Mar 31, 2019
The Directors are pleased to present the Eighty-Sixth Annual Report of Everest Industries Limited (âCompanyâ or âEverestâ) together with the Audited Financial Statements for the financial year (âYearâ) ended 31st March, 2019.
FINANCIAL RESULTS
(Rs. In Lakhs)
Particulars |
Financial Year ended |
|||
Standalone |
Consolidated |
|||
31.03.2019 |
31.03.2018 |
31.03.2019 |
31.03.2018 |
|
Total Income |
1,41,059.60 |
1,27,859.88 |
1,41,479.37 |
1,30,694.43 |
Profit before Depreciation & Finance Costs |
11,307.32 |
9,725.15 |
11,105.14 |
9,994.54 |
Less : Depreciation |
2,055.50 |
2,354.61 |
2,055.50 |
2,354.61 |
: Finance Costs |
761.57 |
1,259.18 |
763.20 |
1,258.18 |
Profit before Tax |
8,490.25 |
6,111.36 |
8,286.44 |
6,380.75 |
Tax Expense |
2,069.87 |
1,043.05 |
2,100.69 |
1,074.67 |
Profit for the year |
6,420.38 |
5,068.31 |
6,185.75 |
5,306.08 |
Other comprehensive income for the year, net of tax |
(35.95) |
129.40 |
(45.26) |
129.40 |
Total comprehensive income for the year, net of tax |
6,384.43 |
5,197.71 |
6,140.49 |
5,435.48 |
Add: Balance in Profit & Loss Account |
26,840.21 |
21,828.51 |
27,011.04 |
21,740.72 |
Minority share |
- |
- |
- |
20.85 |
Profit Available for Appropriation |
33,224.64 |
27,026.22 |
33,151.53 |
27,197.05 |
Appropriations: |
||||
Dividend |
1,015.70 |
154.55 |
1,015.70 |
154.55 |
Tax on Dividend |
208.78 |
31.46 |
208.78 |
31.46 |
Closing Balance |
32,000.15 |
26,840.21 |
31,927.05 |
27,011.04 |
DIVIDEND
The Board of Directors have recommended a dividend of 75% i.e. Rs. 7.50/- per equity share of Rs. 10/- each for the financial year ended 31st March, 2019 subject to the approval of the Members. The total outgo on account of dividend including tax on dividend will be Rs. 1,413.79 lakhs as against Rs. 1,224.48 lakhs for the previous financial year.
PERFORMANCE REVIEW
The Company has achieved a Total Income of Rs. 1,411 crores. The Highlights of the Companyâs standalone performance are as under:
1. Revenue during the year at Rs. 1410.60 crores was higher by 10.3% as compared with Rs. 1278.59 crores in the previous year. Top line in building products segment recorded a increase of 10.6% whereas in the steel building segment the same recorded a increase of 10.3%.
2. Production volume in the two business segments were as follows:
a. In building products segment the production at 8,61,650 MT was higher by 13.84% over 7,56,894 MT in the previous year.
b. In steel buildings segment the production at 52,338 MT was lower by 1.31% over 53,032 MT in the previous year.
3. Operating Profit (EBIDTA) at Rs. 113.07 crores was higher by 14.3% over Rs. 98.90 crores in the previous year.
4. Profit before Tax by Rs. 84.90 crores was higher by 38.9% as compared to Rs. 61.11 crores in the previous year.
5. Cash profit was Rs. 85.26 crores as compared to Rs. 70.88 crores in the previous year.
The consolidated revenue of the Company for the year ended 31st March, 2019 was Rs. 1414.79 crores higher by 8.3% from Rs. 1306.94 crores in the previous year. The consolidated operating profits at Rs. 111.05 crores as compared to Rs. 99.95 crores in the previous year. Profit after tax was at Rs. 61.86 crores as against Rs. 53.06 crores in the previous year.
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 Rs. 15,62,61,600 to Rs. 15,63,63,400 on account of allotment of shares to the employees of the Company under Employees Stock Option Schemes.
DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended 31st March, 2019, 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 at 31st March, 2019 and of the profit of the Company for the year ended on that date;
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 (âActâ) 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 âgoing concernâ 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 the Act, Mr. Manish Sanghi, Managing Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.
Mr. M.L. Gupta was appointed as Independent Director on the Board of the Company pursuant to the provisions of section 149 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 for a period from April 29, 2016 to September 30, 2019. The Nomination and Remuneration Committee of the Board, on the basis of the report of performance evaluation of Mr. M L Gupta, which was satisfactory, has recommended the re-appointment of Mr. M.L. Gupta as an Independent Director for a second term of five (5) years on the Board of the Company with effect from October 1, 2019 upto September 30, 2024.
The Board is of the view that the continued association of Mr. M.L. Gupta would benefit the Company, given his knowledge, experience, performance and contribution to Board processes. Mr. M.L. Gupta is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director. The Company has also received declaration from Mr. M.L. Gupta that he meets the criteria of Independence prescribed under Section 149 of the Act read with the Rules and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). The Company has received necessary candidature notice under Section 160 of Act with respect to Mr. M.L. Gupta. In the opinion of the Board, Mr. M.L. Gupta fulfills the conditions specified in the Act, the rules made thereunder and the Listing Regulations for re-appointment as Independent Director and that he is independent of the management of the Company. The resolution pertaining to re-appointment of Mr. M.L. Gupta as Independent Director is set out in Item no. 5 of the Notice of the 86th Annual General Meeting.
During the Year, members of the Company in the 85th Annual General Meeting have fixed the remuneration to be paid to Mr. Y Srinivasa Rao, Executive Director of the Company for the remaining period of his current term as Executive Director of the Company by passing a Special Resolution. During the Year, Mr. Nikhil Dujari had resigned from the position of Chief Financial Officer (CFO) of the Company w.e.f August 1, 2018 and re-joined the Company as CFO on September 3, 2018.
The Board of Directors (âBoardâ) has, on the recommendation of Nomination & Remuneration Committee (âNRCâ) and in accordance with provisions of the Act and Listing Regulations, appointed Mr. Rajendra Chitale and Mr. Alok Nanda as Additional Independent Directors, for a tenure of 5 years on January 23, 2019, subject to the approval of members at the forthcoming 86th Annual General Meeting (âAGMâ) of the Company. They shall hold office as Additional Directors upto the date of the AGM and are eligible for appointment as Directors. The resolutions pertaining to appointment of Mr. Rajendra Chitale and Mr. Alok Nanda as Directors & Independent Directors are set out in Item no. 6 and 7 of the Notice of the AGM respectively.
During the Year, Falak Investment Private Limited (âFalakâ), promoter of the Company holding 73,83,470 equity shares aggregating to 47.22% of the Companyâs paid up equity share capital, had sent to the Company a Special Notice and Requisition dated January 14, 2019 for convening an Extraordinary General Meeting for passing Ordinary Resolution for removal of Mr. A V Somani as Director of the Company. The Company had also received a notice dated January 14, 2019 from Falak under Section 160 of the Companies Act, 2013, stating its intention to propose the candidature of Mr. Narotam Sekhsaria and Ms. Padmini Somani for the office of Non-Executive Directors of the Company, along with the deposit as prescribed under the Act. Based on the requisition of Falak, the members of the Company at the Extraordinary General Meeting of the Company held on February 26, 2019 voted for removal of Mr. A V Somani as a Director of the Company and appointed Mr. Narotam Sekhsaria and Ms. Padmini Somani as Non-executive Directors of the Company. Mr. A V Somani ceased to be a Director of the Company with effect from February 26, 2019.
Mr. Amitabh Das Mundhra completed his term of five years as an Independent Director of the Company on March 31, 2019 and consequently, ceased to be Director of the Company w.e.f April 1, 2019.
Mr. B L Taparia and Mrs. Bhavna Doshi have been re-appointed as Independent Directors of the Company for the second term of the five (5) years by the members of the Company by way of Special Resolution passed on March 30, 2019 through Postal Ballot on the recommendation of the Nomination & Remuneration Committee and the Board of the Company. The Board was of the view that the continued association of Mr. B L Taparia and Mrs. Bhavna Doshi would benefit the Company, given their knowledge, experience, performance and contribution to Board processes.
Mr. Manish Sanghi was re-appointed by the members of the Company as Managing Director of the Company for a period of five (5) years w.e.f. October 1, 2016 to September 30, 2021 at the 83rd Annual General Meeting of the Company. Subsequently, in order to comply with the conditions specified in the amended schedule V of the Companies Act, 2013 for availing the enhanced limits of remuneration for managerial personnel as per the schedule V, the Board in its meeting held on January 25, 2017 approved the change in the period of remuneration to be paid to Mr. Sanghi from five (5) years to three (3) years w.e.f. October 1, 2016. Such change in period of payment of remuneration was also approved by the members of the Company on March 8, 2017 by way of Special Resolution through Postal Ballot. Consequently, it was also decided that the Company would seek fresh approval from the members of the Company for payment of remuneration to Mr. Sanghi on the expiry of said 3 years for the remaining period of his tenure as per the Special Resolution passed at 83rd Annual General Meeting. Mr. Sanghiâs period of three (3) years for which remuneration was approved by the members will be completed on September 30, 2019 and the Board in its meeting held on May 1, 2019 on the recommendation of Nomination & Remuneration Committee fixed the remuneration of Mr. Sanghi for the period from April 1, 2019 to September 30, 2021 as Managing Director of the Company subject to approval of members of the Company in the AGM. The resolution pertaining to fixation of remuneration of Mr. Sanghi is set out in Item no. 4 of the Notice of the AGM.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
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 Boardâs 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 Chairman, Board as a whole and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES
The Company has one subsidiary in India viz. Everest Building Solutions Limited. This Company is engaged mainly in rendering of erection and other related services to its customers. The subsidiary had a turnover of Rs. 267.62 Lakhs and incurred a Loss of Rs. 189.66 lakhs during the financial year 2018-19. The Board of the Company has approved the scheme of merger with Everest Building Solutions Limited in the Board meeting held on May 1, 2019 which is subject to necessary statutory and regulatory approvals including the approval of the National Company Law Tribunal.
