everest industries ltd Directors report

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