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July 30, 2021

National Stock Exchange of India Limited 2. BSE Limited Exchange Plaza Phiroze Jeejeebhoy Towers Plot No. C/1, G Block Dalal Street, Mumbai – 400 001. Bandra – Kurla Complex Tel: 2272 1233/8058 Extn- 8013 Bandra (E), Mumbai – 400 051 Fax No. 2272 2037/2039/ 2041/ 20 61 Tel: 2659 8452 Fax No.: 2659 8237-38

Dear Sir/ Madam,

Sub. : Annual Report for the Financial Year 2020-21

We wish to inform you that the 88th Annual General Meeting of the Company will be held on Wednesday, August 25, 2021 at 3.00 pm (IST) through Video Conferencing.

Pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Annual Report of the Company for the Financial Year 2020-21, which is being sent to the members of the Company through electronic mode.

This is for your information and record.

Thanking you

Yours faithfully, For EVEREST INDUSTRIES LIMITED

NEERAJ Digitally signed by NEERAJ KOHLI KOHLI Date: 2021.07.30 14:23:07 +05'30' NEERAJ KOHLI COMPANY SECRETARY & HEAD LEGAL

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ANNUAL REPORT 2020-2021

IMPROVING PEOPLES LIVES BY REIMAGINING SPACES

Reimagining the way India builds with new-age solutions.

India needs a new generation of building technology to fuel its growth. Everest is reimagining the future of construction, in a way that is more efficient, sustainable, and better performing.

We are helping to construct hospitals, schools, homes, factories, and offices faster, while gaining the support of India's leading architects, interior designers, and engineering firms as a leader in innovation.

Everest is changing the status quo, proving that materials that save time, energy, natural resources and manpower make sense for the country, and the planet.

EVEREST ROOFING SOLUTIONS

With a 87 year legacy of dependability and trust, Everest roofing solutions continue to prove that consistent quality, strength and longevity is the recipe for building a leading brand of roofing. Along the way we have introduced new innovations, like coloured roofing that today commands a premium.

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EVEREST BOARDS & PANELS

In a country where construction consumes vast amounts of resources, manpower, energy and time, Everest boards and panels are providing a more sustainable and cost effective alternative that provide architects and interior designers with a wide range of aesthetically designed boards for every application.

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EVEREST STEEL BUILDINGS

Everest Steel Buildings have built a truly staggering variety of pre-engineered buildings spanning, from five star hotels to airplane hangars, to the warehouses that are driving the logistics business across the land.

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CHAIRMAN’S ADDRESS

The world has been impacted severely by lockdowns on account of COVID19. This was a “Black Swan” event that severely impacted society and the economy. This period in the history has completely changed the way we live, work and interact. Given the uncertainty created by this pandemic, it has been extremely challenging to make predictions in terms of the economy going forward.

However, it is in these challenging times that the “tough get going”. Companies with value based leadership, strong business fundamentals and a loyal workforce, will be able to innovate their business models, plan and execute accordingly.

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ANANT TALAULICAR Non Executive Chairman

It gives me immense pleasure and a great sense of pride to inform all our stakeholders that Everest is reimagining the way we think of “spaces” to provide premier building solutions. Our reimagined Vision is “To Improve People’s Lives by Reimagining Spaces”. Along with this new Vision, we have crystallized our Core Values into three simple and fundamental ones:

RESPECT, EXCELLENCE AND INTEGRITY

We are absolutely committed to living out these values consistently and comprehensively across all aspects of our company, and towards all our external stakeholders. We are engaging every employee in workshops to discuss the value of these Core Values and internalize them deeply. We believe this approach will drive a deep transformation of Everest for the better.

REIMAGINE is our new brand “mantra” that pushes all our stakeholders to think “out of box” and push the envelope to create novel ways of construction of their homes, offices and commercial premises with Everest solutions. REIMAGINE encompasses the entire spectrum of our stakeholders - our target consumers thinking of innovative designs with our range of products and services; our channel partners with improved and efficient ways of retailing and distributing our products; our team at Everest creating better processes in all areas for the maximum positive impact. REIMAGINE also means that the status quo is not good and that good is not good enough. This mantra is bringing all the people and activities at Everest together and is becoming a part of our DNA. It is by REIMAGINING our business model, our structures and our processes that we have found the resilience to navigate through and emerge successfully in these extremely challenging times.

Macro-Economic Conditions

It has been more than a year since the pandemic disrupted the economy and created uncertainty in terms of a recovery. We believe, that as the restrictions and lockdowns are lifted, businesses will reopen and economic activity is likely to recover back to pre-COVID levels in the first half of FY 2023 thanks to significant pent up demand as well as stimulus packages and actions on the monetary front by governments across the world. As the world emerges from the current crisis, we are likely to experience higher commodity prices and inflation in the short to medium term. The pandemic has accelerated “digitization” significantly. This is expected to change consumer behavior and operating models of organizations across the world. Virtual engagements, work from home, hybrid methods of working and online commerce transactions are likely to be the order of the day.

ANNUAL REPORT: 2020-21 | 7

Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

The Indian Economy

This is the first time that the Indian economy has seen a contraction in at least four decades and this is the first GDP decline that was recorded since the country began publishing quarterly growth figures in 1996. India went into a full lockdown towards the end of March 2020, with the supply of all non-essential goods and services coming to a near halt for most of April 2020. COVID-19 struck India at a time when the underlying economic conditions were subdued on account of heightened global uncertainty and stress in the domestic banking and financial systems. The government and the Reserve Bank of India (RBI) announced several policy measures to provide relief to the affected sections of the economy, to reduce the possibility of business failures and to support the process of recovery. The government has also initiated some significant reforms in agriculture, mining, and public sector enterprises which should enable growth. However, we need to be cautious as the Indian economy is an integral part of the global economy and we need to be prepared to maneuver through some challenging quarters.

These are unprecedented times in human history. Never has our working and living environment changed so abruptly. With our renewed vision and core values, our people as our most important asset, and a sustainable growth agenda, I am sure that we will reimagine the future successfully together.

ANANT TALAULICAR

Non Executive Chairman

8 | Everest Industries Limited

1 CORPORATE OVERVIEW

1	CORPORATE OVERVIEW
	Corporate Information	10
	Board of Directors	12
	Management Team	14
	About Everest	16
	Our Vision	19
	Our Values	20
	Business Overview	21
	Case Studies	35
	Marketing	42
2	STATUTORY REPORTS
	Management Discussion and Analysis	44
	Notice	59
	Board’s Report	82
	Corporate Governance Report	114
3	FINANCIAL STATEMENTS
	Standalone Financial Statements	146
	Consolidated Financial Statements	194

Caution regarding forward-looking statements

In this annual report, we have disclosed forward-looking information to enable investors to comprehend our prospects and make informed investment decisions. This report and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expect’, ‘project’, ‘intend’, ‘plan’, ‘believe’, and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in assumptions. The achievement of results is subject to risks, uncertainties, and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

ANNUAL REPORT: 2020-21 | 9

CORPORATE INFORMATION

BOARD OF DIRECTORS	Anant Talaulicar - Non Executive Chairman
	Padmini Somani - Vice Chairperson
	Narotam Sekhsaria - Director
	Alok Nanda - Director
	B L Taparia - Director
	Bhavna Doshi - Director
	M L Gupta - Director
	Rajendra Chitale - Director
	Rajesh Joshi - Managing Director & CEO
COMPANY SECRETARY	Neeraj Kohli
AUDITORS	M/s S R Batliboi & Co. LLP
BANKERS	Axis Bank
	DBS Bank
	HDFC Bank
	ICICI Bank
	Kotak Mahindra Bank
	State Bank of India
	Yes Bank
REGISTERED OFFICE	Gat 152, Lakhmapur, Taluka Dindori,
	Nashik - 422 202
REGISTRAR AND	MCS Share Transfer Agent Limited
SHARE TRANSFER AGENTS	F-65, Okhla Industrial Area,
	Phase – I, New Delhi - 110 020

ANNUAL REPORT: 2020-21 | 11

BOARD OF DIRECTORS

Anant Talaulicar

Non Executive Chairman

B.E. (Mech), Master’s degree in Engineering (University of Michigan) and MBA (Tulane University). He has 34 years of rich experience (16 years in the U.S.A) in the fields of Manufacturing, Project Management and Finance.

Padmini Somani

Vice Chairperson

Ms. Padmini holds a postgraduate diploma in Economics from London School of Economics and MSc in Financial Economics, University of London. She has experience in multiple sectors including technology, human capital, financial intermediation, retail, and general management. She has been active in the philanthropic and development space. She has been recognised for her work in youth education, health, and livelihood programs.

Narotam Sekhsaria

Director

Mr. Sekhsaria is a Chemical Engineer from the Institute of Chemical Technology, Mumbai. A doyen of the Indian Industry and one of the most respected business personalities in India, he introduced new standards in manufacturing, management, marketing efficiency, and corporate social responsibility to an industry he has helped transform. He successfully built Ambuja Cement into the most efficient and profitable cement company in India.

Alok Nanda

Director

Founder and CEO of Alok Nanda & Company Communications Pvt. Ltd, a creative brand consultancy. He has advised some of India’s leading brands and companies which includes Lodha – India’s largest real estate developer, Marico, Unilever, Ambuja Cements, Taj Hotels, Quikr, IDFC Bank, TrueNorth – a leading private equity firm and Kotak Bank.

Bhavna Doshi

Director

Fellow member of Institute of Chartered Accountants of India. An expert in taxation, restructuring, business valuation, she has contributed immensely to several Indian companies and MNCs over the last 3 decades.

M L Gupta

Director

B.Tech. (Hons.) from IIT Kharagpur. He has 45 years of experience in the Cement and Building Products industry in production and commercial decision making. He was the Managing Director of Everest from 2002 to 2010.

Rajendra Chitale

Director

Chartered Accountant & LLB, Managing Partner of M/s Chitale & Associates, a leading boutique international structuring, tax, and legal advisory firm, and MP Chitale & Co., a reputed accounting firm. He has been part of several prestigious committees, including the Insurance Advisory Committee of the IRDA, the Company Law Advisory Committee, Government of India, the Takeover Panel of the SEBI, the Advisory Committee on Regulations of the Competition Commission of India.

Rajesh Joshi

Managing Director and CEO

B.E. (Electronics & Communication), MBA. He has over 25 years of experience which ranges from consumer products, telecom and retail. He has worked in companies like Asian Paints, Bharti Airtel and Pidilite.

B L Taparia

Director

B.Com., L.L.B., F.C.S. He has more than 40 years of experience in legal, secretarial, finance and accounts, taxation, procurement, internal audit, HR, health and safety, sustainability areas, and corporate governance.

ANNUAL REPORT: 2020-21 | 13

MANAGEMENT TEAM

Pramod Nair

Chief Financial Officer

BCom. And Chartered Accountant. He has 14 years of rich experience in managing finance primarily in FMCG companies and has worked with Hindustan Unilever Limited and True North Managers, an Indian private equity firm. He is an expert in performance management, accounting, commercial, Finance controllership and Business Process Transformation.

Rahul Chopra

Business Head – Building Products (Boards & Panels)

B.A.(Economics). He has been with Everest since 1987. He is today an expert in rural marketing, business operations, market activation, brand building, and handling a large sales force.

Neelabh Kumar Singh

Business Head, Building Products (Roofing)

Neeraj Kohli

Company Secretary and Head Legal

B.com (Hons) from Shri Ram College of Commerce, Delhi University, Fellow Member of the Institute of Company Secretaries of India, Associate Member of the Institute of Cost Accountants of India, and LL.B. from Delhi University. He has rich experience of 30 years in Secretarial and Legal matters.

MBA in Sales and Marketing from Devi Ahilaya University, Indore. In his career span of 25 years, he has spent 20 years in the Building Material Industry. His rich experience has made him an expert in marketing, especially in Rural India and the consumer service sector.

S Krishnakumar

Business Head – (Steel Buildings)

Niranjan Gokhale

Head Strategy

B.E. (College of Engineering, Pune), Master’s degree in Engineering (Lehigh University, USA); MBA (McMaster University, Canada); CPIM from APICS (USA). He has about 28 years of experience in USA, Canada, India and South Africa with global Automotive, Consulting, Chemical & Fertilizers and Industrial Goods companies such as Coopers & Lybrand, Ford, Foskor and Tata Group in the fields of Finance, Manufacturing and Product & Project Management.

Sulaksha Shetty

CHRO / VP HR

MA and Masters in Labour studies from University of Mumbai. She has more than two decades of experience. She has worked in organization such as Godrej and Boyce, Saint Gobain, Holcim (ACC Ltd.) and Abbott Healthcare. Sulaksha is Founder Director of Lead Earth Foundation, NGO established to work on Sustainable Development and to support Inclusive Growth. Founder director of social enterprise, Life Is Beautiful Business Services Pvt Ltd.

BE (Mechanical) and EMBA, SPJIMR. He has over 25 years of experience across domains of manufacturing, engineering, project management, and sales & marketing. Prior to joining Everest, he was with L&T Heavy Engineering as Head of International Business & Marketing.

Ashish Choudhary

Head Operations and Supply Chain Management

A Course in mechanical Engineering, Bachelor in Business Administration and MBA from Kelley School of Business (Indiana University, USA). He has 31 years of experience in the field of Manufacturing and Supply Chain Management. He has worked for 6 years in Kirloskar Brothers Ltd and 25 years in Cummins India Ltd and performed various roles like Plant Head, Ops & Supply Chain Director and Manufacturing Excellence Director. He has also worked for 1 year as an expat assignment in Cummins Plant in UK. He is 6 sigma green belt certified and 6 sigma certified sponsor.

ANNUAL REPORT: 2020-21 | 15

ABOUT EVEREST

Everest has transitioned from a roofing company to a comprehensive building solutions provider. Today, the company offers a wide range of fibre cement roofing products for residential, industrial and commercial sectors and pre-engineered steel buildings for industrial and commercial sectors.

Everest is helping architects, interior designers and builders reimagine the construction landscape with new-age building solutions and certified green offerings such as rooftop solar solutions. Our modern construction materials enable them to deliver their vision with speed and efficiency, in a sustainable, eco-friendly manner, while opening up a world of aesthetic and design possibilities.

7,000+ Dealers

1,00,000+ Villages

600+ Cities

1 Bn. sq. mts. Roofing Products Installed across India

30+ Applications offering Complete Building Solutions

3,000+ Pre-Engineered Steel Buildings

ANNUAL REPORT: 2020-21 | 17

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ROORKEE,
UTTARAKHAND
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RANCHI,
JHARKHAND
BHARUCH,
GUJARAT KATNI,
MADHYA PRADESH KOLKATA,
WEST BENGAL
BALESHWAR,
ODISHA
NASHIK,
MAHARASHTRA
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COIMBATORE,
TAMIL NADU
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8 STATE OF ART MANUFACTURING FACILITIES

TOTAL CAPACITY (MTPA)

72,000 STEEL BUILDING

9,50,000 BUILDING PRODUCT

ROOFING BOARDS AND PANELS STEEL BUILDINGS

18 | Everest Industries Limited

OUR VISION

Everest’s 87 year history is marked with a series of milestones that are testament to our continuous evolution as a company. In 2020, we embarked on another transformational journey, impacting our people, processes and products, with a new brand positioning of ‘Reimagine’. This powerful notion is letting us rethink our industry and devise inventive solutions that offer value to all our stakeholders - shareholders, employees, customers, trade partners, suppliers and the communities we operate in. It is in this spirit that we have coined a new vision statement for Everest:

To improve people’s lives by reimagining spaces.

ANNUAL REPORT: 2020-21 | 19

Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

OUR VALUES

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At Everest, we believe in continuing growth through innovation and high performance. But equally that exceptional results should be achieved in a way that's consonant with our core values. These values are non-negotiable; they are a way of life at Everest, deeply etched into our people’s hearts and minds. We judge all our actions by these values and demonstrate them in action every day at Everest.

Respect

{ri-spekt} noun

To care for and value all people, regardless of their position, race or gender.

To care for the interests of the company as your own, so your every word and action reflects it.
To respect and protect the environment with every decision you make.

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Excellence

{ek-suh-luhns} noun

To continually raise the bar beyond the expected in everything you do

To deliver with speed and innovation
Excellence is an outcome of sincerity, passion and an inner commitment to succeed

Integrity

{in-teg-ri-tee} noun

To live by your word to customers, colleagues and your business partners

To act with honesty, fairness and transparency. To follow the law in letter and in spirit.
To do the right thing, even when no one is looking.

20 | Everest Industries Limited

BUSINESS OVERVIEW

Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

BUILDING PRODUCTS

The building products division of Everest offers a wide range of products as well as accessories – Fibre cement Roofing and Fibre cement boards and panels which can be used for applications like ceiling, wall, flooring, and cladding. This business segment accounted for 64% of the company's revenue in FY21. For industrial, commercial, and logistics applications, the Steel Buildings segment provides unique, customised Pre-engineered buildings and Smart Steel Buildings. The company is one of the pioneers and one of the largest Pre-Engineered Building (PEB) solution providers in India, having designed and erected more than 3,000 PEBs. This segment accounted for 36% of revenues in FY21.