The Company also has a subsidiary in Mauritius viz. Everest Building Products. This Company operates as a holding company for its subsidiaries in the UAE. During the Year, the subsidiary earned an interest income of Rs. 0.03 lakhs and a net loss of Rs. 189.10 lakhs mainly arising on account of impairment of investment.
The Mauritius subsidiary has a subsidiary, Everestind FZE incorporated in UAE. Everestind FZE is a legal entity involved in the trading of Companyâs products in the middle east and foreign markets. During the Year, entity earned a turnover of Rs. 2132.94 lakhs and a net loss of Rs. 2.76 lakhs out of trading of Companyâs 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 Boardâs Report as ANNEXURE-1. During the financial year 2018- 19, no Company has become or ceased to be a subsidiary or Joint Venture or Associate of the Company.
DEPOSITS
Your 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 the date of the Balance Sheet.
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 (âSEBIâ). 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 Companies Act, 2013. Therefore, disclosure in Form AOC-2 is not required. The Policy on materiality of related party transactions and dealing with related party transactions is available on the Companyâs website at the link http://www.everestind.com/uploads/Files/161invuf_ Related-Party.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the requirements of Section 135 of Act, your Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report.
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companyâs website at the link http://www.everestind. com/uploads/Files/194invuf_CSR-Policy_Final.pdf. The Company has identified five focus areas of engagement which are as under:
- Capacity building, skill development, training and employment generation.
- Promotion of education, art, culture and sports.
- Preventive health care and Sanitation
- Environmental Sustainability
- Eradicating Hunger & Poverty
The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act. During the Year, the Company has spent Rs. 84.71 lakhs on CSR activities. The financial data pertaining to the Companyâs CSR activities for the financial year 2018-19 is attached in the prescribed format in ANNEXURE-2 to the Boardâs Report. The Company is undertaking the CSR activities through its trust âEverest Foundationâ.
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT
The Managementâs Discussion and Analysis Report for the Year under review, as stipulated under regulation 34(2)(e) of Listing Regulations is presented in a separate section forming part of the Annual Report.
EMPLOYEESâ STOCK OPTION SCHEME
The Nomination and Remuneration Committee of the Board of the Company, inter alia, administers and monitors the Employeesâ Stock Option Schemes of the Company in accordance with the applicable SEBI Regulations.
The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2019 with regard to the Employeesâ Stock Option Schemes (ESOS) are provided in ANNEXURE - 3 in the Boardâs Report.
The Company has received certificates from the Statutory Auditors of the Company that the Schemes have been implemented in accordance with the applicable SEBI Regulations and as per the special resolutions passed by the members in the Annual General Meetings. The certificates shall be placed at the 86th Annual General Meeting for inspection by the members.
STATUTORY AUDITORS
M/s S.R. Batliboi & Co. LLP, Chartered Accountants has been appointed as Statutory Auditors of the Company in the 83rd Annual General Meeting for a period of 5 years subject to ratification by the members at every annual general meeting. Pursuant to the amendment to section 139 of the Act effective from 7th May, 2018, ratification by members every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of forthcoming 86th Annual General Meeting does not include the proposal for seeking members approval for ratification of Statutory Auditorsâ appointment.
AUDITORSâ REPORT
There are no qualifications, reservations or adverse remarks made by M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company, in their report for the financial year ended March 31, 2019. 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 cost records.
The Board of Directors on the recommendation of Audit Committee has appointed M/s Chandra Wadhwa & Co., Cost Accountants as Cost Auditor to audit the cost records of the Company for the financial year 2019-20. As required under the Act, a resolution seeking membersâ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming 86th Annual General Meeting.
SECRETARIAL AUDITOR AND SECRETARIAL STANDARDS
The Board has appointed M/s TVA & Co. LLP, Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2018-19 as required under Section 204 of the Act and the rules made thereunder. The Secretarial Audit Report for the financial year 2018-19 is attached as ANNEXURE - 4 to the Boardâs 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, 2019 comprises of Mr. B L Taparia (Chairman), Mr. M L Gupta (Member), and Mrs. Bhavna Doshi (Member). Mr. Rajendra Chitale has been appointed as Member of the Audit Committee w.e.f. April 10, 2019. For details, please refer to Corporate Governance Report attached to this report. The Board has accepted all the recommendation made by the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board, as on March 31, 2019, comprises of Mr. M L Gupta (Chairman), Mr. Amitabh Das Mundhra (Member) and Mr. B L Taparia (Member), Mrs. Bhavna Doshi (Member). Ms. Padmini Somani has been appointed as Member of the Nomination & Remuneration Committee w.e.f. April 10, 2019. Mr. Amitabh Das Mundhra ceased to be Member of Nomination and Remuneration Committee w.e.f April 1, 2019 on expiry of his term as Independent Director of the Company. 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. A copy of Nomination, Remuneration and Board Diversity Policy is attached as ANNEXURE - 5 to the Boardâs Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board has laid out the Companyâs policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the Committee.
The CSR Committee of the Board, as on March 31, 2019, comprises of Ms. Padmini Somani (Chairperson), Mr. M L Gupta (Member), Mr. Alok Nanda (Member), Mr. Manish Sanghi (Member) and Mr. Y Srinivasa Rao (Member). For details, please refer to Corporate Governance Report attached to this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee reviews and ensures redressal of investor grievances. For details, please refer to Corporate Governance Report attached to this report.
The Stakeholders Relationship Committee of the Board, as on March 31, 2019, comprises of Mr. M L Gupta (Chairman), Mr. Manish Sanghi (Member) and Mr. Y Srinivasa Rao (Member).
VIGIL MECHANISM 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 and customers 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 Chairman of the Audit Committee. Pursuant thereto, a dedicated helpline âEthics Helplineâ has been set-up which is managed by an independent professional organization.
The Vigil Mechanism Policy may be accessed on the Companyâs website at the link http://www.everestind.com/uploads/Files/163invuf_ VigilMechanisimPolicy.pdf
RISK MANAGEMENT
The Company has Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Internal Auditor of the Company prepares quarterly risk analysis reports which are reviewed and discussed in the Audit Committee Meetings.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. During the Year, such controls were tested and no reportable material weakness in the design or operation were observed.
NUMBER OF MEETINGS OF THE BOARD
The Board met seven (7) times during the financial year 2018-19, 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 Companies Act, 2013 are disclosed in the Note No. 2.04 to the Standalone Financial Statement. The Company has neither given any loans nor provided any security or fresh guarantee under Section 186 of the Act during the financial year 2018-19.
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 Boardâs Report.
EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and rules framed thereunder, the Extract of the Annual Return for financial year 2018 - 19 is given in ANNEXURE - 7 in the prescribed Form No. MGT-9, which is a part of this report. The complete Annual Return is available on the Companyâs website http://www.everestind.com/disclosures-under-statutory-enactments
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 - 8 to the Boardâs 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 - 9 to the Boardâs Report.
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 save and except ESOS referred to in this Report.
3. Neither the Managing Director nor the Whole-time Directors of the Company 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 financial year under review.
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 attract best external talent and promote internal talent to higher roles and responsibilities. Everestâs 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 Companyâs 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 Companyâs motivated team members from all Zones, Works and Offices.
For and on behalf of the Board
Manish Sanghi M L Gupta
Managing Director Director
Mumbai, 1st May 2019
Mar 31, 2018
The Directors are pleased to present the Eighty-Fifth Annual Report together with the Audited Financial Statements for the financial year (''year'') ended 31st March, 2018.
(Rs. In Lakhs)
Particulars |
Financial Year ended |
|||
Standalone |
Consolidated |
|||
31.03.2018 |
31.03.2017 |
31.03.2018 |
31.03.2017 |
|
Net Revenue from operations & Other Income |
127,859.88 |
123,716.67 |
130,694.43 |
124,977.12 |
Profit before Depreciation & Finance Costs |
9,725.15 |
5160.48 |
9,994.54 |
5,074.49 |
Less : Depreciation |
2,354.61 |
2545.80 |
2,354.61 |
2,545.80 |
: Finance Costs |
1,259.18 |
2082.80 |
1,259.18 |
2,082.80 |
Profit before Tax |
6,111.36 |
531.88 |
6,380.75 |
445.89 |
Tax Expense |
1,043.05 |
132.89 |
1,074.67 |
144.00 |
Profit for the year |
5,068.31 |
398.99 |
5,306.08 |
301.89 |
Other comprehensive income for the year (net of tax) |
129.40 |
(17.75) |
129.4 |
(17.75) |
Total comprehensive income for the year (net of tax) |
5,197.71 |
381.24 |
5,435.48 |
284.14 |
Add: Balance in Profit & Loss Account Add: Minority share |
21,828.51 |
22373.35 |
21,740.71 20.86 |
22,311.46 71.19 |
Profit Available for Appropriation Appropriations: |
27,026.22 |
22754.59 |
27,197.05 |
22,666.79 |
Dividend |
154.55 |
769.44 |
154.55 |
769.44 |
Tax on Dividend |
31.46 |
156.64 |
31.46 |
156.64 |
Closing Balance |
26,840.21 |
21,828.51 |
27,011.04 |
21,740.71 |
The Board of Directors have recommended a dividend of 65% i.e. Rs. 6.50/- per equity share of Rs. 10/- each for the Financial Year ended 31st March, 2018 subject to the approval of the members. The total outgo on account of dividend including tax on dividend will be Rs. 1,222.45 lakhs as against Rs. 186.01 lakhs for the previous financial year.
The Company has achieved a turnover of Rs. 1,244 crores. The Highlights of the Company''s standalone performance are as under:
1. Revenue from operations (net of excise duty) during the year at Rs. 1,24,485.16 Lakhs was higher by 8.49% as compared with Rs. 1,14,745.07 Lakhs in the previous year. Top line in building products segment recorded a increase of 10.71% whereas in the steel building segment the same recorded a increase of 5.30%.
