You are here » Home » Companies » Company Overview » Everest Organics Ltd

Everest Organics Ltd.

BSE: 524790 Sector: Health care
NSE: N.A. ISIN Code: INE334C01029
BSE 00:00 | 26 Feb 128.00 4.45
(3.60%)
OPEN

127.00

HIGH

129.00

LOW

126.00

NSE 05:30 | 01 Jan Everest Organics Ltd
OPEN 127.00
PREVIOUS CLOSE 123.55
VOLUME 354
52-Week high 245.00
52-Week low 116.00
P/E 12.99
Mkt Cap.(Rs cr) 102
Buy Price 119.50
Buy Qty 1.00
Sell Price 129.70
Sell Qty 300.00
OPEN 127.00
CLOSE 123.55
VOLUME 354
52-Week high 245.00
52-Week low 116.00
P/E 12.99
Mkt Cap.(Rs cr) 102
Buy Price 119.50
Buy Qty 1.00
Sell Price 129.70
Sell Qty 300.00

Everest Organics Ltd. (EVERESTORGANICS) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present herewith the 26th Annual Report on the businessand operations of the Company and the Audited Accounts for the year ended March 31 2019.

1. FINANCIAL RESULTS AND OPERATIONS:

i. Financial Results:

The summarized financial results for the year ended March 31 2019 as compared with theprevious year are as under:

Amount in Rs.
Sl. No. Particulars 2018-19 2017-18
I Total Revenue 1563930473 1128730996
II Profit before Financial Cost Depreciation and Tax 183764988 86328288
III Less : Financial Cost 32132959 27426255
IV Less : Depreciation 28358426 26757784
V Profit Before Tax 123273603 23639349
VI Less : Provision for Income Tax 27000000 6500000
VII Add: Deferred Tax 21187818 -
VIII Profit After Tax 75085785 17139349
IX Other Comprehensive Income
Items that will not be reclassified to Profit/ Loss - 8704900
X Total Comprehensive Income for the period 75085785 25844249
XI Add: Brought forward from Previous Year 106821994 80936725
XII Closing Balance of Reserves & Surplus 179755768 106821994

ii. Operations:

During the year under review your Company has register a total revenue of Rs.1563930473/-as against Rs. 1128730996/- for the previous corresponding year showinga significant year-on-year growth of 38.56%

Whereas the Net Profit of the Company is Rs. 75085785/- as against Net Profit of Rs.17139349/- for the previous year showing a significant rise of 338% in the profit of theCompany. Earnings per share for the year was Rs. 9.39.

2. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 1.00/- (Rupees One only) perequity shares of Rs. 10/- each for the FY 2018-19 subject to the approval of the equityshareholders at the ensuing 26th Annual General Meeting (AGM) of the Company. Dividendwill be paid to those shareholders whose names appear on the register of members of theCompany as of end of the day on September 04 2019.

3. TRANSFER TO RESERVES:

The Company has not proposed to transfer any amount to the Reserves for the year endingMarch 31 2019.

4. SHARE CAPITAL

There was no change in the Share Capital of the Company during the year 2018-19. Thepaid up Equity Share Capital as on March 31 2019 was Rs. 80000000/- (Rupees EightCrores only).

5. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public pursuant to the provision ofsection 73 of the Companies Act 2013 and as such no amount on account of principal orinterest on deposits from public was outstanding as on the date of the balance sheet.

6. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the year under review there was no change in the nature of the business of theCompany.

7. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company does not have any subsidiary / joint venture / Associate companies duringthe year under review.

8. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented elsewhere and form part of thisreport.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Statement of Declaration given by Independent Director:

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in sub-section (6) and Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations").

b) Directors Retire by Rotation:

In accordance with the requirements of the Companies Act 2013 and Article ofAssociation of the Company Mr. Kakarlapudi Sitarama Raju and Ms. Srikakarlapudi SirishaDirectors retire by rotation and offer themselves for re-appointment. Your Board ofDirectors recommends their re- appointment. Their brief profile has been providedelsewhere in this Annual Report.

c) Resignation of Non-Executive Director:

Pursuant to the provisions of Companies Act 2013 Shri. Reddy Eashwer KanthalaNon-executive Director of the Company resigned from the office of Directorship w.e.f.29.09.2018. The Board places on record its appreciation for the services rendered by himduring his tenure.

d) Re-appointment of Directors:

The terms of Mr. Ramakrishnam Raju Kounparaju Mr. Sreeramakrishna Grandhi and Mr.Swaminathan Venkatesan Independent Directors expires on September 28 2019. The Boardrecommends re-appointment of these directors as Independent Directors under Section 149 ofthe Companies Act 2013 for another term of five years respectively for approval of themembers at the ensuing 26th Annual General Meeting. In accordance with Section 149(7) ofthe Companies Act 2013 each Independent Directors has confirmed that they meet thecriteria of independence laid down in Section 149 (6) of the Companies Act 2013 andRegulation 16 (1)

(b) of the Listing Regulations.

The terms of Mr. Srikakarlapudi Harikrishna Whole-time Director of the Company expireson August 28 2019. The Board recommends the re-appointment of Mr. SrikakarlapudiHarikrishna as Whole-time Director of the Company with effect from August 28 2019 for aperiod of three years in accordance with the provisions of the Companies Act 2013.

e) Key Managerial Personnel:

Pursuant to the provisions of section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company are – Dr. Srikakarlapudi Srihari Raju ManagingDirector Shri. Periri Ramakrishna Chief Financial Officer and Ms. Rekha Singh CompanySecretary.

During the year and review Ms. Nisha Jain Company Secretary of the Company resignedfrom the office on 29.09.2018 and Ms. Rekha Singh was appointed as Company Secretaryw.e.f. 01.10.2018.

f) Board Meetings:

During the year under review your Board of Directors met 6 (Six) times i.e.30-05-2018 08-08-2018 27-08-2018 13-10-2018 31-10-2018 and 24-01-2019. In respect ofeach meeting proper notice were given the proceedings were properly recorded and signedin minute's book maintained for the purpose. The maximum time gap between any two Boardmeetings was not exceeding 120 days.

The details of attendance of the Directors are as under.

S. No. Name of the Directors No. of Board Meetings during the year 2018-19 Whether attended last AGM held on 28th September 2018
Held Attended
1 Dr. Sri Kakarlapudi Srihari Raju 6 6 Yes
2 Mr. Ramakrishnam Raju Kounparaju 6 5 No
3 Mr. Kakarlapudi Sitaram Raju 6 2 No
4 Mr. Akella Parvatisem 6 6 Yes
5 Mr. Sri Kakarlapudi Harikrishna 6 6 Yes
6 Mr. Reddy Eashwer Kanthala 3 0 No
7 Mr. Swaminathan Venkatesan 6 5 Yes
8 Mr. Sreeramakrishna Grandhi 6 4 Yes
9 Dr. Sri Kakarlapudi Sirisha 6 5 Yes

None of the Directors on the Board is a member of more than 10 committees or Chairmanof more than 5 committees across all the Companies in which he is a Director.

g) Committee of Board and details of meetings:

The Board currently has three committees namely Audit Committee StakeholdersRelationship Committee and Nomination and Remuneration Committee. All the recommendationsmade by the Committees of Board including the Audit Committee were accepted by the Board.

i) AUDIT COMMITTEE:

The Audit Committee of the Company was constituted in line with the provisions ofSection 177 of the Companies Act 2013 read with Regulation 18 of SEBI (LODR) Regulations2015 . The Committee comprises of the following members;

1. Mr. Sreeramakrishna Grandhi (DIN: 06921031) : Chairman (Independent Director)
2. Mr. Ramakrishnam Raju Kounparaju (DIN: 01735481) : Independent Director
3. Mr. Swaminathan Venkatesan (DIN: 02810646) : Independent Director
4. Mr. Akella Parvatisem (DIN: 00910224) : Executive Director

The terms of reference and the role of the Audit Committee is to overview theaccounting systems financial reporting and internal controls of the Company. The Powersand role of the Audit Committee are as set out in section 177 of the Companies Act 2013and SEBI (LODR) Regulations 2015.