ROOFING

Everest has long been a pioneer of roofing solutions in India. The company started its journey 87 years ago, manufacturing AC roofing sheets. Guided by the philosophy of Reimagine, Everest today has reimagined the entire roofing ecosystem through a series of continuous innovations and new offerings. Ranging from colour options to varied materials used for manufacturing, Everest’s new-age roofing products offer durability, sustainability, affordability, and aesthetics. Everest’s roofing product portfolio caters to clients across the residential, commercial, and industrial sectors. The company commands strong brand loyalty with its customer base and channel partner network. The high quality roofing sheets and accessories are manufactured in 6 state-of-art manufacturing plants spread across the length and breadth of the country. To serve the discerning consumers, the company has a widespread distribution network in 1 lakh villages and 600 towns. It’s only fair to say that ‘brand Everest’ is indeed synonymous with roofing in India.

22 | Everest Industries Limited

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EVEREST FIBRE CEMENT ROOFS

Everest Fibre Cement Roof established Everest as a pioneer in the field of roofing solutions. Introduced in the pre-independence era, in the year 1934 – Everest was India’s first manufacturer of AC sheets. Made with the best quality fibre and cement, these sheets are manufactured using a specially developed fibre orientation process, called the ‘Fibre Lock Technology’. This unique process imparts unmatched strength to the sheets. The products also undergo rigorous quality control checks. Everest roofing sheets are an affordable roofing alternative, for a wide variety of purposes and applications. They are low on maintenance, easy to install, fire-resistant, and economical. These sheets are commonly used in rural areas for purposes such as animal shelters and poultry farms, residential applications, and commercial applications. In other words, Everest Fibre Cement Roofing Sheets are the most suitable and affordable option for a durable, pucca roof.

ANNUAL REPORT: 2020-21 | 23

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

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EVEREST SUPERCOLOUR

To cater to the growing aspirations of rural India, Everest launched India’s first coloured cement roofing sheet - Everest Supercolour. It is the company’s premium offering in the roofing segment. In addition to colour options, these sheets are enriched with 3-in-1 benefits: they are heat repellent, anti-fungal, and water-resistant. Everest Supercolour sheets are available in 3 primary colours: Super Red, Super Yellow, and Super Green. Additionally, the company has launched 3 new variants as well in South India – these are metallic coloured sheets in Blue, Copper, and Gold. Its low thermal conductivity properties keep the indoors cool, thereby making Everest Supercolour a preferred choice for consumers – for both, residential and commercial applications. Everest Supercolour forms the backbone of Everest’s marketing initiatives as well. Riding high on the success of its ‘Apni Pehchaan’ campaign, today more than 2,000 dealer counters across India are part of this initiative to help create their own, and their customers’ unique identity.

24 | Everest Industries Limited

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ROOFLIGHT

Everest Rooflight is a best in class polycarbonate roofing sheet made using virgin polycarbonate resins. It is manufactured using an advanced co-extrusion process. This process and choice of quality raw materials ensure uniform thickness, excellent UV resistance, optimum strength, and the long life of the product. Its high impact strength and impressive physical properties make it an ideal choice to provide natural light for industrial, commercial, and agricultural purposes. Rooflight is available in two profiles – the Big Six Profile (compatible with CBS AC Sheets) and P7 Profile (compatible with Everest Hi-Tech Sheets).

ANNUAL REPORT: 2020-21 | 25

Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

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HI-TECH

Hi-Tech is India’s first non-asbestos corrugated cement roofing sheet, which replaces asbestos fibres and gives it high-impact resistance. Hi-Tech is reinforced with a blend of strong factory-produced fibres enriched with HIPP (High Impact Polypropylene). Hi-Tech meets all domestic and international norms of safety, environment, and pollution control for building products. Available in a range of colours, these pre-painted sheets require low maintenance and resist the impact of weather, sunshine, UV rays, algae, and chemical corrosion. It is increasingly becoming the go-to choice for industrial purposes for those who wish to upgrade their roofing from either metal or UPVC.

26 | Everest Industries Limited

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BOARDS AND PANELS

Everest Boards are the future of building materials and modern solutions. Aimed at speeding up the construction process, Everest Boards provide durability, moisture resistance, fire resistance, and termite resistance. In addition to all these properties, Everest Boards are 100% eco-friendly and comply with global green standards. Everest Boards can be used in many different applications, making it a go-to product for architects and interior designers. They are commonly used as cladding, ceilings, walls, facades, wall partitions, interior and exterior wall lining, pre-fab structures, drywalls, and mezzanine floors.

Everest Boards are made in state-of-the-art plants using a digitally controlled process from a homogeneous mixture of Portland cement, treated cellulose fibres, finely ground silica quartz, and other selected mineral fillers, making them environmentally sustainable. Everest has developed a green and innovative multipurpose cement board using cutting-edge European technology. Everest has two modern plants in Nashik and Roorkee that manufacture these new age building products.

ANNUAL REPORT: 2020-21 | 27

Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

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ARTEWOOD

Artewood is a high-end, pre-finished plank that is made with cutting-edge technology. Artewood planks are excellent examples of responsible, revolutionary, and environmentally friendly new-age building materials. It's available in Ebony, White Pine, and Dark Walnut and has a teakwood texture and smooth finish. It is strong and durable, so can be used for external applications as well as internal applications since it is flexible and dimensionally stable.

28 | Everest Industries Limited

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HEAVY DUTY BOARDS

Everest Heavy Duty Cement Boards are used for various kinds of applications – impact resistant walls, dynamic load load-bearing floors, or minimal maintenance façade claddings. They are exceptionally stable in dimensions and can withstand prolonged exposure to fire, toxic environment, and high wind pressure. In tricky situations, like internal wet area linings, Everest Heavy Duty Boards are the perfect solution. Everest Heavy duty Boards are special-purpose boards that are ideally suited for industrial as well as commercial applications. They are also a great choice for residential purposes as they are resistant to damages caused by permanent dampness or seepages.

ANNUAL REPORT: 2020-21 | 29

Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

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RAPICON WALLS

Everest Rapicon Wall allows for Smart Dry Construction while ensuring speed of construction. These sandwich panels are made up of two Everest Wall Board skins that are filled with Fibre Reinforced Aerated Cement Concrete (FRACC), giving them the solidarity of a brick or block wall. The unique tongue and groove joining system enables faster construction and these panels can be finished in a variety of choices like paint, veneers, texture coatings, and wallpaper.

30 | Everest Industries Limited

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DESIGNER CEILINGS

Everest Designer Ceilings give the discerning consumers a break from the mundane false ceilings. Aesthetically designed self-embossed ceilings, these come in Lake & Hill, Oceanic, Electra, and Cascade textures. They are simple to install and provide immediate access to the ventilation system, thereby making any subsequent repairs and changes relatively easier. They're made with a basic mix of cement, cellulose, pulp fibres, and additives using advanced processes. This process not only makes them extremely durable, but also fire, moisture, and termite resistant.

ANNUAL REPORT: 2020-21 | 31

Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

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STEEL BUILDINGS

Due to continuous urbanization, upcoming infrastructure projects and a growing population base, the construction industry in India is booming. With huge ongoing project opportunities, it is the third largest contributor to economic growth. But construction is very often seen as a ‘traditional and slow-moving process. Productivity has long been a source of concern, with the industry under constant pressure to produce more durable and cost-effective solutions. Everest has reimagined a solution to address this issue by introducing Pre-Engineered Steel Buildings, which by far are the fastest mode of construction and have gained worldwide popularity due to its inherent advantages. Everest makes it easier for its clients by providing integrated solutions that include everything from project briefing to final on-site installation, as well as other services.

32 | Everest Industries Limited

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PRE-ENGINEERED BUILDINGS

Everest Pre-Engineered Buildings give the customers an innate advantage to get the building designed as per space and need and can be used for both industrial and commercial purposes. These factory made buildings can be designed and manufactured, for logistical units and warehouses, food and beverage facilities, shipyards, exhibition centres, schools and colleges, showrooms, and multi-story structures etc. Pre Engineered Buildings provide a quick, solid, secure, and one-stop-shop construction solution for a wide variety of applications. The highly experienced team at Everest, designs, engineers, manufactures, ships, and erects steel buildings to meet the unique needs of each client.

ANNUAL REPORT: 2020-21 | 33

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

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SMART STEEL BUILDINGS

Smart Steel Buildings are a mix of structural steel and Light Gauge Steel Frame systems offered by Everest. Cold-shaped steel parts are used to fabricate structural frames in light gauge steel framing systems. They're used for low-rise structures like staff housing, site offices, rooftop extensions, schools, and hospitals, particularly well-suited for complex terrains like seismic, hilly, coastal, and high-wind zones.

34 | Everest Industries Limited

CASE STUDIES

Overview

Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

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THE TASK

The COVID-19 pandemic spawned an ever-rising demand for healthcare facilities. It put significant stress on the current healthcare resources and system in India – which was seemingly underprepared and underequipped for such a drastic situation. There was an urgent need for new-age building solutions which could facilitate the rapid construction of hospitals and make-shift healthcare centres. A total area of 76,762 sq. ft. was demarcated to be converted into a COVID centre in Vashi, Mumbai.

PROBLEM STATEMENT

As the country, particularly Maharashtra went under a strict lockdown and the movement of building materials became extremely difficult, it was a herculean challenge to arrange for the required construction materials. All the required materials needed to be made available in time at site for the completion of the project – and to get the healthcare centre functional at the earliest.

36 | Everest Industries Limited

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ACTION PLAN

Everest proposed using its Heavy-Duty Boards for this project. Everest Heavy Duty Boards are the ideal construction material required for rapid construction. This new-age product comes in a variety of thicknesses, and it is easy to install. It requires very little maintenance and has excellent impact and fire resistance. These boards are not susceptible to termite attacks and do not rot as they have moisture-resistant properties. This makes Everest Heavy Duty Boards an excellent choice for applications like internal walls, external walls, wall lining, duct encasing, and flooring. The material was routed through Everest’s Lakhmapur plant (LW) in Nasik district - which is one of the seven state-of-the-art manufacturing facilities of Everest, located nearest to the project site.

RESULT

A total area of 76,762 sq. ft. was eventually converted into a fully functional COVID centre in a mere 25 days! Everest’s products, combined with the efforts of our team were immensely admired by the architect involved, local municipal authorities, and the urban development department. They praised our commitment to customer service, quality, and innovation. Everest Boards are now being recommended by many architects and builders for building COVID facilities across the country. In past year, Everest has built many more facilities in cities like Nagpur, Indore, Bharuch, Gadchiroli, Raipur, Lucknow, Delhi, Chandigarh, Ambala, Hathras, and cities in West Bengal to name a few.

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PROBLEM STATEMENT

Situated along the coastal belt of Gujarat in a town named Veraval, a renowned Indian brand of textiles, has one of its biggest facilities here.The factory set-up was initially built using a combination of metal roofing sheets and UPVC roofing sheets. However, the major complaint from the start has been that of overheating. Due to the nature of the processes undertaken in the manufacturing of textiles, and with several elements like boilers and steam-emitting machines placed within the facility – the temperatures indoors are soaring high, making it unbearable for the staff to work under the current roof. Furthermore, the metal sheets have started to corrode and leak over the years as well.

THE TASK

The client went out on the hunt for alternative roofing solutions. Many suggested they try regular AC sheets. However, due to global environmental standards and compliances, they were unwilling to opt for this option. Their requirements were clear – they needed the aesthetics of metal roofing sheets, but the strength of cement. They needed a material that would provide a cool ambient temperature indoors and be a long-lasting investment.

38 | Everest Industries Limited

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ACTION PLAN

Our sales team pitched Everest Hi-Tech roofing sheets to the client. Everest Hi-Tech non-asbestos sheets fitted their requirements perfectly. Meetings were set up with the company personnel, and client agreed to try out Hi-Tech on their facility, as a roofing solution.

RESULT

The client is extremely satisfied with Hi-Tech. Post-installation, the temperatures indoors have drastically reduced, there are no more leakages, and the client is pleased with the aesthetics of the product as well. The client agreed to go ahead with Hi-Tech as their choice of roofing sheets for the next phase of the replacement of roofing sheets.

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Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

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SITUATION

ESBS was bidding for a prestigious project for a commercial airplane hangar with a clear span of 93 m in one of India’s leading metros. The end-user (airline) and PMC had specific limitations of floor area usage strictly imposed by the authorities that was making the design of airplane hangar impossible by conventional methods – called as “fixed base” design.

SOLUTION

ESBS design team worked with the consultant/ PMC and understood the reason for the limitations in space. Once the same was acknowledged as non-negotiable, the design team from Everest revisited the design concept, and successfully performed the design using the “pinned base” philosophy.

INNOVATION

In a fixed base design, the vertical columns that support the structure transmit both the imposed loads as well as the moment to the base via their base plates. Since the size of the base plate has a direct bearing on the size of the concrete pedestal where anchor bolts are cast, this directly causes the civil work sizes to increase in the form of a heavier pedestal.

40 | Everest Industries Limited

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INNOVATION

In a pinned base design, the moments are absorbed and compensated at the joint between the column (vertical member) and rafter (horizontal member). This means that the coupler between the column and rafter (called “haunch”) is designed to be much heavier and rigid.

The key challenges in a pinned base design include heavier haunches, iterative designs, including use of kicker elements (plates provided at the haunch) to compensate the higher loads, higher deflections at the centre of the rafters. These require an intimate understanding of the interplay between the various forces and sensitivity of members to each. ESBS design team is very well versed with these complexities and could easily handle this complex design without compromising the integrity or safety of the hangar.

OUTCOME

By using a pinned base, the area of the base plate was reduced by nearly 70% and overall saving of 10% was affected in the weight. In addition, the inside-to-inside and outside-to-outside dimensional limitations of the hangar were also maintained.

This is the first case where a pinned base has been used for a large clear span building (over 90m), thus pioneering the implementation of this concept as per customer requirement.

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MARKETING

The COVID-19 pandemic put a halt to almost all marketing activities planned for the year gone by. However, with new constraints and challenges, Everest’s marketing team took the decision of exploring the world of digital marketing. Before this, platforms like social media and e-commerce websites were seen as unconventional avenues, particularly for the building materials and solutions Industry. However, hopping on with a first-mover advantage – Everest started actively marketing on platforms like Facebook, WhatsApp, and IndiaMart.

DIGITAL

The average Indian rural customer spends more time on the phone than the average urban customer. The way information is being disseminated has completely changed. Everest has evolved into an integrated digitally engaged business. The business is doing everything it can to understand the promise of the digital world, from developing a dominant social media presence to engaging consumers to place orders online. The company is aggressively promoting on all social media sites, including Facebook, Instagram, and LinkedIn, where the core audience of architects and designers has shown a high level of interaction. Because of numerous marketing campaigns that have been initiated on social media, there has also been a high level of interaction with end users. The company’s focus remains on digital media, and we continue to engage with the target audience even during these unprecedented times.

The following initiatives were undertaken during the year–

A Facebook page for Everest Supercolour was started, with an innovative concept of personalised ‘Apni Pehchaan’ videos for customers and channel partners alike, being uploaded and shared on the page. During the lockdown phase, the page actively highlighted the good deeds and initiatives undertaken by the company’s channel partners, as part of the ‘Doing Good Together’ campaign.
The team at Everest actively generated and serviced leads for roofing on IndiaMart. Once restrictions were eased out, ATL and BTL activities were kickstarted again, in a limited capacity. Roofer meetings, keeping social distancing norms, were organised across India.
The “Apni Pehchaan” campaign, which reflects the spirit of creating consumer's own unique identity and thereby creating a sense of belonging towards the Supercolour product, continues to increase the company’s reach in the rural areas. The vibrant colours not only draw attention to the home but also represent the fine taste and bold decision.
Additionally, a focused initiative called ‘Reimagine Gujarat’ was started– aiming to increase the Supercolour conversion. As part of the Reimagine Project, bus panel advertisements and auto-rickshaw branding were carried out all across northern and southern Gujarat. TV commercials were aired along with newspaper ads in popular publications. This was supported by digital marketing efforts which yielded significant results and growth.

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MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW OF GLOBAL ECONOMY

FY 2021 has been an exceptional year in recent human history. COVID-19 pandemic created a major disruption in human life that impacted the world economy and continues to do so in many parts of the world. For several months, uncertainties and panic paralysed most economic activities in both developed and developing economies. The pandemic exposed the systemic vulnerability of the world economy. As the world continues to battle the pandemic, building economic, social and environmental resilience will enable recovery from this crisis.