2. Production volume in the two business segments were as follows:
a. In building products segment the production at 7,56,894 MT was higher by 14.27% over 6,62,463 MT in the previous year.
b. In steel buildings segment the production at 53032 MT was higher by 12.45% over 47161 MT in the previous year.
3. Operating Profit (EBIDTA) at Rs. 9,153.99 Lakhs was higher by 115.41% over Rs. 4,249.56 Lakhs in the previous year.
4. Profit before Tax at Rs. 6111.36 Lakhs was higher by 1049% as against Rs. 531.88 Lakhs in the previous year.
5. Cash profit was Rs. 7,087.99 Lakhs as compared to Rs. 2,976.74 Lakhs in the previous year.
The consolidated revenue from operations (net of excise duty) of the Company for the year ended 31st March, 2018 was Rs. 1,27,051.66 Lakhs higher by 9.52% from Rs. 1,16,003.46 Lakhs in the previous year. The consolidated operating profits before other income and depreciation at Rs. 7,731.15 Lakhs as compared to Rs. 2,078.71 Lakhs in the previous year. Profit after tax was at Rs. 5,308.08 Lakhs as against Rs. 301.89 Lakhs in the previous year.
The Company proposes to retain the entire amount of profit in the
Profit and Loss account.
Your Directors state that:
a. in the preparation of the annual accounts for the year ended 31st March, 2018, 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 at 31st March, 2018 and of the profit of the Company for the year ended on that date;
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 (''Act'') 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.
In accordance with the provisions of the Act, Mr. Y. Srinivasa Rao, Executive Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.
Mr. Y Srinivasa Rao has been re-appointed by the Members of the Company as Whole Time Director designated as Executive Director of the Company for a period of five (5) years w.e.f. April 23, 2015 to April 22, 2020 at the 82nd Annual General Meeting of the Company held on August 26, 2015. Subsequently, in order to comply with the conditions specified in the amended schedule V of the Companies Act, 2013 for availing the enhanced limits of remuneration for managerial personnel as per the schedule V, the Board in its meeting held on January 25, 2017 approved the change in the period of remuneration to be paid to Mr. Rao from five (5) years to three (3) years w.e.f. April 23, 2015. Such change in period of payment of remuneration was also approved by the Members of the Company on March 8, 2017 by way of Special Resolution through Postal Ballot. Consequently, it was also decided that the Company would seek fresh approval from the members of the Company for payment of remuneration to Mr. Rao on the expiry of said 3 years for the remaining period of his tenure as per the Special Resolution passed at 82nd Annual General Meeting. Mr. Rao''s period of three (3) years for which remuneration was approved by the shareholders has been completed and the Board in its meeting held on May 1, 2018 on the recommendation of Nomination & Remuneration Committee fixed the remuneration of Mr. Rao for the remaining period of his tenure as Whole Time Director designated as Executive Director which is subject to approval of Members of the Company. The resolution pertaining to fixation of remuneration of Mr. Rao is set out in Item no. 5 of the Notice of the forthcoming Annual General Meeting.
A brief resume, nature of expertise, details of other directorships and other information of Mr. Y. Srinivasa Rao, Executive Director as stipulated in Secretarial Standard 2 issued by Institute of Company Secretaries of India and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an annexure to the notice of the ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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 Chairman, Board as a whole and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
The Company has one subsidiary in India viz. Everest Building Solutions Limited. This Company is engaged mainly in rendering of erection and other related services to its customers. The subsidiary had a turnover of Rs. 2424 Lakhs and earned a profit of Rs. 73 lakhs during the financial year 2017-18.
The Company also has a Subsidiary in Mauritius viz. Everest Building Products. This Company operates as a holding company for its subsidiaries in the UAE. During the year, the subsidiary had a net loss of Rs. 999 lakhs mainly arising on account of certain write offs.
The Mauritius subsidiary had two subsidiaries viz. Everestind FZE and Everest Building Products LLC, both incorporated in UAE out of which Everest Building Products LLC ceased to be subsidiary w.e.f 27th November, 2017 as the same has been de-registered under the laws of UAE in line with decision of the Company in this regard. Consequently, Everest Building Products LLC ceased to be subsidiary of the Company from the date of its de-registration. Everestind FZE is a legal entity involved in the trading of Company''s products in the middle east and foreign markets. This entity had a turnover of Rs. 1688 lakhs and a net loss of Rs. 146 lakhs mainly on account of certain write offs.
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 2017- 18, no Company has become or ceased to be a Joint Venture or Associate of the Company.
Your 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 the date of the Balance Sheet.
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 Certificate from M/s. TVA & Co., LLP, Company Secretaries on compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is provided as part of this Annual Report.
During the year, the Company has not entered into any contract/ arrangement with a related party as specified under section 188 of the Companies Act, 2013. Therefore, disclosure in Form AOC-2 is not required. The Policy on materiality of related party transactions and dealing with related party transactions is available on the Company''s website at the link: http://www.everestind.com/uploads/ Files/161 invuf_Related-Party.pdf
In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report.
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: http://www.everestind. com/uploads/Files/194invuf_CSR-Policy_Final.pdf. The Company has identified five focus areas of engagement which are as under:
- Capacity building, skill development, training and employment generation
- Promotion of education, art, culture and sports
- Preventive health care and Sanitation
- Environmental Sustainability
- Eradicating Hunger & Poverty
The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act. During the year, the Company has spent Rs. 71.34 lakhs on CSR activities. The financial data pertaining to the Company''s CSR activities for the Financial Year 2017-18 is attached in the prescribed format in ANNEXURE - 2 to the Board''s Report. The Company is undertaking the CSR activities through its trust ''Everest Foundation''.
The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.
The Nomination and Remuneration Committee of the Board of Directors 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 Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2018 with regard to the Employees'' Stock Option Schemes (ESOS) are provided in ANNEXURE - 3 to the Board''s Report.
The Company has received certificates from the Statutory Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Regulations and as per the special resolutions passed by the members in the Annual General Meeting. The certificates shall be placed at the Annual General Meeting for inspection by the members.
M/s S.R. Batliboi & Co. LLP, Chartered Accountants has been appointed as Statutory Auditors of the Company in the 83rd Annual General Meeting for a period of 5 years subject to ratification by the Members at every annual general meeting.
In terms of provisions of Section 139 of the Companies Act, 2013, it is proposed to ratify the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of 88th Annual General Meeting of the Company. Members are requested to ratify the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company as set out in the Notice convening the forthcoming Annual General Meeting.
There are no qualifications, reservations or adverse remarks made by M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company, in their report for the financial year ended March 31, 2018. 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 Companies Act, 2013 during the year under review.
As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records.
The Board of Directors on the recommendation of Audit Committee has appointed M/s. Chandra Wadhwa & Co., Cost Accountants as Cost Auditor to audit the cost records of the Company for the financial year 2018-19. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming Annual General Meeting.
The Board has appointed M/s TVA & Co. LLP, Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2017-18 as required under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report for the financial year 2017-18 is attached as ANNEXURE - 4 to the Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Audit Committee of the Board comprises of Mr. B.L. Taparia (Chairman), Mr. M.L. Gupta (Member), and Mrs. Bhavna G Doshi (Member). For details, please refer to Corporate Governance Report attached to this report. The Board has accepted all the recommendation made by the Audit Committee.
The Nomination and Remuneration Committee of the Board comprises of Mr. M.L. Gupta (Chairman), Mr. Amitabh Das Mundhra (Member) and Mr. B.L. Taparia (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. A copy of Nomination, Remuneration and Board Diversity Policy is attached as ANNEXURE - 5 to the Board''s Report.
The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the Committee.
The CSR Committee of the Board comprises of Mr. A.V. Somani (Chairman), Mr. M.L. Gupta (Member), Mr. Manish Sanghi (Member) and Mr. Y. Srinivasa Rao (Member). For details, please refer to Corporate Governance Report attached to this report.
The Committee reviews and ensures redressal of investor grievances. For details, please refer to Corporate Governance Report attached to this report.
The Stakeholders Relationship Committee of the Board comprises of Mr. M.L. Gupta (Chairman), Mr. A.V. Somani (Member) and Mr. Manish Sanghi (Member).
Pursuant to Section 177 of the Companies Act, 2013 and rules made thereunder and the Listing Regulations, the Company has in place a mechanism for Directors, employees, vendors and customers 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 Chairman of 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: http://www.everestind.com/uploads/Files/163invuf_ VigilMechanisimPolicy.pdf.
The Company has Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Internal Auditor of the Company prepares quarterly risk analysis reports which are reviewed and discussed in the Audit Committee Meetings.
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
The Board met five times during the financial year 2017-18, 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 by the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
The details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Note No. 2.04 to the Standalone Financial Statement. The Company has neither given any loans nor provided any security or fresh guarantee under Section 186 of the Act during the Financial Year 2017-18.
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.
In accordance with Section 134(3)(a) of the Companies Act, 2013, Extract of Annual Return in the prescribed format is attached as ANNEXURE - 7 to the Board''s Report.
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 - 8 to 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 the ANNEXURE - 9 to the Board''s Report.
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 save and except ESOS referred to in this Report.
3. Neither the Managing Director nor the Whole-time Directors of the Company 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 financial year under review.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has continuously adopted structures that help 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.
During the year, the industrial relations at all the works of the Company were cordial.
During the year under review, the Company has complied with the provisions of the SS - 1 (Secretarial Standard on meeting of the Board of Directors) & SS - 2 (Secretarial Standard on General Meeting) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 of the Act.
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
Manish Sanghi Y Srinivasa Rao
Managing Director Executive Director
Mumbai, 1st May 2018
Mar 31, 2017
The Directors are pleased to present the Eighty-Fourth Annual Report together with the Audited Financial Statements for the financial year (''year'') ended 31st March, 2017.
