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Everest Kanto Cylinder Ltd.

BSE: 532684 Sector: Industrials
NSE: EKC ISIN Code: INE184H01027
BSE 00:00 | 12 Aug 118.80 -15.95
(-11.84%)
OPEN

129.00

HIGH

133.60

LOW

115.00

NSE 00:00 | 12 Aug 118.80
(%)
OPEN

129.00

HIGH

133.50

LOW

115.00

OPEN 129.00
PREVIOUS CLOSE 134.75
VOLUME 512792
52-Week high 291.15
52-Week low 92.50
P/E 6.18
Mkt Cap.(Rs cr) 1,333
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 129.00
CLOSE 134.75
VOLUME 512792
52-Week high 291.15
52-Week low 92.50
P/E 6.18
Mkt Cap.(Rs cr) 1,333
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Everest Kanto Cylinder Ltd. (EKC) - Director Report

Company director report

Dear Members

The Directors are pleased to present the 42nd Annual Reportand the Audited Statement of Accounts for the financial year ended March 31 2021.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 312021 is summarized below:

(Rs. in Lakhs unless otherwise stated)

Particulars

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Continuing Operations
Revenue from operations 75062.71 48954.63 94912.99 76051.51
Other income 215.24 527.49 338.42 668.49
Total Income 75277.95 49482.12 95251.41 76720.00
Profit / (Loss) before exceptional items and tax 14919.85 2708.38 11462.60 1581.11
Profit before tax from continuing operations 15870.18 2595.90 14721.51 1700.05
Profit after tax from continuing operations 10276.02 1590.87 9157.02 673. 49
Discontinued Operations
Profit / (Loss) from discontinued operations before tax - - (162.55) (459.17)
Profit / (Loss) from discontinued operations after tax - - (162.55) (459.17)
Profit / (Loss) after tax from total operations 10276.02 1590.87 8994.47 214.32
Total Comprehensive Income 10277.01 1604.59 9099.48 2156.13
Earnings per share (not annualised) (in Rs.):
Basic & diluted earnings per share
(i) Continuing operations 9.16 1.42 8.17 0.67
(ii) Discontinuing operations - - (0.15) (0.41)
(iii) Total operations 9.16 1.42 8.02 0.26

PERFORMANCE REVIEW

The Company has delivered a strong operating and financial performancein FY21 on the back of several positive demand drivers that are likely to sustain over thenext several years. During the year under review the Company saw robust demand from:

1) leading gas infra companies that are laying out the aggressiveexpansion of CNG pumps across the country

2) auto OEMs that are expanding production of CNG-fuelled vehicleswithin their offerings to customers and

3) healthcare sector that scaled up medical oxygen availability in thefight against the pandemic product portfolios. While we closed the sale transaction forour subsidiary in China we have made some progress in the operations of our subsidiariesin the UAE and the US the benefits of which we expect will be more visible in FY22. Weare also taking forward our plans to expand manufacturing capacity in the rapidlyexpanding domestic market and in Hungary to address the lucrative EU market. We will relymainly on internal accruals for all our expansions which will drive long-term value forstakeholders over the longer-term horizon. The Indian government is focused on increasingthe contribution of gases as drivers of the country's economic activity and EKC asthe leading manufacturer of cylinders for high pressure storage of various gases iswell-positioned to benefit from such trends.

On standalone basis for the financial year 2020-2021 revenue fromoperations stood at Rs. 75062.71 Lakhs against the previous year's revenues of Rs.48954.63 Lakhs. Net Profit after tax stood at Rs.10276.02 Lakhs as against Rs. 1590.87Lakhs.

