Dear Shareholders,

The Directors are pleased to present the 39^th Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2018.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2018 is summarized below:

(Rs. in Lakhs, unless otherwise stated)

(Rs. in Lakhs, unless otherwise stated)

PERFORMANCE REVIEW

During the financial year 2017-18, the Company saw the upward trend in the sales compared to sales in the previous year. The Company has encountered an increase in demand towards end of the financial year, due to CNG cylinders requirements in Northern India for controlling the pollution due to recent ruling by Supreme Court for not registering Diesel Vehicles.

Sale proceeds received against disposal of assets situated at Gandhidham in earlier year, resulted in cash surplus which was utilized to reduce the borrowing and in-turn resulted in reduction of financial expenses.

On standalone basis, for the financial year 2017-18, revenue from operations stood at Rs.32,622.94 Lakhs against the previous year's revenues of Rs.26,886.58 Lakhs, an increase of around 21% and Net Profit at Rs.1,305.04 Lakhs against Net Profit of Rs.7,142,.62 Lakhs in the previous year.

On consolidated basis, the Company manufactured 575,762 units as compared to 530,048 units in the financial year 2016-17. During the said period the Company sold 540,232 units as compared 493,225 units in the previous financial year. Revenues for financial year 2017-18 at Rs.54,245.54 Lakhs were marginally lower over the previous year's revenues of Rs.58,872.02 Lakhs. Your Company has focussed on quality product sales which have resulted in improvement of Net profit before exceptional items from Rs.228.17 Lakhs in financial year 2016 - 17 to Rs.3,153.59 Lakhs in financial year 2017 - 18.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129 of Companies Act, 2013 and the IND AS-27 on Consolidated and Separate Financial Statements, the Audited Consolidated Financial Statements are provided in the Annual Report. As a significant part of the Company’s business is conducted through its subsidiaries, the Directors believe that the consolidated accounts provide a more accurate representation of the performance of the Company.

SHARE CAPITAL STRUCTURE

The Paid Up Share Capital of the Company is Rs.22.44 Crore divided into 11,22,07,682 Equity Shares of Rs.2/- each.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has adequate internal financial control system commensurate with the size, scale and complexity of its operations. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigation action on continuing basis. These are routinely tested and certified by Statutory as well as Internal Auditors. The Audit observations on internal financial controls are periodically reported to the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2017-18, as stipulated under Regulation 34(2)(e) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.

SIGNIFICANT DEVELOPMENTS DURING THE YEAR

There were no significant development during the year 2017-18.

DIVIDEND

The Directors have not proposed any dividend for the financial year 2017-18 to preserve reserves for future betterment of the Company.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves.

CREDIT RATING FROM CARE RATINGS

During the year, in respect of the borrowings of the Company, CARE Ratings has upgraded the Long Term and Short Term Ratings, as under:

DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013

The Company has not accepted any Deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, guarantees provided and investments made have been duly disclosed in the financial statement

MATERIAL CHANGES AND COMMITMENTS

The Company has sought and obtained members approval for disinvestment of its wholly owned subsidiary i.e EKC Industries (Tianjin) Co. Ltd, which is subject to Regulatory Approvals. Necessary applications have been made to Regulators and upon completion of the transaction, the consolidated financial position would improve substantially.

SUBSIDIARIES

As on 31^st March, 2018, the Company had (a) three wholly owned overseas subsidiary companies, viz., EKC International FZE in Dubai, UAE, EKC Industries (Tianjin) Co. Ltd. in China and EKC Industries (Thailand) Co. Ltd. in Thailand, (b) three step down wholly owned overseas subsidiary companies, viz. EKC Hungary Kft in Hungary, CP Industries Holdings, Inc. in USA, EKC Europe GmbH in Germany and (c) One Joint Venture Company in Tanzania, viz, Kamal EKC industries Ltd (d) Two Indian subsidiary Companies viz., Calcutta Compressions & Liquefaction Engineering Ltd., and EKC Positron Gas Ltd. and one wholly owned Indian subsidiary Company, viz., Next Gen Cylinder Private Limited

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Pushkar Khurana (DIN 00040489) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

APPOINTMENT AND CESSATION OF KMP

a. Mr. Kishore Thakkar resigned as Chief Financial Officer of the Company w.e.f. December 13, 2017;

b. Mr. Dinesh Bhalotia was appointed as Chief Financial Officer of the Company w.e.f December 14, 2017 and was removed on May 8, 2018.

c. Mr. Alok Bodas has resigned from the post of the Company Secretary and Compliance officer of the Company w.e.f March 8, 2018.

