Your Directors are pleased to present the 30 Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2023.
1. FINANCIAL RESULTS AND OPERATIONS:
i. Financial Results:
The Financial performance of your Company for the year ended March 31, 2023 as compared with the previous year is summarized below:
(Rs. in Lakhs)
|II||Profit before Financial Cost, Depreciation, and Tax||787.34||863.88|
|III||Less: Financial Cost||330.95||310.28|
|V||Profit Before Tax||8.99||173.93|
|VI||Less: Provision for Income Tax||1.50||29.00|
|VII||Less: Deferred Tax||25.71||30.56|
|VIII||Profit After Tax||(18.22)||114.37|
|IX||Other Comprehensive Income||-||-|
|X||Total Comprehensive Income for the period||(18.22)||114.37|
|XI||Add: Brought forward from Previous Year||3,880.00||3,858.00|
|XII||Closing Balance of Reserves & Surplus||3,821.49||3,880.00|
During the year under review, your Company has registered a total revenue of Rs. 18,999.20 Lakhs as against Rs. 20,225.78 Lakhs for the previous corresponding year.
Whereas the Net Loss of the Company was Rs. (18.22) Lakhs as against Net Profit of Rs. 114.37 Lakhs for the previous year. Earnings per share for the year was Rs. (0.23)/-.
In view of the losses incurred during the year, your Directors did not recommend any dividend for the FY 2022-23.
3. TRANSFER TO RESERVES:
The Company has not transferred any amount to the general reserves during the financial year ending March 31, 2023.
4. SHARE CAPITAL:
There was no change in the Share Capital of the Company, during the year 2022-23. The paid-up
Equity Share Capital as on March 31, 2023 was Rs. 80,000,000/- (Rupees Eight Crores only).
5. 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.
6. 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.
7. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:
The Company does not have any subsidiary / joint venture / associate companies during the year under review.
8. 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.
9. 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 Corporate Governance Report as on March 31, 2023 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 Corporate Governance Report and forms part of this Annual Report.
10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. Relevant information on composition of the Board and number of meetings is provided in Board of Directors section of Corporate Governance Report which forms part of this Annual Report.
a) Statement of Declaration given by Independent Directors:
In compliance with the provisions of Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of the Listing Regulations, all the Independent Directors have submitted the Declaration of Independence, stating that they meet the criteria of Independence as laid down 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 compliance with the requirements of the Companies Act, 2013 and Article of Association of the Company Mr. Kakarlapudi Sitarama Raju, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offered 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 Cessation of Directors:
Pursuant to the provisions of the Companies Act, 2013, with the demise of a person, he immediately ceases to be the director of the companies wherever he was holding the directorship. The sudden demise of Late Mr. Sreeramakrishna Grandhi, Non-Executive Independent Director of the Company was reported on July 31, 2023 and the cessation of his directorship was noted by the Company at its Board Meeting held on August 12, 2023.
Pursuant to the sad demise of Late Mr. Sreeramakrishna Grandhi, Non-Executive Independent Director of the Company dated July 31, 2023, Mr. Prasad Venkata Satya Sundara Srikakolapu was appointed as an Additional Director (Non-Executive Independent Director) w.e.f. September 01, 2023 at the Board Meeting of the Company held on August 12, 2023. The Board recommends the appointment of Mr. Prasad Venkata Satya Sundara Srikakolapu as a Non-Executive Independent Director under section 149 of the Companies Act, 2013 for a term of five years for approval of the members at the ensuing Annual General Meeting. In accordance with Section 149(7) of the Companies Act, 2013, Mr. Prasad Venkata Satya Sundara Srikakolapu has confirmed that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.
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, there were following changes in the Key Managerial Personnel of the Company during the year under review:
(i) Cessation of Dr. Srikakarlapudi Srihari Raju as Managing Director of the Company due to his demise w.e.f. April 25, 2022.
(ii) Change in designation of Dr. Srikakarlapudi Sirisha as Managing Director of the Company w.e.f. August 09, 2022.
(iii) Re-appointment of Mr. Ramakrishna Peruri as the Chief Financial Officer of the Company w.e.f. August 12, 2023.