On consolidated basis the Company sold 783415 units as compared to680598 units in the previous financial year. Revenues for financial year 2020-2021 stoodat Rs. 94912.99 Lakhs against the previous year's revenues of Rs. 76051.51 Lakhs. YourCompany has focussed on quality product sales which have resulted in improvement of Netprofit after tax from continuing operations from Rs. 673.49 Lakhs in financial year2019-20 to Rs. 9157.02 Lakhs in financial year 2020-2021.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129 of Companies Act 2013 and the IND AS-27on Consolidated and Separate Financial Statements the Audited Consolidated FinancialStatements are provided in the Annual Report. As a significant part of the Company'sbusiness is conducted through its subsidiaries the Directors believe that theconsolidated accounts provide a more accurate representation of the performance of theCompany.

DIVIDEND

Your directors are pleased to recommend for approval of members afinal dividend of Rs. 0.30/- per equity share of face value of Rs. 2/- each for the yearended March 31 2021. The dividend will be paid in compliance with the applicable Rulesand Regulations and criteria as set out in the Dividend Distribution Policy of theCompany.

DIVIDEND DISTRIBUTION POLICY

As mandated under regulation 43A of SEBI Listing Regulations the Boardof Directors of the Company at its meeting held on June 24 2021 adopted a DividendDistribution Policy for the Company which sets out the parameters and circumstances thatwill be taken into account by the Board in determining the distribution of dividend to itsshareholders. The said Policy is placed on Company's websitehttps://everestkanto.com/ investors/policies/

TRANSFER TO RESERVES

During the year under review the Company does not propose to transferany amount to reserves.

DEPOSITS UNDER CHAPTER V OF COMPANIES ACT 2013

The Company has neither accepted nor renewed any Deposits from thepublic within the ambit of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans given guarantees provided and investmentsmade have been duly disclosed in the financial statements.

SHARE CAPITAL STRUCTURE

The Paid Up Share Capital of the Company is Rs. 22.44 Crore dividedinto 112207682 Equity Shares of Rs. 2/- each.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

EKC International FZE Wholly Owned Subsidiary of Everest KantoCylinder Limited ("the Company") in Dubai has entered into a Joint VentureAgreement with Rv Gas Industries Ltd Hungary on June 09 2021 to set up astate-of-the-art manufacturing plant in Hungary and to design develop test manufacturedistribute supply and sell Seamless high pressure Gas Cylinders (CNG & Industrial)and Cascades for bulk storage along with the assembly thereof for the European Markets.The Parties agree that the following proportion of shareholding shall be maintained duringthe term of the JV Agreement i.e.: EKC International FZE (80%) and Rv Gas Industries Ltd(20%). Subsequent to this transaction EKC Europe Zrt will become subsidiary of EKCInternational FZE Dubai.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has adequate internal financial control system commensuratewith the size scale and complexity of its operations. The Company has in place amechanism to identify assess monitor and mitigate various risks to key businessobjectives. Major risks identified by the business and functions are systematicallyaddressed through mitigation action on continuing basis. These are routinely tested andcertified by Statutory as well as Internal Auditors. The audit observations on internalfinancial controls are periodically reported to the Audit Committee.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

No such orders have been passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future.

DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BYTHE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013 ISREQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

The company in accordance with section 148(1) has maintained costrecords as specified by the Central Government.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year2020-2021 as stipulated under Regulation 34(2)(e) of the SEBI (Listing obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as "the SEBILODR") is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to achieving and maintaining the higheststandards of Corporate Governance and places high emphasis on business ethics. Pursuant tothe SEBI LODR the Report on Corporate Governance and the Certificate from a practicingCompany Secretary on the Report as stipulated forms part of the Annual Report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy which lays down theframework to define assess monitor and mitigate the business operational financial andother risks associated with the business of the Company. The Risk Management Policyenables for growth of company by helping its business to identify risks assess evaluateand monitor risks continuously and undertake effective steps to manage these risks.

