Your Directors are pleased to present the 29 Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2022.
1. FINANCIAL RESULTS AND OPERATIONS:
i. Financial Results:
The Financial performance of your Company for the year ended March 31, 2022 as compared with the previous year is summarized below:
|S. No. Particulars||2021-22||2020-21|
|I Total Revenue||20,225.78||18,262.85|
|II Profit before Financial Cost, Depreciation, and Tax||863.88||2,390.45|
|III Less: Financial Cost||310.28||325.63|
|IV Less: Depreciation||379.67||337.46|
|V Profit Before Tax||173.93||1,727.35|
|VI Less: Provision for Income Tax||29.00||302.00|
|VII Less: Deferred Tax||30.56||53.86|
|VIII Profit After Tax||114.37||1,371.49|
|IX Other Comprehensive Income||-||-|
|X Total Comprehensive Income for the period||114.37||1,371.49|
|XI Add: Brought forward from Previous Year||3,858.00||2,620.22|
|XII Closing Balance of Reserves & Surplus||3,880.00||3,857.56|
During the year under review, your Company has registered a total revenue of Rs. 20,225.78 Lakhs as against Rs. 18,262.85 Lakhs for the previous corresponding year showing a year-on-year growth of 10.75%.
Whereas the Net Profit of the Company was Rs. 114.37 Lakhs as against Net Profit of Rs. 1,371.49 Lakhs for the previous year. Earnings per share for the year was Rs. 1.43/-.
2. COVID – 19 :
The COVID-19 pandemic and global inflation affected the global economy in the recent past and continued to be a global challenge, creating disruption across the world. In the first three months of FY 2021-22, the second wave of the pandemic overwhelmed India’s medical infrastructure. Your Management and Directors priority remains the health, safety and well-being of employees and their families as well as business continuity to safeguard the interests of parties, customers and other stakeholders. Considering employees safety as paramount, we implemented elaborated support measures for employees during the three COVID-19 waves in India.
In order to be in line with the practice of returning free cash flow to shareholders and based on the Company’s performance, the Directors have also recommended a dividend of Rs. 0.50/- (Fifty Paisa only) per equity share of Rs. 10/- each for the FY 2021-22, subject to the approval of the shareholders at the ensuing 29 Annual General Meeting (AGM) of the Company. Dividend shall be payable to those shareholders whose names appear on the Register of Members of the Company as on the record date i.e. September 16, 2022.
4. TRANSFER TO RESERVES:
The Company has not transferred any amount to the general reserves during the current financial year ending March 31, 2022.
5. SHARE CAPITAL:
There was no change in the Share Capital of the Company, during the year 2021-22. The paid-up Equity Share Capital as on March 31, 2022 was Rs. 80,000,000/- (Rupees Eight Crores only).
6. DEPOSITS FROM PUBLIC:
During the year under review, your Company has not accepted any deposits from public pursuant to the provision of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, there has been no change in the nature of the business of the Company.
8. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:
The Company does not have any subsidiary / joint venture / associate companies during the year under review.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The detailed report on the Management Discussion and Analysis for the year under review as stipulated under Regulation 34 (3) read with Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section and forms part of this Annual Report.
10. CORPORATE GOVERNANCE REPORT:
Your Directors reaffirm their continued commitment to adhere to the highest standards of Corporate Governance. In compliance with the Regulation 34 (3) read with Schedule V (C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Report on Corporate Governance as on March 31, 2022 as stipulated under the Listing Regulations forms part of this Annual Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the report on Corporate Governance and forms part of this Annual Report.
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Relevant information on composition of the Board and number of meetings is provided in ‘Board of Directors’ section of Report on Corporate Governance which forms part of this Annual Report.
a) Statement of Declaration given by Independent Directors:
All Independent Directors have submitted the Declaration of Independence, in compliance with the provisions of Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of the Listing Regulations stating that they meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
b) Directors Retiring by Rotation:
In accordance with the requirements of the Companies Act, 2013 and Article of Association of the Company Mr. Akella Parvathisem, Technical Director retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Board of Directors recommends his re-appointment. His brief profile has been provided in the notice and forms part of this Annual Report.
c) Appointment and Re-appointment of Managing Director and Whole-time Director:
Pursuant to the sad demise of Dr. Srikakarlapudi Srihari Raju an existing Managing Director of the Company, the Board recommends the appointment of Dr. Srikakarlapudi Sirisha as the Managing Director of the Company with effect from August 9, 2022 for a period of 3 (Three) years and fixes remuneration thereof in accordance with the applicable provisions of Companies Act, 2013 and Listing Regulations.
