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Directors Report of Everest Organics Ltd.

Mar 31, 2018

To

The Members,

Everest Organics Limited CIN : L24230TG1993PLC015426

The Directors have pleasure in presenting the 25th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company’s performance during the year ended 31st March, 2018 as compared to the previous financial year, is summarized below:

Amount in Rs.

Sl. No.

Particulars

For the Financial Year Ended 31.03.2018

For the Financial Year Ended 31.03.2017

l

Total Revenue

1,128,730,996

1,078,724,925

ll

Profit Before Financial Cost, Depreciation, Exceptional Item and Tax

77,823,388

69,864,344

lll

Less : Financial Cost

27,426,255

27,568,534

lV

Profit Before Depreciation, Exceptional Item and Tax (II-III)

50,397,133

42,295,810

V

Less : Depreciation

26,757,784

24,476,706

VI

Profit Before Exceptional Item and Tax (IV-V)

23,639,349

17,819,104

VII

Add/Less : Exceptional Item

-

-

VIII

Profit Before Tax (VI-VII)

23,639,349

17,819,104

IX

Less : Tax

6,500,000

4,300,000

X

Profit After Tax (VIII-IX)

17,139,349

13,519,104

XI

Other Comprehensive Income

Items that will not be reclassified to Profit / Loss

8,704,900

3,660,420

XII

Total Comprehensive Income for the period (X XI)

25,844,249

17,179,524

XIII

Other Equity

XIV

Brought Forward from Previous Year (at the beginning of the reporting period)

80,936,725

26,504,461

XV

Balance at the end of the reporting period

106,821,994

80,936,725

b. OPERATIONS:

During the financial year under review, the income from operation was INR 1121.71 mn as compared to INR 1068.93 mn registered in the previous year reflecting a year-on-year increase of 4.94%.

Whereas Profit After Tax including other comprehensive income was INR 25.84 mn as compared to INR 17.18 mn in the previous year, registered significant growth in PAT about 50.44% .

There was no change in nature of the business of the Company, during the year under review.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

d. DIVIDEND:

With a view to conserve resources, your Directors have thought it prudent to plough back the entire profits and regret for not being able to recommend any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

The Board of Directors do not recommend transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the coming year Profit and Loss Account.

f. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

g. DEPOSITS :

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

h. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT. 2013:

No material changes and commitments which could affect the Company’s financial position have occurred between the ends of the financial year of the Company.

i. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

j. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES :

The details of transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in DR - Annexure I and forms part of this Report.

k. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

No loans, guarantees, investments and securities provided during the financial year under review.

l. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

m. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

n. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

Note : The Board of Directors in their meeting held on 09.08.2017 has proposed for Employee Stock Option Scheme and the concerned special resolution and brief details of the Everest Employee Stock Option - Plan, was annexed with the 24th Annual General Meeting Notice and in Explanatory Statement pursuant to section 102 of Companies Act, 2013. And the same has been approved by the Shareholders in said Annual General Meeting of the Company.

o. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

p. Allotment of Equity Shares under preferential allotment:

During the year under review, the Board of Directors of the Company had converted 11720 warrants into Equity Shares and allotted 11720 Equity Shares of face value of Rs.10/- per Equity Shares, at a premium of Rs. 8/- (Rupees Eight only) per Shares which were originally allotted on 08.09.2016 with a upfront price of 25% of Rs.18/- (Rupees Eighteen only) to promoter under preferential allotment pursuant to conversion of unsecured loan in their meeting held on 30.07.2016 and the same approved by the shareholder in the Annual General Meeting held on 29.08.2016. And accordingly the paid up capital of the Company increased to Rs. 8,00,00,000/- (Rupees Eight Crore Only) and booked total securities premium amounting to Rs. 93,760/- (Rupees Ninety Three Thousand Seven Hundred Sixty only).

The Allotment details are mentioned below: Amount In Rs.

Sl. No.

