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Hindustan Everest Tools Ltd.

BSE: 505725 Sector: Engineering
NSE: N.A. ISIN Code: INE598D01019
BSE 00:00 | 04 Mar Hindustan Everest Tools Ltd
NSE 05:30 | 01 Jan Hindustan Everest Tools Ltd
OPEN 53.00
PREVIOUS CLOSE 51.05
VOLUME 1020
52-Week high 55.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 53.00
CLOSE 51.05
VOLUME 1020
52-Week high 55.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 8
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 present the 54rd Annual Report together with Audited Annual Accounts ofthe Company for the year ended 31st March 2017.

I. FINANCIAL PERFORMANCE

Rs. In Lakhs

FINANCIAL RESULTS 2016- 2017 2015-2016
Profit/(Loss) before Finance Cost (1236.66) (393.58)
Less: Finance Cost 124.67 139.99
Cash Profit/(Loss) (1361.33) (533.57)
Depreciation 58.81 59.90
Net Profit/(Loss) (1420.14) (593.47)
Provisions for Deferred Tax 18.02 (46.90)
Profit/(loss) for the period (1438.16) (640.37)
APPROPRIATION
Transfer from General Reserve - -
Carried over to next year (1438.16) (640.37

DIVIDEND

In view of the Company having incurred losses during the year and negative net worththe Directors express their inability to recommend any dividend for the year ended 31stMarch 2017.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

The financial situation as enumerated above does not permit any transfer to GeneralReserves.

MANAGEMENT DISCUSSION AND ANALYSIS

STATE OF AFFAIRS OF THE COMPANY

(This coveres all the matters on which discussion and analysis is required to be madein Annual Report under Regulation 34(3) of SEBI (LODR) Regulation 2015

As reported in the previous annual report the business outlook for the Company'sproducts remained very bleak and due to several adverse factors the Board concluded thatthe on-going business is commercially unviable. Therefore the Company discontinued itsoperation at its sole manufacturing plant at Sonepat and finally declared closure of theplant w.e.f 15/12/2016.

During the current financial year the Company was able to dispose off certain surplusassets and utilise the sale proceeds thereof to pay off its liabilities and as on date theCompany has paid off its entire secured as well as majority of unsecured liabilitiesincluding all dues to its employees.

Your Directors are actively in the process of identifying alternate line of businessbut due to prevailing uncertain economic conditions it is considered prudent to becautious in committing to a particular line of activity till the overall economiccondition improves.

The Board is thankful to all stakeholders for standing with it in times of crisis.

The Total no. of employees as on 31.3.2017 was 83.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Vinod Kumar Khanna Executive Directors (Finance) and also designated as CFO hastender his unwillingness to continue as director upon expiry of his current term on16/08/2016.However he will continue as Chief Financial Officer of the company as on31.03.2017.

Mr.Balgopal Mandelia retires by rotation and being eligible offers himself forreappointment.

Further Mr. Govind Deora Company Secretary of the Company has resigned from theCompany w.e.f 30th August 2017 however Company is proposing to appoint new CompanySecretary.

Mr Saurabh Parasramka (DIN 00935199 ) has been appointed as an additional director ofthe company w.e.f.19/08/2016 under provisions of sections 149 152 and any otherapplicable provisions of the companies act 2013 and the rules made there under (includingany statutory modification(s). Appointment of Mr. Saurabh Parasramka was also regularizedby the shareholders in the Annual General Meeting held on 29th September 2016.

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 accounts for the financial year ended 31st March2017.the applicable accounting standards have been followed along with proper explanationrelating 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 affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review.

iii. 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.

iv. That the Directors have prepared the accounts for the financial year ended 31stMarch 2017 on a "going concern" 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

Your Company has in place adequate systems of internal control commensurate with itssize and the nature of its operations. These have been designed to provide reasonableassurance with regard to recording and providing reliable Financial and Operationalinformation complying with applicable statutes safeguarding assets from authorized useor losses executing transactions with proper authorization and ensuring compliance ofinternal policies.

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

RISK MANAGEMENT POLICY

A risk management policy dully approved by the Board in place as required under section134(3)(n) of the Companies Act 2013

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexedherewith as Annexure "A". NUMBER OF MEETING OF THE BOARD

During the financial year 2016-17 Six(6).Meeting of Board of directors were convenedand held on 18/05/2016 19/08/2016 12/10/2016 04/11/2016 12/12/2016 20/02/2017. Themeetings of Audit Committee were convened and held four times during the year. The meetingof Nomination and Remuneration Committee was convened and held one time during the year.

Requisite quorum was present in all the meetings.

Name of the Director Number of Board meetings attended during the Financial year 2016-17
Shravan Kumar Mandelia 06
Balgopal Mandelia 06
Pradeep Jain 06
Ambarish Raj 06
Lokesh Sood 02
Saurabh Kumar Parasramka 04
Vinod Kumar Khanna 01
Chhavi Sharma 00

*Mr. Vinod Kumar Khanna has tenders his unwillingness to continue as directors afterexpiry of his current term on 16/08/2016

*Ms. Chhavi sharma has resigned from the board w.e.f 12/08/2016

*Mr. Saurabh Kumar Parasramka has appointed as additional director w.e.f 19/08/2017

Name of the Director Number of meetings attended during the Financial year 2016-17
Shri Pradeep Jain 04
Shri Ambaruish Raj 04
Shri Lokesh Sood 02
Shri Saurabh Parasramka 03

 

Name of the Director Number of meetings attended during the Financial year 2016-17
Shri Pradeep Jain 01
Shri Ambarish Raj 01
Shri Lokesh Sood 01

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 ..

