To
The Members of Everest Industries Limited
Your Directors take great pleasure in presenting Eighty-Nineth (89th)
Annual Report of Everest Industries Limited ("Company" or "Everest")
together with the Audited Financial Statements for the financial year ended March 31, 2022
and Auditor?s Report thereon.
FINANCIAL RESULTS
( In Crores)
Particulars |
Financial Year ended |
|
Standalone |
Consolidated |
|
31.03.2022 |
31.03.2021 |
31.03.2022 |
31.03.2021 |
Net Revenue from operations & Other Income |
1390.30 |
1,222.10 |
1394.10 |
1,226.80 |
Profit before Depreciation & Finance Costs |
98.30 |
122.10 |
98.30 |
120.80 |
Less : Depreciation |
28.60 |
25.30 |
28.60 |
25.30 |
: Finance Costs |
3.10 |
3.90 |
3.10 |
3.90 |
Profit before Tax |
66.60 |
92.80 |
66.50 |
91.60 |
Tax Expense |
22.40 |
35.20 |
22.40 |
35.20 |
Profit for the year |
44.10 |
57.60 |
44.10 |
56.40 |
Other comprehensive income for the year, net of tax |
-0.40 |
1.00 |
-0.40 |
1.00 |
Total comprehensive income for the year, net of tax |
43.70 |
58.60 |
43.70 |
57.40 |
Add: Balance in Profit & Loss Account |
374.90 |
318.00 |
373.40 |
317.60 |
Profit Available for Appropriation |
418.60 |
376.50 |
417.10 |
375.00 |
Appropriations: |
|
|
|
|
Dividend |
11.70 |
1.60 |
11.70 |
1.60 |
Closing Balance |
406.90 |
375.00 |
405.30 |
373.40 |
DIVIDEND
The Board of Directors ("Board") have recommended a dividend
of Rs 6.00 per equity share of Rs10/- each for the financial year ended March 31, 2022
subject to the approval of the members. The total outgo on account of dividend will be Rs
9.4 crores as against Rs 11.7 crores for the previous financial year.
PERFORMANCE REVIEW
The Company has achieved a Total Income of Rs 1,390.3 crores during the
financial year 2021-22 ("Year"). The Highlights of the Company?s
performance on standalone basis during the Year are as under:
1. Revenue for the Year at Rs 1390.3 crores was higher by 13.8 % as
compared with Rs1222.1 crores in the previous year. Top line in Building Products segment
recorded a increase of 8.7% whereas in the Steel Buildings segment the same recorded a
decrease of 25.4%.
2. Production volume in the two business segments were as follows: a.
In Building Products segment the production for the Year at 876212 MT was higher by 19.0%
over 736316 MT in the previous year. b. In Steel Buildings segment the production for the
Year at 24390 MT was at the same level at 24259 MT in the previous year.
3. Operating Profit (EBIDTA) during the Year at Rs 98.30 crores was
lower by 19.40% over Rs 122.10 crores in the previous year.
4. Profit before Tax during the Year at Rs 66.60 crores was lower by
28.30% as compared to Rs 92.80 crores in the previous year.
5. Cash profit was Rs 72.80 crores as compared to Rs 77.20 crores in
the previous year.
The consolidated revenue of the Company for the Year was
Rs 1394.10 crores higher by 13.60 % from Rs 1226.80 crores in the
previous year. The consolidated operating profit for the Year was Rs 98.30 crores as
compared to Rs 120.80 crores in the previous year. Consolidated Profit after Tax for the
Year was
Rs 44.10 crores as against Rs 56.40 crores in the previous year.
COVID -19
The Company has considered the possible effects that may result from
the global health pandemic relating to COVID-19 on its operations. Management has taken
external and internal factors into account for assessing the possible impact of COVID-19
on various elements of its financial results, including its liquidity position and the
recoverability of assets. The Company will continue to monitor any material changes to
future economic conditions and the consequent impact on its business, if any.
TRANSFER TO RESERVES
The Company proposes to retain the entire amount of profits in the
Profit and Loss account.
SHARE CAPITAL
During the Year under review, the share Capital of the Company has
increased from Rs15,63,63,400 to Rs15,67,80,770 on account of allotment of shares to the
employees of the Company under Employees Stock Option Schemes.
DIRECTORS? RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the financial year
ended March 31, 2022, the applicable accounting standards have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as on March 31, 2022
and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going
concern? basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act,
2013 ("Act"), Ms. Padmini Sekhsaria, Director of the Company, retires by
rotation at the forthcoming Annual General Meeting and being eligible, offers herself for
re-appointment. The Board of Directors recommends her re-appointment as
Director of the Company.