INDEPENDENT DIRECTOR DECLARATION

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 confirming that they fulfill criteria for independence as laid under Section 149(6) of the Act and Regulation 25 of the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an Independent Director during the year.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

NUMBER OF BOARD MEETINGS DURING THE YEAR

During the year, four meetings of the Board of Directors were held, details are mentioned in Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of the Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated “Nomination and Remuneration Policy” containing criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) of Companies Act, 2013 for selection of any Director, Key Managerial Personnel and Senior Management Employees.

The said policy is attached as Annexure 5 to this report and is available on the Company’s website and the web link thereto is http://www.everestkanto.com/policies.html.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations’).

The Company evaluated performance of the Board on the basis of criteria(s) such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as mentioned in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Ddirectors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

SECRETARIAL STANDARD

The Directors declared that applicable Secretarial Standard i.e SS1 and SS2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively, has been duly followed.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departure;

ii) 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 on March 31, 2018 and of the profit and loss of the Company for the period ended on that date;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis;

v) 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

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDIT COMMITTEE

The details pertaining to composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

AUDITORS

a) STATUTORY AUDITORS

In accordance with the provisions of Section 139(2) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 35^th Annual General Meeting held on August 2, 2014 had appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants, as the Statutory Auditors of the Company for one term of five years to hold office from the conclusion of aforesaid Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2018, subject to ratification by the shareholders at every Annual General Meeting.

In terms of provisions of Section 139(2) of the Companies Act, 2013, the Company proposes to appoint M/s. Walker Chandiok & Co LLP, Chartered Accountants for another term of five years, subject to approval of Members.

b) BRANCH AUDITORS

The Board of Directors of the Company at their Meeting held on May 30, 2018 re-appointed M/s. Arun Arora & Co., Chartered Accountants as Branch Auditors of the Company for financial year 2018-19. The Company has received a letter from M/s. Arun Arora & Co. to the effect that their reappointment, if made, for the financial year 2018-19, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

c) COST AUDITORS

The Board of Directors has appointed Mr. Vinayak B. Kulkarni, Cost Accountant, (Membership No. 28559) as the Cost Auditor under section 148 of the Companies Act, 2013, for conducting audit of cost records for the financial year 2017-18. The Cost Auditor will submit his Report to the Board for its review and examination, which will then be filed with the Central Government within the prescribed time.

On the recommendation of the Audit Committee, the Board of Directors has appointed Mr. Vinayak B. Kulkarni, Cost Accountant, (Firm Registration No. 101319) as the Cost Auditor of the Company for the financial year 2017-18 on a remuneration of Rs. 2,25,000/- recommended by the Audit Committee and as required under the Act, the remuneration was ratified by the members at the Annual General Meeting held on September 27, 2017.

d) SECRETARIAL AUDITORS

The Board of Directors has appointed Aashish K. Bhatt & Associates, Practicing Company Secretaries, as the Secretarial Auditor under section 204 of the Companies Act, 2013, for conducting Secretarial Audit for the financial year 2017-18. The Report of the Secretarial Auditor forms part of this Report as Annexure 1. There is one qualification in the Secretarial Audit Report.

STATUTORY AUDITOR’S QUALIFICATIONS’ EXPLANATION

There are no qualifications in the Auditor’s Report & therefore there are no further explanations to be provided for in this Report.

SECRETARIAL AUDITOR’S QUALIFICATION’S EXPLANATION

The Company has executed Shareholders’ Agreement with Brightwill Limited and TVG India Investment Holdings Limited (hereinafter referred to as “the erstwhile shareholders”) on November 02, 2006 and November 19, 2007 respectively. The clauses of the aforesaid agreement have been incorporated in the Articles of Association of the Company as per the requirement of the said agreements.