FINANCIAL RESULTS
(Rs. In Lakhs)
Particulars |
Financial Year ended |
|||
|
Standalone |
Consolidated |
||
|
31.03.2017 |
31.03.2016 |
31.03.2017 |
31.03.2016 |
Net Revenue from operations & Other Income |
115,537.64 |
131,335.63 |
116,796.04 |
131,337.34 |
Profit before Depreciation & Finance Costs |
4,622.83 |
9,981.74 |
4,536.74 |
9,995.67 |
Less: Depreciation |
2,488.36 |
2,562.70 |
2,513.60 |
2,562.70 |
- Finance Costs |
1,889.53 |
2,284.47 |
1,889.53 |
2,284.49 |
Profit before Tax |
244.84 |
5,134.56 |
134.00 |
5,048.48 |
Tax Expense |
(1.20) |
1,603.92 |
9.91 |
1,604.35 |
Profit for the year |
246.04 |
3,530.64 |
123.70 |
3,444.13 |
Add: Balance in Profit & Loss Account |
22,694.79 |
20,455.69 |
22,597.75 |
20,445.16 |
Add: Minority Interest |
- |
- |
71.19 |
- |
Profit Available for Appropriation |
22,940.83 |
23,986.33 |
22,792.64 |
23,889.29 |
Appropriations: |
|
|
|
|
General Reserve |
- |
360.00 |
- |
360.00 |
Dividend |
- |
771.67 |
- |
771.67 |
Tax on Dividend |
- |
159.87 |
- |
159.87 |
Closing Balance |
22,940.83 |
22,694.79 |
22,792.64 |
22,597.75 |
DIVIDEND
The Board of Directors have recommended a dividend of 10% i.e. Rs. 1/- per equity share of Rs. 10/- each for the Financial Year ended 31st March, 2017 subject to the approval of the members. The total outgo on account of dividend including tax on dividend will be Rs. 185.63 lakhs as against Rs. 931.54 lakhs for the previous financial year.
PERFORMANCE REVIEW
The Indian economy has performed creditably compared to most developed and emerging markets of the world in the past year. The macroeconomic condition is stable and consumer price inflation is well under control. Even as the economy has made progress, the impact of demonetisation was felt during the months of November ''2016 to February ''2017 on demand. Under these constraints, the Company achieved a turnover of Rs. 1155 crores. The Highlights of the Company''s standalone performance are as under:
1. Revenue from operations during the year at Rs. 1,15,537.64 lakhs was lower by 12.03% as compared with Rs. 1,31,335.63 lakhs in the previous year. Top line in building products segment recorded a decrease of 11.32% whereas the steel building segment recorded a decrease of 13.25%.
2. Production volume in the two business segments were as follows:
a. In building products segment the production at 6,62,463 MT was lower by 6.62% as compared to 7,09,433 MT in the previous year.
b. In steel buildings segment the production at 47,161 MT was lower by 0.39% as compared to 47,347 MT in the previous year.
3. Operating Profit (EBIDTA) at Rs. 3,716.77 lakhs was lower by 57.24% as compared to Rs. 8,691.35 lakhs in the previous year.
4. Profit before Tax decreased by 95.23% to Rs.244.84 lakhs as compared to Rs. 5,134.56 lakhs in the previous year.
5. Cash profit was Rs.2,632.26 lakhs as compared to Rs. 6,368.56 lakhs in the previous year.
6. The consolidated revenue from operations of the Company for the year ended 31st March, 2017 was Rs. 1,16,796.04 lakhs lower by 11.07% as compared to Rs. 1,31,337.34 lakhs in the previous year.
The consolidated operating profits before other income and depreciation was Rs.1,739.18 lakhs as compared to Rs.6,318.32 lakhs in the previous year. Profit after tax was Rs.123.70 lakhs as against Rs. 3,444.13 lakhs in the previous year.
TRANSFER TO RESERVES
The Company proposes to retain the entire amount of profit in the Profit and Loss account.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors state that:
a. in the preparation of the annual accounts for the year ended 31st March, 2017, 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 at 31st March, 2017 and of the profit of the Company for the year ended on that date;
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 (''Act'') 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 the Act, Mr Aditya Vikram Somani, Chairman, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.
A brief resume, nature of expertise, details of other directorships and other information of Mr Aditya Vikram Somani, Chairman as stipulated in Secretarial Standard 2 and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an annexure to the notice of the ensuing Annual General Meeting.
During the year under review, the Board, on the recommendation of Nomination and Remuneration Committee, in its meeting held on 29th April, 2016 approved the appointment of Mr M L Gupta as Independent Director of the Company w.e.f. 29th April, 2016 to 30th September, 2019 which was duly approved by the members at the 83rd Annual General Meeting of the Company. Mr Madan Lal Narula resigned from the directorship of the Company w.e.f. 30th January, 2017 as his tenure as Independent Director as per the Company''s policy ended on 29th January, 2017. The Board places on record its appreciation for the invaluable contribution and guidance provided by Mr Madan Lal Narula during his tenure as director of the Company.
The Board in its meeting held on 25th January, 2017 approved the change in the period for which remuneration to be paid to Mr Y Srinivasa Rao, Whole time Director designated as Executive Director, Mr Aditya Vikram Somani, Whole time Director designated as Chairman and Mr Manish Sanghi, Managing Director of the Company from 5 (five) years to 3 (three) years with effect from 23rd April, 2015, 21st June, 2016 and 1st October, 2016 respectively to comply with the provisions of schedule V of the Companies Act, 2013 which was approved by the members of the Company on 8th March, 2017 by way of special resolution through Postal Ballot.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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 Chairman, Board as a whole and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
SUBSIDIARIES
The Company has one subsidiary in India viz. Everest Building Solutions Limited. This Company is engaged mainly in rendering of erection and other related services to its customers. The subsidiary had a turnover of Rs. 1173.49 Lakhs and earned a Profit of Rs. 24.92 lakhs before tax during the financial year 2016-17.
The Company also has a Subsidiary in Mauritius viz. Everest Building Products. This Company operates as a holding company for its subsidiaries in the UAE. During the year, the subsidiary earned an interest income of Rs. 35.37 lakhs and a net profit of Rs. 20.64 lakhs mainly arising on account of interest on loans given.
The Mauritius subsidiary has two subsidiaries viz. Everest ind FZE and Everest Building Products LLC, both incorporated in UAE. Everest ind FZE is a legal entity involved in the trading of Company''s products in the middle east and foreign markets. This entity earned a turnover of Rs. 1149.33 lakhs and a net profit of Rs. 79.86 lakhs out of trading of Company''s products and Interest on Loans during the year under review.
Everest Building Products LLC is currently setting up a project to manufacture fibre cement boards in the Middle East. The current market conditions prompted the management to put the project on hold and accordingly, the expenditure on the preoperative stage to the extent of the deferral of the project has been charged to the profit and loss account. The entity has in the meantime invested surplus funds in deposits to earn an income of Rs. 0.49 lakhs and according the net loss for the financial year under review was Rs. 198.73 lakhs.
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 2016-17, no Company has become or ceased to be a Joint Venture or Associate of the Company.
DEPOSITS
Your 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 the date of the Balance Sheet.
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 Certificate from M/s TVA & Co., LLP, Company Secretaries on compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 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 Companies Act, 2013. Therefore, disclosure in Form AOC-2 is not required. The Policy on materiality of related party transactions and dealing with related party transactions is available on the Company''s website at the link: http://www.everestind.com/about-us/share-holderinformation.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report.
The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: http://www.everestind.com/corporate-social-responsibility. The Company has identified five focus areas of engagement which are as under:
- Capacity building, skill development, training and employment generation.
- Promotion of education, art, culture and sports.
- Preventive health care and Sanitation
- Environmental Sustainability
- Eradicating Hunger & Poverty
The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act. During the year, the Company has spent Rs. 79.80 lakhs on CSR activities. The financial data pertaining to the Company''s CSR activities for the Financial Year 2016-17 is attached in the prescribed format in ANNEXURE - 2 to the Board''s Report. The Company is undertaking the CSR activities through its trust ''Everest Foundation''.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.
EMPLOYEES'' STOCK OPTION SCHEME
The Nomination and Remuneration Committee of the Board of Directors 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 Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2017 with regard to the Employees'' Stock Option Schemes (ESOS) are provided in ANNEXURE - 3 to the Board''s Report.
The Company has received certificates from the Statutory Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Regulations and as per the special resolutions passed by the members in the Annual General Meeting. The certificates shall be placed at the Annual General Meeting for inspection by the members.
STATUTORY AUDITORS
During the year, the Board in its meeting held on 29th April, 2016, based on the recommendation of Audit Committee, recommended the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company in the 83rd Annual General Meeting and the members appointed M/s S.R. Batliboi & Co. LLP, Chartered Accountants as Statutory Auditors of the Company in the 83rd Annual General Meeting for a period of 5 years subject to ratification by the shareholders at every Annual General Meeting.
In terms of provisions of Section 139 of the Companies Act, 2013, it is proposed to ratify the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of 88th Annual General Meeting of the Company. Members are requested to ratify the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company as set out in the Notice convening the forthcoming Annual General Meeting.
AUDITORS'' REPORT
There are no qualifications, reservations or adverse remarks made by M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company, in their report for the financial year ended 31st March, 2017. 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 Companies Act, 2013 during the year under review.
COST AUDITORS
As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records.
The Board of Directors on the recommendation of Audit Committee has appointed M/s Chandra Wadhwa & Co., Cost Accountants as Cost Auditor to audit the cost records of the Company for the financial year 2017-18. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming Annual General Meeting.
SECRETARIAL AUDITOR
The Board has appointed M/s TVA & Co. LLP, Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2016-17 as required under Section 204 of the Act and Rules made there under. The Secretarial Audit Report for the financial year 2016-17 is attached as ANNEXURE - 4 to the Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
DISCLOSURES AUDIT COMMITTEE
The Audit Committee of the Board comprises of Mr B L Taparia (Chairman), Mr M L Gupta (Member) and Mrs Bhavna G Doshi (Member). For details, please refer to Corporate Governance Report attached to this report. The Board has accepted all the recommendation made by the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board comprises of Mr M L Gupta (Chairman), Mr Amitabh Das Mundhra (Member) and Mr B L Taparia (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. A copy of Nomination, Remuneration and Board Diversity Policy is attached as ANNEXURE - 5 to the Board''s Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the Committee.