CREDIT RATING FROM CARE RATINGS

During the year in respect of the borrowings of the Company CARERatings has upgraded the Long Term and Short Term ratings as under:

Sr. No. Facility Amount (Rs. in Crore) Rating Remarks
1 Long Term bank facilities 103.57 (reduced from 128.67) CARE BBB- ; Positive (Triple B Minus; Outlook: Positive ) Revised from CARE BB+;Stable (Double B Plus; Outlook: Stable)
2 Short Term Bank Facilities 69.92 (Enhanced from 54.92) CARE A3 (A Three) Revised from CARE A4+ (A Four Plus)
Total 173.49

SUBSIDIARIES

As on March 31 2021 the Company has (a) two wholly owned overseassubsidiary companies viz. EKC International FZE in Dubai UAE and EKC Industries(Thailand) Co. Ltd. in Thailand (b) three step down wholly owned overseas subsidiarycompanies viz. EKC Hungary Kft in Hungary CP Industries Holdings Inc. in USA andEKCEurope GmbH in Germany and one step down subsidiary i.e EKC Europe zrt. (c) Two whollyowned Indian subsidiary Companies viz. Calcutta Compressions & LiquefactionEngineering Ltd and Next Gen Cylinder Private Limited.

The Current Corporate Structure is as under:

A statement providing details of performance and salient features ofthe financial statements of Subsidiary/ Associate/ Joint Venture companies as per Section129(3) of the Act is provided as Form AOC I after the standalone financial statements andtherefore not repeated here.

The audited financial statement including the consolidated financialstatement of the Company and all other documents required to be attached thereto is put upon the Company's website and can be accessed at http://www.everestkanto.com/investors/annualreports. The financial statements of the subsidiaries as required areput up on the Company's website and can be accessed at http://www.everestkanto.com/subsidiaries.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

In accordance with the provisions of Section 152 of the Companies Act2013 Mr. Pushkar Khurana Director (DIN: 00040489) will retire by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends his re-appointment for the consideration of the Members of theCompany at the ensuing Annual General Meeting.

The brief resume / details regarding the Directors proposed to beappointed / re-appointed as above are furnished in the Notice of 42nd AnnualGeneral Meeting.

During the year under review the Shareholders of the Company appointedMr. Puneet Khurana (DIN: 00004074) as Managing Director for a period of 5 years w.e.f.November 14 2019 and Dr. Vaijayanti Pandit (DIN: 06742237) as Independent Director for aterm of 5 consecutive years w.e.f. March 30 2020 and re-appointed Mrs. Uma Acharya (DIN:07165976) as Independent Director for second term of 5 consecutive years w.e.f. May 262020.

In compliance with Section 203 of the Act Ms. Reena Shah was appointedas Company Secretary & Compliance Officer and Whole Time Key Managerial Personnel ofthe Company w.e.f. August 12 2021 in place of Ms. Bhagyashree Kanekar who had resigned atthe close of business hours on June 30 2021. As on the date of this report Mr. PuneetKhurana Managing Director Mr. Sanjiv Kapur Chief Financial Officer and Ms. Reena ShahCompany Secretary & Compliance Officer of the Company are the Key Managerial Personnelof the Company in accordance with the provisions of Section 2(51) read with Section 203 ofthe Act.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each IndependentDirectors of the company under Section 149(7) of the Companies Act 2013 confirming thatthey fulfill criteria for independence as laid under Section 149(6) of the Act andRegulation 25 of the SEBI LODR and there has been no change in the circumstances which mayaffect their status as an independent director during the year.

During the year the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Company.

In the opinion of the board the Independent Directors possess therequisite expertise and experience including the proficiency and are the persons of highintegrity and repute.

BOARD MEETING HELD DURING THE YEAR

During the year five (5) meetings of the Board of Directors were heldthe details of which are given in the Corporate Governance Report that forms part of thisReport. The intervening gap between any two meetings of the Board was not more than onehundred and twenty (120) days as stipulated under the Act and SEBI Listing Regulations.

