The financial performance of the Company for the year ended March 312020 is summarized below:
(Rs in Lakhs unless otherwise stated)
|Particulars ||Standalone ||Consolidated |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Continuing Operations || || || || |
|Revenue from operations ||48954.63 ||45249.14 ||76051.51 ||70208.59 |
|Other income ||527.49 ||649.05 ||668.49 ||532.93 |
|Total Income ||49482.12 ||45898.19 ||76720.00 ||70741.52 |
|Profit before Finance Cost Depreciation & Exceptional Items ||7625.12 ||8484.23 ||9500.93 ||10425.13 |
|Less: || || || || |
|- Finance costs ||2628.33 ||2614.07 ||3585.52 ||3561.78 |
|- Depreciation and amortisation ||2288.41 ||1311.97 ||4334.30 ||3028.75 |
|Profit / (Loss) before exceptional items and tax ||2708.38 ||4558.19 ||1581.11 ||3834.60 |
|Exceptional items (net) ||(112.48) ||(504.82) ||118.94 ||(1207.59) |
|Profit before tax from continuing operations ||2595.90 ||4053.37 ||1700.05 ||2627.01 |
|Tax expense || || || || |
|- Current tax ||499.03 ||1008.12 ||535.55 ||1022.02 |
|- Deferred tax ||506.00 ||(5707.31) ||491.01 ||(5707.31) |
|Profit after tax from continuing operations ||1590.87 ||8752.56 ||673.49 ||7312.30 |
|Discontinued Operations || || || || |
|Profit / (Loss) from discontinued operations before tax ||- ||- ||(459.17) ||(1470.49) |
|Tax expense of discontinued operations ||- ||- ||- ||- |
|Profit / (Loss) from discontinued operations after tax ||- ||- ||(459.17) ||(1470.49) |
|Profit / (Loss) after tax from total operations ||1590.87 ||8752.56 ||214.32 ||5841.81 |
|Other comprehensive income || || || || |
|(a) Items that will not be reclassified to profit and loss ||17.67 ||(145.02) ||(693.52) ||(125.49) |
|(b) Tax (expense) / benefit on items that will not be reclassified to profit and loss ||(3.95) ||(35.51) ||(3.95) ||(35.51) |
|(a) Items that will be reclassified to profit and loss ||- ||- ||2639.28 ||1692.82 |
|(b) Tax expense / (benefit) on items that will be reclassified to profit and loss ||- ||- ||- ||- |
|Total other comprehensive income (net of tax) ||13.72 ||(180.53) ||1941.81 ||1531.82 |
|Total Comprehensive Income ||1604.59 ||8572.03 ||2156.13 ||7373.63 |
|Net Profit for the period attributable to: || || || || |
|- Equity shareholders of the Company ||- ||- ||298.49 ||5868.69 |
|- Non controlling interests ||- ||- ||(84.17) ||(26.88) |
|Total Comprehensive Income for the period attributable to: || || || || |
|- Equity shareholders of the Company ||- ||- ||2240.30 ||7400.51 |
|- Non controlling interests ||- ||- ||(84.17) ||(26.88) |
|Retained Earnings: Balance brought forward from the previous year ||(9556.54) ||(18297.36) ||15962.02 ||10085.54 |
|Transitional adjustment on adoption of ind AS 116 Leases' (net on tax) ||(124.97) ||- ||(164.76) ||- |
|Net profit for the year ||1590.87 ||8752.56 ||298.49 ||5868.69 |
|Other Comprehensive Income ||13.72 ||(180.53) ||1941.81 ||1531.82 |
|Adjustments to OCI for Foreign Currency Translation ||- ||- ||(2639.28) ||(1692.82) |
|Adjustments to OCI for FVOCI Equity ||(15.03) ||168.79 ||(15.03) ||168.79 |
|Retained Earnings carried forward ||(8091.95) ||(9556.54) ||15383.25 ||15962.02 |
|Earnings per share (not annualised) (in Rs): || || || || |
|Basic & diluted earnings per share of Rs 2.00 each || || || || |
|(i) Continuing operations ||1.42 ||7.80 ||0.67 ||6.54 |
|(ii) Discontinuing operations ||- ||- ||(0.41) ||(1.31) |
|(iii) Total operations ||1.42 ||7.80 ||0.26 ||5.23 |
FY20 was another significant milestone for EKC we continued to makesteady business progress in the backdrop of weak economic conditions that impacted overallindustrial activity. During the year our domestic business grew its revenues by utilizingexisting facilities while maintaining tight control over operating costs - leading tooperating efficiencies and strong cash flow generation which was used to pay down debtfurther. As volumes grow on the basis of our close alignment with emerging demand areasthere is greater value addition across our customer relationships leading to steady toexpanding margins.
We see strong traction in our business over the next several years asthe CNG ecosystem expands nationwide based on time bound commitments made by privateplayers in line with the government mandate. Being a well-established player in thissegment over the last four decades with the largest market share in high-pressure gascylinders we look forward to our growing contribution as CNG adoption develops in thecountry. In addition gas usage continues to see secular growth across a range ofindustrial applications which should bring further traction to business volumes.
Following the unfortunate spread of the Covid-19 pandemic there isrising demand for medical oxygen supplies. EKC with a strong track record of supplyingsafe contamination-free cylinders built for oxygen and other gases used by medicalestablishments is well-positioned to cater to this demand from hospitals and otherancillary medical infrastructure created for the treatment of Covid-19 related cases. Ourmanufacturing facilities have fungible production capabilities and we have garnered strongrevenue contribution from this sector over the last few months. At a strategic levelhigher spending on healthcare should bring strong demand over the next few years.