The Company continues to derive immense benefit from the deliberations of AuditCommittee. The Chairman of the Audit Committee was present at the previous Annual GeneralMeeting.

During the year 2018-19 the Audit Committee met Four (4) times i.e. on 30-05-201808-08-2018 31-10-2018 and 24-01-2019. The Statutory Auditors Internal Auditors and ChiefFinancial Officer were invited for the meetings. The Company Secretary acts as thesecretary of the Audit Committee. The attendance of the members of the committee is givenbelow;

Sl. No. Name of the Directors Category No. of Meetings during the year 2018-19
Held Attended
1 Mr. Sreeramakrishna Grandhi Independent Director 4 2
2 Mr. Ramakrishnam Raju Kounparaju Independent Director 4 4
3 Mr. Swaminathan Venkatesan Independent Director 4 4
4 Mr. Akella Parvatisem Executive Director 4 4

ii) NOMINATION AND REMUNERATION COMMITTEE:

The Company had constituted "Nomination and Remuneration Committee" in termsof Section 178 of the Companies Act 2013 read with Regulation 19 of SEBI (LODR)Regulations 2015. The committee comprises of the following members;

1. Mr. Sreeramakrishna Grandhi (DIN: 06921031) : Chairman
2. Mr. Ramakrishnam Raju Kounparaju (DIN: 01735481) : Independent Director
3. Mr. Swaminathan Venkatesan (DIN: 02810646) : Independent Director

The Broad terms of reference of the remuneration committee are;

(i) Formulation of the criteria for determining qualifications positive attributes andindependence of Director and recommend to the Board a policy relating to the remunerationof the Directors Key Managerial Personnel and other employees.

(ii) Formulation of criteria for evaluation of Independent Directors on the Board.

(iii) Devising a policy on Board diversity.

(iv) Identifying persons who are qualified to become Directors and person suitable tobe appointed in Senior Management in accordance with the criteria laid down and recommendto the Board their appointment and removal. The remuneration policy and the evaluationcriteria of the company are placed on the website of the company.

(v) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate the Directors to run the Company successfully.

(vi) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks.

(vii) Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance reflecting short and long term performance objectives appropriate tothe working of the Company and its goals.

Remuneration Policy: The Company while deciding the remuneration package of themanagement takes into consideration the employment scenario remuneration package of theindustry financial performance of the Company and talents of the appointee. The ExecutiveDirectors of the Company are not entitled to sitting fees.

During the year 2018-19 the Nomination and Remuneration Committee met Two (2) timesi.e. on 27-08-2018 and 01-10-2018.

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company had constituted "Stakeholder Relationship Committee" in terms ofSection 178 of the Companies Act 2013 read with Regulation 19 of SEBI (LODR) Regulations2015. The committee comprises of the following members;

1. Mr. Swaminathan Venkatesan : Chairman
2. Mr. Akella Parvatisem : Executive Director
3. Mr. Srikakarlapudi Harikrishna : Whole-time Director

The Chairman of the Committee Mr. Swaminathan Venkatesan is a Non-ExecutiveIndependent Director. The committee considers and resolves the grievances of securityholders of the Company. The Chairman of the Stakeholders Relationship Committee waspresent at the previous Annual General Meeting.

The Board has designated Company Secretary as the Compliance Officer. The total numberof complaints received was 2 (two) and the same was resolved to the satisfaction ofshareholders during the year under review. There was no pending complaints request fortransfers or transmissions of demat/ remat as on March 31 2019.

During the year 2018-19 the Stakeholders Relationship Committee met One (1) times on30-03-2019.

iv) SHARE TRANSFER COMMITTEE:

The Company had constituted "Share Transfer Committee" that comprises of thefollowing members;

1. Mr. Swaminathan Venkatesan : Chairman
2. Mr. Akella Parvatisem : Executive Director
3. Mr. Srikakarlapudi Harikrishna : Whole-time Director

The Chairman of the Committee Mr. Swaminathan Venkatesan is an Independent Director.The committee looks into transfer and transmission issue of duplicate share certificateconsolidation and sub-division of shares. The committee oversees the performance of theRegistrars and Shares Transfer Agents and recommends measures for overall improvement inthe quality of investor services.