The term of appointment of Mr. Srikakarlapudi Harikrishna, Whole-time Director of the Company will expire on 27.08.2022. The Board recommends the re-appointment of Mr. Srikakarlapudi Harikrishna as Whole-time Director of the Company with effect from 28.08.2022 for a period of 3 (Three) years in accordance with the provisions of the Companies Act, 2013.
The Board recommends the appointment and re-appointment of above said directors to the shareholders. The Notice convening 29 AGM sets out their details.
d) Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company during the year are – Dr. Srikakarlapudi Srihari Raju, Managing Director, Dr. Srikakarlapudi Sirisha, Chief Executive Officer, Mr. Ramakrishna Peruri, Chief Financial Officer and Ms. Rekha Singh, Company Secretary. Dr. Srikakarlapudi Sirisha was appointed as Chief Executive Officer of the Company w.e.f. October 01, 2021.
Remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Report on Corporate Governance, which forms part of this Annual report.
e) Meetings of the Board:
During the year under review, four (4) meetings of the Board of Directors were convened and held. For details of meetings of the Board, please refer the Report on Corporate Governance, forming part of this Annual Report.
f) Committee of Board and details of meetings:
There are various Board constituted Committees as stipulated under the Companies Act and Listing Regulations namely, Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility (CSR) Committee. All the recommendations made by the Committees of Board including the Audit Committee were accepted and approved by the Board.
During the year under review, four (4) meetings of the Audit Committee, eighteen (18) meetings of Stakeholders Relationship Committee, one (1) meeting of Nomination and Remuneration Committee and one (1) meeting of Corporate Social Responsibility (CSR) Committee were convened and held. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year has been enumerated in the Report on Corporate Governance, which forms part of this Annual Report.
g) Board Evaluation:
As per provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17 (10) of the Listing Regulations, an evaluation of the performance of the Board, its committees and members were undertaken. For details, please refer to the Report on Corporate Governance, forming part of this Annual Report.
h) Appointment of Directors and Remuneration Policy:
The assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential independent Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.
In accordance with Section 178(3) of the Companies Act, 2013, and on recommendations of Nomination and Remuneration Committee, the Board formulated and adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management which is available on the website of the Company http://www.everestorganicsltd.com/Nomination-Remuneration-Policy.PDF.
i) Compliance with Secretarial Standards:
During the year under review, the Company continues to complies with the various provisions of all Secretarial Standards, as issued by the Institute of Company Secretaries of India.
12. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS:
The Company has in place proper and adequate Internal Financial Control systems commensurate with the nature of its business, size and complexity of its operations with reference to financial statements. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources as acquired are used economically.
13. DIRECTOR’S RESPONSIBILITY STATEMENT:
In accordance with clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Directors of the Company state:
a. That in the preparation of the accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
c. That the Directors have taken proper and sufficient care for the maintenance 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. That the Directors have prepared the accounts for the financial year ended March, 31, 2022 on a ‘going concern basis’;
e. That the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and operating effectively;
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s Internal Financial Controls were adequate and effective during the financial year 2021-22.
14. RELATED PARTY TRANSACTIONS:
All Related Party Transactions are in compliance of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large.
All Related Party Transactions entered into by the Company were in the Ordinary Course of Business and at an Arm’s Length basis and were reviewed and approved by the Audit Committee and the Board. Omnibus approval is obtained for transactions which are foreseeable and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Complete details of Related Party Transactions are given in the Notes to Financial Statements forming part of this Annual Report.
The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transaction as approved by the Board may be accessed on the Company’s website: http://www.everestorganicsltd.com/Policy-on-dealing-with-Related-Party-Transaction.PDF.
Information on transactions with Related Parties pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC-2 and is attached as "BR_Annexure - I" to this Annual Report.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company believes in upholding professional integrity and ethical behaviour in the conduct of its business. To uphold and promote these standards, the Company has a Vigil Mechanism / Whistle Blower Policy which serves as a mechanism for its Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The details of establishment of such mechanism are available on the website of the Company http://www.everestorganicsltd.com/EOL_VigilMechanism.pdf.
Whistle Blower Policy and affirmation that none of the personnel have been denied access to the Audit Committee. The Company has in place a Whistle Blower Policy for Vigil mechanism for Directors and employees to report to the management about the unethical behavior, fraud, violation of Company’s Code of Conduct.
16. AUDITORS AND AUDIT REPORT:
a) Statutory Auditors:
Pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s. Suryam & Co., Chartered Accountants, Hyderabad (FRN: 012181S) were appointed as the Statutory Auditors of the Company for a period of five consecutive years at the 24 Annual General Meeting and shall hold office until the conclusion of the ensuing 29 Annual General Meeting of the Company.