We also look forward to higher revenue contribution from our overseasbusinesses. In our UAE operations we see growing demand for the transportation of naturalgas used in industrial production. We are also exploring opportunities in some countriesin Europe Africa and South America where gas is being used increasingly fortransportation and industrial production. In the U.S. we are focused on navy aerospaceand industrial gas apart from pursuing new technology development in composite carboncylinders. In this market we see demand picking up this year following the re-validationof our manufacturing facilities.
Going forward we see structural demand from the adoption of gas-basedfuels in industry medical equipment F&B automotive and other sectors based on botheconomic and environmental considerations. We currently operate production facilities inIndia UAE and USA with diversified capabilities and have the resource base ready toexpand capacity by incurring marginal capital expenditure. Overall we look forward toleveraging our established strengths to deliver significant value for all stakeholders.
On standalone basis for the financial year 2019-2020 revenue fromoperations stood at Rs 48954.63 Lakhs against the previous year's revenues of Rs45249.14 Lakhs. Net Profit after tax stood atRs Rs 1590.87 Lakhs as against Rs 8752.56Lakhs.
On consolidated basis the Company sold 680598 units as compared to Rs687159 units in the previous financial year. Revenues for financial year 2019-2020 stoodat Rs 76051.51 Lakhs against the previous year's revenues of Rs 70208.59 Lakhs.
Your company has achieved a Net Profit After Tax of Rs. 673.49 lakhs infinancial year 2019-20 as against Rs 7312.30 lakhs in financial year 2018-19 whichincluded an amount of Rs 5707.31 lakhs in respect to deferred tax asset credit.
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.
The Directors have not proposed any dividend for the financial year2019- 2020 to preserve reserves at large for betterment of the Company.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to reserves.
DEPOSITS UNDER CHAPTER V OF COMPANIES ACT 2013
The Company has not accepted any Deposits from the public within theambit 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 divided intoRs 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;
On July 11 2020 the Company
(i) Acquired additional 27.35% of equity share capital of CalcuttaCompressions & Liquefaction Engineering Ltd thereby making it wholly owned subsidiaryCompany and
(ii) Transferred 72.65% of equity share capital of EKC Positron GasLtd thereby it ceases to be subsidiary Company.
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.
DETAILS OF FRAUD REPORTED BY AUDITORS
There were no frauds reported by the Statutory Auditors underprovisions of Section 143(12) of the Companies Act 2013 and rules made there under.
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 year2019-2020 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.
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.
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 maintained the Long Term and Short Term ratings as under:
Facility (Rs in Rating Remarks No. Crore)
1 Long Term Fund 37.67 CARE BB+ Stable Rating based bank (Double BPlus; Reaffirmed; facilities Outlook: Stable) (Outlook (Yes Bank revised to Term Loan)stable from positive)
2 Long Term Fund 91.00 CARE BB+ Stable Rating based bank (Double BPlus; Reaffirmed; facilities (Cash Outlook: Stable) (Outlook Credit) revised to stablefrom positive)
3 Short Term 54.92 CARE A4+ Reaffirmed bank facilities [A Four Plus](Non Fund Based)
As on March 31 2020 the Company has
(a) two wholly owned overseas subsidiary companies viz. EKCInternational FZE in Dubai UAE and EKC Industries (Thailand) Co. Ltd. in Thailand
(b) four step down wholly owned overseas subsidiary companies viz. EKCHungary Kft in Hungary CP Industries Holdings Inc. in USA EKC Europe GmbH in Germanyand EKC Industries (Tianjin) Co. Ltd. in China
(c) Two Indian subsidiary Companies viz. Calcutta Compressions &Liquefaction Engineering Ltd. and EKC Positron Gas Ltd. and one wholly owned Indiansubsidiary Company viz. Next Gen Cylinder Private Limited.
Kamal EKC industries Ltd a Joint Venture Company in Tanzania ceased tocontinue its business w.e.f August 23 2019.
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) RETIREMENT BY ROTATION
In accordance with the provisions of Section 152(6) of the CompaniesAct 2013 Mr. Pushkar Khurana (DIN 00040489) will retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible offers himself forre-appointment. The Board recommends his re-appointment.
APPOINTMENT AND CESSATION OF DIRECTORS AND KMP
During the year Dr. Vaijayanti Pandit (DIN: 06742237) was appointed asAdditional Director in Independent Category on March 30 2020 subject to the approval ofthe shareholders at ensuing AGM.
Mrs. Uma Acharya (DIN: 07165976) has completed first term of five yearsas an Independent Director of the Company on May 25 2020. She was further re-appointed asan Independent Director of the Company for a second term of 5 years from May 26 2020subject to the approval of the shareholders at ensuing AGM.
With deep regret we report the sad demise of Mr. P. K. KhuranaPromoter Executive Chairman and Managing Director of the Company on October 11 2019. Hewas a pioneer and since inception with his dynamic leadership has played a pivotal rolein making the company truly global. His management skills along with his far sightedvision has helped the company steer through various stages in the business during histenure and has led to exceptional progress of the company all throughout. Your Directorsplace on record their highest gratitude and appreciation for his guidance andencouragement to the board during his tenure.
On November 14 2019 the Board of Directors designated Mr. PushkarKhurana as Promoter Executive Chairman and Mr. Puneet Khurana resigned as the ChiefExecutive Officer of the Company. He was appointed as the Managing Director of theCompany subject to approval of Members in the ensuing Annual General Meeting.
Mr. Mohan Jayakar resigned as Non-Executive Independent Director w.e.f.April 16 2019.
To remove technical glitch Mr. M. N. Sudhindra Rao resigned as anIndependent Director and was re-appointed as an Additional Director in Independentcategory w.e.f. June 03 2019 for the second term.
The brief resume / details regarding the Directors proposed to beappointed / re-appointed as above are furnished in the Notice of 41st Annual GeneralMeeting.