Allotment made on

No. of shares

Face Value per share

Nominal amount

Premium per share

Total premium

2

29.05.2017 (conversion of warrant into Equity Share)

11,720

10/-

1,17,200

8/-

93,760

Total

1,17,200

93,760

All the allotted Equity Shares had been listed to BSE Ltd. as per SEBI (LODR) Regulation 2015.

Note: During the year under review no Convertible warrants were outstanding.

q. Disclosure regarding Unclaimed Shares:

Pursuant to the provisions of SEBI Guidelines and Securities Exchange Board of India (Listing Obligation & Disclosures Requirements) Regulations 2015, the Company had transferred 207972 (Two Lakh Seven Thousand Nine Hundred Seventy Two) unclaimed Equity Shares to Everest Organics Limited- Unclaimed Suspense Account. 2,01,024 (Two Lakhs One Thousand Twenty Four) Equity Shares were outstanding in the said Account as on 31.03.2018.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a ) DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

b) RE-APPOINTMENT OF DIRECTORS, RETIRE BY ROTATION

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Sri Kakarlapudi Harikrishna (DIN : 01664260) and Mr. Akella Parvatisem (DIN : 00910224), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Your Directors recommend their candidature for approval.

c) Re-appointment of Dr. Sri Kakarlapudi Srihari Raju (DIN : 01593620) the Managing Director of the Company, with effect from 28.09.2018:

The Board of Directors had re-appointed Dr. Sri Kakarlapudi Srihari Raju (DIN : 01593620) as a Managing Director of the Company w.e.f. 28.09.2015 for a period of 3 (Three) Years at their meeting held on 31.08.2015 and for the same accorded the approval of members of the Company at the Annual General Meeting held on 28th September 2015 . The said re-appointment term is being expired on 28.09.2018. Therefore as per the provisions of Companies Act, 2013, the Company needs to re-appoint him for executing his duty as the Managing Director.

So, the nomination and remuneration committee and the Board of Directors at its meeting held on 27.08.2018, has approved the re-appointment of Dr. Sri Kakarlapudi Srihari Raju as the Managing Director of the Company for a period of 3 (three) years with effect from 28.09.2018.

Your Directors recommend his candidature for approval.

d) Re-appointment of Mr. Peruri Ramakrishna as Chief Financial Officer of the Company :

The Board of Directors of the Company (the ‘Board’), had appointed Mr. Peruri Ramakrishna as Chief Financial Officer of the Company, for a period of 3 (three) years with effect from 28th September, 2015, at accorded the consent of the shareholders at the AGM held on 29th August, 2016. The said term is being expired on 27th September 2018. Therefore the Board of Directors of the Company at their meeting held on 27th August, 2018 re-appointed him as the Chief Financial Officer of the Company w.e.f. 28th September 2018, at a remuneration approved by the Board.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 6 times during the financial year ended 31st March 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

The dates on which the Board of Directors met during the financial year under review are as under:

Sl. No.

Day

Date

1

Monday

29.05.2017

2

Wednesday

09.08.2017

3

Sunday

27.08.2017

4

Tuesday

14.11.2017

5

Monday

12.02.2018

Sl. No.

Name of the Directors

No. of Meetings held

No. of Meetings Attended

Whether Attended the AGM held on 27.09.2017

1

Dr. Sri Kakarlapudi Srihari Raju

5

5

Yes

2

Mr. Ramakrishnam Raju Kounparaju

5

5

No

3

Mr. Kakarlapudi Sitaram Raju

5

2

No

4

Mr. Akella Parvatisem

5

5

Yes

5

Mr. Sri Kakarlapudi Harikrishna

5

5

Yes

6

Mr. Reddy Eashwer Kanthala

5

2

No

7

Mr. Swaminathan Venkatesan

5

5

Yes

8

Mr. Sreeramakrishna Grandhi

5

3

No

9

Dr. Sri Kakarlapudi Sirisha

5

5

No

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards (IND-AS) had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Ramakrishnam Raju Kounparaju (DIN : 01735481), Director

2. Mr. Swaminathan Venkatesan (DIN : 02810646), Director and

3. Mr. Sreeramakrishna Grandhi (DIN: 06921031), Chairman

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The detailed policy of Nomination & remuneration Committee is attached as DR-Annexure - ll and is made available at Company’s Website: www.everestorganicsltd.com.

