year the subsidiary earned an interest income of ` 0.01 lakhs and a net loss of Rs2.5 lakhs mainly for normal operating expenses.

The Mauritius subsidiary has a subsidiary Everestind FZE incorporatedin UAE. Everestind FZE is a legal entity involved in the trading of Company?sproducts in the Middle East and foreign markets. During the Year entity earned a totalincome of Rs 4242.3 lakhs and a net loss of Rs 2.2 lakhs out of trading of Company?sproducts.

In terms of proviso to sub-section (3) of Section 129 of the Act thesalient features of the financial statement of the subsidiaries is set out in theprescribed Form AOC-1 which forms part of the Board?s Report as Annexure -1.During the financial year 2021-22 no Company has become or ceased to be a Joint Ventureor Associate of the Company.

DEPOSITS

The Company has not accepted any deposits from the public during theYear and as such no amount on account of principal or interest on public deposits wasoutstanding as on March 31 2022.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by Securities andExchange Board of India ("SEBI"). A separate Report on Corporate Governancealong with a certificate from M/s TVA & Co. LLP Company Secretaries oncompliance with the conditions of Corporate Governance as stipulated under ListingRegulations is provided as part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the Year the Company has not entered into anycontract/arrangement with a related party as specified under section 188 of the Act.Therefore disclosure in Form AOC-2 is not required.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of Act the Companyhas constituted a Corporate Social Responsibility (CSR) Committee. The composition andterms of reference of the CSR Committee are provided in the Corporate GovernanceReport.

The CSR Policy may be accessed on the Company?s website at thelink https://www.everestind.com/uploads/Files/194invuf_ CSR-Policy-Final-1-4-2021.pdf TheCompany has identified four focus areas of engagement which are as under:

• Livelihood enhancement - skill development training andemployment generation

• Promotion of education and sports.

• Preventive health care and Sanitation

• Environmental Sustainability

The Company also undertakes other need-based initiatives in compliancewith Schedule VII to the Act.

Annual Report on CSR activities for the financial year 2021-22in the prescribed format is annexed as ANNEXURE-2 to this Board?s Report. CSRactivities of the Company which were being done through Everest Foundation (Trust) will betransferred & continued through Everest Foundation (Section 8 company).

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the Year under review as stipulatedunder Regulation 34 of Listing Regulations in the prescribed format is annexed as ANNEXURE-3to this Board?s Report.

EMPLOYEES? STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of the Companyinter-alia administers and monitors the Employees? Stock Option Schemes of theCompany in accordance with the applicable SEBI regulations.

The applicable disclosures as stipulated under the SEBI (Share BasedEmployee Benefits and Sweat Equity) Regulations 2021 as on March 31 2022 with regard tothe Employees? Stock Option Schemes (ESOS) are provided in ANNEXURE-4 in theBoard?s Report and may be accessed on the Company?s website at the linkhttps://www.everestind. com/disclosures-under-statutory-enactments The Company hasreceived certificate from the Secretarial Auditors of the Company that the Schemes havebeen implemented in compliance with the Securities & Exchange Board of India (ShareBased Employee Benefits and Sweat Equity) Regulations 2021 {Previously known asSecurities & Exchange Board of India (Share Based Employee Benefits) Regulations 2014which were repealed w.e.f. 13th August 2021} and as per special resolutions passed by themembers in the Annual General Meetings. The certificate shall be available for electronicinspection by the members during the 89th Annual General Meeting.

STATUTORY AUDITORS

M/s. SRBC & CO LLP Chartered Accountants (Registration No.324982E/E300003) have been appointed as the Auditors of the Company for a period of fiveyears in the 88th Annual General meeting of the Company held on August 25 2021 till theconclusion of the 93rd Annual General Meeting of the Company.

AUDITORS? REPORT

There are no qualifications reservations or adverse remarks made byM/s. SRBC & CO LLP Chartered Accountants Statutory Auditors of the Company in theirreport for the financial year ended March 31 2022.

The Statutory Auditors have not reported any incident of fraud to theAudit Committee or to the Board of Directors under section 143(12) of the Act during theYear under review.

COST AUDITORS

The Company is required to maintain the cost records as specified bythe Central Government under section 148(1) of the Act and accordingly such accounts andrecords are made and maintained. As per the requirement of Central Government and pursuantto Section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014 asamended from time to time the Company has been carrying out audit of its cost records.

The Board of Directors on the recommendation of Audit Committee hasappointed M/s Chandra Wadhwa & Co. Cost

Accountants as Cost Auditors to audit the cost records of the Companyfor the financial year 2022-23. As required under the Act a resolution seeking approvalof the members for the remuneration payable to the Cost Auditor forms part of the Noticeconvening the forthcoming 89th Annual General Meeting.

SECRETARIAL AUDITOR AND SECRETARIAL STANDARDS

The Board has appointed M/s TVA & Co. LLP Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year 2021-22as required under Section 204 of the Act and the rules made thereunder. The SecretarialAudit Report for the financial year 2021-22 is attached as ANNEXURE-5 to theBoard?s Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

During the Year the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

DISCLOSURES AUDIT COMMITTEE

The Audit Committee of the Board as on March 31 2022 comprises of Mr.Rajendra Chitale (Chairman) Mr. B. L. Taparia (Member) Mr. M. L. Gupta (Member) Mrs.Bhavna Doshi (Member) Ms. Padmini Sekhsaria (Member) and Mr. Anant Talaulicar (Member).For details please refer to Corporate Governance Report attached to the Annual Report.The Board has accepted all the recommendations made by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board as on March 312022 comprises of Mr. B. L.Taparia (Chairman) Mr. M.L. Gupta (Member) Mrs. Bhavna Doshi(Member) Ms. Padmini Sekhsaria (Member) and Mr. Anant Talaulicar (Member). For detailsplease refer to Corporate Governance Report attached to this Annual Report.