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 and are the persons of high integrity and repute.
NUMBER OF BOARD MEETINGS DURING THE YEAR
During the year six meetings of the Board of Directors were held;details of the same have been mentioned in Corporate Governance Report.
The details pertaining to composition of the Audit Committee areincluded in the Corporate Governance Report which forms part of this Report.
NOMINATION AND REMUNERATION COMMITTEE
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 is attached as Annexure I to this report and isavailable on the Company's website and the web link thereto ishttp://www.everestkanto.com/policies.html.
The details pertaining to composition of the Nomination andRemuneration Committee are included in the Corporate Governance Report which forms partof this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of section 135 of Companies Act 2013 theCompany's CSR Committee was reconstituted on November 14 2019 and August 25 2020upon demise of Mr. P. K. Khurana and appointment of Dr. Vaijayanti Pandit. The existingcommittee constitutes of Mrs. Uma Acharya (Chairman) Dr. Vaijayanti Pandit Mr. PushkarKhurana 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.
The CSR Report for the financial year 2019-20 forms part of theBoard's Report and is annexed as Annexure II to this report.
The Company has established a robust Vigil Mechanism and aWhistle-blower policy in accordance with provisions of the Act and SEBI LODR. The detailsof the same have been stated in the Report on Corporate Governance The said Policy isattached as Annexure III and is available on the website of the Companyhttp://www.everestkanto.com/policies.html.
TRANSACTIONS WITH RELATED PARTIES
All transactions entered into by the Company during the financial yearunder review with related parties were on arms length basis and in the ordinary course ofbusiness and hence not falling under the ambit of Section 188 of the Companies Act 2013.No Related Party Transactions (RPTs) were entered into by the Company during the financialyear which attracted the provisions of section 188 of the Companies Act 2013. Therebeing no material' related party transactions / contracts / arrangements asdefined under regulation 23 of the SEBI LODR there are no details to be disclosed in FormAOC-2 (Annexure IV) in that regard.
All related party transactions are mentioned in the notes to accountswhich sets out related party disclosures.
During the year 2019-2020 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 Related Party Transactions framed under the SEBI LODR isavailable on Company's website and web link thereto ishttp://www.everestkanto.com/policies.html.
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 SEBILODR and based on policy devised by committee the board has carried out annual evaluationof its own performance its committees and individual directors. The board performance wasevaluated on inputs received from all the Directors after considering criteria asmentioned 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 February 10 2020.
The Directors declared that applicable Secretarial Standards i.e. SS1and SS2 relating to Meetings of the Board of Directors' and GeneralMeetings' respectively have been duly followed.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub section 3 and 5 of the Section 134ofthe 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 2020 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 2020and of the profit and loss 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.
a) STATUTORY AUDITORS
In accordance with the provisions of Section 139(2) of the CompaniesAct 2013 and the Companies (Audit and Auditors) Rules 2014 the members of the Companyat their 39th Annual General Meeting held on September 29 2018 had appointed M/s. WalkerChandiok & Co LLP Chartered Accountants as the Statutory Auditors of the Company foranother term of five years to hold office from the conclusion of the said Annual GeneralMeeting. There is no qualification reservation or adverse remark made by them.
b) BRANCH AUDITORS
The Board of Directors of the Company at their Meeting held on February12 2019 re-appointed M/s. Arun Arora & Co. Chartered Accountants as Branch Auditorsof the Company for financial year 2019-20. The Company has received a letter from M/s.Arun Arora & Co. to the effect that their re- appointment if made for the financialyear 2019-20 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 2019-2020. The CostAuditor will submit his Report to the Board for its review and examination which willthen be filed with the Central Government within the prescribed time. There is noqualification reservation 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 2019-20 on a remuneration of Rs 250000/-recommended by the AuditCommittee and as required under the Act the remuneration was ratified by the members atthe Annual General Meeting held on September 30 2019.
d) SECRETARIAL AUDITORS
The Board of Directors has re-appointed M/s. Aashish K. Bhatt &Associates Practicing Company Secretaries having membership no. 19639 as theSecretarial Auditors under section 204 of the Companies Act 2013 for conductingSecretarial Audit for the financial year 2019-20. The Report of the Secretarial Auditorforms part of this Report as
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 in their Reportare self-explanatory and hence do not call for any further comments.
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 VI to this Report.
As required under Section 134(3)(a) of the Act the Annual return hasbeen placed on the website of the Company and can be accessed athttps://everestkanto.com/investors/financial-disclosure-and-information-under-corporate-loss/
EXTRACT OF ANNUAL RETURN
As per provisions of the Act details forming part of the Extract ofthe Annual Return of the Company in the prescribed Form MGT-9 is attached to the Report asAnnexure VII. The same is available on http://www.everestkanto.com/investors.html.
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.Having regard to the provisions of the second proviso to Section 136(1) of the Act and asadvised the Annual Report excluding the aforesaid information is being sent to themembers of the Company and other entitled to. The said information is available forinspection on all working days during business hours at the Registered Office of theCompany upto the date of AGM. Any member interested in obtaining such information maywrite to the Company Secretary and the same will be furnished 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 2019-20:
Name of Designation Remun- Median Ratio of the eration of Remun- medianDirectors Directors eration of remun-Employees eration (Rs)
Mr. P.K. Chairman 7169794 271703 26.39 Khurana* & ManagingDirector
Mr. Executive Nil 271703 Nil Pushkar Chairman Khurana
Mr. Puneet Managing 8223044 271703 30.26 Khurana Director
Mr. Mohan Independent Nil 271703 Nil Jayakar* Director
Mr. M. N. Independent 285000 271703 1.05 Sudhindra Director Rao*
Mrs. Uma Independent 390000 271703 1.44 Acharya* Director Mr.Independent 375000 271703 1.38 Ghanshyam Director Karkera* Dr. Independent Nil271703 Nil Vaijayanti Director Pandit #
* Remuneration to Directors during the financial year comprises ofcommission and sitting fees for attending the meetings of Board of Directors and of theCommittees thereof.