COMMITTEE OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition number ofmeetings and attendance at the meetings are provided in the Corporate Governance Report.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

In accordance with the provisions of the Section 178 of the CompaniesAct 2013 read along with the applicable Rules thereto and Regulation 19 of the SEBI LODRthe Company has constituted Nomination and Remuneration Committee and has formulated"Nomination and Remuneration Policy" containing criteria for determiningqualifications positive attributes independence of a director and other matters providedunder section 178(3) of Companies Act 2013 for selection of any Director Key ManagerialPersonnel and Senior Management Employees.

The said policy of the Company is directed towards rewardingperformance based on review of achievements on a periodic basis. The Board of Directorshas approved Nomination and Remuneration policy and available at the Company'swebsite under the web link http://www.everestkanto.com/policies.html. The detailspertaining to composition of the Nomination and Remuneration Committee are included in theCorporate Governance Report which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013read with the Companies (Corporate Social Responsibility Policy) Rules 2014 theCompany's CSR Committee was reconstituted on August 25 2020 upon appointment of Dr.Vaijayanti Pandit. The existing committee constitutes of Mrs. Uma Acharya (Chairperson)Dr. Vaijayanti Pandit Mr. Pushkar Khurana and Mr. Puneet Khurana.

The Company's CSR Policy provides guidelines to conduct CSRactivities of the Company which can be accessed at the Company's website athttp://www.everestkanto.com/ policies.html.

Your Company as part of its CSR initiatives has undertakenprojects/programs in accordance with the CSR Policy. The details of the CSR Report for theFinancial Year 2020-21 are given as "Annexure-I" forming part of thisReport.

VIGIL MECHANISM/WHISTLE BLOWER

The Company has formulated and established a robust Vigil Mechanismnamed Whistle Blower Policy in accordance with provisions of the Act and SEBI LODR to dealwith instances of fraud and mismanagement and to enable Directors and Employees to reportgenuine concerns about unethical behavior actual or suspected fraud or violation of Codeof Conduct and to report incidents of leak or suspected leak of unpublished pricesensitive information. The employees and other stakeholders have direct access to theChairperson of the Audit Committee for lodging concerns if any for review. No person hasbeen denied access to the Chairperson of the Audit Committee. The details of the same havebeen stated in the Report on Corporate Governance.

The Whistle Blower Policy is available on the website of your Companyat https://everestkanto.com/wp-content/uploads/2018/ 12/Vigil-Mechanism-Policy.pdf

TRANSACTIONS WITH RELATED PARTIES

All transactions entered into by the Company during the financial yearunder review with related parties were on arm's length basis and in the ordinarycourse of business and hence not falling under the ambit of Section 188 of the CompaniesAct 2013. No Related Party Transactions (RPTs) were entered into by the Company duringthe financial year which attracted the provisions of section 188 of the Companies Act2013. There being no ‘material' related party transactions / contracts /arrangements as defined under regulation 23 of the SEBI LODR there are no details to bedisclosed in Form AOC-2 in that regard.

All related party transactions are mentioned in the notes to accountswhich sets out related party disclosures.

During the year 2020-2021 pursuant to section 177 of the CompaniesAct 2013 and regulation 23 of SEBI Listing Regulations 2015 all RPTs were placed beforethe Audit Committee for its approval. Prior omnibus approval of Audit Committee wasobtained for the transactions which were of a repetitive nature.

The Policy on materiality of Related Party Transactions and also ondealing with Related Party Transactions framed under the SEBI LODR is available onCompany's website and web link thereto is http://www.everestkanto.com/policies.html.

ANNUAL EVALUATION

The Nomination and Remuneration Committee (NRC) has approved aframework / policy for performance evaluation of the Board Committees of the Board andthe individual members of the Board (including the Chairperson) which includes criteriafor performance evaluation which is reviewed annually by the Committee. A questionnairefor the evaluation of the Board its committees and the individual members of the Board(including the Chairperson) designed in accordance with the said framework and coveringvarious aspects of the performance of the Board and its Committees including compositionand quality roles and responsibilities processes and functioning adherence to Code ofConduct and Ethics and best practices in Corporate Governance as mentioned in the GuidanceNote on Board Evaluation issued by the Securities and Exchange Board of India on January5 2017 was circulated to the Directors.