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors KMPs and Senior ManagementPersonnel and their remuneration. The Policy is annexed herewith as Annexure"B".

The composition role functions and powers of the Nomination and RemunerationCommittee are in accordance with the Provisions of the Companies Act 2013 and the listingagreements with the Stock Exchange.

EXPLANATION OR COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT.

There is adverse opinion by the Statutory Auditors however according to managementthe company is very much going concern and solvent post realization from sale of surplusassets. Further Management is actively exploring alternate avenues of the business.

Regarding observations made by the Secretarial Auditors most of observations are selfexplanatory however regarding appointment of woman director it may be please noted thatdue existing crisis in the company no woman director was ready to be on the Board of theCompany.

PARTICULARSOFLOANSGUARANTEESORINVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013.

These primarily consist of loans to employees as per the policies of the Company andloans to suppliers in the normal course of business of the company. The closing balancesof these loans are disclosed under the schedule of Loans and Advances in the financialStatements. The Company has not given any guarantees or made any investments during theyear which would be covered by Section 186 of the Companies Act 2013

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 are material in nature. Therefore it's not required to be provided in FormAOC-2.

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

As reported in the previous annual report the business outlook for the Company'sproducts remained very bleak and due to several adverse factors the Board concluded thatthe on-going business is commercially unviable. Therefore the Company discontinued itsoperation at its sole manufacturing plant at Sonepat and finally declared closure of theplant w.e.f 15/12/2016.

Besides above company has entered into agreements for sale its surplus assets includingland at sonepat old plant & machinery and Brand "EVEREST" which underprocess.

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

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-"C".

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance as a whole and individually forChairman& Managing Directors Managing Director Executive Director and IndependentDirectors .

The performance is being evaluated on the Basis of their attendance in the meetingscompliance of Code of conduct of the Company and applicable provisions of the companiesAct their participation level in the meetings etc.

The performance is 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 is evaluated by the Board.

CHANGE IN THE NATURE OF BUSINESS

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

NAME OF THE COMPANIES WHICH HAVE BECOME/CEASED TO SUBSIDARIES JOINTVENTURES ORASSOCIATE COMPANIES DURING THE YEAR.

The Company did not have any subsidiaries associates or Joint ventures during theyear.

PUBLIC DEPOSITS

During the financial year the Company has not accepted any deposits from the publicunder Section 73 and 74 of the Companies Act 2013 along with the rules made there underduring the year under review.

SIGNIGICANT ORDERS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTING GOING CONCERNAND COMPANYS OPERATIONS.

To the best of our knowledge the Company has not received any such orders fromRegulators Court or Tribunals during the year which may impact the going concern statusor the Company's operations in future.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has formulated a policy on Prevention of Sexual Harassment approved by theBoard. The policy may be accessed on the Company's website. Your Directors further statethat during the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressed) 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.

COMPOSITION OF AUDIT COMMITTEE

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

Sh Ambarish Raj Independent Director
Sh. Pradeep Jain Independent Director
Sh. Lokesh Sood Independent Director
Sh. Saurabh Parasramka Non Executive Director

The composition role functions and powers of the Audit Committee are in accordancewith the Provisions of the Companies Act 2013 and the listing agreements with the StockExchange.

AUDITORS

M/s Singhi & Company Chartered Accountants (Firm Registration No. Firm Reg. No.302049E) were appointed as the Statutory Auditors of the Company. The current tenure ofM/s Singhi & Company Chartered Accountants has expired.

M/s. SSRA & Co- Chartered Accountants (Firm Registration No. 014266N) in place ofM/s Singhi & Company Chartered Accountants (Firm Registration No. Firm Reg. No.302049E) be and are hereby proposed to be appointed as statutory auditors of the Companyfor a period of five (5) years from the conclusion of this AGM till the conclusion of theAGM to be held in the calendar year 2022 subject to ratification of the appointment bythe Members at every Annual General Meeting and the Board of Directors be and is herebyauthorized to fix remuneration payable to them for the financial year ended March 31 2018in consultation with the Auditors."

The Company has received a certificate from the proposed auditors to the effect thattheir appointment if made would be within the limits prescribed u/s 139 of the CompaniesAct 2013 and they are not disqualified for such an appointment under the provisions ofthe Companies Act 2013. The Board recommends their appointment as Statutory Auditors ofthe Company and a resolution to the effect is placed for your consideration and approvalin the Notice for ensuing annual general meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Act the Companies(Appointment andRemuneration of Managerial Personnel ) rules 2014 the of Directors has appointed Mr.Pradip Kumar Muduli practicing Company Secretary for conducting secretarial audit of thecompany for the financial year 2016-17

The Secretarial Audit Report is annexed herewith as Annexure D. Thesecretarial Audit Report contained few qualifications which have been duly explained.

FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT

There are no such frauds reported by auditors which are committed against the companyby officers or employees of the company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Thelist of top 10 employees attached as Annexure E and there is no employeeswho draw remuneration in excess of the limits set out in the said rules.

CORPORATE GOVERNANCE

SEBI has exempted listed companies with equity share capital of up to Rs 10 crore andnet worth not exceeding of Rs 25 crores from the mandatory compliance of corporategovernance code. Accordingly we are not required to comply with mandatory compliance ofcorporate governance code

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to employees fortheir continuous efforts and valuable services rendered by them at all levels.

FOR & ON BEHALF OF THE BOARD
Place : New Delhi Shravan Kumar Mandelia
Dated : October 23 2017 Managing Director
(DIN 00040532)