Commission of Rs 5 lakh paid to the Independent Directors has not beenconsidered for calculation of Ratios.
# Appointed as an Additional Director Independent categoryw.e.f. March 30 2020.
(b) Percentage increase in remuneration of each Director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in theFinancial Year 2019-20:
|Name of the Directors ||Designation ||% increase in remuneration in financial year |
|Mr. P.K. Khurana ||Chairman & Managing Director ||0.00% |
|Mr. Pushkar Khurana ||Executive Chairman ||N.A. |
|Mr. Puneet Khurana ||Managing Director ||0.00% |
|Mr. Puneet Khurana ||Chief Executive Officer ||0.00% |
|Mr. Mohan Jayakar ||Independent Director ||N.A. |
|Mr. M. N. Sudhindra Rao ||Independent Director ||31.25% |
|Mrs. Uma Acharya ||Independent Director ||31.25% |
|Mr. Ghanshyam Karkera ||Independent Director ||31.25% |
|Dr. Vaijayanti Pandit # ||Independent Director ||N.A. |
|Mr. Sanjiv Kapur ||Chief Financial Officer ||0.00% |
|Ms. Bhagyashree Kanekar ||Company Secretary ||16.00% |
(c) Percentage increase in the median remuneration of employees in thefinancial year 2019-20: 6.93%
(d) Number of permanent employees on the rolls of Company: 561
(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 justificationthere of 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 2019-20 is 6.36% whereas the percentileincrease in the managerial remuneration during the year is 4.46%.
(f) Affirmation that the remuneration is as per the remuneration policyof the Company.
The Company affirms remuneration is as per the remuneration policy ofthe Company.
(g) The statement containing names of top ten employees in terms ofremuneration drawn and the particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport.
Further the report and the accounts are being sent to the Membersexcluding the aforesaid annexure. In terms of Section 136 of the Act the said annexure isopen for inspection at the Registered Office of the Company. Any Member interested inobtaining a copy of the same may write to the Company Secretary.
(h) 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.
(i) The particulars of employees posted and working in a countryoutside India not being directors or their relatives drawing more than sixty lakh rupeesper financial year or five lakh rupees per month as the case may be as may be decided bythe Board N.A.
(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
|Name of the Employee ||Designation of the employee ||Remuneration received (Rs) ||Nature of employment whether contractual or otherwise ||Qualifications and experience of the employee ||Date of commencement 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* ||Chief Executive Officer ||14424921 ||Full Time ||B.Com MBA International Business ||10.02.2017 ||46 ||N.A. ||7.31% ||Mr. P. K. Khurana; Mr. Pushkar Khurana |
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 ||Designation of the employee ||Remuneration received (Rs) ||Nature of employment whether contractual or otherwise ||Qualifications and experience of the employee ||Date of commencement 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. P. K. Khurana* ||Chairman and Managing Director ||7169794 ||Full Time ||B. Com and Law Graduate ||01.08.1978 ||- ||N.A. ||10.89% ||Mr. Pushkar Khurana; Mr. Puneet Khurana |
|Mr. Puneet Khurana** ||Managing Director ||8223044 ||Full Time ||B.Com MBA International Business ||14.11.2019 ||46 ||N.A. ||7.31% ||Mr. P. K. Khurana; Mr. Pushkar Khurana |
LISTING OF SECURITIES
The Equity shares of the Company are listed on the Stock Exchanges viz.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 said policy is attached as Annexure VIII tothe report.
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 complaintspending at the end of the financial year-Nil
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.
Board report and any annexures is required to be signed by itschairperson of the company if he is authorised by the Board and where he is not soauthorised shall be signed by at least two directors one of whom shall be a managingdirector or by the director where there is one director.
Annexure I: NOMINATION REMUNERATION AND EVALUATION POLICY
This Nomination Remuneration and Evaluation Policy (the"Policy") applies to the Board of Directors (the "Board") KeyManagerial Personnel (the "KMP") and the Senior Management Personnel of EverestKanto Cylinder Limited (the "Company"). This Policy is in compliance withSection 178 of the Companies Act 2013 read along with the applicable Rules thereto andClause 49 under the Listing Agreement.
"Employees' Stock Option" means the option given to thedirectors officers or employees of a company or of its holding company or subsidiarycompany or companies if any which gives such directors officers or employees thebenefit or right to purchase or to subscribe for the shares of the company at a futuredate at a pre- determined price.
"Independent Director" means a director referred to inSection 149(6) of the Companies Act 2013.
"Key Managerial Personnel" " (KMP) means -(i) Chairman& Managing Director; (ii) Company Secretary; (iii) Whole-time Director; (iv) ChiefFinancial Officer; and (v) Such other Officer as may be prescribed.
"Nomination and Remuneration Committee" shall mean aCommittee of Board of Directors of the Company constituted in accordance with theprovisions of Section 178 of the Companies Act 2013 and the Listing Agreement."Remuneration" means any money or its equivalent given or passed to any personfor services rendered by him and includes perquisites as defined under the Income-taxAct1961.
"Senior Management Personnel" (SMP) means to include allmembers other than the Directors and KMPs of the Company who are the functional heads ofthe departments/ divisions/branches of the Company.
The terms used in this Policy but not defined in this Policy shall havethe same meaning as defined under the Companies Act 2013.