During the year under review, the Committee met only for 1 time on Wednesday, August 09, 2017. Members Attendance:

Sl. No.

Name of the Directors

Independent / Executive Director

No. of Meetings held

No. of Meetings Attended

1

Mr. Sreeramakrishna Grandhi

Independent Director

1

0

2

Mr. Ramakrishnam Raju Kounparaju

Independent Director

1

1

3

Mr. Swaminathan Venkatesan

Independent Director

1

1

d. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. Sreeramakrishna Grandhi (DIN: 06921031), Chairman

2. Mr. Ramakrishnam Raju Kounparaju (DIN : 01735481), Independent Director

3. Mr. Swaminathan Venkatesan (DIN : 02810646), Independent Director and

4. Mr. Akella Parvatisem (DIN: 00910224), Director

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, entered into with the Stock Exchange.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

During the year under review the Committee met 4 times on the following dates:

Sl. No.

Day

Dates

1

Monday

29.05.2017

2

Wednesday

09.08.2017

3

Tuesday

14.11.2017

4

Monday

12.02.2018

Members Attendance:

Sl. No.

Name of the Directors

Independent / Executive Director

No. of Meetings held

No. of Meetings Attended

1

Mr. Sreeramakrishna Grandhi

Independent Director

4

3

2

Mr. Ramakrishnam Raju Kounparaju

Independent Director

4

4

3

Mr. Swaminathan Venkatesan

Independent Director

4

4

4

Mr. Akella Parvatisem

Executive Director

4

4

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder’s Relationship Committee, comprising Mr. Sri Kakarlapudi Harikrishna, Mr. Venkatesan Swaminathan and Mr. Akella Parvatisem, Directors of the Company.

Mr. Venkatesan Swaminathan, is the Chairman of the Committee. And Ms. Nisha Jain, Company Secretary of the Company, acts as the Secretary of the Committee.

During the year under review the Committee met 1 time :

Sl. No.

Day

Dates

1

Saturday

31.03.2018

Members Attendance:

Sl. No.

Name of the Directors

Independent / Executive Director

No. of Meetings held

No. of Meetings Attended

1

Mr. Swaminathan Venkatesan

Independent Director

1

1

2

Mr. Akella Parvatisem

Independent Director

1

1

3

Mr. Sri Kakarlapudi Harikrishna

Whole Time Director

1

1

f. SHARE TRANSFER COMMITTEE:

The Share Transfer Committee is formed with Mr. Sri Kakarlapudi Harikrishna, Mr. Venkatesan Swaminathan and Mr. Akella Parvatisem as Members and meets as and when required at short notice also Mr. Venkatesan Swaminathan acts as Chairman of the Share transfer Committee and Ms. Nisha Jain, Company Secretary, acts as Secretary to the Committee. No share transfers are pending as on date.

The functions of the committee(s) include:

1) Transfer of shares

2) Dividends

3) Dematerialization of shares

4) Replacement of lost/stolen/mutilated share certificates

5) Non-receipt of rights/bonus/split share certificates.

6) Any other related issues

The subcommittee will also focus on strengthening investor relations.

During the year under review the committee met 25 times in total and all the Committee meeting were attended by all members.

g. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

h. Risk Management Policy:

The Board formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedures are reviewed by the Board on quarterly basis at the time of review of performance of the Company.

i. Insider Trading :

The Company has put in place the following Codes pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 :

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

b. Code of Conduct to Regulate, Monitor and Report Trading.

j. Policy on Board Diversity:

Based on the Company’s Policy on Board Diversity, as formulated by the Nomination and Remuneration Committee, the Board has time and again ensured that, optimum diversity on the Board is attained and maintained.

k. Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was made before the Committee.

l. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

A formal evaluation mechanism has been adopted for evaluating the performance of the Board as well as performance of Committees and individual Directors. Performance of all Directors and the Company has been carried out by way of structured evaluation process. Criteria for evaluation includes attendance and contribution at the meetings, preparedness for the meetings, effective decision making ability etc.

m. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company’s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

n. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review has been marked as DR - Annexure lll.

0. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

Not Applicable, as the Company has no holding or Subsidiary entity.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2018:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013, other than mentioned below:

1. Gratuity provisions made for Rs. 70.31 Lakhs. Paid to the Fund Rs. 5.00 Lakhs only.

Directors’ Comment: Impact on the Current year profit is NIL as the same has already have been provided for. However the payment for the same in Gratuity Fund is yet to be made and the same shall be complied within the following financial year.

2. Long pending advances extended to employees amounting to Rs. 18.50 Lakhs. The implies payment of such advances amounts to Rs. 6.16 Lakhs which is not provided for.

Directors’ Comment: The management has initiated steps to recover the same along with the advances so extended to such employees.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2018:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. D. Hanumanta Raju & Co., Company Secretaries of B-13, F-1, P.S. Nagar, Vijayanagar Colony, Hyderabad - 500 057,India had been appointed to issue Secretarial Audit Report for the financial year 2017-18.

Secretarial Audit Report issued by D. Hanumanta Raju & Co., Company Secretaries of B-13, F-1, P.S. Nagar, Vijayanagar Colony, Hyderabad - 500 057, India, Company Secretaries in Form MR-3 for the financial year 2017-18, forms part of this report as DR - Annexure IV. The said Report is self explanatory.

c. COST AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2018:

The Cost Audit Report for the Financial Year 2017-18, issued by M/s. PKR & Associates, LLP., Cost Auditor, dated 8th August, 2018 are self-explanatory and therefore, do not call for any further explanation or comments from the Board.

d. RE APPOINTMENT OF STATUTORY AUDITORS :

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, and any other provisions of Companies Act. 2013 as may be applicable, M/s. Suryam & CO., Chartered Accountants (Firm Registration No. 012181S), retiring auditors , were appointed to hold the office for a term of 5 (FIVE) Years with effect from the conclusion of 24th Annual General Meeting, as the Statutory Auditors of the Company till the conclusion of 29th Annual General Meeting (AGM) to be held in the year 2022, to examine and audit the accounts of the Company, subject to ratification by Members at every Annual General Meeting, at such remuneration as may be mutually agreed between the Board of Directors of the Company and Auditors.”

Note : As per the section 40 of the Amendment Act 2017 for the provisions of section 139 (1) of Companies Act, 2013, the requirement of ratification of the appointment of Statutory Auditors, every year by the shareholders of the Company is omitted. Therefore the Company has not incorporated the resolution relating to the ratification of the Statutory Auditor’s Appointment, in the 25th Notice of the Annual General Meeting if the Company.

e. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors at their meeting held on 30.05.2018, appointed “M/s. PKR & Associates LLP.” Cost Accountant of Hyderabad, as the Cost Auditors of the Company for the financial year 2018-19 in respect of the Company’s pharma manufacturing units at Aroor Village, Sadasivapet, Sanga Reddy (Medak) District, Telangana - 502 291.

Note : Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, due to preoccupation of the existing Cost Auditor, and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 12.02.2018, appointed “M/s. PKR & Associates LLP.” Cost Accountant of Hyderabad, in place of “M/s. Vajralingam & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-18 in respect of the Company’s pharma manufacturing units at Aroor Village, Sadasivapet, Medak District, Telangana - 502 291.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2018 made under the provisions of Section 92(3) of the Act, is attached as DR - Annexure V. A copy of Annual Return pursuant to subsection 3 of section 92 of Companies ACt, 2013, is placed at Company’s Website at http://everestorganicsltd.com/share-holder.html.

b. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption, foreign exchange earnings and outgo etc. are furnished in as per DR -Annexure VI considering the nature of activities undertaken by the Company during the year under review which forms part of this report.

c. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of Schedule V):

Amount in Rs.