The CSR Committee of the Board comprises of Mr A V Somani (Chairman), Mr M L Gupta (Member), Mr Manish Sanghi (Member) and Mr Y Srinivasa Rao (Member). For details, please refer to Corporate Governance Report attached to this report. The CSR Policy is available on Company''s website at the link: http://www. everestind.com/corporate-social-responsibility.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee reviews and ensures redressal of investor grievances. For details, please refer to Corporate Governance Report attached to this report.
The Stakeholders Relationship Committee of the Board comprises of Mr M L Gupta (Chairman), Mr A V Somani (Member) and Mr Manish Sanghi (Member).
VIGIL MECHANISM POLICY
Pursuant to Section 177 of the Companies Act, 2013 and rules made there under and the Listing Regulations, the Company has in place a mechanism for Directors, employees, vendors and customers 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 Chairman of the Audit Committee. Pursuant thereto, a dedicated helpline "Ethics Helplineâ 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: http://www.everestind.com/about-us/share-holder-information.
RISK MANAGEMENT
The Company has Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Internal Auditor of the Company prepares quarterly risk analysis reports which are reviewed and discussed in the Audit Committee Meetings.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
NUMBER OF MEETINGS OF THE BOARD
The Board met six times during the financial year 2016-17, 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 by the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Note No. 2.09 to the Standalone Financial Statement. During the financial year 2016-17, the Company has given a guarantee to Yes Bank Limited of Rs. 10 crores on behalf of its wholly owned subsidiary Company M/s Everest Building Solutions Limited (EBSL) on account of EBSL availing working capital facility from Yes Bank Limited. The Company has not given any loans or provided any security under Section 186 of the Act during the Financial Year 2016-17.
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.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, Extract of Annual Return in the prescribed format is attached as ANNEXURE - 7 to the Board''s Report.
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 - 8 to 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 the ANNEXURE - 9 to the Board''s Report.
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. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
5. 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.
6. 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.
7. No change in the nature of the business of the Company happened during the financial year under review.
Your Directors further state that during the year under review, 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 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
Manish Sanghi Y Srinivasa Rao
Managing Director Executive Director
Mumbai, 3rd May 2017
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Eighty Second Annual Report
together with the Audited Financial Statements for the financial year
ended 31st March, 2015.
FINANCIAL RESULTS
(Rs. in lacs)
Financial year ended
particulars standalone
Net revenue from operations &
Other Income 124,095.26 104,758.85
profit before depreciation &
Finance costs 9,239.09 5,219.09
Less : depreciation 2,542.36 2,672.04
- Finance costs 1,869.47 1,256.90
profit before Tax 4,827.26 1,290.15
Tax Expense 1,406.63 375.19
Profit for the year 3,420.63 914.96
add: Balance in profit & Loss account 18,302.48 17,923.85
profit available for appropriation 21,723.11 18,838.81
Appropriations:
General reserve 350.00 91.90
dividend 764.55 379.87
tax on dividend 152.87 64.56
Closing Balance 20,455.69 18,302.48
consolidated
Net revenue from operations & 124,172.28 104,758.86
Other Income
profit before depreciation & 9,241.84 5,206.22
Finance costs
Less : depreciation 2,542.36 2,672.04
- Finance costs 1,869.47 1,256.90
profit before Tax 4,830.01 1,277.28
Tax Expense 1,407.04 375.19
Profit for the year 3,422.97 902.09
add: Balance in profit & 18,289.61 17,923.85
Loss account
profit available for 21,712.58 18,825.94
appropriation
Appropriations:
General reserve 350.00 91.90
dividend 764.55 379.87
tax on dividend 152.87 64.56
Closing Balance 20,445.16 18,289.61
DIVIDEND
the Board of directors have recommended a dividend of 50% i.e. Rs.5/-
per equity share of Rs.10/- each for the Financial year ended 31st
march, 2015 subject to approval of the shareholders. the total outgo on
account of dividend including tax on dividend will be Rs.917.42 Lacs as
against Rs.444.43 Lacs for the previous financial year.
PERFORMANCE REVIEW
Indian economy witnessed sluggish growth in the first half of 2014.
Economic growth and capital investment slowed down due to high interest
rates, inflation etc. signs of recovery started showing up in the
second half. despite the constraints, the company recorded improved
performance. the Highlights of the company's standalone performance are
as under:
1. driven by growth in both the business segments the revenue from
operations during the year at '1,23,049.54 lacs was up 18.86% as
compared with '1,03,525.16 lacs in 2013-14. Building products and
steel building segments recorded a growth of 14.27% and 31.47%
respectively in the top line.
2. production volume recorded healthy growth in both business segments.
a. In building products segment the production at 7,44,164 MT was
higher by 21.9% over 6,10,614 MT in 2013-14.
b. In steel buildings segment the production at 31,969 MT was up by
15.5% over 27,677 MT in 2013-14.
3. Operating profit (EBIDTA) at Rs.8,193.37 lacs was up by 105.6% over
'3,985.40 lacs in 2013-14
4. Improved operating performance increased profit before Tax by
274.16% to '4,827.26 lacs compared to '1,290.15 lacs in the earlier
year.
5. cash profit was '6,155.53 lacs as compared to '3,962.19 lacs in the
previous year.
The consolidated revenue from operations of the company for the year
ended 31st March, 2015 was Rs.1,23,126.43 lacs up by 18.93% from
Rs.1,03,525.16 lacs in the previous year.
The consolidated operating profits before other income and depreciation
increased by 132.97% on a year on year basis from '2,715.62 lacs in the
previous year to '6,326.52 lacs in the current year. profit after tax
was higher by 279.45% at '3,422.97 lacs as against Rs.902.09 lacs in
the previous year.
TRANSFER TO RESERVES
The company proposes to transfer Rs.350.00 lacs to the general
reserves.
NEWLY COMMISSIONED PROJECT
during the year, the company's steel Building plant at dahej, gujarat
has commenced commercial production.
NEW PROJECTS
The company is in the process of setting up of a 72,000 M.T. p.A.
Fibre cement Boards plant in uAE through its wholly owned subsidiary
company in Mauritius to cater the Middle East Markets.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended 31st
March, 2015, 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 at 31st march, 2015 and of the profit of the company
for the year ended on that date;
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 ('Act') 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 the Act, Mr. M.L. Gupta, Director,
retires by rotation at the forthcoming Annual General Meeting and being
eligible, offers himself for re-appointment. The Board of Directors
recommends his re-appointment.
The Board of Directors in their meeting held on 25th March, 2015 have
re-appointed Mr. Y. Srinivasa Rao as Whole Time Director designated as
Executive Director of the Company for a period of five years w.e.f.
23rd April, 2015 to 22nd April, 2020 subject to the approval of the
shareholders of the Company. The resolution pertaining to his
re-appointment & the remuneration payable to him is set out at item no.
5 of the Notice and relevant Explanatory Statement.
The salary of Mr. A.V. Somani, Chairman and Mr. Manish Sanghi, Managing
Director has been revised w.e.f. 1st April, 2015 as set out in item
nos. 6 & 7 of the notice respectively and relevant Explanatory
Statement. The resolutions are commended to the Members for approval.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
The Board of Directors in their meeting held on 30th July, 2014 had
fixed the term of Independent Directors to a maximum period of 9 years
on the Board of the Company. Mr. Sandeep H Junnarkar, Director of the
Company on completion of nine years on the board of the Company
resigned w.e.f. 7th November, 2014.
The Board places on record its appreciation for the invaluable
contribution and guidance provided by Mr. Sandeep H Junnarkar during
his tenure as Director of the Company.
During the year, Mr. Manish Sanghi, Managing Director, Mr. Rakesh Kumar
Gupta, Chief Financial Officer and Mr. Neeraj Kohli, Company Secretary
have been designated as Key Managerial personnel w.e.f. 1st April,
2014.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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. A structured
questionnaire was prepared after circulating the drafts forms, covering
various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was done by the
entire Board excluding the Directors being evaluated. The performance
evaluation of the Chairman, Board as a whole and the Non-Independent
Directors was carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.
During the year, the Company has conducted Familiarization Programme
for the Independent Directors. The Familiarization programme Module is
available on the Company's website at
http://www.everestind.com/about-us/board-directors
SUBSIDIARIES
The Company has three subsidiaries viz., Everest Building Products in
Mauritius, Everestind FZE in Jebel Ali Free Zone, Dubai, UAE and
Everest Building Products LLC in Ras Al Khaimah, UAE. 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.
FIXED DEPOSITS
Your Company has not invited or accepted any fixed deposits from the
public and, as such, no amount of principal or interest was outstanding
on the date of the Balance Sheet.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. A separate Report on Corporate Governance along with
Certificate from M/s. Tanuj Vohra & Associates, Practicing Company
Secretaries on compliance with the conditions of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges is provided as part of this Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Company has entered into a contract / arrangement with M/s. Simplex
Infrastructures Limited in the ordinary course of business and on arm's
length basis. As per the Policy on materiality of related party
transactions and dealing with related party transactions, the contract
with M/s Simplex Infrastructures Limited is not a material related
party transaction. Therefore, disclosure in Form AOC-2 is not required.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link:
http://www.everestind.com/about-us/share-holder- information.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company,
which has been approved by the Board. the csR policy may be accessed on
the Company's website at the link: http://www.
everestind.com/corporate-social-responsibility. the Company has
identified four focus areas of engagement which are as under:
1. Environmental sustainability
2. Employment enhancing vocational skills
3. Health, hygiene & sanitation
4. promotion of education
5. promotion of sports
the Company would also undertake other need based initiatives in
compliance with schedule vII to the Act. During the year, the Company
has spent Rs.44.50 Lacs out of Rs.110.56 lacs on CsR activities. As
the Company was in the process of setting up a frame work for
undertaking CsR activities and identifying CsR projects thus it could
not spend 2% of the average net profit of the Company. the financial
data pertaining to the Company's CsR activities for the Financial Year
2014-15 is attached in the prescribed format in Annexure -2 to the
Board's Report.
the Company has formed a trust by the name 'Everest Foundation' on 31st
March, 2015 to undertake CSR activities on behalf of the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of the Annual
Report.