The primary objective of the Policy is to provide a framework and setstandards for the nomination remuneration and evaluation of the Directors Key ManagerialPersonnel and officials comprising the Senior Management. The Company aims to achieve abalance of merit experience and skills amongst its Directors Key Managerial Personneland Senior Management.
(i) The Board is ultimately responsible for the appointment ofDirectors and Key Managerial Personnel.
(ii) The Board has delegated responsibility for assessing and selectingthe candidates for the role of Directors Key Managerial Personnel and the SeniorManagement of the Company to the Nomination and Remuneration Committee which makesrecommendations & nominations to the Board.
4. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is responsible for:
(i) reviewing the structure size and composition (including theskills knowledge and experience) of the Board at least annually and makingrecommendations on any proposed changes to the Board to complement the Company'scorporate strategy with the objective to diversify the Board;
(ii) identifying individuals suitably qualified to be appointed as theKMPs or in the Senior Management of the Company;
(iii) recommending to the Board on the selection of individualsnominated for directorship;
(iv) making recommendations to the board on the remuneration payable tothe Director/ KMPs / SMPs so appointed / reappointed;
(v) assessing the independence of independent directors;
(vi) such other key issues/matters as may be referred by the Board oras may be necessary in view of the Listing Agreement and provision of the Companies Act2013 and Rules thereunder;
(vii) making recommendations to the Board concerning any mattersrelating to the continuation in office of any Director at any time including thesuspension or termination of service of an Executive Director as an employee of theCompany subject to the provision of the law and their service contract;
(viii) ensuring that level and composition of remuneration isreasonable and sufficient relationship of remuneration to performance is clear and meetsappropriate performance benchmarks;
(ix) devising a policy on Board diversity;
(x) developing a succession plan for the Board and to regularly reviewthe plan.
5. COMPOSITION OF THE NOMINATION AND REMUNERATION COMMITTEE
(i) The Committee shall consist of a minimum three (3) non-executivedirectors majority of them being independent.
(ii) Minimum two (2) members shall constitute a quorum for theCommittee meeting.
(iii) Membership of the Committee shall be disclosed in the AnnualReport.
(iv) The Company Secretary of the Company shall act as Secretary of theCommittee.
(i) The Chairman of the Committee shall be an Independent Director.
(ii) The Chairman of the Company may be appointed as a member of theCommittee but shall not be a Chairman of the Committee.
(iii) In the absence of the Chairman the members of the Committeepresent at the meeting shall choose one amongst them to act as Chairman.
(iv) The Chairman of the Nomination and Remuneration Committee meetingcould be present at the Annual General Meeting or may nominate some other member to answerthe shareholders' queries.
7. FREQUENCY OF THE MEETINGS OF THE COMMITTEE
The meeting of the Committee shall be held at such regular intervals asmay be required.
8. COMMITTEE MEMBERS' INTERESTS
(i) A member of the Committee is not entitled to be present when his orher own remuneration is discussed at a meeting or when his or her performance is beingevaluated.
(ii) The Committee may invite such executives as it considersappropriate to be present at the meetings of the Committee.
(i) Matters arising for determination at Committee meetings shall bedecided by a majority of votes of Members present and voting and any such decision shallfor all purposes be deemed to be a decision of the Committee.
(ii) In the case of equality of votes the Chairman of the meeting willhave a casting vote.
10. MINUTES OF THE MEETING
Proceedings of all meetings must be minted and signed by the Chairmanof the said meeting or the Chairman of the next succeeding meeting. Minutes of theCommittee meeting will be tabled at the subsequent Board and Committee meeting.
This Policy is applicable to:
(i) Directors (Executive Non-Executive and Independent) (ii) KeyManagerial Personnel (iii) Senior Management Personnel (iv) Other employees as may bedecided by the Nomination and Remuneration Committee
12. CRITERIA FOR APPOINTMENT OF DIRECTORS/KMPs/ SENIOR MANAGEMENTPERSONNEL
(i) Enhancing the competencies of the Board and attracting as well asretaining talented employees for role of KMPs are the basis for the Nomination andRemuneration Committee to nominate a candidate for appointment by the Board. Whenrecommending a candidate for appointment the Nomination and Remuneration Committee shallhave regard to:
(a) assessing the appointee against a range of criteria which includesbut not be limited to qualifications skills regional and industry experience backgroundand other qualities required to operate successfully in the position with due regard forthe benefits from diversifying the Board;
(b) the extent to which the appointee is likely to contribute to theoverall effectiveness of the Board work constructively with the existing directors andenhance the efficiencies of the Company;
(c) the skills and experience that the appointee brings to the role ofKMP/SMP and how an appointee will enhance the skill sets and experience of the Board as awhole;
(d) the nature of existing positions held by the appointee includingdirectorships or other relationships and
(e) the impact they may have on the appointee's ability toexercise independent judgment.
(ii) Personal Specifications:
(a) Degree holder in relevant disciplines;
(b) Experience of management in a diverse organization;
(c) Excellent interpersonal communication and representational skills;
(d) Demonstrable leadership skills;
(e) Commitment to high standards of ethics personal integrity andprobity;
(f) Commitment to the promotion of equal opportunities communitycohesion and health and safety in the workplace;
(g) Having continuous professional development to refresh knowledge andskills.
Details of the personal specifications are provided in the Annexurehereto.
13. LETTERS OF APPOINTMENT
Each Director/KMP/SMP is required to sign the letter of appointmentwith the Company containing the terms of appointment and the role assigned to him in theCompany.
14. REMUNERATION OF DIRECTORS KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The guiding principle is that the level and composition of remunerationshall be reasonable and sufficient to attract retain and motivate Directors KMPs andother SMPs. The salary of Directors Key Management Personnel and other Senior ManagementPersonnel shall be based & determined on the individual person's responsibilitiesand performance and in accordance with the limits as prescribed statutorily if any.