All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors

Salary INR 57,00,000/-

Details of fixed component and performance linked incentives along with the performance criteria

Fixed Component Salary - 57,00,000/-

Service contracts, notice period, severance fees

No Such terms are there.

Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable

As may be decided

d. Non Applicability of Corporate Governance Report :

During the Financial year under review, as per Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Regulation 27 of the said Regulation is not applicable to the Company, as the Company’s Paid up capital is less than Rupees Ten Crores and the Net Worth of the Company does not exceed Rupees Twenty Five Crores as on the last day of previous financial year.

e. Green Initiative :

To support the ‘Green Initiative’ in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with M/s. Venture Capital & Corporate Investment Private Ltd., if shares are held in physical mode or with their Depository participant, if the holding is in electronic mode. Electronic Copies of the Annual Report and Notice of the Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s).For members who have not registered their email address, physical copies of the Annual Report and Notice of the Annual General Meeting are sent in the permitted mode.

Members requiring physical copies can send their request to Ms. Nisha Jain, Company Secretary of the Company.

In terms of Section 108 of the Act and Rule 20 of the Company’s (Management and Administration) Rules 2014, the Company is providing remote e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice.

f. Personnel:

The Company enjoys a harmonious and healthy relationship with personnel at all levels.

Particulars of employees in terms of the Companies Act 2013 are not applicable, as no employee is drawing salary in excess of limits prescribed by the Companies Act, 2013.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board

Everest Organics Limited

Rama Krishnam Raju Kounparaju Dr. Sri Kakarlapudi Srihari Raju

Chairman Managing Director

DIN: 01735481 DIN : 01593620

Dated: 27.08.2018

Registered Office

Aroor Village, Sadasivapet Mandal,

Sangareddy (Medak) District - 502 291

Telangana, India

CIN L24230TG1993PLC015426

TEL No. 040-23115956 Fax No. 040-23115954

Mail [email protected]

website: www.everestorganicsltd.com


Mar 31, 2012

The Directors present herewith the 19th Annual Report and the audited accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS: Rs. in Lakhs

Particulars 2011-12 2010-11

Turnover (including other income) 6,115.75 5,385.36

Profit before Tax 135.97 129.43

Less: Tax Expenses 30.00 32.00

Profit after Tax 105.97 97.43 Profit Carried to Balance Sheet 105.97 97.43

2) REVIEW OF OPERATIONS FOR THE FINANCIAL YEAR 2011-12

The operations have improved substantially during the year 2011 - 2012 by 13.50.%. The turnover has increased from Rs. 53.85 crores to Rs. 61.16 crores. The improvement in business is mainly due to expanded capacities which will further improve in the next financial year. Effective use of manpower and machinery also contributed to the increase to a significant extent. The increase in salaries is about 25%.

3) Management Discussion Analysis:

Management Discussions on the following heads and Analysis is annexed to this Report.

a) General Pharma Industrial Scenario

b) Opportunities for the Company

c) Outlook for Financial Year 2012-13

d) Internal controls systems

e) Human Resource Development and industry relations

4) DIRECTOR:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Dr. K. Easwer Reddy, Raju S. Kakarlapudi and Sri A. Parvatisem are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

5) DIVIDEND:

As there are inadequate profits and marginal operational surplus during this year your directors do not propose any dividend during the year.

6) AUDITORS:

The Statutory Auditors of your Company M/s. P.S.N. Ravishanker & Associates, Chartered Accountants, Hyderabad hold office till the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from the auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956.

7) AUDITORS' REPORT:

The Notes on account, referred to in the Auditors' Report, are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

8) CORPORATE GOVERNANCE:

Pursuant to Clause 49 of listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions on Corporate Governance, form part of the Annual Report.

9) DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the members that the Audited Annual Accounts for the year ended 31st March 2012 are in fully conformity with the requirements of Companies Act 1956. The Directors further confirm that:

a) In preparation of the Annual Accounts the applicable Accounting Standards have been followed with proper explanation wherever required.

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 at the end of the financial year and profit of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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.

10) Deposits:

During the year under review, the Company has not accepted any deposits from public within the meaning of sections 58A and 58AA of the Companies act, 1956 and the rules made there under.

11) CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information U/S 217(i)(e) of the Companies Act, 1956 read within the report of the Board of Directors Rules 1988 and forming part of Directors report.

A. Details of Conservation of energy:

Company's operations at the factory are energy intensive. The Company is taking adequate measures to reduce energy consumption by adopting new technologies.

B. Foreign Exchange Earnings and outgo:

Total foreign exchange earnings during the year was Rs. 826.63 Lakhs (Previous year (2010-11) Rs. 1024.92 lakhs) and foreign exchange outgo was Rs. 511.80 lakhs (Previous year Rs. 460.04 lakhs)

12) LISTING OF SHARES IN STOCK EXCHANGES:

The Equity Shares of the Company are listed at Mumbai Stock Exchange. (Presently trading was suspended). A consultant has been appointed to revoke suspension of trading. Hopefully the exercise wit) be completed in six to nine months.

13) PERSONNEL:

None of the employees are covered under Sec. 217 (2A) of the Companies Act 1956 read with (Particulars of the Company) Rules 1975 and forming part of the Directors Report for Vn & Accounting year 2011-12.

14) INSURANCE:

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

15) HUMAN RESOURCES:

Human resources of the Company across all sections contributed significantly towards better performance and look forward for higher growth. Detailed report annexed.

16) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company did not lose any of its key personnel during the year. The employees' morale is high and adequate steps are being taken for continuous training of staff in new technologies to take up challenging assignments. All the employees have been duly insured.

17) INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

18) ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to all those who have supported your Company's all round activities and contributed towards growth particularly Members, Bankers, Government Agencies, customers and ail others involved with the Company.

By Order of the Board of Directors of Everest Organics Limited

Sd/- Sd/-

S. K. Srihari Raju S. K. Hari Krishna Managing Director Executive Director

Place: Hyderabad Date: 25.07.2012


Mar 31, 2011

Dear Members,

The Directors present herewith the 18th Annual Report and the audited accounts for the year ended 31st March 2011.

1. FINANCIAL RESULTS:

(Rs.in.Lakhs)

Particulars 2010-11 2009-10

Turnover 5,687.72 4,231.60

Other income 151.24 205.63

Increase in Stocks 101.09 114.94

Total 5,940.05 4,552.17

Operating Expenses 4,960.93 3,833.83

Excise Duty 453.45 309.06

Operating Profit (PBDIT) 525.67 409.27

Interest 157.15 136.46

Depreciation 151.57 137.21

Profit before Tax 146.48 135.60

Provision for taxation

- Tax on Profit 32.00 20.00

Profit after Tax 114.48 115.60 Prior period Adjustments 17.05 0.00

Profit Carried to Balance Sheet 97.43 115.60

2). REVIEW OF OPERATIONS FOR THE FINANCIAL YEAR 2010-11

The operations have improved substantially during the year 2010 – 2011 by 34%. The turnover has increased from Rs.42.03 crores to Rs.56.8 crores. The improvement in business is mainly due to expanded capacities which will further improve in the next financial year. Effective use of manpower and machinery also contributed to the increase to a significant extent. The increase in salaries is about 25%.

3). Management Discussion Analysis:

Management Discussions on the following heads and Analysis is annexed to this Report.

a). General Pharma Industrial Scenario

b). Opportunities for the Company

c). Outlook for Financial Year 2011-12

d). Internal controls & systems

e). Human Resource Development and industry relations

4). DIRECTOR:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Sri V.Swaminathan and Sri K. Rama krishnam Raju are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

5). DIVIDEND:

As there are inadequate profits and marginal operational surplus during this year your directors do not propose any dividend during the year.