As on the date of this report, the Company has the following Key Managerial Personnel:
|S. NO.||NAME OF KMP||DESIGNATION|
|1||Dr. Srikakarlapudi Sirisha||Managing Director & Chief Executive Officer|
|2||Mr. Ramakrishna Peruri||Chief Financial Officer|
|3||Ms. Rekha Singh||Company Secretary & Compliance Officer|
Remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Corporate Governance Report, 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. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. For details of Board meetings, please refer the Corporate Governance Report, forming part of this Annual Report.
f) Committee of Board and details of meetings:
The various Board constituted Committees as stipulated under the Companies Act and Listing Regulations are as follows:
(i) Audit Committee;
(ii) Nomination and Remuneration Committee;
(iii) Stakeholders Relationship Committee; and
(iv) 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, one (1) meeting of Nomination and Remuneration Committee, twelve (12) meetings of Stakeholders Relationship 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 Corporate Governance Report, which forms part of this Annual Report.
g) Board Evaluation:
In compliance with the 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 Corporate Governance Report, forming part of this Annual Report.
h) Appointment of Directors and Remuneration Policy:
The assessment and appointment of members to the Board are 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 has formulated and adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management that outlines the guidelines related to performance evaluation of Directors, remuneration principles and Board diversity, the policy is available on the website of the Company;http://www.everestorganicsltd.com/investors/Corporate%20Governance/ Policies/Policy%20on%20Nomination%20_%20Remuneration.pdf.
i) Compliance with Secretarial Standards:
During the year under review, the Company continues to complies with the various provisions of all Secretarial Standards, including amendments thereto, as issued by the Institute of Company Secretaries of India (ICSI).
11. 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.
12. DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with the provisions of Section 134(3)(C) read with Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief your Directors state that:
a. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. They had 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. They had 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. They had prepared the annual accounts for the financial year ended March, 31, 2023 on a going concern basis;
e. They had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f. They 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 Companys Internal Financial Controls were adequate and effective during the financial year 2022-23.
13. 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 Arms 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 Companys website: http://www.everestorganicsltd.com/investors/Corporate%20Governance/Policies/Policy%20on%20Re lated%20Party%20Transaction.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.
14. 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/investors/Corporate%20Governance/ Policies/Vigil%20Mechanism_Whistle%20Blower%20Policy.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 Companys Code of Conduct.
15. 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. P.S.N. Ravishanker & Associates, Chartered Accountants, Hyderabad (Firm Registration No. 003228S) were appointed as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the 29th Annual General Meeting held on September 24, 2022 till the conclusion of the 34th Annual General Meeting.
Pursuant to the provisions of Section 141 of the Act, the auditors have confirmed that their appointment is in compliance with the conditions prescribed by the said section and hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India and are eligible to continue to hold the office for rest of their tenure.
b) Boards response on Auditors Qualifications, Reservations or Adverse Remarks:
The qualifications made by the Statutory Auditors in the Independent Auditors Report for the financial year ended March 31, 2023 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 4th February 2022 in connection with the closure order dated 22nd Dec 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 status 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 the Company as a going concern would not arise.
ii. During the period under report, certain sales are made by the Company on or before 31st March, 2023 for which control over the goods have not been passed on to the respective customers though dispatches were made on or before the aforesaid date and the same is not in accordance with IND-AS 115 on Income Recognition. Considering the corresponding effect of the earlier period i.e., 2021-22, the impact on Net Profit after tax for the year ended 31.03.2023 and reserves and surplus under Balance Sheet have been overstated by Rs. 70.65 Lakhs and the net turnover for the year ended 31.03.2022 have been overstated by Rs. 394.76 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. During the year, the Company has received Keyman Insurance claim on demise of Mr. SK
Srihari Raju, Ex-CMD, amounting to Rs. 500 lakhs which was shown under Other Income instead of Exceptional items in Statement of Profit & Loss Account in the yearly results for FY 2022-23. Accordingly, the impact on Operational Profit (Earnings Before Interest & Tax) for FY 2022-23 was overstated by Rs. 500 lakhs resulting in the present Operational Profit (Earnings Before Interest & Tax) of Rs.496.12 lakhs instead of operating loss of Rs. 3.88 lakhs, there being no impact on the overall Net Profit of the Company for FY 2022-23.
Directors Comments: During the year under review, Earlier the Keyman Insurance premium paid was charged to P&L as normal business expenditure. Hence the Management is of the opinion that the compensation received there to shall also be treated as normal business income and accordingly treated as normal income.
iv. During the quarter under report, the Company has not revised the provision for the Liability on account of Gratuity payable which was made in earlier period based on the Managements own assessment. The Company has not been following the making of provision for such liability basing on Actuarial Assessment. Further, the Company has not obtained any confirmation of liability 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 Reserves 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 there on.
v. The Company has made turnover of Rs.18,304.84 Lakhs for the year ended 31st March 2023. The Sundry Debtors as at 31st March, 2023 stood at Rs. 7795.71 Lakhs. Against this outstanding balance of Sundry Debtors confirmations were received only for Rs. 3612.13 lakhs by this date.