World gross domestic product (GDP) fell by an estimated 4.3 percent in 2020, the sharpest contraction of global output since the ‘Great Depression’. The pandemic hit the developed economies the hardest, due to the strict lockdown measures that many countries in Europe and several states in the USA imposed early on during the outbreak. The developing countries experienced a relatively less contraction and their output shrank by 2.5 percent in 2020. Economies in developing countries are projected to grow by 5.7 percent in 2021.

Economic activity is expected to further strengthen in the second half of this year and firm in the next year, as improved COVID-19 management aided by ongoing vaccination allows for an easing of pandemic control measures. Global growth is projected to be moderate at 3.8 percent in FY 2022. The global recovery, which has been dampened in the near term by a resurgence of COVID-19 cases, is expected to strengthen over the forecast horizon as confidence, consumption, and trade gradually improve, supported by ongoing vaccination.

major dent in the recovery. However, the vaccination drive is expected to provide an impetus for the recovery of the economy.

The Government of India, under its ‘Make in India’ initiative, is trying to boost the contribution made by the manufacturing sector to take it to 25% of the GDP from the current 17%. The government plans to make India a USD 5 trillion economy by 2026 for which various initiatives have been undertaken in the last few years to improve ease of doing business, it is encouraging ‘Make in India’, inviting foreign companies to India with schemes like PLI (production-linked incentive) and has shown the willingness to change the labour laws, policies related to agriculture.

On account of increasing sentiment to reduce dependence on China, international companies in Asia and Europe are looking for opportunities to invest in India. Interest in Asia is led by Japan, Korea and Thailand. Some of these enquiries are in sectors such as agrochemicals, building products, logistics, packaging, and new-age technology including electronics, sectors where there was limited interest in the past.

RURAL INDIA GROWTH

Agriculture is the primary source of livelihood for about 58% of India’s population. Gross Value Added (GVA) by agriculture, forestry and fishing was estimated at ₹ 19.48 lakh crore in FY 2020. Growth in GVA in agriculture and allied sectors stood at 4% in FY20. India is among the 15 leading exporters of agricultural products in the world. Agricultural export from India was USD 35.09 billion in FY 2020.

OVERVIEW OF INDIAN ECONOMY

FY 2021 started with a nationwide lockdown in India. This impacted not only human lives but also livelihood which was the result of the reduced economic activities in the country. However, as the COVID restrictions started to ease, the economic activities continued to pick much faster than expected. India has been one of the fastest-growing major economies in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years with a robust democracy and strong global partnerships. The Economic Survey has projected that the economy will grow at 11 percent in 2021-22, up from a historic decline of 7.7 percent in 2020-21 on account of the COVID-19. However, the second wave of COVID hit the country towards the end of FY2021 and has made a

The Government of India continued to launch several schemes for enhancing the agricultural sector. The Pradhan Mantri Krishi Sinchai Yojana (PMKSY) with an investment of ₹ 50,000 crores is aimed at the development of irrigation sources for providing a permanent solution to drought. The Department of Expenditure, Ministry of Finance has released an amount of ₹ 12,351 crores to 18 States for providing grants to the Rural Local Bodies (RLBs). The Union Budget estimate for FY 2021 towards MNREGA was ₹ 61,500 crores. As a part of fiscal stimulus, it was increased to ₹ 111,500 crores.

The agriculture sector in India is expected to generate better momentum over the next few years due to increased investment in agricultural infrastructures such as irrigation facilities, warehousing and cold

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Overview Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

storage. This will boost the growth prospects and directly and indirectly boost the rural economy and per capita income of the rural population.

Rural India was largely spared during the first wave of infections, which peaked in September, as the farm sector grew 3.6 per cent in the fiscal year that ended in March. The reverse migration created excess pressure on the agriculture and rural economy. COVID-19 is expected to have both short and long-run effects on the rural economy in India.

URBAN INDIA GROWTH

Urbanisation is expected to contribute more than 65-70% of India’s GDP by 2020. The government has also been focusing on the development of smart cities in India. Expediting the process of project approvals can help the government fulfil the mission of smart cities, and alleviate infrastructural gridlock in tier 1 and tier 2 cities, where most of the population is concentrated. By 2030, cities in India are estimated to house close to 40 percent of India's population. The impact of Covid-19 was more pronounced in metros and bigger towns, resulting in a slower recovery in urban markets.

and induced effects in all sectors of the economy. As per March 2021, IBEF report Real estate is expected to grow at 19.5% CAGR from 2017 to 2028.

Development focus on mid and affordable segments is expected to continue. In 2020, more than 80% of the new launches were in the sub Rs 10 million category. Moving ahead, new launches will remain concentrated in these price segments with developers trying to reap the benefits of strong pent-up demand in these segments. The Government of India’s ‘Housing for All’ initiative is expected to bring US$ 1.3 trillion investments in the housing sector by 2025. The scheme is expected to push affordable housing and construction in the country.

The focus on a healthy lifestyle in the post-COVID era will shift preference towards larger homes in self-contained complexes with facilities like a gym, green open spaces and access to daily necessities. Moreover, with Work from Home (WFH) becoming a reality, suburban markets will become attractive since they offer lower density environments and more spacious apartments at affordable rates.

OUTLOOK

INDUSTRIAL SECTOR IN INDIA

The Indian manufacturing sector has emerged as one of the high growth sectors in India. With programs such as ‘Make in India’ and ‘Atmanirbhar Bharat’, the government is providing a much-needed boost to the manufacturing sector while seeking to attract large- scale foreign investment. The government aims to create 100 million new jobs in the sector by 2022. The Gross Value Added (GVA) from the manufacturing sector grew at a CAGR of 5% between FY 2016 and FY2020.

The manufacturing sector of India has the potential to reach USD 1 trillion by 2025. Post-implementation of the Goods and Services Tax (GST) India has become a common market with a GDP of USD 3 trillion. This makes India a very attractive proposition for investors. The development of industrial corridors and smart cities will ensure the holistic development of the nation. The corridors would further assist in accelerating the pace of industrial development and promoting advanced manufacturing practices.

REAL ESTATE SECTOR AND HOUSING GROWTH

The real estate sector comprises four sub-sectorsHousing, Retail, Hospitality, and Commercial. The growth of this sector results in demand for office space as well as urban and semi-urban accommodations. The construction industry ranks third among the 14 major sectors in terms of direct, indirect

We are cautiously optimistic about the growth in the roofing business given the probability of a good monsoon and government spending in the rural sector. The increase in steel prices also helps in the shift from metal sheets to AC roofing sheets. However, the spread of the second wave of COVID 19 to rural areas may impact demand.

As this annual report is being published, India is going through a very challenging situation on account of fatalities caused by the second wave of the COVID-19 pandemic. However, with more people working from the safety of their homes, the demand for home improvement and domestic real estate is expected to revive. In the short run challenges like fewer project launches, deferred handovers, extended timelines and fewer walk-in inquiries for the real estate markets can be expected. During such uncertain times, Indian real estate and allied manufacturing industries like Everest will innovate and create new products and market segments to continue to drive demand for boards & panels products.

For the ESBS business, the move by global corporations to shift production bases from across the world to India as a result of the COVID-19 pandemic is likely to create the next round of opportunities. We see opportunities in Grade-A warehouse for logistics, pharma and data sectors to continue. In general, the sentiments point to an improved investment climate, though the high levels of steel prices are a challenge. We anticipate the volatility in respect of steel prices to continue for a while.

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BUSINESS SEGMENT OVERVIEW

ROOFING INDUSTRY

Several affordable housing activities supported by the governments of various nations, for instance, Pradhan Mantri Awas Yojana (PMAY) in India, and others, are contributing towards the growth of the real estate industry, which is anticipated to raise the demand for roofing products. Based on product, the market is segmented into AC sheets, clay tile, metal roofs, plastic and others. The roofing market is expected to grow at a CAGR of 4-5% in the next 5 years.

Asbestos Cement Sheet (ACS) industry witnessed a sharp recovery in demand on account of strong demand in rural India on the back of improved liquidity in rural India, good monsoon, higher farm income and return of migrant labour to their rural homes on account of COVID-19. A sharp rise in the price of steel in FY 2021 resulted in the shift of preferences from metal sheets to AC roofing. This is also believed to be one of the factors that helped in an overall increase in industry volumes.

COST

The cost of the inputs has increased during the year due to the hike in Raw material prices. There was a increase in Asbestos fibre prices. Cement, which is the other key raw material apart from asbestos fibre,

also witnessed an increase.This resulted in an increase in material costs and created pressure on profitability.

MARKET

The Fibre Cement Roofing Sheets industry in India stood at 4.1million MT, in value terms that would translate to ~ INR 4,400 crores. The market is dominated by the top six players, which accounts for 75% - 80% of the market based on the November 2020 SMIFs Ltd. Research Report.

OUR BUSINESS PERFORMANCE

The Roofing Business saw good volume and value growth on account of the rural demand caused by the reverse migration. Judicious price increase and cost rationalisation measures were undertaken during the year which included cutting down on costs incurred on dealer related schemes, sales promotions and travelling. Fortunately, in FY 2021 the Indian Rupee (INR) was fairly stable. As a result, Everest was able to contain the increase in total cost (manufacturing, conversion and overheads) and improve its profitability.

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BOARDS AND PANELS INDUSTRY

Fibre cement boards and panels are composite building and construction materials, mainly used in roofing and facade products due to their strength and durability. Fibre cement boards are made up of silica, cement and cellulose fibres. It is a combination of cement and reinforcing fibre that contributes to making the fibre cement material even stronger. With a growing population, the demand for residential construction has seen an upsurge in the recent past. There are many innovations in the kind of materials being used in construction activities.

In India, the Fibre Cement Boards market is growing at a CAGR of 8-10 % by volume, driven by growth in the urban housing sector and the change in demographics of population, resulting in a preference for hassle free fast construction and aesthetic products, which provide the necessary functionality and are environment friendly also. The Fibre Cement Board segment is witnessing a strong recovery in demand despite being an urban-centric product. This is primarily due to a) affordable replacement to traditional products like plywood, gypsum boards and calcium silicate boards; b) increasing applications like mezzanine flooring, false ceiling and wet wall applications; and c) increasingly used for creating temporary structures, particularly for large scale facilities for treatment of Covid-19.

They can easily be manufactured to look like natural wood planks. It can maintain the aesthetic properties of the house as it does not compromise on the traditional design and thus, increases its acceptance to homeowners. Role of fibre cement board in making fire-resistant buildings will be a major opportunity for the fibre cement board market in the coming future.

OUR BUSINESS PERFORMANCE

Everest is focusing on growing the value-added product portfolio, to cater to the growing demands of the consumers. Everest Artewood, Artestone, Rapicon Walls, Cement Wood planks, Designer Ceiling tiles and Heavy-Duty Boards are being adopted by architects and interior designers. Everest is creating awareness about its products and solutions by participating in numerous activities and forums and providing training to applicators. FY 2021 was extremely challenging especially during the first 2 quarters on account of COVID-19. However, Everest was able to make significant progress in developing new customers in Healthcare, Infrastructure projects, Commercial Offices and individual Homes which emerged as major users of Everest Boards.

48 | Everest Industries Limited

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STEEL BUILDING INDUSTRY

The Indian Pre-Engineered Buildings Market continues to grow by leaps and bounds. Pre-engineered steel buildings can be built in one third of the time it takes to put up a similar-sized reinforced cement concrete-based building. The market growth can be attributed to various government initiatives focusing on overall economic growth through manufacturing and infrastructure development which has resulted in increased demand for steel structures. Moreover, the burgeoning construction sector in the country will escalate market growth even further.As per the recent Market Research Future Report (MRFR) the India pre-engineered buildings market can gain USD 3.56 Bn value by 2023 with a CAGR growth of 11.66%.

Key growth drivers of the PEB Industry include:

Growth in demand for Grade A warehouses & Logistics Parks
Spurt in on-line traffic leading to demand for Data Centres
Make-in-India opportunities to attract investments moving out of China
Push for Pharmaceutical manufacturing

India's construction industry is undergoing a massive transformation witnessing increasing numbers of well-planned smart cities, smart homes, and major building projects across the country. Furthermore, the emergence of advanced metal building kits for steel building options, is making each project unique and innovative. Moreover, the requirement for faster construction, green and environmentally friendly buildings and increased focus for affordable warehouse structures is boosting the demand for pre-engineered buildings. However, variations in raw material prices and the entrenched mindset of traditional RCC construction are some of the challenges faced by the industry.

Raw Material Impact

Rising steel prices in the second half of the fiscal have put a dampener on the potential for investment and capital expenditure plans. Against the above backdrop, the steel buildings industry has fared at a level, significantly below benchmark and is plagued by issues of deferred projects, delayed payments, cancelled orders, exposure to unprecedented raw material price rise against fixed and firm price contracts.

Government push for Infrastructure - airports (Mumbai Kharghar, NCR Jewar) and Metro Rail in all major cities across the entire country.

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Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

OUR BUSINESS PERFORMANCE

During FY 2021, COVID-19 resulted in many projects being put on hold or getting postponed. The industry faced challenges in form of rising steel prices which partially dampened the growth momentum in the industry. This was coupled with the staggered opening up of sites and unavailability of manpower due to reverse-migrations.

The spiralling steel prices started impacting post Q2. From a low point of ₹ 36,500 per MT in August-2020, the steel prices moved to nearly ₹ 60,000 per MT in March-2021. Erratic availability of manpower and local restrictions impacted some of the sites as well.

Since the end of the last fiscal, the markets have opened up and customers, especially from warehousing & FMCG, Paints and FMCD sectors, are making large investments. We have made in-roads into leading FMCG and warehouse companies. The Steel Buildings Business is poised to move forward on a growth path.

QUALITY

One of the company’s constant goals has always been to increase efficiency and productivity without sacrificing quality. Continuous improvement is undeniably the most important driver that has been introduced to achieve this goal, particularly because it aims for maximum efficiency while also ensuring process practicability and flexibility. During FY 2021, the company launched the Six Sigma Initiative to increase productivity and have “Zero Defects” at all its manufacturing facilities. This will not only bring the quality to world-class levels but will also enable the company to reduce its manufacturing costs. The Company has invested to improve manufacturing facilities at Roorkee, Kymore, and Nasik plants. A state-of-the-art automatic sheet handling line was installed at the Nasik Roofing plant. To increase Fibre Cement Boards production volumes and productivity, a modernization project of the Fibre Cement Compressed Boards line at the Nasik plant was started this year and was completed by December 2020.

50 | Everest Industries Limited

FINANCIAL PERFORMANCE – 2020-21

The financial performance for the year was supported by substantial pricing actions in the Roofing business. With the gradual opening of the economy, the demand for B&P also grew from the second quarter onwards. The Business also benefited on account of actions taken towards reduction in overheads and lower promotion costs during the entire year. The fourth quarter was also impacted by the 2nd wave of COVID-19.

However, the ESBS Business got impacted due to project holds from the customers and in the second half of the year, the business also got impacted due to the higher cost of Steel.

Exports faced challenges on account of higher shipping costs driven by lower availability of containers, lockdowns in the exports markets, however, due to the steady rupee we gained marginally on account of exchange fluctuations.

During the year the company paid up all obligations to bankers and is now debt-free. Working capital was effectively managed by reducing the receivables and inventories has contributed significantly towards the cash generation. The company kept on engaging with the tax authorities and was able to drive significant refunds during the year.

Return on Equity and Return on Capital Employed was favourable as the year saw an increase in overall profitability on account of an increase in the selling prices of Building Products.

The trend of some of the key financial ratios is given in the table below.

FY21 FY20 FY19	FY21 FY20 FY19	FY21 FY20 FY19	FY21 FY20 FY19
Return on Net Worth1 Return on capital employed1 Basic EPS Debtors turnover Ratio Inventory Turnover Ratio Interest Coverage Ratio2 Current Ratio Debt Equity Ratio2 Operating Profit Margin PBT Margin Net Profit Margin	11.5% 17.9% 36.8 19.3 2.3 24.8 1.4 0.1 7.2% 7.7% 4.7%	3.1% 5.3% 9.0 15.8 2.3 4.0 1.4 0.2 1.5% 1.6% 1.1%	14.2% 17.5% 41.1 17.1 2.7 12.1 1.3 0.2 6.1% 6.0% 4.6%

Return on net worth and return on capital employed have significantly improved on account of higher profit delivery.
The interest coverage ratio had significantly improved and the Debt equity ratio has reduced on account of repayment of debt and consequent reduction in interest costs.

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Financial Statements - Consolidated

Statutory Reports

OPPORTUNITIES AND RISKS

OPPORTUNITIES

RISKS

Pradhan Mantri Awas Yojana – the PMAY (Urban – 1.8 Cr houses between 2019-22) and PMAY (Rural – 0.7 Cr houses between 2019-22) is being implemented by the government. While the AC roofing sheets continue to face stringent competition from steel sheets, it remains competitive and has an edge for its durability as compared to other products. The other factors that affect the demand and supply are improved disposable income in the hands of the rural population, reduction in tax rates, increased farm productivity, a greater number of nuclear families and most importantly Government focus on housing. This augurs well for the Roofing business.