Mr. Y. Srinivasa Rao, Whole Time Director designated as Executive
Director of the Company requested the Board of Directors for being allowed to retire from
the position of Whole Time Director and resigned as Director of the Company with effect
from the close of the business hours on April 9, 2021 due to personal reasons. The Board
accepted his request for retirement from the position of Whole Time Director and his
resignation as Director of the Company with effect from the close of the business hours of
April 9, 2021.
Mr. Nikhil Dujari, Chief Financial Officer and Key Managerial Personnel
of the Company tendered his resignation with effect from the close of the business hours
of May 10, 2021. The Board, on the recommendation of NRC and the Audit Committee has
appointed Mr. Pramod Nair, Vice President Finance of the Company as Chief Financial
Officer (CFO) and designated him Whole time Key Managerial Personnel (KMP) of the Company
with effect from May 11, 2021.
Mr. Narotam Sekhsaria (DIN: 00276351), Non-Executive Director of the
Company has resigned from the Board with effect from April 29, 2022. The Board expressed
its appreciation for the invaluable contribution and guidance provided by Mr. Narotam
Sekhsaria during his tenure as director of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed under the both Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulation, 2015 and also not debarred from holding the office of
director pursuant to any SEBI order or any such authority.
All the Independent Directors of the Company have registered themselves
in the data bank maintained with the Indian Institute of Corporate Affairs and have
confirmed their compliance with Rule 6 of the Companies (Appointment & Qualification
of Directors) Rules, 2014.
In the opinion of the Board all independent directors possess strong
sense of integrity and having requisite experience, qualification and expertise as well as
independent of the management.
BOARD EVALUATION
Pursuant to the provisions of the Act and Listing Regulations, the
Board has carried out the annual performance evaluation of its own performance, the
Directors individually as well as the evaluation of the working of its Board Committees.
The exercise was carried out through a structured evaluation process covering various
aspects of the Board?s functioning such as adequacy of the composition of the Board
and its Committees, leadership attribute of directors through vision and values, strategic
thinking and decision making, adequacy of business strategy, etc.
The performance evaluation of the Independent Directors was done by the
entire Board excluding the Directors being evaluated. The performance evaluation of the
Non-IndependentDirectorswascarriedoutbytheIndependent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.
HOLDING, SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES
Falak Investment Private Limited, Promoter of the Company is the
holding company of the Company.
The Company has a subsidiary in Mauritius viz. Everest Building
Products. This company operates as a holding company for its subsidiary in the UAE. During
the Year, the subsidiary earned an interest income of 0.01 lakhs and a net loss of Rs
2.5 lakhs mainly for normal operating expenses.
The Mauritius subsidiary has a subsidiary, Everestind FZE incorporated
in UAE. Everestind FZE is a legal entity involved in the trading of Company?s
products in the Middle East and foreign markets. During the Year, entity earned a total
income of Rs 4242.3 lakhs and a net loss of Rs 2.2 lakhs out of trading of Company?s
products.
In terms of proviso to sub-section (3) of Section 129 of the Act, the
salient features of the financial statement of the subsidiaries is set out in the
prescribed Form AOC-1, which forms part of the Board?s Report as Annexure -1.
During the financial year 2021-22, no Company has become or ceased to be a Joint Venture
or Associate of the Company.
DEPOSITS
The Company has not accepted any deposits from the public during the
Year and, as such, no amount on account of principal or interest on public deposits was
outstanding as on March 31, 2022.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out by Securities and
Exchange Board of India ("SEBI"). A separate Report on Corporate Governance
along with a certificate from M/s TVA & Co. LLP, Company Secretaries on
compliance with the conditions of Corporate Governance as stipulated under Listing
Regulations is provided as part of this Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the Year, the Company has not entered into any
contract/arrangement with a related party as specified under section 188 of the Act.
Therefore, disclosure in Form AOC-2 is not required.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of Act, the Company
has constituted a Corporate Social Responsibility (CSR) Committee. The composition and
terms of reference of the CSR Committee are provided in the Corporate Governance
Report.
The CSR Policy may be accessed on the Company?s website at the
link https://www.everestind.com/uploads/Files/194invuf_ CSR-Policy-Final-1-4-2021.pdf The
Company has identified four focus areas of engagement which are as under:
Livelihood enhancement - skill development, training and
employment generation
Promotion of education, and sports.
Preventive health care and Sanitation
Environmental Sustainability
The Company also undertakes other need-based initiatives in compliance
with Schedule VII to the Act.
Annual Report on CSR activities for the financial year 2021-22
in the prescribed format is annexed as ANNEXURE-2 to this Board?s Report. CSR
activities of the Company which were being done through Everest Foundation (Trust) will be
transferred & continued through Everest Foundation (Section 8 company).
BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report for the Year under review, as stipulated
under Regulation 34 of Listing Regulations in the prescribed format is annexed as ANNEXURE-3
to this Board?s Report.
EMPLOYEES? STOCK OPTION SCHEME
The Nomination and Remuneration Committee of the Board of the Company,
inter-alia, administers and monitors the Employees? Stock Option Schemes of the
Company in accordance with the applicable SEBI regulations.
The applicable disclosures as stipulated under the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2022 with regard to
the Employees? Stock Option Schemes (ESOS) are provided in ANNEXURE-4 in the
Board?s Report and may be accessed on the Company?s website at the link
https://www.everestind. com/disclosures-under-statutory-enactments The Company has
received certificate from the Secretarial Auditors of the Company that the Schemes have
been implemented in compliance with the Securities & Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 {Previously known as
Securities & Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
which were repealed w.e.f. 13th August 2021} and as per special resolutions passed by the
members in the Annual General Meetings. The certificate shall be available for electronic
inspection by the members during the 89th Annual General Meeting.
STATUTORY AUDITORS
M/s. SRBC & CO LLP, Chartered Accountants (Registration No.
324982E/E300003), have been appointed as the Auditors of the Company for a period of five
years in the 88th Annual General meeting of the Company held on August 25, 2021 till the
conclusion of the 93rd Annual General Meeting of the Company.
AUDITORS? REPORT
There are no qualifications, reservations or adverse remarks made by
M/s. SRBC & CO LLP, Chartered Accountants, Statutory Auditors of the Company, in their
report for the financial year ended March 31, 2022.
The Statutory Auditors have not reported any incident of fraud to the
Audit Committee or to the Board of Directors under section 143(12) of the Act during the
Year under review.
COST AUDITORS
The Company is required to maintain the cost records as specified by
the Central Government under section 148(1) of the Act and accordingly such accounts and
records are made and maintained. As per the requirement of Central Government and pursuant
to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as
amended from time to time, the Company has been carrying out audit of its cost records.
The Board of Directors on the recommendation of Audit Committee has
appointed M/s Chandra Wadhwa & Co., Cost
Accountants as Cost Auditors to audit the cost records of the Company
for the financial year 2022-23. As required under the Act, a resolution seeking approval
of the members for the remuneration payable to the Cost Auditor forms part of the Notice
convening the forthcoming 89th Annual General Meeting.
SECRETARIAL AUDITOR AND SECRETARIAL STANDARDS
The Board has appointed M/s TVA & Co. LLP, Practicing Company
Secretaries to conduct the Secretarial Audit of the Company for the financial year 2021-22
as required under Section 204 of the Act and the rules made thereunder. The Secretarial
Audit Report for the financial year 2021-22 is attached as ANNEXURE-5 to the
Board?s Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
During the Year, the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
DISCLOSURES AUDIT COMMITTEE
The Audit Committee of the Board as on March 31, 2022 comprises of Mr.
Rajendra Chitale (Chairman), Mr. B. L. Taparia (Member), Mr. M. L. Gupta (Member), Mrs.
Bhavna Doshi (Member), Ms. Padmini Sekhsaria (Member) and Mr. Anant Talaulicar (Member).
For details, please refer to Corporate Governance Report attached to the Annual Report.
The Board has accepted all the recommendations made by the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board, as on March 31,
2022, comprises of Mr. B. L.Taparia (Chairman), Mr. M.L. Gupta (Member), Mrs. Bhavna Doshi
(Member), Ms. Padmini Sekhsaria (Member) and Mr. Anant Talaulicar (Member). For details,
please refer to Corporate Governance Report attached to this Annual Report.
The Nomination and Remuneration Committee has framed the Nomination,
Remuneration and Board Diversity Policy which lays down the criteria for appointment of
Directors on the Board of your Company and guides organization?s approach to Board
Diversity. No changes were made in the Policy during the financial year. Nomination,
Remuneration and Board Diversity Policy is available on the website of the Company at
https://everestind.com/uploads/Files/342invuf_Nomination-BoardDiversityPolicy.pdf
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The CSR Committee of the Board, as on March 31, 2022, comprises of Ms.
Padmini Sekhsaria (Chairperson), Mr. M.L. Gupta (Member), Mr. Alok Nanda (Member),
Mr. Rajesh Joshi (Member) and Mr. Anant Talaulicar (Member). Mr. Anant
Talaulicar was appointed as a member of CSR Committee with effect from May 28, 2021. For
details, please refer to Corporate Governance Report which is part of this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board, as on March 31,
2022, comprises of Mr. M. L.Gupta (Chairman), Mr. Rajesh Joshi (Member) and B. L.Taparia
(Member). For details, please refer to Corporate Governance Report which is part of this
Annual Report.