Directors Comments: During the year under review, the Company has priorly communicated to all the receivable parties for confirmation of balances and have received confirmations from significant number of parties and are still receiving them on a continuous basis and expect the rest of the confirmations also soon.
vi. The Debtors balance outstanding for more than 3 years for which provision for doubtful debts was not made is amounting to Rs. 58.62 lakhs as at 31st March 2023. As there were no active business transactions with those parties, provision should be made for entire amount of Rs. 58.62 lakhs for 2022-23. The impact on Net Profit after tax for the year ended
31.03.2023 and Reserves and Surplus under Balance Sheet have been overstated by Rs. 43.87 lakhs (Rs 58.62 lakhs Less Rs. 58.62 lakhs x 25.168%).
Directors Comments: During the year under review, although the receivables are more than 3 years old, we are making recoveries on a continuous basis and we hope to receive them in the near future. For this reason, we have not made any provision for doubtful debts.
vii. During the year, the Company has capitalised expenditure incurred on R&D to the extent of Rs. 209.65 lakhs under the head Intangible Assets-Products under Development instead of treating it as revenue expenditure and charging it in the Statement of Profit & Loss Account. The nature of such expenditure shall be substantiated with tangible basis for certainty of corresponding future revenues against the same. The expenditure shall also be identified and ascertained against each product under development. As the same was not furnished to us, we are of the opinion that the treatment of such expenditure as capital in nature is not in accordance with IND-AS 1 on Presentation of Financial Statements. Accordingly, the Profit before tax for the year ended 31.03.2023 have been overstated by Rs 209.65 lakhs.
Directors Comments: During the year under review, the Company has been incurring expenditure on development of various new products which take a time period of 3 to 5 years gestation for realising commercial benefits there from. The future economic returns of this product development activity at large are expected to outweigh the expenditure for such development. To match the future revenues with corresponding development cost the present expenditure for the product development is capitalised under the category of "Intangible Asset".
viii. 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. Sales made through agents are very less. In the view of the management there are no bills which are pending for accounting the liability thereon.
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 pursuant to the provisions of Section 138 of the Companies Act, 2013 for the FY 2023-24. 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 2023-24. 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 notice convening 30th Annual General Meeting for their ratification.
f) Cost Audit Report for the year ended March 31, 2023:
The Cost Audit Report for the financial year 2022-23 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) Maintenance of Cost Records:
The provisions of Cost Records are applicable to the Company and the Company has made and maintained the cost records as specified by the Central Government under sub-section (1) Section 148 of the Companies Act, 2013.
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. Hanumanta Raju & Co., Practicing Company Secretaries, were re-appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ending March 31, 2024.
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.
j) Annual Secretarial Compliance Report:
An Annual Secretarial Compliance Report for the financial year ended March 31, 2023 on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, was obtained from M/s. D. Hanumanta Raju & Co., Secretarial Auditors and submitted to the stock exchange.
16. 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, decline in sales volume and the huge increase in logistics prices.
17. DECLARATION ABOUT COMPLIANCE WITH CODE OF CONDUCT BY MEMBERS OF THE
BOARD AND SENIOR MANAGEMENT PERSONNEL:
The Company has a comprehensive Code of Conduct (the Code) in place pursuant to Regulation 17 (5) of Listing Regulations, applicable to all the senior management personnel and Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. Declaration on compliance with Code of Conduct by the Managing Director is annexed as "BR_Annexure III" and forms part of this Annual Report.
18. 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, 2023, no complaints pertaining to sexual harassment have been reported.
19. 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 of the Company for the year ended March 31, 2023, has been hosted on the Companys website, which can be accessed at http://www.everestorganicsltd.com/investors/Financial%20Info/ Annual%20Reports/Annual%20Returns/Annual%20Return_2022-23.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 the 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 July 31, 2020 and September 08, 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 Employee Stock Option Scheme, during the year under review.
The Board of Directors at their meeting held on August 09, 2017 have proposed to approve Employee Stock Option Scheme, which was later approved by the members at the 24th Annual General Meeting of the Company held on September 27, 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 BSE Limited 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. 181406 (One Lakh Eighty-One Thousand Four Hundred and Six) Equity Shares i.e. 2.27% were still lying under "Everest Organics Limited Unclaimed Suspense Account" as on March 31, 2023.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:
No significant and / or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Companys operations in future.
21. 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. Rabeprazole API has been applied for Korean market;
2. For Bilastine API we have applied for Certificate of Suitability (COS);
3. Vonoprazole API has been developed in the R&D;
4. Pemetrexed intermediates has been commercialised.
Demise of Late Mr. Sreeramakrishna Grandhi, Non-Executive Independent Director of the Company was reported on July 31, 2023.
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.
22. 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 non-executive independent director. The Chairman of the committee is an Non-Executive 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/investors/Corporate%20Governance/Policies/ Corporate%20Social%20Responsibility%20Policy.pdf.
23. 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.
24. 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 Companys 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|