The per capita consumption of FCB in India is only 0.2 kg versus 2 kg and 19.4 kg in the Philippines and Thailand, respectively. There is a high possibility for value addition in the products. FCB is ideal for Dry Construction and it addresses environmental concerns in terms of recyclability (fly ash and reuse, water conservation), pollution (particulate matter generated in construction activities) and shortages of aggregates, sand and water at construction sites. There is also a demand for premium and quality FCB products from India in the Export markets and Everest has been a pioneer among its peers in India. Everest will also be able to improve based on economies of scale.

The government of India’s initiatives towards developing smart cities and infrastructure projects, providing housing for all by 2022, and increased transparency in the real estate sector, will lead to opportunities for innovative and modern building products. Everest offers modern building products which offer faster and aesthetic construction, which is the need of the hour.

Given the pandemic, many people are choosing to work from home. This is likely to increase the demand for larger homes with better work areas which augurs well for the business.

With the increase in online sales, the requirement for warehousing should increase across the country. The industry is expected to grow more than 10% in the next 5 to 10 years as pre-engineered buildings become the norm as compared to RCC on account of a very superior value proposition.

Risk management is integral to your Company’s strategy and endeavour is made to ensure that the risks are minimised or eliminated. Everest's integrated risk management approach, which includes policies, processes, and periodic reviews, is used to manage risk. The following are some of the most important risks and risk-mitigation strategies employed:

Raw material price volatility

Chrysotile fibre, cement, and steel are the primary raw materials used by the company. Any fluctuation in raw material prices is bound to have an impact on the Company's profitability if the Company is not able to pass it on to the customers. The Company has developed and put in place various procedures and processes in its procurement function to reduce the impact of any raw material price volatility. Also, the business closely monitors any such change and ensure that any such price increases are passed on into price or cost reduction actions are taken to contain the impact.

Availability of Chrysotile fibre

Chrysotile is only available from a few vendors around the world. Everest usually buys this critical raw material on an annual basis from reputed vendors. Additionally, the company keeps on looking for alternate vendors and also alternatives for this material.

Increased competition in Fibre Cement Board (FCB) business

In the FCB business, there is a threat of more experienced international FCB manufacturers entering the Indian market and setting up manufacturing facilities. Some of the competitors are increasing their manufacturing footprint with new greenfield sites while some local players are resorting to an aggressive pricing strategy to gain market share through heavy discounting and aggressive credit terms.

The company has the first-mover advantage. It is consistently looking for ways to increase its market share. The company is proactively working towards improving Awareness amongst influencers (Architects, Builders and Contractors) and customers via conducting various conferences, tradeshows, seminars and other such interactive sessions.

52 | Everest Industries Limited

Dependence on a single segment

The company’s revenue and profits depend to a large extent on the roofing business and any impact on the business has a huge risk on the company.

The company has hedged against this risk by diversifying its product portfolios. Everest is active in many sectors of the Indian economy. The roofing business unit caters to rural customers, while the Boards and Panels business unit caters to city dwellers. The Steel Buildings unit caters to all of the industry's business needs, with a focus on the industrial market. This also raises brand awareness and broadens the customer base.

Uncertainty over future of asbestos

There exists uncertainty over the future of Asbestos usage in India.The amount of asbestos used in the manufacture of cement sheets in India is extremely low. The fibres are bound in a cement matrix during the manufacturing process at Everest, and the fibre emission in the air is completely controlled and better than international standards. The Company's use of asbestos is well below the Ministry of Environment's requirements. People who have used it have reported no adverse effects. Employees are audited regularly to ensure a safe workplace.

COVID-19

The disruptions on account of Covid-19 have affected all businesses across India. There have been unplanned shutdowns of the plants due to local restrictions, availability of raw material related issues, shortage of manpower due to migration as well as demand related issues. While most of the non manufacturing employees have been forced to work from home for most of last year, the manufacturing employees have had to continue production with all precautions being taken by the company. While the company has taken all steps to support and ensure the safety of it’s employees, demand and supply volatility may continue depending on the impact of Covid. This could have an impact on the performance of the company in the year ahead.

Internal Control Systems and their Adequacy

Everest has developed an internal control system that is fully aligned to its scope of operations to ensure that assets are protected and transactions are authorised, documented, and reported accurately. The internal control system is audited regularly by an internal auditor, who assesses the effectiveness and quality of internal controls and certifies their adequacy and effectiveness. Internal auditing includes a wide range of operational processes and, at a minimum, ensures compliance with specified standards in terms of policy and procedure availability and suitability, the extent of adherence, management information system reliability, and authorization procedures, including steps for asset safeguarding. Internal audit audits are presented to the Board of Directors' Audit Committee. The Audit Committee examines audit findings as well as the effectiveness of internal control systems. The Company's statutory auditor and internal auditor also meet with the audit committee to discuss their findings and the status of corrective actions in progress.

HUMAN RESOURCES

HR Initiatives:

2020-21 was a very tough year for all employees of the company. While on one hand, the manufacturing teams stretched out to ensure production continued with minimum disruptions, most of the other team members had to adapt to working from home. As an organization which values it’s employees and their contribution, the company went all out to provide all assistance to employees who were down with Covid. A lot of policies and interventions were also made to ensure the physical and the mental well being of all employees.

The following HR initiatives also got rolled off in 2020-21:

Recruitment

Talent Acquisition : In 20-21 total 104 Officers and 3 graduate engineer trainees were hired.
Campus hiring for year 2021-22 was completed. o The company hired 16 Management Trainees from different premier institutes
6 Project Trainees from NICMAR
4 CAs from the Institute of CA
- (Western Region)
The total number of employees at Everest as on 31st March 2021 is 1309.
The Recruitment Management System has been made online, to promote a paperless concept.
The Employee Buddy Scheme was launched for all new employees to create a better on boarding experience.

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Financial Statements - Consolidated

Performance Culture

The importance of goals was explained throughout the organisation to promote a merit oriented performance culture.
Everest conducted the “Emerging Leaders Development Programme” for young high performing officers under the age group of 30 years in collaboration with NMIMS, Mumbai.

Industrial Relations

Cordial Industrial Relations were maintained across all the manufacturing locations.
Long Term Settlement (LTS) signed in March at Bhagwanpur Works effective 1st April 2021 for 4 years.

Rewards & Recognition

Everest Vidya Puraskar reward scheme was launched, to reward the employees’ children who have scored 85% and above in 10th & 12th standards.
Existing Reward schemes “On the Spot” & “Good Work Reward Scheme” were made online.
To promote Operational Excellence among the manufacturing locations Operation Championship Awards were awareded.

RESEARCH & DEVELOPMENT

The company has always had a philosophy of bringing new and improved products into the marketplace, and it continues to focus on research and development activities. The R&D team in Nasik, Maharashtra, is constantly looking for new raw materials to innovate and improve product quality.

We are now planning to invest significantly more in capability and infrastructure to ensure a step up in our quality and innovation efforts.

INFORMATION TECHNOLOGY

IT has become the backbone for the organisation. The business established a centralised IT support system that provided accountability and visibility to all stakeholders. The company is cognizant of the importance of ensuring cybersecurity given the increasing threats posed by malaware, phishing and ransomware attacks. Everest has been evaluating the security risks and mitigation measures with the help of industry experts. The company upgraded many of the hardware systems of the users basis requirement in the 2020-21. In the coming year, significant steps are planned to be taken to improve the Business IT processes, CRM and the overall IT Architecture.

HEALTH AND SAFETY

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Human loss is immeasurable and unacceptable, so workplace health and safety practices are critical for employee well-being. The best safety precautions are taken by Everest at all its manufacturing sites and erection sites for Pre-engineered Buildings.

The COVID-19 virus was the biggest health challenge in recent memory. All standard operating procedures laid down by the government of India and local administrative bodies were followed, in keeping with the Company's values and traditions of putting employee safety first. The COVID-19 challenge was managed by the Company very dynamically through an in-house task force. The Company kept in touch with every single employee through regular video calls and engaged them through training programmes, competitions, and regular messages. Hospitalisation and oxygen support to employees and their families was facilitated depending on the urgency of their needs.

54 | Everest Industries Limited

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CORPORATE SOCIAL RESPONSIBILITY (CSR)

Everest is committed to improve the lives of people by empowering communities and creating sustainable impact in the areas its operates. It undertakes all its CSR initiatives through its CSR arm - Everest Foundation. The foundation engages with external organizations to bring expertise and strength to ensure a larger and sustainable impact. CSR projects are designed and developed based on needs of the community and are determined based on structured assessments and consultative engagement. Everest through its CSR arm is also a signatory of the United Global Compact and all its social initiatives are aligned with Sustainable Development Goals.

COVID-19 RESPONSE

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In response to the unprecedented situation in 2020-21 due to COVID-19, Everest took several initiatives to support local communities and migrant workers. The Covid-19 response action included the distribution of 8774 kgs food items, health kits to the migrant workers who were stuck at shelter camps during the nationwide lockdown. 4520 people directly benefitted as a result of these actions.

COVID-19 Response Action projects "AnZr ajm Xoe H r gwajm' was initiated in Bhagwanpur (Uttarakhand), Somnathpur (Odisha), Kolkata (West Bengal), Lakhmapur (Maharashtra), Podanur (Tamil Nadu) and Dahej (Gujarat). The project comprised of a distribution of sanitation kits which included 51,325 masks, sanitizers, soaps, regular fumigation/sanitization of villages, to create awareness among the community. IEC activities were organized using posters, banners, leaflets, use of WhatsApp groups and community level educational sessions. The said project benefitted 10,265 households and 56,325 people from 19 villages from the 7 locations mentioned above. Everest partnered with Salaam Mumbai Foundation, Gram Vikas Trust, Tomorrow’s Foundation and NIIT Foundation on various COVID response projects.

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Financial Statements - Consolidated

To support women from low-income families in Bhagwanpur, project SHAKTI (Mask making unit) was initiated and it engaged 27 women for production of masks. A capacity building programme was organized for partners, project teams and volunteers from the local community to create awareness in the local community. 99 Corona Angels actively worked on community sensitization by opting for art as a method to create awareness. Everest also supported Prince Aly Khan Hospital, Mumbai with 5 units of COVID Testing Kiosks which helped them speed up the testing process.

On account of COVID-19 the company’s employees used digital platforms and mediums for providing online awareness sessions and training to government officials at block and village level, media personnel, Government Teachers, Multipurpose Health Workers, Police, NGO and Cluster Coordinators. A total of 47 schools were declared tobacco-free under the compliance of COTPA-2003 in Nasik. Everest in partnership with SMF has declared four development blocks of Nasik; Chandvad, Peint, Niphad and Dindori as ‘Tobacco Free’ in the last 3 years. Everest educated 6820 people on the ill effects of tobacco and ways to bringing change in habits at Nasik and Katni.

TREE PLANTATION AND RELIEF WORK

Everest believes in maintaining green and sustainable environment and mitigating environmental challenges. To that end, it pursues the practice of planting saplings in various areas across our sites and lands allocated by Government authorities. Thousands of saplings were planted at various public places through multiple plantation drives.

Everest caters to the need-based projects in its local communities as a part of community development programmes. In June 2020, Super Cyclone Storm Amphan devastated infrastructure across the states of Odisha and West Bengal and affected millions of people. Everest was approached to support schools which were severely damaged by Amphan in East Medinipur (West Bengal). Everest identified 6 schools for repairing their roofs in association with a local NGO ‘KajlaJankalyan Samiti’. Everest facilitated the construction of roofs at the schools and also engaged with the local community to leverage support for other requirements for completing the construction work which directly benefited 2067 children. At the time of construction, Everest trained 17 local youths under the Building Master Training programme and engaged these trained candidates for construction of the schools.

EVEREST HEALTHY CHILD PROGRAMME

The Everest Healthy Child programme educates on the ill effects of tobacco and also make a tobacco-free society in Nasik Katni (Madhya Pradesh). The programme intends to make all the 15 blocks of Nasik tobacco-free while at Katni, it is focusing on one block (Vijavravgarh) initially. The programme is being implemented in association with Salaam Mumbai Foundation at both the locations.

SKILL TRAINING AND BUILDING MASTER TRAINING

Everest has a flagship programme Building Master Training (BMT) with the objective that “With expert training from Everest, marginal workers can erect/construct a better building and earn higher wages”. Through BMT, Everest offers skill up-gradation training to marginal construction workers. It helps them to better align with new market demands by acquiring new skills and enhancing their income to improve living conditions. The BMT was conducted in 5 districts in 4 States which benefited 433 people. Everest partnered with National Skill Development Corporation (NSDC), Construction Industry Development Council (CIDC), Learnet Skills Limited, BASIX Academy for Building Lifelong Employability (B-ABLE), and other like-minded organizations to implement these training programs.

CAREER DEVELOPMENT CENTERS

Everest operates Computer Skill Training Centres in association with NIIT Foundation and NSDC at Bhagwanpur (Roorkee, Uttarakhand), Kymore (Katni, Madhya Pradesh) and Remuna (Balasore, Odisha). Due to the unprecedented situation on account of the COVID 19 outbreak, the Govt. of India advised temporary closure of vocational training. However, Everest innovated and switched to digital training across all its skill centres. In association with NIIT Foundation, the company initiated and implemented the Learning Management System (LMS) based training wherein trainees were being trained at home using mobile phones/laptop/desktop. A total of 362 candidates were trained through online modes while 214 candidates were trained through offline modes. 281 people were provided employment opportunities. Career Guidance Centre in Kymore (Katni, Madhya Pradesh) assisted 80 youth from local villages in choosing a career path.

56 | Everest Industries Limited

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Before

After

PROMOTION OF SPORTS

INDIVIDUAL SOCIAL RESPONSIBILITY (ISR)

Everest runs a Football Academy to provide a platform to youth and children where they can demonstrate their sports capabilities, and acquire skills that can help them to live a healthy and progressive life. To facilitate this, it organises local and community-level sporting events and training programs at Podannur (Coimbatore) in which a total of 235 people participated.

The Everest Football Academy trained 150 youth and children from the nearby localities in various age categories and professional coaches are engaged to provide daily training. During the pandemic, participants were engaged through various online sessions and home-based fitness activities.

The Football Academy also conducted a ‘Girls Play festival’ for observing International Women’s Day and it encourages girls to participate in sports. A total of 85 girls from Government and private schools participated in two age categories.

At Everest, we believe that one’s simple act of kindness can change someone’s life and that the joy of giving is always more than the joy of getting. Everest believes that a company becomes socially responsible when its employees follow the principle of giving to the community. As part of Individual Social Responsibility, (ISR), we encourage our employees to contribute their time, skills and efforts towards the development of communities. Each employee at Everest is motivated to contribute at least four-man hours in a year towards community-driven initiatives. This has been hampered over the last year on account of COVID-19 pandemic.

Our efforts have included creation of several employee engagement opportunities. This has been a success as employees contributed towards various activities such as sensitization drives, visits to skill-centre, sports activities and other initiatives. In 2020-21 total 371 employees participated in ISR activities and contributed 806 man-hours for Social Change.

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COVID-19 POSED A CHALLENGE, WE MADE IT AN OPPORTUNITY FOR WOMEN LIKE UJMA

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The sudden lockdown on account of the Covid-19 outbreak had given sleepless nights to many daily wage earners. There were many women like Ujma at Bhagwanpur (Uttarakhand) who desperately wanted to help their families in such a hard time.

Everest initiated project SHAKTI, a mask-making initiative by engaging women who were already trained by Everest in sewing. Everest not only provided them required resources, technical and market support to produce masks, but it also generated initial orders from local Industries for the 27 women who were engaged at the mask-making unit.

Ujma, 22, is among the women who are engaged in the mask-making unit. Ujma herself had stitched more than 24000 masks in very limited time and earned approx. ₹ 27000/-. This money helped Ujma and many others to sail through the difficult time due to lockdown. Ujma is also trained in sewing from Everest Sewing & Embroidery Centre, Bhagwanpur in the year 2019.

HIGHLIGHTS OF 2020-21

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Building 6820 People reached out
Master Training directly under Tobacco control
433 & advocacy Programme
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Computer & Vocational Training 656

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235 Youths Participated in
Sports Promotion
Programme
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10265 Households were benefitted during Covid-19 response action project

58 | Everest Industries Limited

NOTICE

Overview

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Financial Statements - Standalone

Financial Statements - Consolidated

NOTICE

Notice is hereby given that the Eighty Eighth (88th) Annual General Meeting (“AGM” or “Meeting”) of the members of Everest Industries Limited (“Company”) will be held on Wednesday, August 25, 2021 at 3.00 pm through Video Conferencing (“VC”) to transact the following businesses:

Ordinary Business

1. Adoption of Financial Statements

To receive, consider and adopt (a) the audited standalone Financial Statements of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated Financial Statements of the Company for the financial year ended March 31, 2021 and the report of Auditors thereon and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolutions as Ordinary Resolutions:

(a) “RESOLVED THAT the audited standalone Financial Statements of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors and Auditors thereon, laid before the 88th Annual General Meeting, be and are hereby considered and adopted.”
(b) “RESOLVED THAT the audited consolidated Financial Statements of the Company for the financial year ended March 31, 2021 and the report of Auditors thereon, laid before the 88th Annual General Meeting, be and are hereby considered and adopted.”