VIGIL MECHANISM POLICY/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Act read with rules made thereunder and
the Listing Regulations, the Company has in place a mechanism for Directors, employees,
vendors, customers and other stakeholders to report concerns about unethical behaviour,
actual or suspected fraud, violation of Code of Conduct of the Company etc. The mechanism
also provides for adequate safeguards against victimization of Whistle Blower who avail
the mechanism and also provides for direct access to the Whistle Blower to the Audit
Committee. Pursuant thereto, a dedicated helpline "Ethics Helpline" has been
set-up which is managed by an independent professional organization.
The Vigil Mechanism Policy may be accessed on the Company?s
website at the link https://everestind.com/
uploads/Files/163invuf_VigilMechanisimPolicy.pdf
RISK MANAGEMENT
In financial year 2021-22, the Company continued to strengthen its
comprehensive system to promptly identify risks, assess their materiality and take
measures to minimize their likelihood and losses. The Company has Risk Management Policy
to mitigate the risks. The Risk Management Committee was constituted by the Board on
27.5.2021. The Risk Management Committee comprises of Mr. B. L.Taparia (Chairman), Mr.
Rajendra Chitale (Member), Mr. Anant Talaulicar (Member), Ms. Padmini Sekhsaria (Member)
and Mr. Rajesh Joshi (Member).
The Risk Management Committee is assisted by the Management team
comprising of the following:
BU Head Roofing
BU Head Boards & Panels
BU Head ESBS
Chief Financial Officer (CFO)
Internal Auditor
Chief Human Resources Officer (CHRO)
VP Manufacturing
Head IT
For details, please refer to Corporate Governance Report attached to
this Annual Report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls and that
such internal financial controls are adequate and operating effectively. The Audit
Committee reviews report presented by the Internal Auditors. It maintains constant
dialogue with Statutory and Internal Auditors to ensure that internal control systems are
operating effectively. For more details, refer to the Internal control systems and
their adequacy? section in the Management Discussion and Analysis Report, which forms
part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD
The Board met seven (7) times during the Year, the details of which are
given in the Corporate Governance Report that forms part of this Annual Report. The
intervening gap between any two meetings was within the period prescribed under the Act
and Listing Regulations
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The details of investments covered under the provisions of Section 186
of the Act are disclosed in the Note No 2.05 to the Standalone Financial Statements. The
Company has neither given any loans nor provided any security or fresh guarantee under
Section 186 of the Act during the Year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The required particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required are attached as ANNEXURE-
6 to the Board?s Report.
ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is available on the Company?s website at the link https://www.
everestind.com/uploads/Files/477invuf_89thAnnualGeneral Meeting.pdf
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 as amended, a statement showing the names and other particulars of
the top ten employees in terms of remuneration drawn set out in the said rules are
provided in ANNEXURE-7 the Board?s Report.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in ANNEXURE- 8 to
the Board?s Report.
DIVIDEND DISTRIBUTION POLICY
Dividend Distribution Policy of the Company was approved by the Board
on August 3, 2021, and may be accessed on the Company?s website at the link
https://www.everestind.com/ uploads/Files/433invuf_Dividend-Distribution-Policy-aug21.pdf
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
Year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
3. Managing Director & CEO of the Company did not receive any
remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status of the Company and its future
operations.
5. No material changes and commitments affecting the financial position
of the Company have occurred from the end of the last financial year till the date of this
report.
6. No change in the nature of the business of the Company happened
during the Year under review.
STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Directors further state that during the Year under review, the
Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
HUMAN RESOURCES
The Company has continuously adopted structures that help to attract
best external talent and promote internal talent to higher roles and responsibilities.
Everest?s people-centric focus providing an open work environment, fostering
continuous improvement and development helped several employees realize their career
aspiration during the Year.
INDUSTRIAL RELATIONS
During the Year, the industrial relations at all the works of the
Company were cordial.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude to the
Company?s business associates, trade partners, dealers, customers, shareholders,
vendors, bankers, technology providers and other stakeholders all over India and overseas
for the continued support and co-operation extended by them to the Company during the
Year. Your Board also thanks to the Government of India, State Governments and other
Government Authorities for their continued support and encouragement to the Company and
look forward to their support in future.
Your Directors especially wish to place on record their sincere
appreciation of the efficient services rendered by the Company?s motivated team
members from all Zones, Works and Offices.
|
For and on behalf of the Board |
|
Place: Mumbai |
Anant Talaulicar |
Rajesh Joshi |
Date: May 27, 2022 |
Chairman |
Managing Director & CEO |