EMPLOYEES' STOCK OPTION SCHEME
The Nomination and Remuneration Committee of the Board of Directors of
the Company, inter alia, administers and monitors the Employees' Stock
Option Scheme of the Company in accordance with the applicable SEBI
Guidelines.
The applicable disclosures as stipulated under the SEBI Guidelines as
on March 31,2015 with regard to the Employees' Stock Option Schemes
(ESOS) are provided in Annexure 3 to the Board's Report.
The Company has received certificates from the Statutory Auditors of
the Company that the Schemes have been implemented in accordance with
the SEBI Guidelines and the resolution passed by the members. The
certificates would be placed at the Annual General Meeting for
inspection by the members.
AUDITORS
At the Annual General Meeting held on 30th July, 2014, M/s. Deloitte
Haskins & Sells, Chartered Accountants, were appointed as Statutory
Auditors of the Company to hold office till the conclusion of the 84th
AGM, to be held in the year 2017. In terms of the first proviso to
Section 139 of the Companies Act, 2013, the appointment of the Auditors
shall be placed for ratification at every Annual General Meeting.
Accordingly, the appointment of M/s. Deloitte Haskins & Sells,
Chartered Accountants as Statutory Auditors of the Company for the
Financial Year 2015-16 is placed for ratification by the shareholders.
COST AUDITORS
As per the requirement of Central Government and pursuant to Section
148 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014 as amended from time to time, the Company has
been carrying out audit of cost records.
The Board of Directors on the recommendation of Audit Committee has
appointed M/s. Chandra Wadhwa & Co., Cost Accountants as Cost Auditor
to audit the cost records of the Company for the financial year
2015-16. As required under the Companies Act, 2013, a resolution
seeking members' approval for the remuneration payable to the Cost
Auditor forms part of the Notice convening the Annual General Meeting.
SECRETARIAL AUDITORS
The Board has appointed M/s Tanuj Vohra & Associates, Practicing
Company Secretaries to conduct the Secretarial Audit of the Company for
the financial year 2014-15 as required under Section 204 of the
Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report
for the financial year 2014-15 is attached as Annexure 4 to the Board's
Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
DISCLOSURES:
AUDIT COMMITTEE
The Audit Committee of the Board comprises of Mr. M.L. Narula
(Chairman), Mr. M.L. Gupta (Member), Mr. B.L. Taparia (Member) and Mrs.
Bhavna G Doshi (Member). For details, please refer to Corporate
Governance Report attached to this report.
NOMINATION AND REMUNERATION COMMITTEE
The Committee oversees and administers executive compensation,
operating under the policy adopted by the Board.
The Nomination and Remuneration Committee of the Board comprises of Mr.
M.L. Narula (Chairman), Mr. M.L. Gupta (Member), Mr. Amitabh Das
Mundhra (Member) and Mr. B.L. Taparia (Member). For details, please
refer to Corporate Governance Report attached to this report.
The Nomination and Remuneration Committee has framed the Nomination,
Remuneration and Board Diversity Policy. A copy of Nomination,
Remuneration and Board Diversity Policy is appended as Annexure 5 to
the Board's Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board has laid out the Company's policy on Corporate Social
Responsibility (CSR), and the CSR activities of the Company are carried
out as per the instructions of the Committee.
The CSR Committee of the Board comprises of Mr. A.V. Somani (Chairman),
Mr. M.L. Gupta (Member), Mr. M.L. Narula (Member), Mr. Manish Sanghi
(Member) and Mr. Y. Srinivasa Rao (Member). The CSR Policy is
available on Company's website at the link:
http://www.everestind.com/corporate-social-responsibility.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee reviews and ensures redressal of investor grievances. For
details, please refer to Corporate Governance Report attached to this
report.
The Stakeholders Relationship Committee of the Board comprises of Mr.
M.L. Gupta (Chairman), Mr. A.V. Somani (Member) and Mr. Manish Sanghi
(Member).
VIGIL MECHANISM POLICY
The Vigil Mechanism of the Company, which also incorporates a Whistle
Blower Policy in terms of the Listing Agreement for directors and
employees to report concerns about unethical behavior, actual or
suspected fraud. protected disclosures can be made by a whistle blower
in writing to the Ombudsman and under the said mechanism no person has
been denied direct access to the chairperson of the audit committee.
the vigil mechanism policy may be accessed on the company's website at
the link: http://www.everestind.com/about-us/share- holder-information.
RISK MANAGEMENT
During the year, directors have framed a Risk management policy to
mitigate the risks. the company manages and monitors the principal
risks and uncertainties that can impact its ability to achieve its
strategic objectives. Quarterly risk analysis reports are reviewed and
discussed in the Board meetings.
INTERNAL FINANCIAL CONTROLS
the company has in place adequate internal financial controls with
reference to financial statements. during the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
NUMBER OF MEETINGS OF THE BOARD
the Board met six times during the Financial Year 2014-15, 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 by the companies act, 2013 and Listing
agreement.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
the details of investments covered under the provisions of section 186
of the companies act, 2013 are disclosed in the Note No. 2.10 to the
standalone Financial statement. the company has not given any loans,
and guarantees under section 186 of the act during the Financial year
2014-15.
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
appended as annexure 6 to the Board's report.
EXTRACT OF ANNUAL RETURN
In accordance with section 134(3) (a) of the companies act, 2013, and
Extract of annual return in the prescribed format is appended as
annexure 7 to the Board's report.
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, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules are provided in annexure 8 to 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 the annexure 9 to the Board's report.
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. details relating to deposits covered under chapter v of the act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
company under any scheme save and except EsOs referred to in this
report.
4. neither the Managing Director nor the whole-time directors of the
company receive any remuneration or commission from any of its
subsidiaries.
5. No significant or material orders were passed by the regulators or
courts or tribunals which impact the going concern status and company's
operations in future.
your Directors further state that during the year under review, 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 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 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
Manish Sanghi Y. Srinivasa Rao
managing Director Executive Director
mumbai, 22nd april, 2015
Mar 31, 2013
To The Members of Everest Industries Limited
The Directors have pleasure in presenting the Eightieth Annual Report
together with the Audited Financial Statements for the financial year
ended 31 March, 2013.
FINANCIAL RESULTS
(Rs. in lacs)
Year ended Year ended
Particulars 31.03.2013 31.03.2012
Net Revenue from operations & 1,02,288.54 90,465.15
Other Income
Profit before Depreciation & 10,653.38 9,855.10
Finance Costs
Less : Depreciation 2,205.24 2,008.16
Finance Costs 557.99 443.75
Profit before Tax 7,890.15 7,403.19
Taxation 2,640.18 2,126.98
Profit for the year 5,249.97 5,276.21
Add: Balance in Profit & Loss 14,531.51 11,014.81
Account
Profit Available for Appropriation 19,781.48 16,291.02
Appropriations:
General Reserve 525.00 530.00
Dividend 1,139.05 1,057.89
Ta x on Distributed Profits 193.58 171.62
Closing Balance 17,923.85 14,531.51
DIVIDEND
The Board of Directors have recommended a dividend of 75% i.e. Rs. 7.50/-
per equity share of Rs. 10/- each for the Financial Year 31 March, 2013
subject to approval of the shareholders. The total outgo on account of
dividend including tax on dividend will be Rs. 1,333 Lacs as against Rs.
1,230 Lacs for the previous financial year.
PERFORMANCE REVIEW
The year 2012-13 proved to be a challenging year amidst global economic
uncertainty. In India, economic growth and capital investment slowed
down due to high interest rates, inflation and drought in some parts of
the country. Despite these constraints, the Company performed well.
Highlights of the performance are:
1. Revenue from operations increased by 14.35% to Rs. 1,014.13 Crores.
2. PBDT increased by 7.28% to Rs. 100.96 Crores.
3. Profit before Tax increased by 6.57% to Rs. 78.90 Crores.
4. Cash profit was Rs. 74.55 Crores.
5. Production of Fibre Cement Products increased by 6.1% to 696,772 MT
6. Production of Steel Buildings increased by 4.4% to 24,485 MT.
NEWLY COMMISSIONED PROJECT
The Company''s fibre cement products plant at Baleshwar, Odisha is
completed and under trial run. Commercial operation is expected to
commence soon. The plant capacity is 1,00,000 MT annually.
NEW PROJECTS
The Company has made significant progress in setting up a metal roofing
plant at Ranchi and trial production is likely to commence soon.
The Company has decided to expand the Steel Buildings business by
setting up a Pre-engineered Building plant at Dahej Industrial Estate,
Phase III in Gujarat at a cost of Rs. 50 Crores with an annual capacity
of 30,000 MT. Land for the same has been allotted by the Govt. of
Gujarat. This unit will cater to the needs of industry in Western
India, especially Gujarat.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 with respect to the Directors'' Responsibility Statement and to the
best of their knowledge and belief and according to the information and
explanations obtained by them, the Directors confirm:
i) that in the preparation of the annual accounts for the year ended 31
March 2013, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
ii) that appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31 March, 2013 and of the profit of the
Company for the year ended on that date;
iii) 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, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the annual accounts have been prepared on a going concern
basis.
DIRECTORS
Mr. Aditya Vikram Somani and Mr. M.L. Narula, Directors, retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer themselves for re-appointment.
The Board of Directors in their meeting held on 9 May, 2013 have
re-appointed Mr. Aditya Vikram Somani as Whole Time Director designated
as Chairman of the Company for a period of three years w.e.f. 21 June,
2013 to 20 June, 2016 and Mr. Manish Sanghi as Managing Director of the
Company for a period of three years w.e.f. 1 October, 2013 to 30
September, 2016 subject to the approval of the shareholders of the
Company. The resolutions pertaining to their re-appointment & the
remuneration payable to them are set out in Item nos. 6 & 7
respectively of the Notice and relative Explanatory Statement.