2. Declaration of dividend on equity shares for the financial year ended March 31, 2021

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT a dividend at the rate of 7.50/(Rupees Seven and Fifty Paisa only) per equity share of 10/- each fully paid-up of the Company, as recommended by the Board of Directors, be and is hereby declared for the financial year ended March 31, 2021 and the same be paid out of the profits of the Company for the financial year ended March 31, 2021.”

3. Appointment of Mr. Narotam Sekhsaria (DIN 00276351) as a Director, liable to retire by rotation

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Narotam Sekhsaria (DIN 00276351), who retires by rotation at this Meeting, and being eligible, offers himself for re-appointment, be and is hereby

appointed as a Director of the Company, liable to retire by rotation.”

4. Appointment of M/s. S R B C & CO LLP, Chartered Accountants as Auditors of the Company

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment thereof for the time being in force] and pursuant to the recommendations of the Audit Committee of the Board of Directors, M/s. S R B C & CO LLP, Chartered Accountants (Registration No. 324982E/E300003), be and are hereby appointed as Auditors of the Company, from the conclusion of the Eighty-Eighth (88th) Annual General Meeting to hold such office for a period of five (5) years till the conclusion of the Ninety-Third (93rd) Annual General Meeting to be held in year 2026, at a remuneration as may be decided and fixed by the Board of directors of the Company from time to time.”

Special Business

5. Appointment of Mr. Rajesh Joshi (DIN 08855031), as Director and as Managing Director & Chief Executive Officer of the Company

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with section 152 of the Companies Act, 2013 (“Act”) and upon the recommendation of Nomination & Remuneration Committee and the Board of Directors, Mr. Rajesh Joshi (DIN 08855031), who was appointed as an Additional Director and as Managing Director and Chief Executive Officer (Managing Director & CEO) of the Company with effect from September 1, 2020 by the Board of Directors and who holds office upto the date of this (88th) Annual General Meeting of the Company in terms of Section 161(1) of the Act and Article 82 of the Articles of Association of the Company and being eligible, offers himself for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT in accordance with the provisions of Sections 196, 197 & 203 read with schedule V and all other applicable provisions, if any, of the Act

60 | Everest Industries Limited

and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or enactment(s) thereof, for the time being in force) and upon the recommendation of Nomination & Remuneration Committee and Board of Directors of the Company, the consent of the members be and is hereby accorded to appoint Mr. Rajesh Joshi (DIN 08855031) as Managing Director & CEO of the Company for a period of three (3) years with effect from September 1, 2020 at the remuneration and on other terms and conditions as set out below, with liberty to the Board to alter and vary the terms and conditions of the said appointment and / or remuneration as it may deem fit:

a) Remuneration

(iii) Variable Pay

Mr. Joshi shall be entitled to variable compensation from financial year 2021-22 onwards which shall be performance based i.e. where the performance parameters are revenue growth with a forty percent weight and return on capital employed (pre-tax) with a sixty percent weight. The total variable compensation will be determined based on the performance parameters and shall be payable annually as mutually agreed between the Company and Mr. Joshi. The payment of the variable compensation shall not exceed a total of ` 5,25,00,000/- (Rupees Five Crore Twenty-Five Lakhs only) for the financial year 2021-22 to financial Year 2023-24 (block of 3 financial years).

(i) One-time signing Bonus

A one-time signing bonus of ` 70,00,000/- (Rupees Seventy Lakhs only), to be paid along with first month’s salary to Mr. Rajesh Joshi. The signing bonus payable will be subject to his continued employment with the Company for a period of 1 (one) year from the effective date of appointment (‘Lock-in Period’). In the event, Mr. Joshi leaves the employment of the Company on his own accord prior to the Lock-in Period, the total amount of signing bonus will be refunded by Mr. Joshi to the Company.

(ii) Fixed Compensation

Mr. Joshi’s annual fixed compensation for the period September 1, 2020 to March 31, 2021 is ` 2,30,00,000/- (Rupees Two Crore Thirty Lakhs only) payable on a monthly basis. The break-up of the annual fixed compensation is as follows:

Components	Annual Figures (`)
Basic Salary	75,00,000
Allowances	1,35,00,000
Retirals	20,00,000
Total Fixed Compensation	2,30,00,000

Mr. Joshi’s annual fixed compensation from April 1, 2021 is ` 2,47,48,000/- (Rupees Two Crore Forty Seven Lakhs Forty Eight Thousand only) payable on a monthly basis. The break-up of the annual fixed compensation is as follows:

Components	Annual Figures (`)
Basic Salary	80,76,840
P.F.	9,69,221
HRA	40,38,420
Education allowance	2,400
Special allowance	1,16,61,119
Total Fixed Compensation	2,47,48,000

In the event of cessation of the Mr. Joshi’s employment with the Company (for any reason whatsoever) prior to the expiry of any financial year ending March 31 then any payment of variable compensation for such financial year in which such cessation takes effect shall be subject to the discretion of the Board of Directors, duly recommended by the Company’s Nomination and Remuneration Committee.

b) Reimbursement of Expenses: Mr. Joshi shall be reimbursed for all reasonable and customary travel and other business expenses incurred by him in the performance of his duties, provided that such reimbursement shall be subject to, and in accordance with, any expense reimbursement policies and/or expense documentation requirements of the Company.
c) Leaves and Vacation: Mr. Joshi will be eligible for leaves which shall be in accordance with the Company’s leave policy, as amended from time to time.
d) Allotment of Company owned Car and Driver: Mr. Joshi will be provided a Company owned car during his term with the Company plus a Driver/reimbursement of Driver’s Salary.
e) Club membership: Mr. Joshi will be provided a club membership for official use during his term of employment as Managing Director & CEO. For the sake of clarity, this club membership will not and cannot be construed as giving rise to any entitlement or otherwise any right to Mr. Joshi to claim such membership for life or any duration that is meant to cover any period beyond his term of employment as Managing Director & CEO.
f) Termination:
(i) The Company may, at any time terminate Mr. Joshi’s employment immediately without any notice, if a Cause has been established against Mr. Joshi. Provided that termination for Cause shall only be initiated upon such Cause having been established pursuant to an internal inquiry in this regard at which Mr. Joshi shall be provided a fair hearing. The term “Cause” shall mean fraud, theft, gross malfeasance, misconduct on the part of Mr. Joshi, including, without limitation, conduct of a felonious

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Financial Statements - Consolidated

or criminal nature, conduct involving moral turpitude, gross negligence, corruption, forgery, embezzlement, or misappropriation of assets of the Company.

(ii) Mr. Joshi’s employment as Managing Director & CEO may be terminated by the Company at any time without Cause; provided that the Company shall serve at least 3 (three) months’ advance written notice of termination to Mr. Joshi or pay fixed compensation in lieu of such notice, to Mr. Joshi.
(iii) Mr. Joshi may resign by serving 3 (three) months’ prior written notice to the Company. However, the Company may at its sole discretion waive such notice requirement, partly or in full and shall pay to Mr. Joshi his gross salary for the notice period served and / or waived off, as the case maybe. If Mr. Joshi leaves Company’s employment without serving the specified notice period, the Company may deduct a sum equal to the fixed compensation payable for the shortfall in the period of notice, from the full and final settlement amount payable to Mr. Joshi in accordance with agreement entered into between the Company and Mr. Joshi as per the applicable laws.

RESOLVED FURTHER THAT notwithstanding the foregoing, the Board may, on the recommendation of the nomination and remuneration committee and subject to limits prescribed under applicable laws, grant annual increments to the fixed compensation payable to Mr. Joshi annually with effect from 1st April every year (as is done for the other executives of the Company) not exceeding 20% of the fixed compensation paid by the Company to Mr. Joshi in the immediately preceding financial year

RESOLVED FURTHER THAT where in any financial year during the currency of the tenure of Mr. Joshi, the Company has no profits or its profits are inadequate, the Company will pay remuneration as applicable from April 1, 2021 as per the terms approved by the shareholders as minimum remuneration.

RESOLVED FURTHER THAT Mr. Rajesh Joshi shall be liable to retire by rotation and there shall be no break in his office as Managing Director & CEO, in case, he is re-appointed upon determination of his office on retirement by rotation.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, things, matters and to execute all such documents as may be necessary in this regard including alteration and variation of the terms and conditions of appointment and / or remuneration, subject to the same not ‘exceeding the limits specified under section 197, read with schedule V of the Companies Act, 2013 (including any statutory modifications or-re-enactment(s) thereof, for the time being in force).”

6. Ratification of remuneration of the Cost Auditors for the financial year ending March 31, 2022

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration of ₹ 5,25,000/- (Rupees Five Lakhs Twenty Five Thousand Only) payable to M/s. Chandra Wadhwa & Co., Cost Accountants (Firm Registration Number 00239), appointed by the Board of Directors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2022, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

7. Approval of Employees’ Stock Option Scheme 2021

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder [including any statutory modification(s) or re-enactment thereof] and Regulation 6(1) and other applicable provisions, if any, of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“SEBI Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force) and other rules, regulations, circulars and guidelines of any/various statutory or regulatory authority(ies) that are or may become applicable (collectively referred to herein as “Applicable Laws”) and the provisions of the Memorandum of Association and Articles of Association of the Company and subject to any approval(s), permission(s) and sanction(s), as may be required and subject to any condition(s) or modification(s), if any, as may be prescribed or imposed by any authority(ies) while granting such approval(s), permission(s) and sanction(s) and subject to acceptance of such condition(s) or modification(s) by the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include Nomination & Remuneration Committee and any other Committee constituted/to be constituted to exercise its powers including the powers conferred by this resolution) or any other condition(s) or modification(s) as may be considered necessary by the Board, the consent of the members be and is hereby accorded to the Board to create, grant, offer, issue and allot as provided under Employees’ Stock Option Scheme 2021 (hereinafter referred to as “ESOS-2021”), in one or more tranches 10,00,000 (Ten Lakh) Employee Stock Options (or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time), to such Employees(s) who are permanent employees of the Company (including

62 | Everest Industries Limited

to the Managing Director and Chief Executive Director or Whole-time Director(s) of the Company) and to such other person(s) as may be decided by the Board and / or permitted under Applicable Laws prevailing from time to time (all such persons are hereinafter collectively referred to as “Eligible Employees”) but excluding:

(i) any non-executive or Independent Directors; and/or
(ii) any Employee or Director who is a Promoter or belongs to the Promoter Group; and/ or
(iii) any Employee or Director who either by himselfor through his relative or through anybodycorporate, directly or indirectly holds more than 10% of the outstanding Shares of the Company.

exercisable into 10,00,000 (Ten Lakh) Equity Shares of face value Rs. 10/- each (or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time) on such terms and conditions as may be fixed or determined by the Board of Directors in accordance with the ESOS-2021.

RESOLVED FURTHER THAT the ESOS-2021 shall be administered by the Nomination and Remuneration Committee, which shall have all necessary powers as defined in the ESOS-2021 and is hereby designated as Compensation Committee in pursuance of the SEBI Regulations for the purpose of administration and superintendence of the ESOS-2021.

RESOLVED FURTHER THAT the equity shares shall be allotted in accordance with ESOS-2021 directly by the Company to the employees in a manner permissible under the Applicable Laws.

RESOLVED FURTHER THAT the equity shares to be issued and allotted shall rank pari passu in all respects with the existing equity shares of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of the equity shares allotted under ESOS-2021 on the Stock Exchanges, where the equity shares of the Company are listed as per the provisions of the SEBI Regulations and other applicable laws, rules and regulations.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, merger, sale of division and other similar events, the Board is authorised to do all such acts, deeds, matters and things (including but not limited to adjustment of number of options, exercise price or number of shares) as it may deem fit in its absolute discretion and as permitted under Applicable Laws, so as to ensure that fair and equitable benefits under the ESOS-2021 are passed on to the Eligible Employees.

RESOLVED FURTHER THAT the Company shall conform to the applicable accounting policies, Guidelines or

Accounting Standards as may be applicable from time to time, including the disclosure requirements prescribed therein.

RESOLVED FURTHER THAT the Board be and is hereby authorised to devise, formulate, evolve, decide upon and bring into effect ESOS-2021 as per the terms approved in this resolution read with the explanatory statement annexed to the notice of 88th Annual General Meeting and at any time to modify, alter or amend the said terms or suspend, withdraw or terminate ESOS-2021, subject to compliance with the Applicable Laws, as may be prevailing at that time.

RESOLVED FURTHER THAT the Board of Directors, subject to compliance with the SEBI Regulations and other applicable laws, rules and regulations, be and are hereby authorized at any time to modify, change, vary, alter, amend, suspend or terminate the ESOS-2021 and to do all such acts, deeds, matters and things as it may in its absolute discretion deems fit for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and/or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the ESOS-2021 and do all other things incidental and ancillary thereof.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion deem fit, for the aforesaid purpose including but not limited to appoint Advisors, Merchant Bankers, Consultants or Representatives, being incidental for the effective implementation and administration of the ESOS-2021 and to make applications to the appropriate Authorities, for their requisite approvals and also to settle any issues, questions, difficulties or doubts that may arise in this regard at any stage, without being required to seek any further consent or approval of the members of the Company to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution, and further to execute all such deeds, documents, writings and to give such directions and / or instructions as may be necessary, proper or expedient to give effect to any modification, alteration, amendment, suspension, withdrawal or termination of ESOS-2021 and to take all such steps and do all acts as may be incidental or ancillary thereto.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred herein, to Nomination and Remuneration Committee or such other Committee, with power to further delegate to any executives/ officers of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings etc., as may be necessary in this regard.”

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Financial Statements - Consolidated

8. Approval for payment of commission to Mr. Anant Talaulicar, Non-Executive Chairman for the financial year 2021-22

To consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT, in accordance with the provisions of the Section 197 of the Companies Act, 2013 (“Act”) and rules made thereunder (including any statutory modification(s), amendment(s) or re-enactment (s) thereof for the time being in force) and pursuant to the approval of the Board of Directors of the Company (hereinafter referred to as “Board”) on the recommendation of the Nomination & Remuneration Committee, the approval of the members of the Company be and is hereby accorded for payment of remuneration by way of commission upto Rs. 2,00,00,000/- (Rupees Two Crores only) to Mr. Anant Talaulicar (DIN 00031051), Non-Executive Chairman of the Company for the financial year 2021-22 subject to the limit of four percent (4%) of net profits of the Company computed in the manner referred to in Section 198 of the Act (“Net Profits”) which shall be apart from the commission of upto one percent (1%) of Net Profits payable to Non-Executive Directors for the financial year 2021-22.

RESOLVED FURTHER THAT, the approval of the members of the Company be and is hereby accorded for payment of aforesaid commission to Mr. Talaulicar under regulation 17(6)(ca) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, being in excess of fifty percent (50%) of the total annual remuneration payable to all Non-Executive Directors of the Company for the financial year 2021-22.

RESOLVED FURTHER THAT, the Board be and is hereby authorised to do all such acts, deeds, things, matters including signing/execution of document(s) and to take all such steps as may be necessary, proper or expedient to give effect to aforesaid resolution without being required to seek any further consent or approval of the members.”

By Order of the Board For Everest Industries Limited

Neeraj Kohli Company Secretary & Head-Legal Membership No. FCS 3089

New Delhi, May 27, 2021

Regd. Office: GAT 152, Lakhmapur, Taluka Dindori, Nashik- 422 202 (Maharashtra) Tel:02557-250375/462, Fax : 02557-250376 CIN: L74999MH1934PLC002093 E-mail: [email protected]

Notes:

The Statement pursuant to Section 102(1) of the Companies Act, 2013 (“Act”) with respect to the special business set out in the Notice is annexed hereto.
In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its general circular numbers 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 20/2020 dated 5th May 2020 and clarification circular No. 02/2021 dated 13th January 2021 and Securities and Exchange Board of India (“SEBI”) vide its circular number SEBI/HO/CFD/CMD1/ CIR/P/2020/79 read with SEBI/HO/CFD/CMD2/CIR/P/ 2021/11 (hereinafter collectively referred to as “Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC, without the physical presence of the members at a common venue. In compliance with the provisions of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Circulars, the AGM of the Company is being held through VC.
Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per section 103 of the Act.
Since this AGM is being held through VC pursuant to the Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
In compliance with the aforesaid Circulars, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company’s website at www.everestind.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the e-voting website of Central Depository Services (India) Limited (“CDSL”) at www.evotingindia.com.
Members holding shares in physical mode and who have not registered their email address with the Company/Registrar & Share Transfer Agent (“RTA”), can register their email address by sending scanned copy of the following documents to RTA of the Company, MCS Share Transfer Agent Limited at helpdeskdelhi@ mcsregistrars.com or [email protected]:
a) a signed request letter mentioning name, folio number and complete address of the member;
b) self attested scanned copy of the PAN Card; and
c) self attested scanned copy of any document (such as Aadhar Card, Driving License, Election Identity Card, Passport) in support of the address of the member as registered with the Company.