As on March 31, 2017, the erstwhile shareholders have gradually sold their entire holdings during the year and hence the aforesaid Shareholders’ Agreement stands redundant. Further, on the redundancy of such agreement, one of the Promoters of the Company has entered into the business of Fire Fighting Equipments during the year ended March 31, 2017.

However the Company has passed necessary resolution through postal ballot during the current financial year for alteration of the Articles of Association of the Company for removal of the clauses pertaining to the erstwhile shareholders, hence said qualification will not appear in their report again.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Companies Act, 2013, are provided in Annexure 2 to this Report.

TRANSACTIONS WITH RELATED PARTIES

No Related Party Transactions (RPTs) were entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013. There being no ‘Material’ Related Party Transactions as defined under regulation 23 of SEBI Listing Regulations, 2015, there are no details to be disclosed in Form AOC-2 (Refer Annexure 3) in that regard.

During the year 2017-18, pursuant to section 177 of the Companies Act, 2013 and Regulation 23 of SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval.

The Policy on Related Party Transactions framed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on Company’s website and web link thereto is http://www.everestkanto.com/policies.html.

CORPORATE GOVERNANCE

The Company is committed to achieving and maintaining the highest standards of Corporate Governance and places high emphasis on business ethics. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance and the Certificate from a practicing Company Secretary on the Report as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy which lays down the framework to define, assess, monitor and mitigate the business, operational, financial and other risks associated with the business of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the provisions of section 135 of Companies Act, 2013, the CSR Committee consists of Mr. P. K. Khurana, Mr. Pushkar Khurana and Ms. Uma Acharya. In terms of Section 135(5) of the Companies Act, 2013, the Company was not required to spend towards CSR activities. The Company has in place a CSR Policy which provides guidelines to conduct CSR activities of the Company. The CSR Policy is available on the website of the Company www.everestkanto.com.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return of the Company in the prescribed Form MGT-9 is attached to the Report as Annexure 4.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are as under:

(a) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2017-18:

* Remuneration to Directors during the financial year comprises solely of sitting fees for attending the meetings of Board of Directors and of the Committees thereof.

(b) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2017-18:

# Mr Kishore Thakkar ceased to be Chief Financial Officer as on December 13, 2017

* Mr. Dinesh Bhalotia was appointed as Chief Financial Officer on December 14, 2017 and removed on May 8, 2018.

** Mr. Alok Bodas resigned as Company Secretary and Compliance Officer of the Company on March 8, 2018.

(c) Percentage increase in the median remuneration of employees in the financial year 2017-18: 10.37%

(d) Number of permanent employees on the rolls of Company: 485

(e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

The average percentile increase in the salaries of employees other than the managerial personnel in the financial year 2017-18 is 10.16% whereas the percentile increase in the managerial remuneration during the year is 11.00%.

(f) Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company affirms remuneration is as per the remuneration policy of the Company.

(g) Name of top 10 employee of Company, who were employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore and two Lakhs Rupees per financial year - Annexure 7.

(h) Name of top 10 employee of Company, who were employed for part of year, was in receipt of remuneration for that period which, in the aggregate, was not less than eight lakhs fifty thousand rupees per month.

Nil

(i) Name of employee of Company, who employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or wholetime director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company:

Nil

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)

The Company is committed and dedicated in providing a healthy and harassment free work environment to every individual of the Company. A work environment that does not tolerate sexual harassment. We highly respect dignity of everyone involved at our work place, whether they are employees, suppliers or our customers. We require all employees to strictly maintain mutual respect and positive attitude towards each other. The said policy is attached as Annexure 6 to the report.

Number of complaints pending as on the beginning of the financial year - Nil

Number of complaints filed during the financial year- Nil

Number of complaints pending at the end of the financial year-Nil

LISTING OF SECURITIES

The Equity shares of the Company are listed on the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited.

ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors express their appreciation for the assistance, support and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company globally.

For and on behalf of the Board

P.K. Khurana

Chairman & Managing Director

Place: Mumbai

Date: August 13, 2018