The Board of Directors at its meeting held on 9 May, 2013 appointed Mr.
B. L. Taparia as Additional Director of the Company w.e.f. 10 May,
2013, who holds the office up to the date of the ensuing Annual General
Meeting and in respect of whom the Company has received a notice from a
member under Section 257 of the Companies Act, 1956, proposing his
candidature for appointment as the Director of the Company. Your
Directors are of the opinion that his presence as Director on the Board
would be of immense benefit to the Company. His appointment as Director
of the Company is liable to determination by retirement by rotation.
The Board of Directors in their meeting held on 21 June, 2010 had
adopted non mandatory requirement of the Clause 49 of the Listing
Agreement regarding tenure of Independent Directors. The Board decided
that the tenure of Independent Directors shall be limited to a maximum
period of nine years on the Board of the Company. In terms of the
aforesaid requirement, the tenure of Mr. Mohanlal Bhandari, Director of
the Company will expire on 6 July, 2013.
The Directors place on record their appreciation of the invaluable
contribution and guidance provided by Mr. Mohanlal Bhandari.
FIXED DEPOSITS
The Company has not invited or accepted any fixed deposits from the
public and, as such, no amount of principal or interest was outstanding
on the date of the Balance Sheet.
AUDITORS
The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells,
Gurgaon, retire at the conclusion of the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. They have
confirmed that their re-appointment, if made, would be within the
limits in accordance with Section 224(1B) of the Companies Act, 1956.
The Audit Committee and the Board recommend the re-appointment of M/s.
Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors
of the Company.
AUDITORS'' REPORT
The Auditors observations are self explanatory and are suitably
explained in Notes to the Accounts. The Auditors'' Report to the
shareholders does not contain any qualifications.
CORPORATE GOVERNANCE
The Company continues to be committed to good corporate governance and
ethical corporate practices. A separate Report on Corporate Governance
along with
Certificate from M/s. Tanuj Vohra & Associates, Practicing Company
Secretaries on compliance with the conditions of Corporate Governance
as per Clause 49 of the Listing Agreement with Stock Exchanges is
provided as part of this Annual Report, besides Management Discussion
and Analysis, Risk Management and Shareholders Information.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The required particulars under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are furnished in the Annexure-A and
forms an integral part of this Report.
PARTICULARS OF EMPLOYEES
As required by the provisions of Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other required particulars of the employees are
set out in the Annexure  B forming an integral part of this Report.
EMPLOYEES'' STOCK OPTION SCHEMES
The Company has already implemented the ESOS-2007, ESOS-2008,
ESOS-2009, ESOS-2010, ESOS-2011 and ESOS-2012. The exercise period of
ESOS-2007 has expired on 29.1.2013. Details of these Employees'' Stock
Option Schemes, as required under the SEBI Guidelines, are set out in
Annexure - C to the Directors'' Report and forms an integral part of
this Report.
INDUSTRIAL RELATIONS
During the year, the industrial relations at all the works of the
Company were cordial, except at Lakhmapur Works. The strike at
Lakhmapur Works was called off by the Union w.e.f. 18 January, 2013.
ACKNOWLEDGEMENT
The 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 continuous support and co-operation extended
by them to the Company. Your Board also thanks the Government of India,
State Governments and other Government Authorities for their continuous
support and encouragement to the Company and look forward to their
support in future as well.
The 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
Manish Sanghi Y. Srinivasa Rao
Managing Director Executive Director
(Operations)
Mumbai, 9 May, 2013
Mar 31, 2012
The Directors have pleasure in presenting their Seventy Ninth Annual
Report together with the Audited Statement of Accounts for the
financial year ended March 31, 2012.
FINANCIAL RESULTS (Rs. in lacs)
Particulars Year ended Year ended
31.03.2012 31.03.2011
Net Revenue from operations 88,686.12 72,309.51
Other Income 1,779.03 1,164.85
Profit before Depreciation &
Finance Costs 9,855.10 7,770.24
Less:
- Depreciation 2,008.16 1,889.60
- Finance Costs 443.75 562.56
Profit before Tax 7,403.19 5,318.08
Less:
- Current Tax 2,145.84 1,318.69
- Deferred Tax (18.86) (70.95)
Profit after Tax 5,276.21 4,070.34
Add: Surplus of earlier years
brought forward 11,014.81 8,150.31
Profit available for
Appropriation 16,291.02 12,220,65
Appropriations:
General Reserve 530.00 410.00
Dividend 1,057.89 686.94
Tax on Distributed Profits 171.62 108.90
Surplus carried to Balance Sheet 14,531.51 11,014,81
DIVIDEND
Your Directors are pleased to recommend a dividend of 70% i.e. Rs. 7/-
per equity share of Rs.10/- each. The total quantum of dividend, if
approved by members, will be Rs. 1057.89 Lacs, while Rs. 171.68 Lacs
will be paid by the Company towards dividend tax and surcharge on the
same on the equity shares of the Company as at 31st March, 2012.
Dividend will be tax free in the hands of the shareholders.
OPERATIONS REVIEW
Net Revenue from operations was Rs. 886.86 Crores as compared to Rs.
723.10 Crores during the previous year. The profit after tax during the
year at Rs. 52.76 Crores was higher as compared to the previous year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 with respect to the Directors' Responsibility Statement and to the
best of their knowledge and belief and according to the information and
explanations obtained by them, the Directors confirm:
i) that in the preparation of the annual accounts for the year ended
31st March 2012, the applicable accounting standards have been followed
Along with proper explanation relating to material departures, if any;
ii) that appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2012 and of the profit of
the Company for the year ended on that date;
iii) 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, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the annual accounts have been prepared on a going concern
basis.
DIRECTORS
The Board of Directors in their meeting held on March 30, 2012 have
re-appointed Mr. Y. Srinivasa Rao as Executive Director (Operations) of
the Company for a period of three years w.e.f. April 23, 2012 to April
22, 2015 subject to the approval of the shareholders of the Company.
The resolution pertaining to his re-appointment & the remuneration
payable to him as well as revision of his salary grade is set out in
item no. 6 of the Notice and the relevant explanatory statement. The
resolution is commended to the members for approval.
The salary grade of Mr. Manish Sanghi, Managing Director has been
revised as set out in Item No. 7 of the Notice & relevant explanatory
statement. The resolution is commended to the members for approval.
Mr. M.L. Gupta and Mr. Amitabh Das Mundhra, Directors, retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer themselves for re-appointment.
FIXED DEPOSITS
Your Company has not invited or accepted any fixed deposits from the
public and, as such, no amount of principal or interest was outstanding
on the date of the Balance Sheet.
AUDITORS
The Statutory Auditors of the Company, M/s Deloitte Haskins & Sells,
Gurgaon, retire at the conclusion of the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. They have
confirmed that their re-appointment, if made, would be within the
limits in accordance with Section 224(1B) of the Companies Act, 1956.
The Audit Committee and the Board recommend the re-appointment of
M/s.Deloitte Haskins & Sells, Chartered Accountants, as Statutory
Auditors of the Company.
CORPORATE GOVERNANCE
Your Company continues to be committed to good corporate governance and
ethical corporate practices. A separate Report on Corporate Governance
along with Auditors' Certificate on compliance with the conditions of
Corporate Governance as per Clause 49 of the Listing Agreement with
Stock Exchanges is provided as part of this Annual Report, besides
Management Discussion and Analysis, Risk Management and Shareholders
Information.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The required particulars under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are furnished in the Annexure-A and
forms an integral part of this Report.
PARTICULARS OF EMPLOYEES
As required by the provisions of Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other required particulars of the employees are
set out in the Annexure - B forming an integral part of this Report.
EMPLOYEES' STOCK OPTION SCHEMES
Your Company has already implemented the ES0S-2006, ES0S-2007,
ES0S-2008, ES0S-2009, ESOS 2010 and ESOS 2011. The exercise period of
ESOS-2006 has expired on 21.3.2012. Details of these Employees' Stock
Option Schemes, as required under the SEBI Guidelines, are set out in
Annexure - C to the Directors' Report and forms an integral part of
this Report.
INDUSTRIAL RELATIONS
The industrial relations at all the works of the Company except
Lakhmapur Works, during the year 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 continuous support and co-operation extended
by them to the Company. Your Board also thanks the Government of India,
State Governments and other Government Authorities for their continuous
support and encouragement to the Company and look forward to their
support in future as well.
Your Directors especially wish to place on record their 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
MANISH SANGHI Y. SRINIVASA RAO
anaging Director Executive Director (Operations)
Mumbai, 26th
April, 2012
Mar 31, 2011
The Directors have pleasure in presenting their Seventy Eighth Annual
Report together with the Audited Statement of Accounts for the
financial year ended March 31, 2011.
FINANCIAL RESULTS
(Rs. in lacs)
Particulars Year ended Year ended
31.03.2011 31.03.2010
Net Sales Turnover 72,158.77 65,253.42
Other Income 1,315.59 962.73
Profit before Depreciation & Interest 7,746.71 7,003.17
Less:
à Depreciation 1,889.60 1,836.54
à Interest 539.03 995.20
Profit before Tax 5,318.08 4,171.43
Less:
à Current Tax 1,318.69 708.94
à Deferred Tax (70.95) 676.75
à MAT à (215.53)
Profit after Tax 4,070.34 3,001.27
Add: Surplus of earlier years
brought forward 8,150.31 6,239.05
Profit available for Appropriation 12,220.65 9,240.32
Appropriations:
General Reserve 410.00 310.00
Dividend 686.94 666.70
Tax on Distributed Profits 108.90 113.31
Surplus carried to Balance Sheet 11,014.81 8,150.31
DIVIDEND
Your Directors are pleased to recommend a dividend of 45% i.e. Rs.4.50
per equity share of Rs.10/- each. The total quantum of dividend, if
approved by members, will be Rs. 679.09 Lacs, while Rs.110.16 Lacs will
be paid by the Company towards dividend tax and surcharge on the same
on the equity shares of the Company as at 31st March, 2011. Dividend
will be tax free in the hands of the shareholders.
OPERATIONS REVIEW
Net Sales Turnover was Rs. 721.59 crores as compared to Rs.652.53
crores during the previous year. The profit after tax for during the
year at Rs. 40.70 crores was higher as compared to the previous year.
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 with respect to the Directorsà Responsibility Statement and to the
best of their knowledge and belief and according to the information and
explanations obtained by them, the Directors confirm:
i) that in the preparation of the annual accounts for the year ended
31st March 2011, the applicable accounting standards have been followed
alongwith proper explanation relating to material departures, if any;
ii) that appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2011 and of the profit of
the Company for the year ended on that date;
iii) 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, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the annual accounts have been prepared on a going concern
basis.
DIRECTORS
Mr. Mohanlal Bhandari, Director, Mr. Sandeep Junnarkar, Director and
Mr. Naga Veera Srinivasa Rao Yenduri, Executive Director (Operations),
retire by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for re-appointment.
FIXED DEPOSITS
Your Company has not invited or accepted any fixed deposits from the
public and, as such, no amount of principal or interest was outstanding
on the date of the Balance Sheet.
AUDITORS
The Statutory Auditors of the Company, M/s Deloitte Haskins & Sells,
Gurgaon, retire at the conclusion of the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. They have
confirmed that their re-appointment, if made, would be within the
limits in accordance with Section 224(1B) of the Companies Act, 1956.
The Audit Committee and the Board recommend the re-appointment of M/s.
Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors
of the Company.
CORPORATE GOVERNANCE
Your Company continues to be committed to good corporate governance and
ethical corporate practices. A separate Report on Corporate Governance
along with Auditorsà Certificate on compliance with the conditions of
Corporate Governance as per Clause 49 of the Listing Agreement with
Stock Exchanges is provided as part of this Annual Report, besides
Management Discussion and Analysis, Risk Management and Shareholders
Information.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The required particulars under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are furnished in the Annexure-A and
forms an integral part of this Report.
PARTICULARS OF EMPLOYEES
As required by the provisions of Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other required particulars of the employees are
set out in the Annexure à B forming an integral part of this Report.
EMPLOYEESÃ STOCK OPTION SCHEMES
Your Company has already implemented the ESOS-2006, ESOS-2007,
ESOS-2008, ESOS-2009 & ESOS 2010. Details of these Employeesà Stock
Option Schemes, as required under the SEBI Guidelines, are set out in
Annexure - C to the Directorsà Report and forms an integral part of
this Report.
INDUSTRIAL RELATIONS
The industrial relations at all the works of the Company, during the
year were cordial.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude to the CompanyÃs
business associates, trade partners, dealers, customers, shareholders,
vendors, bankers, technology providers and other stakeholders all over
India and overseas for the continuous support and co-operation extended
by them to the Company. Your Board also thanks the Government of India,
State Governments and other Government Authorities for their continuous
support and encouragement to the Company and look forward to their
support in future as well.
Your Directors especially wish to place on record their appreciation of
the efficient services rendered by the CompanyÃs motivated team members
from all Zones, Works and Offices.
For and on behalf of the Board
MANISH SANGHI Y. SRINIVASA RAO
Managing Director Executive Director (Operations)
Mumbai, 29th April, 2011
Mar 31, 2010
The Directors have pleasure in presenting their Seventy Seventh Annual
Report together with the Audited Statement of Accounts for the
financial year ended March 31, 2010.
FINANCIAL RESULTS (Rs. in lacs)
Particulars Year Ended Year Ended
31.03.2010 31.03.2009
Net Sales Turnover 65,253.42 52,945.16
Other Income 962.73 479.25
Profit before Depreciation
& Interest 7,003.17 5,373.34
Less:
à Depreciation 1,836.54 1,713.80
à Interest 995.20 1,648.06
Profit before Tax 4,171.43 2,011.48
Less: Ã Current Tax 708.94 219.83
à Deferred Tax 676.75 479.29
à Fringe Benefit Tax -- 85.47
à MAT (215.53) (218.21)
Profit after Tax 3,001.27 1,445.10
Add: Surplus of earlier years
brought forward 6,239.05 5,376.83
Profit available for
Appropriation 9,240.32 6,821.93
Appropriations:
General Reserve 310.00 150.00
Dividend 666.70 370.00
Tax on Distributed Profits 113.31 62.88
Surplus carried to Balance Sheet 8,150.31 6,239.05
DIVIDEND
Your Directors are pleased to recommend a dividend of 45% i.e. Rs.4.50
per equity share of Rs.10/- each. The total quantum of dividend, if
approved by members, will be Rs.666.70 Lacs, while Rs.113.31 Lacs will
be paid by the Company towards dividend tax and surcharge on the same
on the equity shares of the Company as at 31st March, 2010. Further,
employees who have been allotted equity shares of the Company under
ESOS Schemes after 31st March, 2010 shall also be entitled to the
dividend. The dividend on this account shall be Rs.7.85 Lacs and Rs.
Rs.1.33 Lacs will be paid by the Company towards dividend tax and
surcharge on the same. Dividend will be tax free in the hands of the
shareholders.
OPERATIONS REVIEW
Net Sales Turnover was Rs.652.53 crores as compared to Rs.529.45 crores
during the previous year. The profit after tax for during the year at
Rs.30.01 crores was higher as compared to the previous year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 with respect to the Directors Responsibility Statement and to the
best of their knowledge and belief and according to the information and
explanations obtained by them, the Directors confirm:
i) that in the preparation of the annual accounts for the year ended
31st March 2010, the applicable accounting standards have been followed
alongwith proper explanation relating to material departures, if any;
ii) that appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2010 and of the profit of
the Company for the year ended on that date;
iii) 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, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the annual accounts have been prepared on a going concern
basis.
DIRECTORS
Mr. Aditya Vikram Somani and Mr. M.L. Narula, Directors, retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offers themselves for re-appointment.
The Board appointed Mr. Aditya Vikram Somani as Whole Time Director
designated as Chairman of the Company, liable to retire by rotation,
for a period of three years w.e.f. 21st June, 2010. The Board
recommends his appointment for your approval.
The office of current Managing Director of the Company expires on 30th
September 2010 and the Board appointed Mr. Manish Sanghi, COO &
Director as Managing Director for a period of three years w.e.f. 1st
October, 2010. The Board recommends his appointment for your approval.
The Board of Directors at its meeting held on 21st June, 2010 appointed
Mr. Amitabh Das Mundhra as Additional Director, who holds the office
upto the date of ensuing Annual General Meeting and in respect of whom
the Company has received a notice from a member under Section 257 of
the Companies Act, 1956, proposing his candidature for appointment as
the Director of the Company. Your Directors feel that his presence as
Director on the Board would be of immense benefit to the Company and
hence recommend his appointment as Director of the Company liable to
retire by rotation.
The Company has also received a notice from a member under Section 257
of the Companies Act, 1956, proposing the candidature of Mr. M L Gupta,
the present Managing Director, whose office as such expires on 30th
September 2010, for appointment as Director of the Company liable to
retire by rotation w.e.f. 1st October, 2010. The Board recommends his
appointment for your approval.
SUBSIDIARY COMPANY
As required under Section 212 of the Companies Act, 1956, the audited
annual accounts of Everest Building Solutions Limited alongwith the
statement under Section 212 of the Companies Act, 1956, is attached.
Everest Building Solutions Limited has ceased to be subsidiary company
w.e.f. 14th April, 2010. The Company is presently holding 49% of the
total share capital of the Everest Building Solutions Limited.
FIXED DEPOSITS
Your Company has not invited or accepted any fixed deposits from the
public and, as such, no amount of principal or interest was outstanding
on the date of the Balance Sheet.
AUDITORS
The Statutory Auditors of the Company, M/s Deloitte Haskins & Sells,
Gurgaon, retire at the conclusion of the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. They have
confirmed that their re-appointment, if made, would be within the
limits in accordance with Section 224(1B) of the Companies Act, 1956.
The Audit Committee and the Board recommend the re-appointment of
M/s.Deloitte Haskins & Sells, Chartered Accountants, as Statutory
Auditors of the Company.
CORPORATE GOVERNANCE
Your Company continues to be committed to good corporate governance and
ethical corporate practices. A separate Report on Corporate Governance
along with Auditors Certificate on compliance with the conditions of
Corporate Governance as per Clause 49 of the Listing Agreement with
Stock Exchanges is provided as part of this Annual Report, besides
Management Discussion and Analysis, Risk Management and Shareholders
Information.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The required particulars under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are furnished in the Annexure-A and
forms an integral part of this Report.
PARTICULARS OF EMPLOYEES
As required by the provisions of Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other required particulars of the employees are
set out in the Annexure - B forming an integral part of this Report.
EMPLOYEES STOCK OPTION SCHEMES
Your Company has already implemented the ESOS-2006, ESOS-2007,
ESOS-2008 & ESOS-2009. Details of these Employees Stock Option
Schemes, as required under the SEBI Guidelines, are set out in Annexure
- C to the Directors Report and forms an integral part of this Report.
INDUSTRIAL RELATIONS
The industrial relations at all the works of the Company, during the
year were cordial.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude to the Companys
business associates, trade partners, dealers, customers, shareholders,
vendors, bankers, technology providers and other stakeholders all over
India and overseas for the continuous support and co-operation extended
by them to the Company. Your Board also thanks the Government of India,
State Governments and other Government Authorities for their continuous
support and encouragement to the Company and look forward to their
support in future as well.
Your Directors especially wish to place on record their appreciation of
the efficient services rendered by the Companys motivated team members
from all Zones, Works and Offices.
For and on behalf of the Board
M.L. GUPTA MANISH SANGHI
Managing Director COO & Director
Mumbai, 21st June, 2010