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Members holding shares in dematerialized mode are requested to contact to their respective Depository Participant (“DP”) to register/update their email address.
Members may note that the VC Facility, provided by CDSL, allows participation of upto 1,000 members on a first-come first-served basis. The large members (i.e. members holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, auditors, etc. can attend the 88th AGM without any restriction on account of first-comefirst-served principle.
Members may note that pursuant to the Circulars, the Company has enabled for the members, a temporary facility to update their email address by sending an email to [email protected] containing details such as name, address, folio/demat account no., PAN, number of shares etc., for the limited purpose of receiving the Annual Report 2020-21 and the Notice of the AGM electronically.
Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate members intending to authorize their representatives to participate and vote at the Meeting are requested to send a certified copy of the Board resolution / authorization letter to the Company or upload the same on the e-voting portal of CDSL at www.evotingindia.com.
Members whose shareholding is in electronic mode are requested to direct notifications about change of address and updates about bank account details to their respective DP. Members whose shareholding is in physical mode are requested to opt for the Electronic Clearing System (“ECS”) mode to receive dividend on time in line with the aforesaid Circulars. We urge members to utilize the ECS for receiving dividends. Members holding shares in physical mode may send a request to the RTA of the Company, MCS Share Transfer Agent Limited at helpdeskdelhi@ mcsregistrars.com or [email protected] providing:
(i) Folio No., Name of member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy), AADHAR (self-attested scanned copy);
(ii) Name and branch of the Bank in which member wish to receive the dividend, type of Bank account, Bank account number allotted by the Bank after implementation of core banking solutions;
(iii) 9 digit MICR Code Number;
(iv) 11 digit IFSC; and
(v) a scanned copy of the cancelled cheque bearing the name of the first member.
Members may note that the Board of Directors, in its meeting held on May 27, 2021 has recommended a dividend of ₹ 7.50/- per share. The dividend, once approved by the members in the ensuing AGM will be
paid within 30 days from the date of AGM, electronically through various online transfer modes to those members who have updated their bank account details. For members who have not updated their bank account details, dividend warrants / demand drafts will be sent out to their registered address after the normalization of the postal services. To avoid delay in receiving the dividend, members are requested to update their KYC with their depositories (where shares are held in dematerialized mode) and with the Company’s RTA (where shares are held in physical mode) to receive the dividend directly into their bank account on the payout date.
The Company has fixed Wednesday, August 18, 2021 as the “Record Date/ Cut-off Date” for determining entitlement of members to dividend for the financial year ended March 31, 2021 and for the purpose of voting at AGM.
The dividend as recommended by the Board of Directors, if approved by the members at the AGM, shall be paid to those members whose names stand on the Register of Members of the Company on the closing hours of business on Wednesday August 18,2021. The dividend in respect of shares held in dematerialized form in the depository system will be paid to the beneficial owners of the shares as on the closing hours of business on Wednesday August 18,2021 as per the list provided by the respective Depositories for this purpose.
Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of the members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (“TDS”) from dividend paid to the members at prescribed rates as per the Income Tax Act, 1961 (“the IT Act”). In general, to enable compliance with TDS requirements, members holding shares in Demat form are requested to complete and / or update their Residential Status, PAN, Category as per the IT Act with their DP or in case shares are held in physical form, with the Company by sending email to the Company’s email address at [email protected]. For details, members may refer to the “Communication on TDS on Dividend Distribution” appended to this Notice of the AGM.
Pursuant to the provisions of Section 125(5) of the Act, the Company has transferred the unpaid or unclaimed dividends from time to time on due dates to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. Pursuant to the provisions of IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on the date of closure of previous financial year i.e. March 31, 2020 on the website of the Company at www.everestind.com and also on the website of the IEPF.
The certificates received from the Auditors of the Company for Employee Stock Option Schemes (i.e. ESOS 2015, ESOS 2017, ESOS 2018 and ESOS 2019) under the SEBI (Share Based Employee Benefits) Regulations, 2014, Register of Directors & Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, Register of Contracts or Arrangements in which

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Financial Statements - Standalone

Financial Statements - Consolidated

the Directors are interested maintained under Section 189 of the Act and the documents referred in the explanatory statement will be open for electronic inspection without any fee by the members from the date of circulation of this Notice upto the date of AGM, i.e. August 25, 2021. Members seeking to inspect such documents can send an email to [email protected].

Members are informed that in case of joint holders attending the AGM through VC, only such joint holder who is first in the order of names will be entitled to vote.
As per Regulation 40 of Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s RTA for assistance in this regard.
Members are requested to send all communications relating to shares, change of address, bank details, email address, telephone/ mobile numbers, Permanent Account Number (PAN) etc. to the Company’s RTA at the address: MCS Share Transfer Agent Limited (Unit: Everest Industries Limited), F-65, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110 020, Ph: +91 1141406149, email: [email protected]. If the shares are held in dematerialized mode, then change of address, bank details, email address, telephone/mobile number, Permanent Account Number (PAN) etc. should be furnished to their respective DPs.
Pursuant to Section 72 of Act, members of the Company may nominate a person in whom the shares held by him/them shall vest in the event of his/their unfortunate death. Members holding shares in physical form may file nomination in the prescribed Form SH-13 with RTA. In respect of shares held in dematerialized form, the nomination form may be filed with the respective Depository Participant.
SEBI has mandated the submission of PAN and Bank account details by every participant in securities market. Member(s) holding shares of the Company, either in electronic form or physical form are, therefore, requested to submit the PAN and provide Bank account details to their DPs with whom they are maintaining their demat accounts (in case of shares in electronic form) and to the Company’s RTA (in case of shares are in physical form).
Since the AGM will be held through VC in accordance with the Circulars,the route map is not annexed to this Notice.

24. VOTING THROUGH ELECTRONIC MEANS

(a) Pursuant to the provisions of Section 108 of theCompanies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations

2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of AGM will be provided by CDSL.

(b) Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC and cast their votes through e-voting.
(c) In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.everestind.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.
(d) Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut off date i.e. August 18, 2021 may obtain the login details in the manner as provided in the notice.

(e) Instructions for members for e-voting and joining AGM:

(i) The remote e-voting period begins on August 21,2021 from 9.00 am and ends on August 24,2021 at 5.00 pm. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of August 18,2021 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the AGM date would not be entitled to vote at the AGM through VC.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

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Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining AGM for Individual shareholders holding securities in Demat mode with CDSL/NSDL is given below:

Individual Shareholders holding securities in Demat mode with CDSL

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/ home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi.
2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/ EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in demat mode with NSDL

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDir ectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/ EasiRegistration.

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Individual Shareholders (holding securities in demat mode) login through their Depository Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 and 22-23058542-43
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(v) Login method for e-Voting and AGM for Physical shareholders and shareholders other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

6) If you below:	are a first-time user follow the steps given
	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number sent by Company/ RTA or contact Company/ RTA
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company,please enter the member id / folio number in the Dividend Bank details field

(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the relevant “Everest Industries Limited” on which you choose to vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

25. Instructions for shareholders attending the AGM through VC & e-voting during meeting are as under:

The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.
The link for VC to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request by Tuesday, August 17, 2021 mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries by Saturday, August 21, 2021 till 5.00 p.m. mentioning their name, demat account number/ folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM.
Only those shareholders, who are present in the AGM through VC facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM
.
If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
Members who have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, can write an email to [email protected] or contact at 022- 2305 8738 and 022-2305 8542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e. Wednesday, August 18, 2021.

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Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

Mr. Tanuj Vohra, Company Secretary (Membership No. F5621) and in his absence Ms. Vishhal Arorah, Company Secretary (Membership No. F5958) of M/s. TVA & Co. LLP, Company Secretaries have been appointed as the Scrutinizer to scrutinize the electronic voting at AGM including remote e-voting process in a fair and transparent manner.
The Scrutinizer shall after the conclusion of electronic voting at the AGM, will unblock the votes casted through remote e-voting and through electronic voting at the AGM in the presence of at least two witnesses not in the employment of the Company and shall submit a consolidated scrutinizer’s report of the total votes casted in favour or against, if any, to the Chairman of the Meeting or in his absence by the Managing Director & CEO, within a period of not exceeding 2 working days from the conclusion of the Meeting, who shall countersign the same and declare the results of the voting forthwith.
The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company (www.everestind.com) and on CDSL e-voting website immediately after the declaration of results by the Chairman of the Meeting or a person authorized by him and the same shall be communicated to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

Explanatory Statement

The following Explanatory Statement in terms of Section 102 of the Companies Act, 2013 is annexed to and forms part of the Notice convening the 88th Annual General Meeting:

Item No. 3 - Appointment of Mr. Narotam Sekhsaria (DIN 00276351) as a Director, liable to retire by rotation

Though not statutorily required, the following is being provided as additional information to the members.

Pursuant to the provisions of Section 152 and applicable provisions of the Companies Act, 2013 (“Act”), not less than two-thirds of total number of Directors of the Company shall be liable to retire by rotation. One third of these Directors must retire from office at each AGM, but each retiring director is eligible for re-election at such meeting. Independent directors are not subject to retirement by rotation.

Based on the terms of appointment, executive directors and the non- executive & non-independent directors are subject to retirement by rotation. Mr. Narotam Sekhsaria, being the longest serving member and who is liable to retire, being eligible, seeks reappointment. The Board recommends his re-appointment.

Except Mr. Narotam Sekhsaria, Ms. Padmini Somani (by virtue of her status of being daughter of Mr. Narotam Sekhsaria), and relatives (to the extent of their shareholding in the Company, if any), none of the other Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution set out at Item No. 3. The Board commends the resolution at Item No. 3 for approval of the members by way of an Ordinary Resolution.

Item No. 4 – Appointment of M/s. S R B C & CO LLP, Chartered Accountants as Auditors of the Company

The Members of the Company at the 83rd Annual General Meeting (‘AGM’) held on 29th June, 2016 approved the appointment of M/s S R Batliboi & Co. LLP, Chartered Accountants, as Auditors of the Company for a period of five years from the conclusion of the said AGM till the conclusion of 88th AGM. M/s S R Batliboi & Co. LLP, Chartered Accountants will complete their present term on conclusion of this AGM in terms of the said approval and Section 139 of the Companies Act, 2013 (‘Act’) read with the Companies (Audit and Auditors) Rules, 2014. The present remuneration of S R Batliboi & Co. LLP for conducting the audit for the financial year 2020-21 is ` 63 Lakhs .

The Board of Directors of the Company (‘the Board’), on the recommendation of the Audit Committee (‘the Committee’), recommended for the approval of the Members, the appointment of M/s. S R B C & CO LLP (‘SRBC’), Chartered Accountants, a network firm of M/s S R Batliboi & Co. LLP, as the Auditors of the Company for a period of five years from the conclusion of this AGM till the conclusion of the 93rd AGM of the Company. If the appointment is approved by the members of the Company, it is proposed to pay a fees of ` 53 Lakhs during the financial year 2021-22 and thereafter for the remaining tenure, fees will be fixed by the Board of Directors of the Company in consultation with the statutory auditors on the recommendation of the Audit Committee. The change in fee of the proposed statutory auditors during financial year 2021-22 as opposed to the outgoing statutory auditor for FY 2020-21, is on account of the fact financial results for Q1 of financial year 2021-22 are being reviewed by the existing statutory auditors

The Committee considered various parameters like capability to serve a diverse and complex business landscape as that of the Company, audit experience in the Company’s operating segments, market standing of the firm, clientele served, technical knowledge etc., and found SRBC to be best suited to handle the scale, diversity and complexity associated with the audit of the financial statements of the Company.

SRBC have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

None of the Directors and Key Managerial Personnel of the Company, or their relatives (to the extent of their shareholding in the Company, if any), are interested in this Resolution.

The Board recommends this Resolution for your approval

Item No. 5 - Appointment of Mr. Rajesh Joshi (DIN 08855031), as Director and as Managing Director & Chief Executive Officer of the Company

The Board, based on recommendation of the Nomination and Remuneration Committee (“NRC”) in its meeting held on August 31, 2020, appointed Mr. Rajesh Joshi, as an Additional Director of the Company with effect from September 1, 2021

70 | Everest Industries Limited

pursuant to section 161 of the Companies Act, 2013 (“Act”). In terms of Section 161(1) of the Act, Mr. Rajesh Joshi holds office upto the date of this (88th) AGM and is eligible for appointment as a Director. The Company has received a Notice under Section 160(1) of the Act from a Member signifying his intention to propose Mr. Joshi’s appointment as a Director.

The Board, on the recommendation of NRC, has also appointed Mr. Rajesh Joshi as the Managing Director & Chief Executive Officer (Managing Director & CEO) of the Company for a period of three (3) years from September 1, 2020 upto August 31, 2023, upon the terms & conditions given in the Resolution no. 5 of this Notice, subject to approval of the Members.

Mr. Joshi brings 25 years of rich and relevant experience to Everest. His experience ranges from Consumer Products, Telecom and Retail, holding executive positions of increasing responsibility at Asian Paints, Future Group, Bharti Airtel and Pidilite. Mr. Joshi joins from Pidilite, where he last led the ICA Pidilite JV as CEO. Mr. Joshi is an Electronics and Telecommunication Engineer from University of Pune and has completed his MBA from SIBM, Pune.

The Board, on the recommendation of NRC in its meeting held on November 3, 2020, made some clarificatory changes in the terms and conditions of appointment of Mr. Rajesh Joshi.

The Board, on the recommendation of NRC in its meeting held on May 27, 2021 modified the terms and conditions of appointment of Mr. Rajesh Joshi to grant annual increments to the fixed compensation payable to Mr. Rajesh Joshi, annually with effect from 1st April every year not exceeding 20% of the fixed compensation paid by the Company to Mr. Joshi in the immediately preceding financial year.

The Board, on the recommendation of NRC in its meeting held on May 27, 2021 also approved a pro-rata increment of 7.6% in Mr. Rajesh Joshi’s Fixed Compensation w.e.f. April 1, 2021.

Due to uncertainty of business operations because of spread Covid-19 diseases, the aggregate remuneration payable to Mr.Joshi during the financial year 2021-22 is likely to exceed the limits prescribed in Schedule V of the Act and accordingly information as required to be disclosed under paragraph (iv) of the second proviso of Paragraph B of Section II of Part II of Schedule V of the Act is given in the Annexure to the Notice.

Additional information in respect of Mr. Joshi pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 is also annexed to this Notice.

Employment agreement and amendments thereto executed by the Company with Mr. Joshi would be available for electronic inspection without any fee by the members on the basis of the request being sent on [email protected].

The Board commends the Special Resolution set out at Item No. 5 of the Notice for approval of the members. Mr. Joshi is not debarred from appointment pursuant to any order of SEBI or any other competent authority.

Mr. Joshi is interested in the Special Resolution set out at Item No. 5 with respect to his appointment and fixation of remuneration. The relative(s) of Mr. Joshi may be deemed to be interested in the said Special Resolution to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company / their relatives (to the extent of their shareholding in the Company, if any) are, in any way, concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 5 of the Notice.

Item No. 6 - Ratification of remuneration of the Cost Auditors

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Chandra Wadhwa & Co., Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2022.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 6 of the Notice for ratification of the remuneration payable to the Cost Auditors of the Company for the financial year ending March 31, 2022.

None of the Directors, Key Managerial Personnel of the Company and their relatives (to the extent of their shareholding in the Company, if any) are, in any way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item No. 6 of the Notice.

The Board commends Ordinary Resolution set out at Item No. 6 of the Notice for members consideration and ratification.

Item No. 7 - Approval of Employees’ Stock Option Scheme 2021

Human resource is the key for the continuous growth and development of the Company. In order to attract and retain best talent with the Company by way of rewarding their performance and motivate them to contribute and participate in the overall growth, profitability and financial success of the organization, the Board of Directors of the Company approved Employees’ Stock Option Scheme 2021 (hereinafter referred to as “ESOS-2021” or “Scheme”) in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 (hereinafter referred to as “SEBI Regulations”).

Section 62(1)(b) of the Companies Act, 2013 and regulation 6(1) of SEBI Regulations requires the approval of the Company’s members by means of a Special Resolution for issue of shares to Eligible Employees of the Company under ESOS-2021. The Special Resolution set out at Item No. 7 of the Notice is seeking your approval for the formulation and implementation of the Scheme and issuance of Equity Shares thereunder.