Pursuant to the provisions of the Act and SEBI LODR and based on policydevised by committee the board has carried out annual evaluation of its own performanceits committees and individual directors. The board performance was evaluated on inputsreceived from all the Directors after considering criteria as mentioned aforesaid.

The performance of the committees was evaluated by the Board ofDirectors on inputs received from all committee members after considering criteria asmentioned aforesaid.

Pursuant to SEBI LODR performance evaluation of independent directorwas done by the entire board excluding the independent director being evaluated.

The performance evaluation of non-independent directors and the boardas a whole and Chairman of the Board was also carried out by the Independent Directors ofthe Company through separate meeting on March 24 2021.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 (SS-1) ANDSECRETARIAL STANDARD - 2 (SS-2)

The Directors have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively. Thecompany has complied with SS-1 and SS-2.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub section 3 and 5 of the Section 134 ofthe Companies Act 2013 your Company's Directors based on the representationsreceived from the Management confirm that:

i) in the preparation of the annual accounts for the year ended March31 2021 the applicable accounting standards have been followed and there are no materialdeviations;

ii) 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 2021and of the profit of the company for the period ended on that date;

iii) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concernbasis;

v) 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

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

AUDITORS AND AUDIT REPORT

a) Statutory Auditors

M/s. Walker Chandiok & Co LLP Chartered Accountants (FirmRegistration No. 001076N) were appointed as Statutory Auditors of the Company for a periodof five consecutive years at the 39th AGM held in the year 2018 to hold officefrom the conclusion of 39th AGM until the conclusion of 44th AGM tobe held in the year 2023. There are no qualifications adverse remarks reservations ordisclaimer made by Walker Chandiok & Co LLP Statutory Auditors in their report forthe financial year ended March 31 2021.

b) Branch Auditors

The Board of Directors of the Company at their Meeting held on February13 2021 re-appointed M/s. Arun Arora & Co. Chartered Accountants as Branch Auditorsof the Company for financial year 2020-2021. The Company has received a letter from M/s.Arun Arora & Co. to the effect that their re- appointment if made for the financialyear 2020-2021 would be within the limits prescribed under Section 141(3)(g) of theCompanies Act 2013 and that they are not disqualified for re-appointment within themeaning of Section 141 of the said Act. There is no qualification reservation or adverseremark made by them.

c) Cost Auditors

The Board of Directors has appointed Mr. Vinayak B. Kulkarni CostAccountant (Membership No. 28559) as the Cost Auditor under section 148 of the CompaniesAct 2013 for conducting audit of cost records for the financial year 2020-2021. The CostAuditor submitted his Report to the Board for its review and examination which will befiled with the Central Government within the prescribed time. There is no qualificationreservation or adverse remark made by him.

On the recommendation of the Audit Committee the Board of Directorshas appointed Mr. Vinayak B. Kulkarni Cost Accountant as the Cost Auditor of the Companyfor the financial year 2020-21 on a remuneration of Rs. 250000/- recommended by theAudit Committee and as required under the Act the remuneration was ratified by themembers at the Annual General Meeting held on September 29 2020. Mr. Vinayak B. KulkarniCost Accountant have under Section 139(1) of the Act and the Rules framed thereunderfurnished a certificate of their eligibility and consent for appointment.

As per the requirement of Central Government and pursuant to Section148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules2014 your Company carries out an audit of cost records. The Board of Directors onrecommendation of Audit Committee has appointed M/s Shekhar Joshi & Co. CostAccountants (Membership No. M/10700) as Cost Auditors of the Company for the FinancialYear 2021-22.