The Board of Directors of the Company, based on the recommendation of the Audit Committee, at its meeting held on August 09, 2022, have approved the appointment of M/s. P.S.N. Ravishanker & Associates, Chartered Accountants, Hyderabad (Firm Registration No. 003228S) as the Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive years from the conclusion of the ensuing 29 Annual General Meeting until the conclusion of the 34 Annual General Meeting to be held in the year 2027 subject to the approval of the members.
The Auditors have confirmed their eligibility for appointment as a Statutory Auditors for a term of 5 (five) years subject to the various certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The notice convening the 29 Annual General Meeting to be held on September 24, 2022 sets out the details.
b) Board’s response on Auditors’ Qualifications, Reservations or Adverse Remarks:
The qualifications made by the Statutory Auditors in the Auditors’ Report for the financial year ended March 31, 2022 read with explanatory notes therein are self-explanatory and therefore do not call for any further explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013, other than those mentioned below:
i. The revocation order of Telangana State Pollution Control Board (TSPCB) dated 4 February 2022 in connection with the closure order dated 22 December 2020, stipulates that, the Company cannot exceed its production capacity indicated in its order No. TSPCB/RCP/SRD/CFO&HWA/HO/2017-2714, Dt. 22-11-2017. However, the Company is operating at a substantially enhanced level of actual production without necessary approvals from TSPCB in the form of Consent for Establishment (CFE) for starting the establishment, followed by the consequent Consent for Operation (CFO). Such non-compliance could impact the going concern of the Company in the form of Closure Order from TSPCB.
Directors’ Comments: During the year under review, the Management is in process of receiving approvals for such enhanced capacity of production. The Company has made application for necessary approvals and upon payment of appropriate fees the approvals will be granted. Hence effect on going concern of the Company would not arise.
ii. Turnover recognised during the year, includes Rs. 478.49 Lakhs for which, the control over the goods have not been passed on to the respective customers though dispatches were made on or before 31.03.2022. As the same is not in accordance with Ind-AS 115 on Income Recognition, the same should not have been considered as turnover. Accordingly, the total Turnover has been overstated during the quarter by Rs. 479.29 Lakhs. Consequently, the Net Profit for the year and reserve under the balance sheet as at the end of the year have been overstated by Rs. 22.48 lakhs. Now adjusted profit for the year would come to Rs. 88.24 Lakhs and adjusted profit for the quarter would come to Rs. 2.85 Lakhs.
Directors’ Comments: During the year under review, the sales made at the year end were subsequently shipped and control over goods has been transferred to the respective customers.
Management is of the opinion that, as the control has been transferred and sale is completed. Accordingly, the revenue and profitability are certain of realisation and do not have any impact of revenue and profit of the Company.
iii. Company has not made any provision for the Liability on account of Gratuity payable, based on the Management’s own assessment as against an Actuarial Valuation. Further, the Company has not obtained any confirmation from the Life Insurance Corporation of India in this regard during the past one year. Hence the impact on the profit for the year and the consequential impact on the Reserve and Surplus of the Company as on the balance sheet date are not ascertainable.
Directors’ Comments: During the year under review, the Company has made adequate provision for the gratuity liability. However, the management will take up the Actuarial valuation soon and will review.
iv. The Company has made Rs. 5509.86 Lakhs of turnover for the quarter ended 31 March 2022.
The Sundry Debtors as at 31 March 2022 stood at Rs. 6840.52 Lakhs. Against this outstanding balance of Sundry Debtors confirmations were received only for Rs.1480.98 lakhs by this date.
Directors Comments: During the year under review, the Company has sent communication to all the debtors for confirmation of balances and accounts, and the information from a majority has been received; however, response from few of them is awaited. The matter is being followed up.
v. The Company has adopted cash basis of accounting, as regards sales commission payable to the sales agents. Hence the impact on the profit for the year and the consequential impact on the Reserves and Surplus of the Company as on the balance sheet date are not ascertainable.
Directors’ Comments: During the year under review, the liability for Sales Commission arises only after realisation of amount from sales made and on receipt of the bill from the agent. Realisation happens only after sales made. Sales made through agency referrals is very less. In the view of management, there are no bills which are pending for accounting the liability thereon.
vi. The Company has replaced certain plant and equipment during the year under report. The resultant deletion of the replaced assets/equipment has not been carried out. The revision of Fixed Assets Register and the codification of assets are in progress. The disclosure requirements as regards the assets kept aside for sale are being ascertained and recorded. We were explained that, these issues shall be dealt upon sale of such assets and will have no impact on the profit for the year and the consequential impact on the Reserves and Surplus of the Company as on the balance sheet date.