6). AUDITORS:

The Statutory Auditors of your Company M/s. P.S.N.Ravi Shanker & Associates, Chartered Accountants, Hyderabad holds office till the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from the auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1-B) of the Companies Act,1956.

7) AUDITORS' REPORT:

The Notes on account, referred to in the Auditors' Report, are self –explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

8) CORPORATE GOVERNANCE:

Pursuant to Clause 49 of listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions on Corporate Governance, form part of the Annual Report.

9) DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the members that the Audited Annual Accounts for the year ended 31st March 2011 are in fully conformity with the requirements of Companies Act 1956. The Directors further confirm that:

a) In preparation of the Annual Accounts the applicable Accounting Standards have been followed with proper explanation wherever required.

b) The Directors have selected such accounting polices 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 at the end of the financial year and profit of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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.

10) DEPOSITS:

During the year under review, the Company has not accepted any deposits from public within the meaning of section 58A of the Companies act, 1956 and the rules made there under.

11) CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information U/S 217/(i)(e) of the Companies Act, 1956 read within the report of the Board of Directors Rules 1988 and forming part of Directors report.

A. Details of Conservation of energy:

Company's operations at the factory are energy intensive. The Company is taking adequate measures to reduce energy consumption by adopting new technologies, like variable frequency drives, high Efficiency motors, Pumps etc.

B. Foreign Exchange Earnings and outgo:

Total foreign exchange earnings during the year was Rs.1024.92 Lakhs (Previous year Rs.409 lakhs) and foreign exchange outgo was Rs.475.98 lakhs (Previous year Rs.91.21 lakhs)

12) LISTING OF SHARES IN STOCK EXCHANGES:

The Equity Shares of the Company are listed at Mumbai Stock Exchange. (presently trading was suspended). A consultant has been appointed to initiate the proceedings to lift suspension of shares at a cost of Rs.10.75 lakhs. Hopefully the exercise will be completed in six to nine months.

13) PERSONNEL:

None of the employees are covered under Sec.217 (2A) of the Companies Act 1956 read with (Particulars of the Company) Rules 1975 and forming part of the Directors Report for the Accounting year 2010-11.

14) INSURANCE:

All the properties of the Company including Buildings. Plant and Machinery and Stocks have been adequately insured.

15) HUMAN RESOURCES:

Human resources of the Company across all sections contributed significantly towards better performance and look forward for higher growth. Detailed report annexed.

16) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal controls implemented by your Company are adequate to ensure that the financial statement is correct, sufficient and credible.

17) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company did not lose any of its key personnel during the year. The employees' morale is high and adequate steps are being taken for continues training of staff in new technologies to take up challenging assignments. All the employees have been duly insured.

Training was imparted to all grades of personnel working in the company. The company has spent Rs. 1,57,573/- on training people from 01.04.2010 till date. The training will be more vigorous in furture.

The subject of training are mainly on :

- Warehouse management

- Managerial effectiveness & stress Management

- Export training classes

- Forex management

- SHE

- Fire Safety

- Environmental issues

- Strategic marketing & Productivity Management

18) INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

19) ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to all those who have supported your Company's all round activities and contributed towards growth particularly Members, Bankers, Government Agencies, customers and all others involved with the Company.

By Order of the Board of Directors of Everest Organics Limited

Sd/- Sd/ Dr. S.K.Srihari Raju S.K.Hari Krishna Managing Director Executive Director

Place: Hyderabad Date : 29.07.2011


Mar 31, 2010

The Directors present herewith the 17th Annual Report and the audited accounts for the Year ended 31st March 2010 together with the Auditors Report thereon.