The Nomination and Remuneration Committee has framed the NominationRemuneration and Board Diversity Policy which lays down the criteria for appointment ofDirectors on the Board of your Company and guides organization?s approach to BoardDiversity. No changes were made in the Policy during the financial year. NominationRemuneration and Board Diversity Policy is available on the website of the Company athttps://everestind.com/uploads/Files/342invuf_Nomination-BoardDiversityPolicy.pdf

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The CSR Committee of the Board as on March 31 2022 comprises of Ms.Padmini Sekhsaria (Chairperson) Mr. M.L. Gupta (Member) Mr. Alok Nanda (Member)

Mr. Rajesh Joshi (Member) and Mr. Anant Talaulicar (Member). Mr. AnantTalaulicar was appointed as a member of CSR Committee with effect from May 28 2021. Fordetails please refer to Corporate Governance Report which is part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board as on March 312022 comprises of Mr. M. L.Gupta (Chairman) Mr. Rajesh Joshi (Member) and B. L.Taparia(Member). For details please refer to Corporate Governance Report which is part of thisAnnual Report.

VIGIL MECHANISM POLICY/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Act read with rules made thereunder andthe Listing Regulations the Company has in place a mechanism for Directors employeesvendors customers and other stakeholders to report concerns about unethical behaviouractual or suspected fraud violation of Code of Conduct of the Company etc. The mechanismalso provides for adequate safeguards against victimization of Whistle Blower who availthe mechanism and also provides for direct access to the Whistle Blower to the AuditCommittee. Pursuant thereto a dedicated helpline "Ethics Helpline" has beenset-up which is managed by an independent professional organization.

The Vigil Mechanism Policy may be accessed on the Company?swebsite at the link https://everestind.com/uploads/Files/163invuf_VigilMechanisimPolicy.pdf

RISK MANAGEMENT

In financial year 2021-22 the Company continued to strengthen itscomprehensive system to promptly identify risks assess their materiality and takemeasures to minimize their likelihood and losses. The Company has Risk Management Policyto mitigate the risks. The Risk Management Committee was constituted by the Board on27.5.2021. The Risk Management Committee comprises of Mr. B. L.Taparia (Chairman) Mr.Rajendra Chitale (Member) Mr. Anant Talaulicar (Member) Ms. Padmini Sekhsaria (Member)and Mr. Rajesh Joshi (Member).

The Risk Management Committee is assisted by the Management teamcomprising of the following:

• BU Head – Roofing

• BU Head – Boards & Panels

• BU Head – ESBS

• Chief Financial Officer (CFO)

• Internal Auditor

• Chief Human Resources Officer (CHRO)

• VP – Manufacturing

• Head – IT

For details please refer to Corporate Governance Report attached tothis Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls and thatsuch internal financial controls are adequate and operating effectively. The AuditCommittee reviews report presented by the Internal Auditors. It maintains constantdialogue with Statutory and Internal Auditors to ensure that internal control systems areoperating effectively. For more details refer to the ‘Internal control systems andtheir adequacy? section in the Management Discussion and Analysis Report which formspart of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met seven (7) times during the Year the details of which aregiven in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed under the Actand Listing Regulations

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

The details of investments covered under the provisions of Section 186of the Act are disclosed in the Note No 2.05 to the Standalone Financial Statements. TheCompany has neither given any loans nor provided any security or fresh guarantee underSection 186 of the Act during the Year.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The required particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required are attached as ANNEXURE-6 to the Board?s Report.

ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 is available on the Company?s website at the link https://www.everestind.com/uploads/Files/477invuf_89thAnnualGeneral Meeting.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended a statement showing the names and other particulars ofthe top ten employees in terms of remuneration drawn set out in the said rules areprovided in ANNEXURE-7 the Board?s Report.

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in ANNEXURE- 8 tothe Board?s Report.

DIVIDEND DISTRIBUTION POLICY

Dividend Distribution Policy of the Company was approved by the Boardon August 3 2021 and may be accessed on the Company?s website at the linkhttps://www.everestind.com/ uploads/Files/433invuf_Dividend-Distribution-Policy-aug21.pdf

GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theYear under review:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.

3. Managing Director & CEO of the Company did not receive anyremuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status of the Company and its futureoperations.

5. No material changes and commitments affecting the financial positionof the Company have occurred from the end of the last financial year till the date of thisreport.

6. No change in the nature of the business of the Company happenedduring the Year under review.

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

Your Directors further state that during the Year under review theCompany has complied with provisions relating to the constitution of Internal ComplaintsCommittee under the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

HUMAN RESOURCES

The Company has continuously adopted structures that help to attractbest external talent and promote internal talent to higher roles and responsibilities.Everest?s people-centric focus providing an open work environment fosteringcontinuous improvement and development helped several employees realize their careeraspiration during the Year.

INDUSTRIAL RELATIONS

During the Year the industrial relations at all the works of theCompany were cordial.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to theCompany?s business associates trade partners dealers customers shareholdersvendors bankers technology providers and other stakeholders all over India and overseasfor the continued support and co-operation extended by them to the Company during theYear. Your Board also thanks to the Government of India State Governments and otherGovernment Authorities for their continued support and encouragement to the Company andlook forward to their support in future.

Your Directors especially wish to place on record their sincereappreciation of the efficient services rendered by the Company?s motivated teammembers from all Zones Works and Offices.

For and on behalf of the Board
Place: Mumbai Anant Talaulicar Rajesh Joshi
Date: May 27 2022 Chairman Managing Director & CEO

.