Directors’ Comments: During the year under review, the Company has taken up the expansion activity of the production facilities and in the process, some of the existing assets are relocated and new assets are also installed. The Company accounts for deletions when the management is of the opinion that, the asset is no longer reusable and is sold. Further, the updation of the Fixed Assets Register and the codification of assets is an ongoing process.
Pursuant to the provisions of Section 143(12) of the Companies Act, 2013 as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
d) Internal Auditors:
The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. Harikrishna & Associates, Chartered Accountants, as an Internal Auditors of your Company for the FY 2022-23. M/s. Harikrishna & Associates have confirmed their willingness to be re-appointed as an Internal Auditors of the Company and are submitting their reports on quarterly basis.
e) Cost Auditors:
The Board of Directors based on the recommendation of Audit Committee has re-appointed M/s. PKR & Associates, LLP, Cost Accountants, Hyderabad as the Cost Auditors of the Company pursuant to the provisions of Section 148 of the Companies Act, 2013 for the FY 2022-23. The provisions also require that the remuneration of the cost auditors be ratified by the shareholders and accordingly the same is put forward to the shareholders in the ensuing 29 Annual General Meeting for their ratification.
f) Cost Audit Report for the year ended March 31, 2022:
The Cost Audit Report for the financial year 2021-22 issued by M/s. PKR & Associates, LLP, Cost Accountants, are self-explanatory and therefore do not call for any further explanation or comments from the Board. The same will be filed with the Central Government within the stipulated timeline.
g) Cost Records:
The provisions of Cost Records are applicable to the Company and the Company has complied with the said provisions.
h) Secretarial Auditors:
In compliance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 M/s. D. Hanumantha Raju & Co., Company Secretary in practice, were re-appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ending March 31, 2023.
i) Annual Secretarial Audit Report:
In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditors in form no. MR-3 is annexed as "BR_Annexure - II" to this Annual Report.
The qualifications made by the Secretarial Auditors in the Secretarial Audit Report for the financial year ended March 31, 2022 is mentioned below:
i. The Company has received revised credit rating report from ICRA, the credit rating agency on 28.02.2022 and the same was to be intimated to Stock Exchange within 24 hours pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015 but it was intimated to BSE on 02.03.2022.
Directors Comments: The report was received late in the evening on 28.02.2022, and the next day i.e. on 01.03.2022 was a holiday on account of Mahashivratri festival. We intimated the Stock Exchange on 02.03.2022 without any further delay.
j) Annual Secretarial Compliance Report:
An Annual Secretarial Compliance Report for the financial year ended March 31, 2022 on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, was obtained from M/s. D. Hanumantha Raju & Co., Secretarial Auditors and submitted to the stock exchange.
17. RISK MANAGEMENT POLICY:
The Company has instituted a proper mechanism for identifying and establishing controls to effectively manage different kinds of risks. At present the threats, risks and concerns being felt are stiff competition in the market, consolidation of manufacturers, who have branded products, fluctuations in prices as well as availability of raw materials and the huge increase in logistics prices.
18. DECLARATION ABOUT COMPLIANCE WITH CODE OF CONDUCT BY MEMBERS OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL:
The Company has complied with the requirements about the Code of Conduct for Board members and Senior Management Personnel. A compliance certificate by the Managing Director is annexed as "BR_Annexure - III" and forms part of this Annual Report.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has always believed in proving a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee ("ICC") has been constituted and re-constituted by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.
During the year ended March 31, 2022, no complaints pertaining to sexual harassment have been received.
20. OTHER DISCLOSURES:
a) Annual Return:
Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rule, 2014 the Annual Return as at March 31, 2022 can be accessed at Company’s website http://www.everestorganicsltd.com/ MGT-7_2021-22.pdf.
b) Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:
Particulars pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, as amended from time to time are annexed as "BR_Annexure - IV" to this Annual Report.
c) Loans/ Guarantees/ Investments under Section 186 of the Companies Act, 2013:
Pursuant to the provisions of Section 186 (3) and all other applicable provisions of the Companies Act, 2013, the Company has taken Boards’ and Members approval at their meetings held on 31.07.2020 and 08.09.2020 respectively for an amount not exceeding Rs. 25 Crores in excess of the limits prescribed under the given Act. But the Company has not granted any loans and Guarantees or made any Investments and securities provided during the year under review.
d) Disclosure regarding Employee Stock Option Scheme:
Pursuant to the provision of Sections 62 (1) (b) of the Companies Act, 2013 read with Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any equity shares under Employees Stock Option Scheme, during the year under review.