The salient features of ESOS-2021 are as under:

Brief Description of the Scheme:

The Scheme shall be called Employees’ Stock Option Scheme 2021 [ESOS-2021].

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Management Discussion & Analysis Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

The objective of the ESOS-2021 is to attract and retain talent and to motivate Employees to contribute to the Company’s growth and profitability. The ESOS-2021 applies only to Identified Employees of the Company

Total number of Options to be granted under the Scheme:

The maximum aggregate number of options to be granted under the ESOS-2021 is 10,00,000 (Ten Lakh). Each Option will entitle an Option Holder to, subject to the conditions of Vesting, Exercise such Option and pursuant to such Exercise to apply for and be allotted one fully paid Share in accordance with the provisions of the ESOS-2021.

The Options which stand lapsed / forfeited under the ESOS-2021 will not be re-issued.

Identification of classes of employees entitled to participate and be beneficiaries in Scheme:
Such employee who is in permanent employment of the Company and shall include any Managing Director and Chief Executive Officer or Whole Time Director of the Company but shall exclude (i) any non-executive or Independent Directors; and/or (ii) any Employee or Director who is a Promoter or belongs to the Promoter Group; and/ or (iii) any Employee or Director who either by himself or through his relative or through any body corporate, directly or indirectly holds more than 10% of the outstanding Shares of the Company.
Requirement of Vesting and period of Vesting:
The option shall vest as per the following schedule:
(i) The first tranche comprising 20% of the number of Options granted under a Letter of Grant (“Tranche 1”) shall vest upon completion of one year from the Date of Grant.
(ii) The second tranche comprising 30% of the number of Options granted under a Letter of Grant (“Tranche 2”) shall vest upon completion of two years from the Date of Grant.
(iii) The third tranche comprising 50% of the number of Options granted under a Letter of Grant (“Tranche 3”) shall vest upon completion of three years from the Date of Grant.
Vesting of options will happen only if the employee is in continuous employment of the Company during the vesting period.
Maximum period within which the Options shall be vested:
The Options granted under the Scheme shall vest within a maximum period of Three years from the Date of Grant.
Exercise Price or Pricing Formula:

The Exercise Price shall be determined by the Board of Directors (which term shall deemed to include Nomination and Remuneration Committee), at its discretion but subject to the conditions that the Exercise

Price may be equal to or higher than, but shall not be lower than, the Base Price. The “Base Price” shall be the lower of:

(i) Average closing price of the Shares of the Company on the Stock Exchange for a period of two weeks immediately preceding the dateof the Grant; and
(ii) Closing price of the Shares of the Company on the Stock Exchange on the date prior to the date of the Grant.

If the Shares of the Company are listed on more than one Stock Exchange then the Base Price shall be determined as regards each Stock Exchange by applying the above mentioned formula and the lowest of the Base Prices so determined shall be the Base Price for the purposes of the ESOS-2021.

Further, the Exercise Price shall not be less than the par value of the Shares of the Company.

Exercise period and process of Exercise:

The exercise period shall commence from the date of expiry of the Vesting Period and will continue up to four years thereafter. Special provisions shall apply in case of resignation, death, permanent disability, retirement, misconduct of any employee or Employees who are on long leave.

To Exercise an Option, the Option Holder shall make an application (in writing) to the Company for the Exercise of Options in the prescribed application form and shall have paid or shall simultaneously pay Exercise Price and applicable taxes to the Company.

Appraisal process for determining the eligibility of the Employees to Scheme:

The appraisal process to be followed for grant of Options would, inter alia, take into consideration:

(i) Performance rating and conduct of the Identified Employee in the prior financial year ending 31 March;
(ii) Individual contribution towards Company’s performance and potential growth of Identified Employees; and/ or
(iii) Adherence by the Identified Employee to the values of the Company.
The Maximum number of Options to be granted per Employee and in aggregate:
The maximum aggregate number of options to be granted under the said Scheme is 10,00,000 (Ten Lakh).

The maximum number of Options to be granted to any individual Identified Employee of the Company per year will be as per the discretion of the Committee but shall in no event be equal to or exceed: (i) 200,000 Options; OR (ii) 1% of the share capital (excluding warrants and

72 | Everest Industries Limited

conversions) of the Company or any other limit prescribed under the SEBI Regulations and Applicable Laws, whichever is lower.

The Maximum quantum of benefits to be provided per Employee under the scheme:

The maximum quantum of benefits that will be provided to every eligible Employee under the Scheme will be the difference between the market value of Company’s Share on the Stock Exchanges as on the Date of Exercise of Options and the Exercise Price paid by the Employee.

Whether the Scheme(s) is to be implemented and administered directly by the Company or through a Trust:

The Scheme shall be implemented by direct route and be administered by the Nomination & Remuneration Committee of the Company.

Whether the Scheme involves new issue of shares by the company or secondary acquisition by the Trust or both:

The scheme involves new issue of shares by the Company

The amount of loan to be provided for implementation of the Scheme by the Company to the Trust, its tenure, utilization, repayment terms, etc.:

Not applicable, since it is proposed to be implemented by direct route.

The Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the Trust for the purposes of the Scheme:

Not applicable, since the scheme is proposed to be implemented by direct route.

Disclosure and accounting policies:

The Company shall conform to the accounting policies as specified under the SEBI Regulations from time to time.

The method which the Company shall use to value its Options:

The Company will value its Options as per the Accounting Standards and methods as prescribed under Applicable laws from time to time.

Statement with regard to Disclosure in Director’s Report: The Company will value its Options as per the Accounting Standards and methods as prescribed under Applicable laws from time to time. If in case, the Company opts for expensing of share based employee benefits using the intrinsic value, then the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value, shall be disclosed in the Directors’ report and the impact of this difference on profits and on earnings per share (“EPS”) of the company shall also be disclosed in the Directors' report.

The Board recommends the Special Resolution set out at Item No.7 of the Notice for approval of the members.

The Directors and Key Managerial Personnel of the Company may be deemed to be concerned or interested in the Special Resolution set out at Item No. 7 to the extent of the equity shares / options already held by them and the options which may be granted to them under the ESOS-2021.

ESOS – 2021 and other documents referred to in the aforesaid resolutions would be available for electronic inspection without any fee by the members on the basis of the request being sent on [email protected].

Item No. 8 - Approval for payment of commission to Mr. Anant Talaulicar, Non-Executive Chairman for the financial year 2021-22

The members at the 87th Annual General Meeting held on August 27, 2020 approved the appointment of Mr. Talaulicar as an Independent Director of the Company with effect from November 21, 2019 for a term of five (5) consecutive years. Subsequently, the Board appointed Mr. Anant Talaulicar as Non-Executive Chairman of the Company with effect from June 25, 2020.

Mr. Talaulicar has about 35 years of rich experience (16 years in USA) in the fields of Manufacturing, Project Management, Finance etc. Mr. Talaulicar earned a Bachelor’s degree in Mechanical Engineering from Mysore University. He received a Master’s degree in Engineering from the University of Michigan in 1985 and MBA from Tulane University in 1987. He was Chairman and Managing Director of Cummins Group in India from March 2004 till October 2017.

Since joining the Board, Mr. Talaulicar has taken active interest in significant strategic matters of the Company and his contribution has been immense and invaluable. His role in the corporate strategy and business development of the Company has been significant. Mr. Talaulicar as Non Executive Chairman not only offers the Company his expertise in growth of all segments of the business but also plays an important role in guiding and mentoring the leadership team of the Company.

Mr. Talaulicar has played a significant role in all operational aspects of the Company for the financial year 2020-21. He has been continuously monitoring implementation of strategies & initiatives and taking corrective actions wherever required. He is also involved in drawing strategies for taking the Company to the next level.

The members of the Company had approved special resolution on March 7, 2021 through Postal Ballot for payment of remuneration by way of commission upto ₹ 2,00,00,000/- (Rupees Two Crores) to Mr. Anant Talaulicar for the financial year 2020-21, subject to the limit of four percent (4%) of net profits of the Company computed in the manner referred to in Section 198 of the Companies Act, 2013, for the financial year 2020-21. The Board, on the recommendation of NRC, in its meeting held on May 27, 2021 approved payment of commission to Mr. Talaulicar of ₹ 2,00,00,000/- (Rupees Two Crores).

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Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

The Board at its meeting held on May 27, 2021, on the recommendation of Nomination & Remuneration Committee and subject to approval of members of the Company, has given its approval for payment of commission to Mr. Talaulicar upto ₹ 2,00,00,000/- (Rupees Two Crores) for the financial year 2021-22 subject to the limit of 4% of net profits of the Company computed in the manner referred to in Section 198 of the Companies Act, 2013 (“Act”). Aforesaid commission to the Non-Executive Chairman shall be over and above 1% commission payable to the Non-Executive Directors for the financial year 2021-22 pursuant the special resolution dated March 7, 2021 passed by the members of the Company through postal ballot.

As per section 197 of the Act, remuneration to Non-Executive Directors by way of commission exceeding 1% of the net profits of the Company per annum, calculated in accordance with the provisions of Section 198 of the Act, can be paid by passing Special Resolution in the general meeting.

Further, as per the Regulation 17(6)(ca) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), approval of the members by way of Special Resolution is required every year in case the annual remuneration payable to a single Non-Executive Director exceeds 50% of the total annual remuneration payable to all Non-Executive Directors.

As the proposed commission payable to Non-Executive Chairman for the financial year 2021-22 would exceed 50% of the total annual remuneration payable to all the Non-Executive Directors, members approval by way of Special Resolution is sought pursuant to the provisions of regulation 17(6) (ca) of the SEBI Listing Regulations. Members approval by way of Special Resolution is also required under section 197 of the Act as the commission payable to the Non-Executive Chairman would exceed limit of 1%.

Additional information in respect of Mr. Anant Talaulicar pursuant to Secretarial Standard 2 is annexed to this Notice.

The Board commends the Special Resolution set out at Item No. 8 of the Notice for approval of the members for payment of commission to Mr. Anant Talaulicar, Non-Executive Chairman for the financial year 2021-22. Mr. Talaulicar is interested in the Special Resolution as set out at Item No. 8 with respect to commission payable to him. The relative(s) of Mr. Talaulicar may be deemed to be interested in the said Special Resolution to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 8 of the Notice.

74 | Everest Industries Limited

ANNEXURE

THE STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED UNDER SCHEDULE V TO THE COMPANIES ACT, 2013

I.		General Information	General Information
1	Nature of Industry	The Company is engaged in the business of manufacturing of fibre cement products with manufacturing facilities located at Madhya Pradesh, West Bengal, Tamil Nadu, Maharashtra, Uttarakhand and Odisha. The Company is also in the business of steel buildings with plants located at Uttarakhand, Jharkhand and Gujarat. The Company offers building products and building solutions for housing, commercial and industrial sectors in India and abroad.
2	Date or expected date of commencement of commercial production	The Company is already in production for more than 87 years.
3	In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	Not applicable
4	Financial performance based on given indicators.		₹in Lakhs FY 2020-21 FY 2019-20 FY 2018-19 Standalone Consolidated Standalone Consolidated Standalone Total Income 122,213.11 122,680.90 129,319.97 1,29,486.00 1,41,059.60 1,41,479.37 9,283.99 9,163.48 2,140.21 2,087.52 8,490.25 8,286.44 5,759.18 5,638.67 1,373.00 1,352.32 6,420.38 6,185.75 Consolidated Profit Before Tax Profit After Tax
5	Foreign investments or collaborators, if any	The Company has not entered into any foreign collaboration. The Company has two subsidiaries outside India viz., Everest Building Products in Mauritius and Everestind FZE in Jebel Ali Free Zone, Dubai, UAE. Some Non Resident Indians & Foreign Institutional Investors hold minor shareholding in the Company.
II.		Information about the appointee
S. No	Particulars	Rajesh Joshi
1	Background details	Mr. Joshi is an Electronics and Telecommunication Engineer from University of Pune and has completed his MBA from SIBM, Pune. He has over 25 years of experience in multiple product categories including paints, retailing, telecom and consumer products. Mr. Joshi has worked in professionally managed Indian groups such as Asian Paints, Future Group, Bharti and Pidilite.
2	Past Remuneration	Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 128.92 2020-21 (₹ in Lakhs) Others (PF & Superannuation) 75.25 Total 204.17
3	Recognition or award	N.A.
4	Job profile and his suitability	Mr. Rajesh Joshi, Managing Director & CEO of the Company reports to the Board of Directors. He leads the Company in all aspects of Management, Marketing, Finance and Operations. His strong understanding of the Company’s markets and customers and his managerial acumen add value to the leadership and sustainable growth of the Company.

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Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

II.	Information about the appointee	Information about the appointee
S. No	Particulars	Rajesh Joshi
5	Remuneration proposed	Details of proposed remuneration is provided in the AGM Notice.
6	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person	Taking into account the turnover of the Company and the experience and responsibilities of Mr. Rajesh Joshi, the remuneration being proposed to be paid to him is reasonable and in line with remuneration levels in the industry.
7	Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any	Mr. Rajesh Joshi, Managing Director & CEO, does not maintain any pecuniary relationship (except managerial remuneration), directly or indirectly with the Company and does not hold any relationship with any managerial personnel.
III.	Other Information
1	Reasons of loss or inadequate profits	Current economic situation, weak demand, reduced liquidity in the market, increase in price of raw material and low selling price has impacted the performance of the Company.
2	Steps taken or proposed to be taken for improvement	The Company is making necessary efforts to maintain its leadership and improve its performance by aggressively implementing its strategies and cost reduction initiatives along with revenue enhancement initiatives.
3	Expected increase in productivity and profits in measurable terms	Economic revival is expected. The results of the above initiatives are expected to improve Company’s performance and profitability.

ADDITIONAL INFORMATION IN RESPECT OF MR. RAJESH JOSHI AND MR. ANANT TALAULICAR PURSUANT TO THE LISTING REGULATIONS AND THE SECRETARIAL STANDARD ON GENERAL MEETINGS

Name of Director	Mr. Rajesh Joshi	Mr. Anant Talaulicar
Date of Birth	22.1.1970	11.7.1961
Age	51 Years	59 Years
Experience	25 Years	35Years
Date of first appointment on the Board	1.9.2021	21.11.2019
Expertise in specific functional areas	Project Management, Finance, Operations	Manufacturing, Project Management, Finance
Qualifications	Electronics and Telecommunication Engineer and MBA	B.E.(Mech), Master’s degree in Engineering and MBA
Remuneration last drawn (Financial Year 2020-21)	₹2,04,16,669/-	₹ 2,05,00,000/-*
Names of other entities in which the person also holds the directorship.	Nil	1 Birlasoft Limited 2 Force Motors Limited 3 India Nippon Electricals Limited 4 The Hi-Tech Gears Limited 5 KPIT Technologies Limited 6 Ushajaivant Foundation 7 Jakson Engineers Limited 8 Jakson Limited

76 | Everest Industries Limited

	Mr. Rajesh Joshi	Mr. Anant Talaulicar
Names of other entities in which the person also holds Membership/ Chairmanship of Committees of the Board	Nil	1 KPIT Technologies Limited - [Chairman Nomination & Remuneration Committee and Corporate Social Responsibility Committee and Member of of Audit Committee, Enterprise Risk Management Committee] 2 Birla Soft Limited - [Chairman of Nomination & Remuneration Committee and Member of Audit Committee, Enterprise Risk Management Committee and Corporate Social Responsibility Committee] 3 India Nippon Electricals Limited - [Member of Audit & Risk Management Committee]
Shareholding in the Company (as on 31st March, 2021)	Nil	Nil
Relationship with other Directors, Manager and other Key Managerial Personnel of the company	None	None
Number of Meetings of Board attended during the year	4 out of 4	8 out of 8
Terms and conditions of appointment/ re-appointment/ remuneration	Refer to item no. 5 of the Notice and the corresponding Explanatory Statement.	Refer to item no. 8 of the Notice and the corresponding Explanatory Statement

Commission & Sitting Fees for attending Board and Committee meetings

By Order of the Board For Everest Industries Limited

New Delhi, May 27, 2021

Neeraj Kohli Company Secretary & Head-Legal Membership No.: FCS 3089

Regd. Office: GAT 152, Lakhmapur, Taluka Dindori, Nashik- 422 202 (Maharashtra) Tel : 02557-250375/462, Fax : 02557-250376 CIN: L74999MH1934PLC002093 E-mail : [email protected]

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Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

(Refer Note 15 of the Notice of 88th AGM)

Communication on Tax Deduction at Source (TDS) on Dividend Distribution

As you are already aware that w.e.f. 1st April 2020, Dividend Distribution Tax u/s 115-O of the Income-tax Act, 1961 (“the IT Act”) payable by domestic companies on declaration of dividend has been abolished. Pursuant to this amendment and certain consequential amendments brought vide Finance Act, 2020, the Company would be under an obligation to deduct tax at source (“TDS”) in accordance with the provisions of the IT Act, from dividend distributed on or after 1st April 2020.

