You are here » Home » Companies » Company Overview » Hindustan Everest Tools Ltd

Hindustan Everest Tools Ltd.

BSE: 505725 Sector: Engineering
NSE: N.A. ISIN Code: INE598D01019
BSE 00:00 | 14 May 174.20 -1.50
(-0.85%)
OPEN

179.40

HIGH

179.40

LOW

174.20

NSE 05:30 | 01 Jan Hindustan Everest Tools Ltd
OPEN 179.40
PREVIOUS CLOSE 175.70
VOLUME 116
52-Week high 202.70
52-Week low 69.85
P/E
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 179.40
CLOSE 175.70
VOLUME 116
52-Week high 202.70
52-Week low 69.85
P/E
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hindustan Everest Tools Ltd. (HINDEVERTOOLS) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the57thAnnual Report together withAudited Financial Statements of the Company for the financial year ended 31 stMarch 2020.

I. FINANCIAL PERFORMANCE

FINANCIAL RESULTS 2019-2020 2018-2019
Total Revenue from continuing operations 16077974 6198982
Total expenses from continuing operations 39395284 6256283
Profit/ (Loss) before tax from continuing operations (23317310) (57301)
Provisions for Deferred Tax/tax expense 107519032 -
Profit/(Loss) year from continuing operations (130836342) (57301)
Profit/(Loss) year from discontinued operations (15450692) (10256808)
Profit/(Loss) for the year* (146287034) (10314109)

* MAT Credit reserve amounting to Rs. 10.75 Crores has been written off as this wasdetermined to be unutiliseable.

DIVIDEND

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

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

The financial not permit any transfer to General Reserves.

MANAGEMENT DISCUSSION AND ANALYSIS/ STATE OF AFFAIRS OF THE COMPANY

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

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

The Total no. of employees as on 31.03.2020was13. Managements' Discussion and AnalysisReport for the year under review as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section forming Annexure"A" to the Director's Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

As mentioned below there are no other material changes and commitment which affectsthe financial position of company after the close of financial year 2019-20 till the dateof report.

Open Offer to the Public Equity Shareholders of Hindustan Everest Tools Limited:

The promoters and the directors of the company Shri Shravan Kumar Mandelia and ShriBalgopal Mandelia have entered into a Share Purchase Agreement (SPA) dated 24thOctober 2020 for sale and transfer of entire promoters shareholdingheld inHindustanEverest Tools Limited (Target Company) along with the shares held by them in M/sMandelia Investments Private Limited (MIPL) (the Holding Company of HETL) in favour ofAlgoquant Financials LLP (Acquirer). Pursuant to the above mentioned acquisitionAlgoquantFinancials LLP (Acquirer) has proposed to make an Open Offer to the public equityshareholders of the Company i.e. Hindustan Everest Tools Limited -Target Company in termsof Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011 and subsequent amendments thereto. MIPL holds 834470 EquityShares constituting 51.92% of the Voting Share Capital of the Target Company. Consequentto the entering of the said SPA the Acquirer is entitled to:

(i) indirectly exercise 51.92% of Voting Share Capital of the Target Company anddirectly exercise 0.05% of Voting Share Capital of the Target Company and

(ii) exercise substantial control and management of the Target Company.

The Open Offer is being made to acquire up 417872 Equity Shares of face value Rs.10/- each constituting 26% of the paid up equity share capital at an offer price of Rs.97/- (Offer Price ) per equity share aggregating to Rs.40533584/- (Offer Size) in cashfrom the Public Shareholders of the Target Company subject to terms and conditionsmentioned in the Public Announcement dated 24th October 2020 and the DetailedPublic Statement -DPS dated 30th October 2020 published in newspaper andsubmitted to BSE Ltd. (BSE) on 02nd November 2020. The draft Letter of OfferDLOO prepared in accordance with SAST Regulations have been filed with SEBI and informedto BSE on 09th November 2020. The Shareholders may keep a track onfurtherinformation/ updates on Open offer which shall be available on the website ofBSE and theTarget Company from time to time.