The Board of Directors at their meeting held on 09.08.2017 have proposed to approve Employee Stock Option Scheme, which was later approved by the members at the 24 Annual General Meeting of the Company held on 27.09.2017 as the ESOP Scheme 2017.
The Company has further made an application for seeking "In-principal approval" prior to issue and allotment of 500000 Equity Shares consisting of 500000 Employee Stock under "Everest Employee Stock Option Plan 2017" in compliance with Regulation 12(3) of SEBI (Share Based Employee Benefits) Regulations, 2014, which was approved by the Bombay Stock Exchange (BSE) via its letter dated January 12, 2021. The Company shall proceed with the said approval soon.
e) Details of Nodal Officer:
The Company has designated Ms. Rekha Singh, Company Secretary and Compliance Officer as a Nodal Officer for the purpose of IEPF.
f) Disclosure regarding Unclaimed Shares:
Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company had transferred 207792 (Two Lakh Seven Thousand Seven Hundred Ninety Two) unclaimed Equity Shares to the Everest Organics Limited – Unclaimed Suspense Account. 172404 (One Lakh Seventy Two Thousand Four Hundred and Four) Equity Shares i.e. 2.16% were still lying under "Everest Organics Limited – Unclaimed Suspense Account" as on March 31, 2022.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:
The Company has received Temporary Closure Order of Factory situated at Sadasivpet Mandal from Telangana State Pollution Control Board (TSPCB) on dated 22.12.2020 with regards to non-compliances of pollution norms. The Management has taken all the vigilant steps to make sure that the Company shall comply with all the provisions of TSPCB and had submitted all the necessary documents to TSPCB to get the revocation order. On reviewing and analysing all the requisite documents submitted by the Company and after consideration of all the inspection of its facility for pollution control issues, the TSPCB has issued the temporary revocation of factory closure order to the Company on dated 11.02.2021.
During the year under review, the Company has further received an Extension of Revocation of Factory Closure Order for a further period of six months on dated 13.07.2021 from TSPCB.
After due consideration and analysis of the material facts of the case, TSPCB being satisfied with the adequate steps taken by the management to comply with the provisions of TSPCB towards the environmental safety had issued the Permanent Revocation of Factory Closure Order vide its order letter dated 04.02.2022.
No other significant and / or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company’s operations in future.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR TILL THE DATE OF THIS REPORT:
The material events that have occurred after the close of the financial year till the date of this report are as follows:
1. Mirabegron API has been commercialised;
2. Bilastine API has been commercialised;
3. Aprepitant API has been developed in the R&D;
4. Pemetrexed intermediates has been developed in the R&D;
5. For Fenofibrate API we have applied for Certificate of Suitability (COS) for European Markets.
The sad demise of the Founder, Promoter and Managing Director of the Company Late Dr. Srikakarlapudi Srihari Raju was reported on April 25, 2022.
No other material changes and commitments have occurred which may affect the financial position of the Company after the close of the Financial Year till the date of this report.
23. CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) Committee of the Company is in compliance with the provisions of Section 135 of the Companies Act, 2013 which consists of three directors including one executive director, one non-executive director and one independent director. The Chairman of the committee is an Independent Director. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, as approved by the Board.
The details of the CSR Policy of the Company, its development and initiatives taken by the Company on CSR during the year pursuant to Section 135 of the Companies Act, 2013 was presented as "the Annual Report on Corporate Social Responsibility activities", annexed herewith as "BR_Annexure - V" and forms part of this Annual Report. The above said Policy is available on the website of the Company http://www.everestorganicsltd.com/EOL_CSR_Policy.PDF.
24. PARTICULARS OF EMPLOYEES AND REMUNERATION:
In compliance with the requirement of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the remuneration details of Directors and employees are annexed herewith as "BR_Annexure - VI" and forms part of this Annual Report.
25. HUMAN RESOURCE:
Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of employees is the driving force behind the Company’s vision. Your Company appreciates the spirit of its dedicated employees.
Your Directors place on record their sincere appreciation for the significant contribution made by its employees through their dedication, hard work and commitment at all levels. The board of directors also acknowledge the support extended by the analysts, bankers, government agencies, media, customers, suppliers, shareholders and investors at large. The Board look forward to your continued support in the Future.
|For and on behalf of the Board of Directors|
|Ramakrishnam Raju Kounparaju||Sri Kakarlapudi Sirisha|
|DIN: 01735481||DIN: 06921012|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS