The Directors are pleased to present the Eighty-Sixth Annual Report of Everest Industries Limited (‘Company’ or ‘Everest’) together with the Audited Financial Statements for the financial year (‘Year’) ended 31st March, 2019.

FINANCIAL RESULTS

(Rs. In Lakhs)

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 Company’s 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.

DIRECTORS’ 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 (‘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. 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 (“Listing Regulations”). 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 (‘Board’) has, on the recommendation of Nomination & Remuneration Committee (‘NRC’) 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 (‘AGM’) 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 (‘Falak’), promoter of the Company holding 73,83,470 equity shares aggregating to 47.22% of the Company’s 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. Sanghi’s 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 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, 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 Company’s 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 Company’s products.

In terms of proviso to sub-section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed Form AOC-1, which forms part of the Board’s Report as ANNEXURE-1. During the financial year 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 (‘SEBI’). A separate Report on Corporate Governance along with a certificate from M/s TVA & Co., LLP, Company Secretaries on compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is provided as part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the Year, the Company has not entered into any contract/ arrangement with a related party as specified under section 188 of the 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/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 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. 84.71 lakhs on CSR activities. The financial data pertaining to the Company’s CSR activities for the financial year 2018-19 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 Listing Regulations 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 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, 2019 with regard to the Employees’ Stock Option Schemes (ESOS) are provided in ANNEXURE - 3 in 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 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 Auditors’ appointment.

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 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 members’ 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 Board’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the Year, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DISCLOSURES AUDIT COMMITTEE

The Audit Committee of the Board as on March 31, 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 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, 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 “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

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 Board’s 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 Company’s 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 Board’s Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in ANNEXURE - 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. 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. 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 M L Gupta

Managing Director Director

Mumbai, 1st May 2019