The Nomination & Remuneration Committee shall determine individualremuneration packages for Directors KMPs and SMPs of the Company taking into accountfactors it deems relevant including but not limited to market business performance andpractices in comparable companies having due regard to financial and commercial health ofthe Company as well as prevailing laws and government/other guidelines. The Committeeshall consult with the Chairman of the Board as it deems appropriate. The remuneration/compensation/ commission etc. to Directors and KMPs determined by the Committee will berecommended to the Board for its approval. The remuneration/ compensation/ commission etc.shall be subject to the prior/post approval of the shareholders of the Company and CentralGovernment wherever required. Increments to the existing remuneration/ compensationstructure of Directors and KMPs shall be recommended by the Committee to the Board whichshould be within the slabs approved by the Shareholders in the case of Directors. Whereany insurance is taken by the Company on behalf of its Directors KMPs and SMPs forindemnifying them against any liability the premium paid on such insurance shall not betreated as part of the remuneration payable to any such personnel. Provided that if suchperson is proved to be guilty the premium paid on such insurance shall be treated as partof the remuneration.
(B) Provisions Under Companies Act 2013 In Respect Of Directors
(i) The remuneration and commission to be paid to Directors shall be asper the statutory provisions of the Companies Act 2013 and the rules made there underfor the time being in force.
(ii) The total managerial remuneration payable by the Company to itsDirectors including Managing Director and Whole Time Director (including its Manager ifany) in respect of any financial year shall not exceed eleven percent of the net profitsof the Company computed as per the manner prescribed under the Act.
(iii) The Company with the approval of the Shareholders and CentralGovernment may authorise the payment of remuneration exceeding eleven percent of the netprofits of the company subject to the provisions of Schedule V of the Act.
(iv) The Company may with the approval of the shareholders authorisethe payment of remuneration upto five percent of the net profits of the Company to any oneManaging Director/Whole Time Director/ Manager and ten percent in case of more than onesuch official.
(v) The Company may pay remuneration to its Directors other thanManaging Director and Whole Time Director upto one percent of the net profits of theCompany if there is a Managing Director or Whole Time Director or Manager and threepercent of the net profits in any other case.
(vi) If any Director draws or receives directly or indirectly by wayof remuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.
(vii) The net profits for the purpose of the above remuneration shallbe computed in the manner referred to in Section 198 of the Companies Act 2013. (viii)The Independent Directors shall not be entitled to any stock option and may receiveremuneration by way of fee for attending meetings of the Board or Committee thereof or forany other purpose as may be decided by the Board and profit related commission as may beapproved by the members. The sitting fee to the Independent Directors shall not be lessthan the sitting fee payable to other directors.
(C) Remuneration Composition
(i) Remuneration to Executive Directors and KMPs
(a) Executive Directors and KMPs shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Nomination andRemuneration Committee in accordance with the statutory provisions of the Companies Act2013 and the rules made thereunder for the time being in force. (b) The break-up of thepay scale and quantum of perquisites including employer's contribution to P.Fpension scheme medical expenses club fees etc. shall be decided and approved by theBoard on the recommendation of the Committee and approved by the shareholders and CentralGovernment wherever required.
The Executive Directors and KMPs may participate in a performancelinked variable pay scheme which will be based on the individual and company performancefor the year pursuant to which the Executive Directors and KMPs are entitled toperformance-based variable remuneration.
(ii) Remuneration to Directors other than Executive Directors:
(a) The Non- Executive / Independent Directors may receive remunerationby way of fees for attending meetings of Board or Committee thereof.
(b) Provided that the amount of such fees shall not exceed the maximumamount as provided in the Companies Act 2013 per meeting of the Board or Committee orsuch amount as may be prescribed by the Central Government from time to time.
The Non- Executive / Independent Directors may receive Commission onyearly basis as per the Policy of the
Company with regards to the profits achieved by the Company during theyear and within the limits prescribed under Companies Act 2013.
(iii) Remuneration to Senior Management Personnel:
(a) The Nomination and Remuneration Committee may determine from timeto time the remuneration payable to Senior Management Personnel including the incrementspayable as per the Policy.
(b) The authority of such determination of remuneration of the SMPs maybe delegated to the Managing Director by the Nomination and Remuneration Committee as theCommittee deems fit in this regard.
(c) The Managing Director shall from time to time intimate theNomination and Remuneration Committee the remuneration payable to the Senior ManagementPersonnel in case of delegation of authority to him by the Nomination and RemunerationCommittee. Fixed Pay: (a) Senior Management Personnel shall be eligible for a monthlyremuneration as may be approved by the Nomination and Remuneration Committee. However incase of Manager as defined under Companies Act 2013 the remuneration shall be inaccordance with the statutory provisions of the Companies Act 2013 and the Rules madethere under for the time being in force.
(b) The break-up of the pay scale and quantum of perquisites includingemployer's contribution to P.F pension scheme medical expenses club fees etc.shall be decided and approved by the Nomination and Remuneration Committee.
The Senior Management Personnel may participate in a performance linkedvariable pay scheme which will be based on the individual and Company performance for theyear pursuant to which the Senior Management Personnel are entitled to performance-basedvariable remuneration.
15. CRITERIA FOR EVALUATION OF DIRECTORS/ KMPs/ SMPs OF THE COMPANY
(i) The evaluation of the Directors KMPs and the SMPs of the Companyshall be conducted on an annual basis which shall further satisfy the requirements of theListing Agreement.
(ii) The following criteria may be considered in determining howeffective the performances of the Directors/ KMPs / SMPs have been:
(a) leadership & stewardship abilities
(b) contributing to clearly define corporate objectives & plans
(c) communication of expectations & concerns clearly withsubordinates
(d) obtain adequate relevant & timely information from externalsources.