1) FINANCIAL RESULTS:

(Rs.in.Lakhs)

Particulars 2009-10 2008-09

Turnover 4231.60 2691.29

Other Income 205.63 154.04

Increase in Stocks 114.94 25.88

Total 4552.17 2871.21

Operating Expenses 3833.83 2292.34

Excise Duty 309.06 246.34

Operating Profit (PBDIT) 409.27 332.54

Interest 136.46 71.57

Depreciation 137.21 132.67

Profit before Tax 135.60 128.30

Prior Period Adjustments 0.00 -0.53

Provision for taxation ;

-Taxon Profit 20.00 16.00

- Fringe Benefit Tax 0.00 2.50

Profit after Tax 115.60 109.26

Profit Carried to Balance Sheet 115.60 109.26



2) REVIEW OF OPERATIONS FOR THE FINANCIAL YEAR 2009-10

During the financial year 2009-2010, the operations have improved substantially by about 38%. The Turnover including conversion has increased from Rs.26.25 crores to Rs.42.43 ] crores. This improvement in the business has become possible with the increase in demand for existing products of the Company coupled with more effective use of the existing machinery, manpower and financial resources.,

3) Management Discussions and Analysis:

Management Discussions on the following heads and Analysis is annexed to this Report.

a) General Pharma Industrial Scenario.

b) Opportunities for the Company

c) Outlook for Financial Year 2010 -11.

d) Internal Controls Systems

e) Human Resource Development and Industry relations

4) DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Sri. V.Swaminathan, and K.Rama Krishnam Raju are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment,

5) DIVIDEND.

As there are inadequate profits and marginal operational surplus during this year your directors do not propose any dividend during the year.

6) AUDITORS:

The Statutory Auditors otyour Company M/s. P.S.N. Ravi Sanker & Associates., Chartered Accountants Hyderabad holds office till the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from the auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1-B) of the Companies Act, 1956

7) AuditorsReport:

The Notes on account, referred to in the Auditors Report, are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

8) CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions on Corporate Governance, form part of the Annual Report.

9) DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the members that the Audited Annual Accounts for the year ended 31st March 2010 are in full conformity with the requirements of Companies Act 1956. The Directors further confirm that:

a) In preparation of the Annual Accounts the applicable Accounting Standards have been followed with proper explanation wherever required.

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 at the end of the financial year and Profit of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the Annuai Accounts on a going concern basis.

10. Deposits:

During the year under review, the Company has not accepted any deposits from public within the meaning of section 58A of the Companies act, 1956 and the rules made there under.

11. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information U/S 217(i)(e) of the Companies Act, 1956 read within the report of the Board of Directors Rules 1988 and forming part of Directors report.

A. Details of Conservation of energy: -.

Companys operations at the factory are energy intensive. The Company is taking adequate measures to reduce energy consumption by adopting new technologies..

B. Foreign Exchange Earnings and Outgo:

Total foreign exchange earnings during the year was Rs.409 Lakhs (Previous year Rs.472 Lakhs) and foreign exchange outgo was Rs.91.21 Laksh (Previous year Rs.184 Lakhs)

12) LISTING OF SHARES IN STOCK EXCHANGES:

The Equity Shares of the Company are listed at Mumbai Stock Exchange, (presently trading was suspended).

13) PERSONNEL:

None of the employees are covered under Sec.217 (2A) of the Companies Act 1956 read with (Particulars of the Company) Rules 1975 and forming part of the Directors Report for the Accounting year 2009-10.

14) INSURANCE:

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

15) HUMAN RESOURCES:

Human resources of the Company across all sections contributed significantly towards better performance and look forward for higher growth. Detailed report annexed.

16) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal controls implemented by your Company are adequate to ensure that the financial statement is correct, sufficient and credible.

17) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS: .„

The Company did not lose any of its key personnel during the year. The employees morale is high and adequate steps are being taken for continuous training of staff in new technologies to take up challenging assignments.

18) INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

19) ACKNOWLEDGMENTS:

Your Directors wish to place on record their sincere thanks to all those who have supported your Companys all round activities and contributed towards growth particularly Members, Bankers, Government Agencies, customers and all others involved with the Company.

By Order of the Board of Directors Of Everest Organics Limited

Sd/- ;

Dr.S.K. Srihari Raju Managing Director

Place: Hyderabad

Date : 27.05.2010

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