There was no pending complaints request for transfers or transmissions or demat/ rematas on March 31 2019. During the year 2018-19 the Share Transfer Committee met 34 times.Details of the meetings and attendance of members held during the year are annexed as "AnnexureI" to this report

h) Board Evaluation:

As per provisions of the Companies Act 2013 and the Listing Regulations an evaluationof the performance of the Board its committees and members was undertaken. Thecontribution and impact of individual Directors were reviewed through a peer evaluation onparameters such as level of engagement and participation flow of informationindependence of judgement conflicts resolution and their contribution in enhancing theBoard's overall effectiveness. The feedback obtained from the interventions was discussedin detail and where required independent and collective action points for improvementwere put in place.

i) Appointment of Directors and Remuneration Policy:

The assessment and appointment of members to the Board is based on a combination ofcriterion that includes ethics personal and professional stature domain expertisegender diversity and specific qualification required for the position. The potentialindependent Board member is also assessed on the basis of independence criteria defined inSection 149(6) of the Companies Act 2013 and Regulation 16(1) (b) of the ListingRegulations.

In accordance with Section 178(3) of the Companies Act 2013 and on recommendations ofNomination and Remuneration Committee the Board adopted a remuneration policy forDirectors Key Management Personnel (KMPs) and Senior Management which is available on thewebsite of the Company www.everestorganicsltd.com.

j) Compliance with secretarial standards:

In terms of section 118 (10) of the Companies Act 2013 the company continuous tocomplies with various the provisions of all Secretarial Standards as issued by theinstitute of company secretary of India.

10. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has in place proper and adequate Internal Financial Control systemscommensurate with the nature of its business size and complexity of its operations withreference to financial statements. Internal control systems comprising of policies andprocedures designed to ensure reliability of financial reporting timely feedback onachievement of operational and strategic goals compliance with policies procedureapplicable laws and regulations and that all assets and resources as acquired are usedeconomically.

11. DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act2013 the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended March 31 2019the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

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

d. That the Directors have prepared the accounts for the financial year ended March31 2019 on a ‘going concern basis';

e. That the Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively;

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutoryauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany's internal financial controls were adequate and effective during the financialyear 2018-19.

12. RELATED PARTY TRANSACTIONS;

All Related Party Transactions are entered on Arm's Length basis and are in complianceof the Companies Act and the SEBI (LODR) Regulations 2015.

There are no materially significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large.

All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for transactions which are foreseeable and repetitive innature. A statement of all Related Party Transactions is presented before the AuditCommittee on quarterly basis specifying the nature value and terms and conditions of thetransactions. Complete details of RPT are given in the Notes to accounts.

Information on transactions with Related Parties pursuant to Section 134(3) (h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Form AOC-2 and is attached as "Annexure II" to this Report.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in upholding professional integrity and ethical behaviour in theconduct of its business. To uphold and promote these standards the Company has a VigilMechanism / Whistle Blower Policy which serves as a mechanism for its Directors andemployees to report genuine concerns about unethical behaviour actual or suspected fraudor violation of the Code of Conduct without fear of reprisal. The policy also providesaccess to the Chairperson of the Audit Committee under certain circumstances. The detailsof the procedures are also available on the website of the Companywww.everestorganicsltd.com.

Whistle Blower Policy and affirmation that none of the personnel have been deniedaccess to the Audit Committee. The Company has in place a Whistle Blower Policy for Vigilmechanism for Directors and employees to report to the management about the unethicalbehavior fraud violation of Company's Code of Conduct.

14. AUDITORS AND AUDITORS REPORT:

a) Statutory Auditors;

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended from time to time M/s. Suryam &Co. Chartered Accountants Hyderabad (FRN: 012181S) was appointed as Statutory Auditorsof the Company at its 24th Annual General Meeting held on September 27 2017 for a term offive (5) years subject to the ratification by shareholders at every Annual GeneralMeeting.