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company for the financial year ended 31stMarch 2020 areprepared in accordance with Indian Accounting Standards (Ind-AS) as notified underSection 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015as amended from time to time.

PUBLIC DEPOSITS

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

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 and other applicable provisions of the Companies Act 2013 andthe Articles of Association of the Company one-third of such of the Directors as areliable to retire by rotation shall retire every year and if eligible offer themselvesfor re-appointment at every Annual General Meeting. Consequently Shri Balgopal Mandelia(DIN: 00040592) Managing Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment inaccordance with the provisions of the Companies Act 2013.

Further as recommended by Nomination and Remuneration Committee and in accordance withthe approval of the members of the Company in the Annual General Meeting held on 30thSeptember2019 the Board of Directors of the Company appointed Mr. Amitav (DIN: 08240143) as anIndependent Director of the company for a period of 5 years who was earlier appointed asan additional director in the category of Independent Director of the Company w.e.f.29.09.2018.

Furthermore as recommended by Nomination and Remuneration Committee and in accordancewith the approval of the members of the Company in the Annual General Meeting held on 30thSeptember2019 the Board of Directors of the Company re-appointed Mr. Pradeep Jain (DIN: 00108240)as an Independent Director of the company for a second term of 5 years w.e.f. from theconclusion of the above mentioned Annual General meeting up to September 30 2024.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 as on 31st March 2020 are as follows:-Shri Shravan Kumar MandeliaManaging Director Shri Balgopal Mandelia Managing Director Shri Deepak Gupta ChiefFinancial Officer Miss Sonam Gupta Company Secretary There is no change in thecomposition of the Board of Directors of the Company and no directors and Key ManagerialPersonnel have been appointed/reappointed or resigned from the company during the yearunder review i.e. 2019 2020including upto the date of this report except as specifiedabove.

DIRECTORS' RESPONSIBILITY STATEMENTS

In compliance to the Provisions of Section 134(5) of the Companies Act 2013 withrespect to Directors' responsibility statement it is hereby confirmed :-

i. That in the preparation of the annual accounts for the financial year ended31stMarch 2020 the applicable Indian Accounting Standards (Ind-AS) read withrequirements set out under Schedule III to the Companies Act 2013have been followed alongwith proper explanation relating to material departures.

ii. 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 the financial year and of the loss of theCompany for the year under review.

iii. That the Directors have taken proper and care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv. That the Directors have prepared the financial statements for the financial yearended 31stMarch impact regarding capital and financial 2020 on a "goingconcern" basis.

v. That the Directors had laid down proper internal financial control to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively.

vi. That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 your Company has in place adequatesystems of internal control commensurate with its size and the nature of its operations.These have been designed to provide reasonable assurance with regard to recording andproviding reliable Financial and Operational information complying with applicablestatutes safeguarding assets from authorized use or losses executing transactions withproper authorization and ensuring compliance of internal policies. The Company has inplace adequate internal financial controls with reference to financial statements. Duringthe year such controls were tested and no reportable material weakness in the design oroperation was observed.

RISK MANAGEMENT POLICY

A risk management policy duly approved by the Board is in place as required undersection 134(3)

(n) of the Companies Act 2013 which defines the risk assessment and minimizationprocedures. The Company's Risk Management Policy is well defined to identify and evaluatebusiness risks across all businesses. It assesses all risks at both pre andoftheCompanyattheend of post-mitigation levels and looks at the actual or potential impactthat a risk may have on the business together with an evaluation of the probability of thesame sufficient occurring. Risk mapping exercises are carried out with a view to regularlymonitor and review the risks identity ownership of the risk assessing monetary value ofsuch risk and methods to mitigate the same. As per view of board there is no risk inoperation of company which may impact the existence of company.

The impact of Covid on the Company is limited. There is no significant resources. Noneof the assets are impaired. We have no threat in meeting our financial obligations.TheCompany stands adequately funded to aptly support its operating plan. It is difficult toestimate the future impact of Covid-19. We continue to keep a close eye on the situationfor ensuring continued corrective action wherever required.

WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 as amended the Annual Return of the Companyfor the financial year 2019-20 is placed on the website of the Company and may be accessedon the company's website http://www. everesttools.com/investors.html.