In terms of the provisions of Section 148(3) of the Companies Act 2013read with the Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules 2014 theremuneration of the Cost Auditors has to be ratified by the members. Accordinglynecessary resolution is proposed at the ensuing AGM for ratification of the remunerationpayable to the Cost Auditors for the Financial Year 2021-22.

d) Secretarial Auditors

The Board of Directors has re-appointed M/s Aashish K. Bhatt &Associates Practicing Company Secretaries having membership no. 19639 as the SecretarialAuditor under section 204 of the Companies Act 2013 for conducting Secretarial Audit forthe financial year 2020-2021. The Report of the Secretarial Auditor forms part of thisReport as "Annexure II".

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated February 8 2019issued by Securities and Exchange Board of India (SEBI) the Company has obtainedSecretarial Compliance Report from M/s. Aashish K. Bhatt & Associates PracticingCompany Secretaries and the same is submitted to the Stock Exchange within the prescribeddue date. The observations and comments given by the Secretarial Auditor are provided inSecretarial Auditor Report attached herewith.

Our Reply:

The Company is generally regular in meeting the statutory compliances.However due to the sudden outbreak of COVID-19 pandemic and resulting nationwidelockdown the Company has to start with work from home policy. In the initial period thatcreated some lack of co-ordination and technological challenges which resulted in delayin filing compliances.

However the Company going forward shall ensure compliances being donein the prescribed timeline.

DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds reported by the Auditors under provisions ofSection 143(12) of the Companies Act 2013 and rules made thereunder.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under section134(3)(m) of the Companies Act 2013 are provided in "Annexure III" tothis Report.

ANNUAL RETURN

As required under Section 134(3)(a) of the Act the Annual return oncefiled with Registrar of Companies/MCA shall be placed on the website of the Company andcan be accessed at https:// everestkanto.com/investors/annual-reports/

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of SEBI Listing Regulations inter alia provides thatthe annual report of the top 1000 listed entities based on market capitalisation(calculated as on 31 March of every financial year) shall include a BusinessResponsibility Report (BRR) describing the initiatives taken by them from an environmentsocial and governance perspective.

As stipulated under the SEBI LODR the Business Responsibility Report(BRR) describing the initiatives taken by the Company from an environmental social andgovernance perspective is annexed as "Annexure IV" and forms an integralpart of this Report and is also uploaded Company's website and can be accessed athttps://everestkanto.com/investors/annual-reports/

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally cleanand safe operations. Your Company endeavors that the conduct of all operations are in suchmanner so as to ensure safety of all concerned compliance of statutory and industrialrequirements for environment protection and conservation of natural resources to theextent possible.

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 of top ten employees interms of remuneration drawn and names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating 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 as amended forms part of this Report.The said information is available for inspection on all working days during businesshours at the Registered Office of the Company upto the date of AGM. Any member interestedin obtaining such information may write to the Company Secretary and the same will befurnished on request.

Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

a) Ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the Financial Year 2020-2021

Name of the Directors Designation Remun- eration of Directors (Rs.) Median Remun- eration of Employees (Rs.) Ratio of median remun- eration
Mr. Pushkar Khurana Executive Chairman Nil 229205 Nil
Mr. Puneet Khurana Managing Director 21372886 229205 93.25
Mr. Sudhindra Rao* Independent Director 800000 229205 3.49
Ms. Uma Acharya* Independent Director 845000 229205 3.69
Mr. Ghanshyam Karkera* Independent Director 815000 229205 3.56
Dr. Vaijayanti Pandit* Independent Director 680000 229205 2.97

* Remuneration to Directors during the financial year comprises ofcommission and sitting fees for attending the meetings of Board of Directors and of theCommittees thereof.

b) Percentage increase in remuneration of each Director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in theFinancial Year 2020-2021:

Name of the Directors Designation % increase in remuneration in financial year
Mr. Pushkar Khurana Executive - Chairman NA
Mr. Puneet Khurana Managing Director Nil
Mr. M. N. Sudhindra Rao Independent Director Nil
Mr. Ghanshyam Karkera Independent Director Nil
Dr. Vaijayanti Pandit Independent Director Nil
Mrs. Uma Acharya Independent Director Nil
Mr. Sanjiv Kapur Chief Financial Officer Nil
Ms. Bhagyashree Kanekar Company Secretary 10.00%

c) Percentage increase in the median remuneration of employees in thefinancial year 2020-2021: 15.64%. d) Number of permanent employees on the rolls ofCompany: 607.

e) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:

The average percentile increase in the salaries of employees other thanthe managerial personnel in the financial year 2020-21 is 9.28% whereas there is no changein percentile in the managerial remuneration during the year.

f) Affirmation that the remuneration is as per the remuneration policyof the Company:

The Company affirms that the remuneration is as per the Remunerationpolicy of the Company.

g) Name of top 10 employee of Company who were employed for part ofyear was in receipt of remuneration for that period which in the aggregate was not lessthan eight lakhs fifty thousand rupees per month:

(i) Name of employee of Company who employed throughout the financialyear or part thereof was in receipt of remuneration in that year which in the aggregateor as the case may be at a rate which in the aggregate is in excess of that drawn bythe managing director or whole-time director or manager and holds by himself or along withhis spouse and dependent children not less than two percent of the equity shares of theCompany.

(ii) if employed for a part of the financial year was in receipt ofremuneration for any part of that year at a rate which in the aggregate was not lessthan eight lakh and fifty thousand rupees per month.

(iii) If the employed throughout the financial year or part thereofwas in receipt of remuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by the managing directoror whole-time director or manager and holds by himself or along with his spouse anddependent children not less than two percent of the equity shares of the company.

The details are mentioned in the table no. (i) Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

h) The particulars of employees posted and working in a country outsideIndia not being directors or their relatives drawing more than sixty lakh rupees perfinancial year or five lakh rupees per month as the case may be as may be decided by theBoard – N.A.

Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

(i) if employed throughout the financial year was in receipt ofremuneration for that year which in the aggregate was not less than eight lakhs fiftythousand rupees per month - NA

Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

(ii) if employed throughout the financial year was in receipt ofremuneration for that year which in the aggregate was not less than one crore and twolakh rupees.

Name of the Employee

Desig- nation of the employee

Remune- ration received (Rs.)

Nature of employment whether contractual or otherwise

Qualifications and experience of the employee

Date of commen- cement of employment

The age of such employee

The last employment held by such employee before joining the company

The Percentage of equity shares held by the employee in the Company within the meaning of clause (iii) of sub-rule (2)

Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager

Mr. Puneet Khurana Managing Director 21372886 Full Time B.com MBA Intenational Business 14.11.2019 47 N.A. 7.31% Mr. Pushkar Khurana

LISTING OF SECURITIES

The Equity shares of the Company are listed on the Stock Exchanges vi7.BSE Limited and National Stock Exchange of India Limited.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL)

The Company is committed and dedicated in providing a healthy andharassment free work environment to every individual of the Company a work environmentthat does not tolerate sexual harassment. We highly respect dignity of everyone involvedat our work place whether they are employees suppliers or our customers. We require allemployees to strictly maintain mutual respect and positive attitude towards each other.The said policy is available on the Company's website and the web link thereto ishttp://www.everestkanto.com/policies.html.

The company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act. 2013.

Number of complaints pending as on the beginning of the financial year- Nil.

Number of complaints filed during the financial year- Nil.

Number of complaints pending at the end of the financial year- NII.

ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors express their appreciation for the assistancesupport and co-operation received from the Banks. Government Authorities CustomersVendors and Members during the year under review. The Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff and workers of the Company globally.

For and on behalf of the Board
Mr. Pushkar Khurana Chairman & Executive Director
DIN: 00040489
Place: Mumbai
Date: August 12 2021.

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