However the Ministry of Corporate Affairs (MCA) in its notification dated May 7 2018has omitted the requirement under the first proviso to Section 139 of the Companies Act2013 and Rule 3(7) of the Companies (Audit and Auditors) Rules 2014 regardingratification of appointment of statutory auditors by shareholders at every subsequent AGM.Accordingly no resolution for ratification of appointment of statutory auditor wasincorporated in the Notice of 26th Annual general Meeting of the Company.

b) Board's response on Auditors' Qualifications Reservations or Adverse Remarks;

The qualifications made by the Statutory Auditors in the Auditors' Report for thefinancial year ended March 31 2019 read with explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134 (3) of the Companies Act 2013 other than those mentionedbelow:

i. Gratuity provisions made for Rs. 82.03 lakhs payment made to the Gratuity Fund isRs. 35.00 Lakhs only.

Directors' Comments: During the year under review the company has made a payment ofRs.35.00 Lakhs in the Gratuity Fund. However the company have initiated the necessaryaction to be taken towards the payment of balance amount in the following financial year.

ii. Pending advances extended to employees amounting to Rs. 18.50 Lakhs. This impliespayment of such advances amounts to Rs. 5.63 Lakhs which are not provided for.

Directors' Comment: The management has initiated steps to recover the same along withthe advances so extended to such employees.

c) Internal Auditors;

The Board of Directors based on the recommendation of the Audit Committee has appointedM/s. Harikrishna & Associates Chartered Accountants as the Internal Auditors of yourCompany. The Internal Auditors are submitting their reports on quarterly basis.

d) Cost Auditors;

The Board of Director based on the recommendation of Audit Committee has appointed M/s.PKR & Associates LLP Cost Accountant Hyderabad as the Cost Auditor of the Companypursuant to the provisions of section 148 of the Companies Act 2013 for the financialyear 2019-20. The provisions also require that the remuneration of the cost auditors beratified by the shareholders and accordingly the same is put forward to the shareholdersin the ensuing 26th Annual General Meeting for their ratification.

e) Cost Audit Report for the year ended March 31 2019;

The Cost Audit Report for the financial year 2018-19 issued by M/s. PKR &Associates LLP Cost Accountant are self-explanatory and therefore do not call for anyfurther explanation or comments from the Board. The same will be filed with the CentralGovernment within the stipulated timeline.

f) Secretarial Auditor;

The Board has re-appointed M/s. D. Hanumantha Raju & Co. Company Secretary inpractice to carry out the Secretarial Audit under the provisions of section 204 of theCompanies Act 2013 for the financial year 2018-19. The Secretarial Audit Report in formno. MR-3 is annexed as "Annexure III" to this report.

15. RISK MANAGEMENT POLICY:

The Company has instituted a proper mechanism for identifying and establishing controlsto effectively manage different kinds of risks. At present the threats risks and concernsbeing felt are stiff competition in the market consolidation of manufacturers who havebranded products and fluctuations in prices as well as availability of raw materials.

16. DECLARATION ABOUT COMPLIANCE WITH CODE OF CONDUCT BY MEMBERS OF THE BOARD ANDSENIOR MANAGEMENT PERSONNEL:

The Company has complied with the requirements about the Code of Conduct for Boardmembers and Senior Management Personnel. A compliance certificate by the Managing Directorforms part of this Report.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. All employees (permanent contractual temporary and trainee) are covered underthe Policy. The following is a summary of sexual harassment complaints received anddisposed off during the year under review:

a) No. of Complaints Received : NIL
b) No. of Complaints Disposed off : NIL

18. OTHER DISCLOSURES:

a) Extract of Annual Return;

An extract of Annual Report prepared in accordance with section 92(3) and 134(3)(a) ofthe Companies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rule 2014 in Form MGT-9 is annexed as "Annexure IV" to this Report andis also available on the website of the company www.everestorganicsltd.com.

b) Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgo;

Particulars pertaining to conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to the provisions of Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8 of Companies (Accounts) rules 2014 are annexed as "AnnexureV" to this report.

c) Loans/ Guarantees/ Investments under section 186 of the Companies Act 2013;

During the year under review no loans/ Guarantees/ Investments and securities providedpursuant to the provisions of Section 186 of the Companies Act 2013.

d) Non-applicability of Corporate Governance Report;