NUMBER OF MEETING OF THE BOARD AND COMMITTEE

The Board duly met at regular intervals to discuss and decide on businessstrategies/policies and review the financial performance of the Company. The notice alongwith agenda and notes on agenda of each Board Meeting was given in writing to eachDirector. Four (4) meetings of Board of Directors were held during the year. The intervalbetween two meetings was well within the maximum period mentioned under section 173 ofCompanies Act 2013 and Regulation 17(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Board Committees

Your Company has constituted several Committees of the Board which have beenestablished as part of the best corporate governance practices and are in compliance withthe requirements of the relevant provisions of applicable laws and statutes. As on 31stMarch 2020 your Board has 03 (three) mandatory Committees namely: Audit CommitteeNomination Remuneration & Compensation (NRC) Committee; & Stakeholders'Relationship Committee (SRC) and The details with respect to the composition powersroles terms of reference number of meetings etc. of the Committees held during the FY20and attendance of the Members at each Committee Meeting are provided in the CorporateGovernance Report which forms part of this Report.

The meetings of Audit Committee were convened and held Four (4) times during the year.The meeting of Nomination and Remuneration Committee was convened and held Two (2) timesduring the year. The meeting of Stakeholders Relationship Committee was convened and heldOne (1) time during the year. For further details please refer report on CorporateGovernance of this Annual Report.

AUDIT COMMITTEE

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

Shri Amitav Independent Director
Shri Saurabh Parasramka Non-Executive Non Independent Director
Miss Shifa Nagar Independent Director
Shri Pradeep Jain Independent Director

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

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

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the independent directors ofthe Company under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence in terms of Section 149(6) of the Companies Act 2013andRegulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015. In the opinion of the Board Independent Directors fulfill the conditions asspecified in the Companies Act 2013 Rules made thereunder and SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 and are independent of the management.

FAMILIARISATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The detail of programmes conducted during the year 2019-20 for familiarization ofIndependent Directors with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany and related matters are put up on the website of the Company at link:http://www.everesttools.com/pdfs/ Familiarization%20Programme%20for%20Independent%20Director_2019-20.pdf

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other relevantmatters. The Remuneration Policy of your Company can be viewed at the following link:http://www.everesttools.com/pdfs/Nomination%20 &%20Remuneration%20Policy.pdf.There hasbeen nomaterial change in the Remuneration Policy of the Company.

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

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act 2013and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance as a whole its Committees and

13 individually for Chairman& Managing Directors Executive DirectorsIndependent Directors and other Non-Independent Directors.

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

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

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The Company has not given any loans or guarantees or provided security during thefinancial year 2019-20 Further the company has complied with the provisions of Section186 of the Companies Act 2013 in respect of the investments made by the company insecurities of other body corporates.

RELATED PARTY TRANSACTIONS

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

Detail of related party transactions have been disclosed in notes to the financialstatements. Attention of the members is drawn to the disclosures of transactions withrelated parties set out in Note No. 25 of the Standalone Financial Statements forming partof the Annual Report.

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

Annexure "B".

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

COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to your Company.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of Companies Act 2013 and rules made there under everycompany having net worth of Rupees five hundred crore or more or turnover of rupees onethousand crore or more or a net profit of rupees five crore or more during any financialyear shall constitute a Corporate Social Responsibility Committee of the Board. Howeverit is not applicable in case of your Company. Hence there is no need to form CorporateSocial Responsibility Committee and Corporate Social Responsibility Policy for the companyas per the requirement of the Companies Act 2013.