(e) review & approval achievement of strategic and operationalplans objectives budgets
(f) regular monitoring of corporate results against projections
(g) identify monitor & mitigate significant corporate risks
(h) assess policies structures & procedures
(i) direct monitor & evaluate KMPs SMPs
(j) review management's succession plan
(k) effective meetings (l) assuring appropriate board sizecomposition independence structure
(m) clearly defining roles & monitoring activities of committees
(n) review of corporation's ethical conduct (iii) Evaluation onthe aforesaid parameters will be conducted by the Independent Directors for each of theExecutive/Non-Independent Directors in a separate meeting of the Independent Directors.
(iv) The Executive Director/Non-Independent Directors along with theIndependent Directors will evaluate/ assess each of the Independent Directors on theaforesaid parameters. Only the Independent Director being evaluated will not participatein the said evaluation discussion.
16. TERM OF APPOINTMENT AND LIMITS ON NUMBER OF
(i) Managing Director or Whole Time Directors
The Company shall appoint or re-appoint any person as its ManagingDirector / Whole-Time Director for a term not exceeding five years at a time. Noreappointment shall be made earlier than one year before the expiry of term.
(ii) Independent Directors
(a) An Independent Director shall hold office for a term up to fiveconsecutive years on the Board of the Company and will be eligible for re-appointment onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report.
(b) No Independent Director shall hold office for more than twoconsecutive terms but such Independent Director shall be eligible for appointment afterexpiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not during the said periodof three years be appointed in or be associated with the Company in any other capacityeither directly or indirectly.
(c) At the time of appointment of Independent Director it should beensured that number of Boards on which such Independent Director serves is restricted toseven listed companies as an Independent Director and three listed companies as anIndependent Director in case such person is serving as a Whole-time Director of a listedcompany.
(d) The maximum number of public companies in which a person can beappointed as a director shall not exceed ten.
For reckoning the limit of public companies in which a person can beappointed as Director directorship in private companies that are either holding orsubsidiary company of a public company shall be included.
(e) The appointment shall be subject to the other applicable provisionsof Companies Act 2013.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
The Company shall familiarize the Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousprogrammes seminars and plant visits.
Due to reasons for any disqualification mentioned in the Companies Act2013 rules made thereunder or under any other applicable laws rules and regulations theCommittee may recommend to the Board with reasons recorded in writing removal of aDirector KMP subject to the provisions and compliance of the applicable laws rules andregulations.
The Directors & KMPs shall retire as per the applicable provisionsof the Companies Act 2013 and the prevailing policy of the Company while SMPs shallretire as per the prevailing policy of the Company. The Board will have the discretion toretain the Directors KMPs SMPs in the same position / remuneration or otherwise evenafter attaining the retirement age in the best interest and benefit of the Company.
The Company shall disclose the Policy on Nomination and Remuneration inthe Board Report.
21. DEVIATION FROM THE POLICY
The Board may in individual or collective case deviate from thisPolicy in its absolute discretion if there are particular reasons to do so. In the eventof any departure from the Policy the Board shall record the reasons for such departure inthe Board's minutes. However the deviations made in the Policy shall not be incontradiction to the Companies Act 2013 the Listing Agreement and any other laws orrules applicable thereto amended from time to time.
22. AMENDMENTS TO THE POLICY
The Board of Directors on its own and / or as per the recommendationsof Nomination and Remuneration Committee can amend this Policy as and when deemed fit.
23. In case of any amendment(s) clarification(s) circular(s) etc.issued by the relevant authorities not being consistent with the provisions laid downunder this Policy then such amendment(s) clarification(s) circular(s) etc. shallprevail upon the provisions hereunder and this Policy shall stand amended accordingly fromthe effective date as laid down under such amendment(s) clarification(s) circular(s)etc.
Personal Specification for Directors
Degree holder in relevant disciplines (e.g. managementaccountancy legal); or
Experience of management in a diverse organisation
Experience in accounting and finance administration corporateand strategic planning or fund management
Demonstrable ability to work effectively with a Board ofDirectors
Excellent interpersonal communication and representationalskills
Demonstrable leadership skills
Extensive team building and management skills
Strong influencing and negotiating skills
Having continuous professional development to refresh knowledgeand skills
4. Abilities and Attributes
Commitment to high standards of ethics personal integrity andprobity
Commitment to the promotion of equal opportunities communitycohesion and health and safety in the workplace
5. Political inclinations and opinions.
ANNEXURE II: CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Corporate Social Responsibility Policy ("the CSR Policy")has been framed by Everest Kanto Cylinder Limited ("the Company") in accordancewith the Section 135 Schedule VII of the Companies Act 2013 and CSR Rules issued by theMinistry of Corporate Affairs and shall be effective from April 01 2019. Unless thecontext otherwise requires the definitions mentioned in the Companies Act 2013 and CSRRules issued by the Ministry of Corporate Affairs shall apply to this CSR Policy.
Company Philosophy for CSR Policy:
Companies Act 2013 has formally introduced the Corporate SocialResponsibility to the dash board of the Indian Companies.
Everest Kanto Cylinder Limited is positive and appreciates the decisiontaken by the Government of India. Legal framework of CSR is an edge to CorporateCharitable/Reformative approach towards the Society to which the Corporate belongs. Byintroducing a separate section for CSR in Companies Act 2013 the Government has givenlegal recognition to their community development approach. The management of the EverestKanto Cylinder Limited expresses its willingness and extends support to the CSR conceptits legal framework and shall be abided to it.