Pursuant to the provision of Regulation 27 (2) of SEBI (LODR) Regulations 2015 readwith Regulation 15(2) of Chapter IV of SEBI (LODR) Regulations 2015 the CorporateGovernance Report is not applicable to the Company during the year 2018-19 as the paid upshare capital of the company is less than Ten Crores i.e. Rs. 80000000/- (Rupees EightCrores only) and the Net Worth is less than Twenty Five Crores i.e. Rs. 186821994/-(Rupees Eighteen Crores Sixty Eight Lakhs Twenty One Thousand Nine Hundred and Ninety Fouronly) as on the last day of the previous financial year i.e. March 31 2018.

e) Disclosure regarding Employees Stock Option Scheme:

Pursuant to the provision of Sections 62 (1) (b) of the Companies Act 2013 read withRule 12 (9) of the Companies (Share Capital and Debentures) Rules 2014 the Company hasnot issued any equity shares under Employees Stock Option Scheme during the year underreview.

The Board of Directors at their meeting held on 09.08.2017 have proposed to approveEmployee Stock Option Scheme which was later approved by the members at the 24th AnnualGeneral Meeting of the Company held on 27.09.2017 as the ESOP Scheme 2017. The Company isplanning to proceed with said approval soon.

f) Disclosure regarding Unclaimed Shares;

Pursuant to the provisions of SEBI (LODR) Regulations 2015 the Company had transferred207972 (Two Lakh Seven Thousand Nine Hundred Seventy Two) unclaimed Equity Shares to theEverest Organics Limited – Unclaimed Suspense Account. 187056 (One Lakh Eighty SevenThousand and Fifty Six) Equity Shares were still lying under "Everest OrganicsLimited – Unclaimed Suspense Account" as on 31.03.2019.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

During the year under review the Company has received Closure Orders of Factorysituated at Sadasivpet from Telangana State Pollution Control Board (TSPCB) on 20.10.2018with regards to non-compliances of pollution norms. The Management has taken serious stepsto make sure that the Company shall comply with all the provisions of TSPCB in futurewithout any minor lapses and had submitted all the necessary documents to TSPCBauthorities to get the revocation order.

TSPCB has reviewed all the documents and has issued the temporary revocation offactory closure order to the Company on 08.11.2018 after consideration of all theinspection of its facility for pollution control issues.

Further after careful consideration and analysis of the material facts of the caseTSPCB found that the management has taken adequate steps to comply with the provisions ofTSPCB towards the environmental safety and had issued the Permanent Revocation of ClosureOrder on 28.03.2019.

No other significant and/or material orders passed by any Court or Regulator orTribunal which may impact the going concern status or the Company's operations in future.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYAFTER THE CLOSE OF THE YEAR TILL THE DATE OF THIS REPORT:

The material events that have occurred after the close of the year till the date ofthis report are as follows:

a) The new Research & Development centre of the Company has been commissioned andis in operation with 20 chemists.

b) New Products like Ilaprazole Rivoraxavan and Febuxostat have been commercialisedand started the sale.

c) China FDA has approved Esomeprazole Magnesium Trihydrate. d)Solar power plant of 1megawatt capacity within the premises is being envisaged.

Other than these no other material changes and commitments have occurred which mayaffect the financial position of the Company after the close of the year till the date ofthis report.

21. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review the provisions of Section 135 of the Companies Act 2013pertaining to Corporate Social Responsibility is not applicable to the Company.

22. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197 (12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules 2014are annexed herewith as "Annexure VI" and form part of this report.

23. HUMAN RESOURSE:

Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of employees is thedriving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.

24. ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation for the significantcontribution made by its employees through their dedication hard work and commitment atall levels. The board of directors also acknowledge the support extended by the analystsbankers government agencies media customers suppliers shareholders and investors atlarge. The Board look forward to your continued support in the Future.

For and on behalf of the Board of Directors
Sd/- Sd/-
Ramakrishnam Raju Kounparaju Sri Kakarlapudi Srihari Raju
Chairman Managing Director
DIN: 01735481 DIN: 01593620
Date: 30.07.2019
Place: Hyderabad