CHANGE IN THE NATURE OF BUSINESS

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

AUDITORS AND AUDITOR'S REPORT STATUTORY AUDITOR

M/s. SSRA & Co. Chartered Accountants New Delhi (Firm Registration No. 014266N)were appointed in 2017 as Statutory Auditors of the Company for a period of five (5)years from the conclusion of 54th AGM till the conclusion of the 59thAGMto be held in the calendar year 2022. They have audited the financial statements of theCompany for the financial year under review. They have confirmed that they are notdisqualified from continuing as Auditors of the Company. The observations of StatutoryAuditors in their Report read with relevant Notes to Accounts are self-explanatory andtherefore do not require further explanation. Further the Auditors' Report does notcontain any qualification reservation or adverse remark or disclaimer.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Act and the Companies(Appointment andRemuneration of Managerial Personnel) Rules2014 the Board of Directors has appointed Mr.Pradip Kumar Muduli practicing Company Secretary for conducting secretarial audit of thecompany for the financial year 2019-20.

The Secretarial Audit Report is annexed herewith as Annexure "C". TheSecretarial Audit Report dated 31st July 2020 contain few qualifications which have beenduly explained:-

Management response to the qualification set out in the SecretarialAudit Report:

a) The Company has not appointed internal auditor as required u/s 138 of theCompanies Act 2013.

In the absence of any ongoing business activity it was considered not necessary toappoint internal auditor in the company.

b) Regulation 23(9) SEBI (LODR) - Disclosure of Related Party transactions forthe Half Year ended 31stMarch 2019 was not informed to BSE & for Half Yearended September 30 2019 there was delay of 8 days in informing BSE.

This being the first year of implanting the Regulation 23(9) SEBI (LODR) and besidespayment of managerial remuneration and rent there was no other transactions of relatedparty hence there was deviation in informing BSE which was later rectified. Furtherearlier the disclosure was made to the exchange on yearly basis in the form of AuditedFinancial Statement which includes the disclosure regarding the Related Party transactionsand there has been no hiding of any information from the public.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS & OUTGO

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

Conservation of Energy-

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

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

iii) The Capital investment on energy conservation equipments: Nil

Technology Absorption Adaption & Innovation and Research & Development

i) Efforts made towards technology absorption: - Nil

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

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

iv) Expenditure incurred on Research and Development: Nil

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

NAMEOFTHECOMPANIESWHICHHAVEBECOME/ CEASED TO SUBSIDARIES JOINTVENTURES OR ASSOCIATECOMPANIES DURING THE YEAR

The Company did not have any subsidiaries associates or Joint ventures during theyear. Mandelia Investments Private Limited is the holding Company and holding 51.92%shares of the Company.

INSIDER TRADING CODE

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

Your Company has also updated its Code of practices and procedures of fair disclosuresof unpublished price sensitive information by including a policy for determination oflegitimate purposes. Further your Company has put in place adequate & effectivesystem of internal controls and standard processes have been set to ensure compliance withthe requirements given in these regulations to prevent insider trading.

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

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

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

WHISTLE BLOWER POLICY

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of employees as per provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and Disclosure pertaining to remuneration and otherdetails as required under section 197(12) of the Companies Act 2013 read with rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as Annexure "D"to this Report. Further In termsof the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there is noemployee of the company who draw remuneration in excess of the limits set out in the saidrules.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated underthe various regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013 as amended. A report on CorporateGovernance along with certificate on its compliance forms a part of thisAnnual Report.

EXTENSION OF ANNUAL GENERAL MEETING

Due to COVID-19 Pandemic the Company is unable to hold its 57th AnnualGeneral Meeting within the statutory time period as stipulated under the provisions ofsection 96(1) of the Companies Act 2013 and filed an application before the Registrar ofCompanies NCT of Delhi & Haryana for extension of time up to three (3) months i.e. upto 31.12.2020 for holding 57th Annual General Meeting of the Company for thefinancial year ended March 31 2020.

GENERAL

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

a) Change in share capital of the Company.

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

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

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

e) Nosignificant concern status and Company's operations in future.

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

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

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

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

ACKNOWLEDGEMENT

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS HINDUSTAN EVEREST TOOLS LIMITED

Sd/- Sd/-
Balgopal Mandelia Shravan Kumar Mandelia
Managing Director Managing Director
DIN: 00040592 DIN: 00040532
Dated: November 11 2020 ADD: B-92 ADD: Swasti B-92
Place: New Delhi Greater Kailash-I Greater Kailash-I
New Delhi 110048 New Delhi 110048

.