Corporate Social Responsibility Committee:
The Company has constituted Corporate Social Responsibility Committee("the Committee") comprising of following three Directors out of which oneDirector is an Independent Director:
|1. Mrs. Uma Acharya ||- ||Independent Director - Chairman |
|2. Dr. Vaijayanti Pandit ||- ||Independent Director - Member (w.e.f. August 25 2020) |
|3. Mr. Puneet Khurana ||- ||Managing Director - Member (w.e.f. November 14 2020) |
|4. Mr.Pushkar Khurana ||- ||Chairman Executive Director - Member |
Board of Directors of the Company may re-constitute the Committee asand when required to do so by following the sections sub-sections rules regulationsnotifications issued or to be issued from time to time by the Ministry of CorporateAffairs or the Central Government of India. The Committee shall exercise powers andperform the functions assigned to it by the Board of Directors of the Company pursuant tosection 135 of the Companies Act 2013 and CSR Rules notified with regard thereto.
Pursuant to Schedule VII of the Companies Act 2013 the Committee hasapproved the following activities as "CSR Activities" to be undertaken under theCSR policy of the Company. The Board of Directors has reviewed the said activities andexpressed their consent to the Committee to pursue the said activities under CSR policy ofthe Company under section 135 of the Companies Act 2013 Schedule VII and otherapplicable rules regulations notifications etc. issued/to be issued from time to time.
Approved CSR Activities relating to:
(i) Eradicating hunger poverty and malnutrition promoting health care(including preventinve health care) and sanitation (including contribution to the SwachBharat Kosh set-up by the Central Government for the promotion of sanitation) and makingavailable safe drinking water;
(ii) Promoting education including special education and employmentenhancing vocation skills especially among children women elderly and the differentlyabled and livelihood enhancement projects;
(iii) Promoting gender equality empowering women setting up homes andhostels for women and orphans; setting up old age homes day care centres and such otherfacilities for senior citizens and measures for reducing inequalities faced by sociallyand economically backward groups;
(iv) Ensuring environmental sustainability ecological balanceprotection of flora and fauna animal welfare agro forestry conservation of naturalresources and maintaining quality of soil air and water (including contribution to theClean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga);
(v) Protection of national heritage art and culture includingrestoration of buildings and sites of historical importance and works of art; setting uppublic libraries; promotion and development of traditional art and handicrafts;
(vi) Measures for the benefit of armed forces veterans war widows andtheir dependents;
(vii) Training to promote rural sports nationally recognised sportsparalympic sports and Olympic sports;
(viii) Contribution to the prime minister's national relief fund or anyother fund set up by the central govt. for socio economic development and relief andwelfare of the schedule caste tribes other backward classes minorities and women;
(ix) Contributions or funds provided to technology incubators locatedwithin academic institutions which are approved by the central govt;
(x) Rural development projects;
(xi) Slum area development.
Budget for CSR Activity & CSR Expenses:
The Company shall allocate the budget for CSR activities. The minimumbudgeted amount for a financial year shall be 2% of the average net profit of threeimmediate preceding financial years. The Company may allocate more fund/amount than theamount prescribed under section 135 of the Companies Act 2013 for the CSR activities forany financial year. The Committee shall calculate the total fund for the CSR activitiesand recommend to the Board for their approval. The Board shall approve the total funds tobe utilized for CSR activity for respective financial year. CSR expenditure shall includeall expenditure including contribution to corpus for projects or programs relating to CSRactivities approved by the Board on the recommendation of its CSR Committee but does notinclude any expenditure on an item not in conformity or not in line with activities whichfall within the approved CSR activities.
Identification of activities /projects:
Out of the approved CSR activities the Committee shall decide whichactivity/project should be given priority for the respective financial year. Whilearriving at the decision of the activity to be undertaken for the respective year theCommittee shall analyze the basic need of the community/ area in which the organizationoperates or the place where its registered office is situated. The Committee shall recordits findings and prioritize the CSR activities.
After prioritizing the activity the Committee shall finalize in detailthe implementation of the project/programme including planning for expenses against thetotal budget allocated for CSR activities.
At organizational level for implementation of agreed CSR activity thecommittee may constitute an implementation team or authorize any of the department of theCompany to organize for the implementation of the CSR activity. The team or respectivedepartment shall monitor the implementation process from time to time on behalf of theCSR committee and place a report to the Committee regarding the progress of the activityimplementation on a quarterly basis. The respective department or implementation teamwould be responsible for reporting of any irregularity to the Committee on immediatebasis.
Monitoring by the Board:
The Board of Directors shall constantly monitor the implementation ofthe CSR activities. The CSR committee shall place a progress report including details ofexpenses before the Board on quarterly basis. The Board shall review the same and suggestrecommendation if any to the committee with regard to implementation process.
Compliance and Reporting to Board:
The Committee is responsible to undertake CSR activities as per theapproved CSR Policy. Apart from quarterly reporting to the Board about the implementationof CSR activity a detailed report containing the implementation schedule total budgetallocated actual expenses incurred surplus arising if any result achieved furtherwork to do in the concerned CSR activity recommendation for the CSR activities for nextyear etc. should be placed before the Board for its consideration. Any surplus arising outof the fund allocated for CSR activity shall not be the part of the business profit of theCompany.
Our Board of Directors Management and all of our employees subscribeto the philosophy of compassionate care. We believe and act on an ethos of generosity andcompassion characterized by a willingness to build a society that works for everyone.This is the cornerstone of our CSR policy.
Our Corporate Social Responsibility policy conforms to the relevantsection of the Corporate Social Responsibility Rules made under Companies Act 2013 andamendment(s) to be made thereto in future.
Amendments to the Policy:
The Board of Directors on its own and/or on the recommendation of CSRCommittee can amend its Policy as and when required deemed fit. Any or all provisions ofCSR Policy would be subjected to revision/amendment in accordance with the regulations onthe subject as may be issued from relevant statutory authorities from time to time.