Please take note of the below TDS provisions and information/document requirements for each shareholder:

Section 1: For all Members - Details that should be completed and /or updated, as applicable

All Members are requested to ensure that the below details are completed and/or updated, as applicable, in their respective demat account/s maintained with the Depository Participant/s; or in case of shares held in physical form, with the Company, by August 9, 2021. Please note that these details as available on record date will be relied upon by the Company, for the purpose of complying with the applicable TDS provisions:

I. Valid Permanent Account Number (PAN).
II. Residential status as per the Act i.e. Resident or Non-Resident for FY 2021-22.

III. Category of the Member:

i. Mutual Fund
ii. Insurance Company
iii. Alternate Investment Fund (AIF) Category I and II
iv. AIF Category III
v. Government (Central/State Government)
vi. Foreign Portfolio Investor (FPI) /Foreign Institutional Investor (FII): Foreign Company
vii. FPI/FII: Others (being Individual, Firm, Trust, AJP, etc.)
viii. Individual
ix. Hindu Undivided Family (HUF)
x. Firm
xi. Limited Liability Partnership (LLP)
xii. Association of Persons (AOP), Body of individuals (BOI) or Artificial Juridical Person (AJP)
xiii. Trust
xiv. Domestic company
xv. Foreign company.
IV. Email Address.
V. Address

Section 2: TDS provisions and documents required, as applicable for relevant category of Members.

Members are requested to take note of the TDS rates and document/s, if any, required to be submitted to the Company by August 9, 2021 for their respective category, in order to comply with the applicable TDS provisions

I. For Resident Members:

i. Mutual Funds: No TDS is required to be deducted as per section 196(iv) of the IT Act subject to specified conditions. Self-attested copy of valid SEBI registration certificate needs to be submitted.
ii. Insurance companies: No TDS is required to be deducted as per section 194 of the IT Act subject to specified conditions. Self- attested copy of valid IRDA registration certificate needs to be submitted.
iii. Category I and II Alternative Investment Fund: No TDS is required to be deducted as per section 197A (1F) of the IT Act subject to specified conditions. Self-attested copy of valid SEBI registration certificate needs to be submitted.
iv. Recognised Provident funds: No TDS is required to be deducted as per Circular No.18/2017 subject to specified conditions. Self- attested copy of a valid order from Commissioner under Rule 3 of Part A of Fourth Schedule to the IT Act, or Self-attested valid documentary evidence (e.g. relevant copy of registration, notification, order, etc.) in support of the provident fund being established under a scheme framed under the Employees’ Provident Funds Act, 1952 needs to be submitted.

78 | Everest Industries Limited

v. Approved Superannuation fund: No TDS is required to be deducted as per Circular No.18/2017 subject to specified conditions. Self-attested copy of valid approval granted by Commissioner under Rule 2 of Part B of Fourth Schedule to the IT Act needs to be submitted.
vi. Approved Gratuity Fund: No TDS is required to be deducted as per Circular No.18/2017 subject to specified conditions. Self- attested copy of valid approval granted by Commissioner under Rule 2 of Part C of Fourth Schedule to the IT Act needs to be submitted.
vii. National Pension Scheme: No TDS is required to be deducted as per Sec 197A (1E) of the IT Act.
viii. Government (Central/State): No TDS is required to be deducted as per Sec 196(i) of the IT Act.
ix. Any other entity entitled to exemption from TDS: Valid self-attested documentary evidence (e.g. relevant copy of registration, notification, order, etc.) in support of the entity being entitled to exemption from TDS needs to be submitted.

x. Other resident Members:

a) TDS is required to be deducted at the rate of 10% u/s 194 of the IT Act.
b) No TDS is required to be deducted, if aggregate dividend distributed or likely to be distributed during the financial year to individual shareholder does not exceed ` 5000. Normal dividend/s declared in the preceding financial year 2020 – 2021 would be considered as the basis to determine applicability of the said threshold for the entire financial year.
c) No TDS is required to be deducted on furnishing of valid Form 15G (for individuals, with no tax liability on total income and income not exceeding maximum amount which is not chargeable to tax) or Form 15H (for individual above the age of 60 years with no tax liability on total income).
d) TDS is required to be deducted at the rate of 20% u/s 206AA of the IT Act, if valid PAN of the shareholder is not available.
e) TDS is required to be deducted at the rate prescribed in the lower tax withholding certificate issued u/s 197 of the Act, if such valid certificate is provided.
f) TDS shall be deducted at the rate of 20% u/s 206AA of the IT Act, if the shareholder is a specified person within the meaning of Sec. 206AB(3). However, in terms of Circular No. 11 of 2021 dated 21-06-2021, if the specified person files a valid return of income (filed & verified) for Assessment Year 2019-20 or 2020-21 during the financial year 2021-22 before the record date, then he will not be treated as specified person and tax shall be deducted @ 10%.

II. For Non-resident Members:

i. Any entity entitled to exemption from TDS: Valid self-attested documentary evidence (e.g. releva copy of registration, notification, order, etc. by Indian tax authorities) in support of the entity being entitled to exemption from TDS needs to be submitted.

ii. Other non-resident Members including FPI and FII:

a) TDS is required to be deducted at the rate of 20% (plus applicable surcharge and cess) u/s 95 or 196D (for FII & FPI) as the case may be, of the IT Act
b) Shareholder may be entitled to avail lower TDS rate as per Double Tax Avoidance Treaty (DTAA) between India and the country of tax residence of the shareholder as modified by Multilateral Instrument (‘MLI’), on furnishing the below specified documents
1) Self-attested copy of PAN;
2) Self-attested copy of valid Tax Residency Certificate (TRC) obtained from the tax authorities of the country of which the shareholder is a resident;
3) Self-declaration in Form 10F; and
4) Self-declaration on letterhead of having no Permanent Establishment in India, Beneficial ownership of shares and eligibility to claim treaty benefits (as per Annexure 1 to this Communication).
c) TDS is required to be deducted at the rate prescribed in valid lower tax withholding certificate issued u/s 197 of the IT Act, if such valid certificate is provided, except in case of FII and FPI whose TDS is to be effected u/s 196D.

ANNUAL REPORT: 2020-21 | 79

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

d) In case of FII and FPI, copy of SEBI registration certificate.

Details and / or documents as mentioned above in Section 1 and Section 2, as applicable to the Member, need to be sent, duly completed and signed, through registered email address of the Member with PAN being mentioned in the subject of the email to reach by August 9, 2021. Please note that communication in this regard, shall not be accepted post August 9, 2021.

Section 3: Other general information for the Members

I. For all self-attested documents, Members must mention on the document “certified true copy of the original”. For all documents being sent / accepted by email, the Member undertakes to send the original document/s on the request by the Company.
II. In case, the dividend income is assessable to tax in the hands of a person other than the registered Member as on the Record Date, then in terms of Rule 37BA of Income Tax Rules 1962, registered Member is required to furnish a declaration containing the name, address, PAN of the person to whom TDS credit is to be given and reasons for giving credit to such person.
III. Shareholders holding Equity shares under multiple accounts under different status / category and single PAN, may note that, higher of the tax as applicable to the status in which shares held under a PAN will be considered on their entire holding in different accounts.
IV. TDS deduction certificate will be sent to the Members’ registered email address in due course
V. Surcharge rates applicable for financial year 2021 - 22 for non-residents including FII & FPI:
(i) Individual, HUF, AOP, BOI, AJP, Trust

Individual, HUF, AOP, BOI, AJP, Trust
Dividend Income	Rate
Upto₹50 lakhs	Nil
Income exceeds₹50 lakhs but does not exceed₹1 crore	10%
Income exceeds₹1 crore	15%

(ii) Co-operative society or Firm

Co-operative society or Firm
Aggregate Income	Rate
Income exceeds₹1 crore	12%

(iii) Foreign company

Foreign company
Aggregate Income	Rate
Income exceeds₹1 crore but does not exceed₹10 crores	2%
Income exceeds₹10 crores	5%

VI. Normal dividend/s declared in the preceding financial year 2020 – 2021 would be considered as the basis to determine applicability of the surcharge rate.
VII. Health and Education Cess of 4% is applicable for financial year 2021 – 2022 for non-residents.
VIII. Application of TDS rate is subject to necessary due diligence and verification by the Company of the shareholder details as available in register of Members on the Record Date, documents, information available in public domain, etc. In case of ambiguous, incomplete or conflicting information, or the valid information/documents not being provided, the Company will arrange to deduct tax at the maximum applicable rate.
IX. In case TDS is deducted at a higher rate, an option is still available with the shareholder to file the return of income and claim an appropriate refund, if eligible.
X. In the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided / to be provided by the Member/s, such Member/s will be responsible to indemnify the Company and also, provide the Company with all information / documents and co-operation in any appellate proceedings.

Note: Above communication on TDS sets out the provisions of law in a summary manner only and does not purport to be a complete analysis or listing of all potential tax consequences. Shareholders should consult with their own tax advisors for the tax provisions applicable to their particular circumstances

80 | Everest Industries Limited

(Refer Section 2(II)(iii)(b)(4) of above Communication on TDS on Dividend Distribution)

ANNEXURE 1

FORMAT FOR DECLARATION FOR CLAIMING BENEFITS UNDER DTAA

To,

Date:

Everest Industries Limited

D-206, Sector 63, Noida – 201301 (UP) Email: [email protected]

Subject: Declaration for eligibility to claim benefit under Double Taxation Agreement between Government of India and Government of ..................................................................... (mention country of tax residency) (“DTAA”), as modified by Multilateral Instrument (“MLI”), if applicable

With reference to above, I/We wish to declare as below:

I / We, .................................. (Full name of the shareholder) having permanent account number (PAN) under the Indian Income tax Act, .................................................................. (mention PAN ), and holding .......................................................................................... (mention numberof shares held) number of shares of the Company under demat account number/ folio number ......................... as on the Record date August18, 2021, am/are a tax resident of (country name) in terms of Article 4 of the DTAA as modified by MLI (if applicable) and do not qualify as a‘resident’ of India u/s 6 of the Indian Income-tax Act, 1961 (“the IT Act”). A copy of the valid tax residency certificate for …….. (period), which is valid as on the Record Date, is attached herewith
I/We am/are eligible to be governed by the provisions of the DTAA as modified by MLI (if applicable), in respect of the dividendincome and entitled to claim the treaty benefits including but not limited to the Principal Purpose Test (PPT), limitation ofbenefit clause (LOB), Simplified Limitation of Benefits (SLOB), period of holding of shares etc. as applicable. I/We specificallyconfirm that my/our affairs /affairs were not arranged such that the main purpose or the principal purpose thereof was to obtain tax benefits available under the applicable tax treaty.
I/We am/are the legal and beneficial owner of ……….. (No. of Shares) shares held in the Company. Further, I/ We am/are the beneficial owner of dividend income to be received from the Company in respect of aforementioned shares.
I/We am/are tax resident of ........... (mention country of tax residency) and assessed therein as a tax resident and I/We am/are not a fiscally transparent entity.
I/We do not have a Permanent Establishment (“PE”) in India in terms of Article 5 of the DTAA as modified by MLI (if applicable) or a fixed base in India and the amounts paid/payable to us, in any case, are not attributable to the PE or fixed base, if any, which may have got constituted otherwise.
I/We do not have a PE in a third country and the amounts paid/payable to us, in any case, are not attributable to a PE in third jurisdiction, if any, which may have got constituted otherwise.
I/We do not have a Business Connection in India according to the provision of section 9(1)(i) of the Act and the amounts paid/ payable to us, in any case, are not attributable to business operations, if any, carried out in India.
We do not have a Place of Effective Management [under Section 6(3) of the IT Act] in India (if shareholder is a company).

I/We hereby certify that the declarations made above are true and bonafide. In case in future, any of the declarations made above undergo a change, we undertake to promptly intimate you in writing of the said event. You may consider the above representations as subsisting unless intimated otherwise.

I/we in the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided by me, I will be responsible to pay and indemnify such income tax demand (including interest, penalty, etc.) and provide the Company with all information / documents that may be necessary and co-operate in any proceedings before any income tax / appellate authority.

For .................................................... (Mention the name of the payee)

Authorised Signatory

(Name of the person signing) (Designation of the person signing)

ANNUAL REPORT: 2020-21 | 81

BOARD’S REPORT

To

The Members of Everest Industries Limited

Your Directors take great pleasure in presenting Eighty-Eighth (88th) Annual Report of Everest Industries Limited. (“Company” or “Everest”) together with the Audited Financial Statements for the financial year ended March 31, 2021.

FINANCIAL RESULTS

( ` In Crores)

|FINANCIAL RESULTS|(In Crores)|(In Crores)|(In Crores)|(In Crores)|
|---|---|---|---|---|
|Particulars|Financial Year ended||||
||Standalone||Consolidated||
||31.03.2021|31.03.2020
31.03.2021||31.03.2020|
|Net Revenue from operations & Other Income
Profit before Depreciation & Finance Costs
Less : Depreciation
: Finance Costs
Profit before Tax
Tax Expense|1,222.1
1,293.2
1,226.8
1,294.9
122.1
51.9
120.8
51.7
25.3
23.7
25.3
23.7
3.9
7.0
3.9
7.0
92.8
21.1
91.6
20.9
35.2
7.4
35.2
7.4||||
|Profit for the year|57.6
13.7
56.4
13.5||||
|Other comprehensive income for the year, net of tax
Total comprehensive income for the year , net of tax
Add: Balance in Profit & Loss Account
Minority share
Profit Available for Appropriation
Appropriations:
General Reserve
Dividend
Tax on Dividend|1.0
(0.3)
1.0
(0.5)
58.6
13.4
57.4
13.0
318.0
318.7
317.6
318.7
-
-
-
-
376.5
332.1
375.0
331.7
-
-
-
-
-
-
-
-
1.6
11.7
1.6
11.7
-
2.4
-
2.4||||
|Closing Balance|375.0
318.0
373.4
317.6*||||

Includes Rs. 1.31 cr. on account of merger of wholly owned subsidiary Everest Building Solutions Limited with Everest Indistries Limited with efect from 01.04.2020

DIVIDEND

The Board of Directors (“Board”) have recommended a dividend of 7.50 per equity share of 10/- each for the financial year ended March 31, 2021 subject to the approval of the members. The total outgo on account of dividend on dividend will be 14.1 crores as against 1.6 crores for the previous financial year.

PERFORMANCE REVIEW

The Company has achieved a Total Income of ` 1,222 crores during the financial year 2020-21 (“Year”). The Highlights of the Company’s performance on standalone basis during the Year are as under:

Revenue for the Year at 1222.1 crores was lower by 5.5% as compared with 1293.2 crores in the previous year. Top line in Building Products segment recorded a increase of 13.9% whereas in the steel building segment the same recorded a decrease of 42.4%.
Production volume in the two business segments were as follows:
a. In Building Products segment the production for the Year at 7,36,095 MT was lower by 3.1% over 7,59,372 MT in the previous year.
b. In steel buildings segment the production for the Year at 24,396 MT during the year was lower by 47.5% over 46,486 MT in the previous year.
Operating Profit (EBIDTA) during at the Year at 122.1 crores was higher by 135.4% over 51.9 crores in the previous year.

ANNUAL REPORT: 2020-21 | 83

Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

Profit before Tax during the Year at 92.8 crores was higher by 340.4% as compared to 21.1 crores in the previous year.
Cash profit was 77.2 crores as compared to 40.6 crores in the previous year.

The consolidated revenue of the Company for the Year was 1226.8 crores lower by 5.3% from 1294.9 crores in the previous year. The consolidated operating profit for the Year was 120.9 crores as compared to 51.7 crores in the previous year. Consolidated Profit after Tax for the Year was 56.4 crores as against 13.5 crores in the previous year.

COVID-19

Act, 2013 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

Financial Year 2020-21 was a highly uncertain and challenging year. Covid-19 impacted almost every aspect of human lives in ways never imagined. The adverse impact of the pandemic on economy has been unprecedented. Operational challenges mounted due to restricted movement and disrupted supply lines. Our focus has been on our employee’s health & safety and meeting the market needs through continuing production and distribution even though impacted by localised lockdowns while preserving cash.

COVID-19 poses a unique challenge in personal lives of our employees, business associates and our business activities. The situation remains uncertain while the country has been through the 2nd wave and 3rd wave looks probable. The impact assessment of COVID-19 is a continuing process, given the uncertainties associated with its nature and duration. The company will continue to monitor any material changes to future economic conditions and the consequent impact on its business, if any.

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, there was no change in the share Capital of the Company. The Share Capital of the Company as on March 31, 2021 was 15,63,63,400/- divided into 1,56,36,340 equity shares of 10/- each.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2021, 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 on March 31, 2021 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

In accordance with the provisions of Section 152 of the Companies Act, 2013 (“Act”), Mr. Narotam Sekhsaria, Director of the Company, 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 as Director of the Company.

The Board of Directors in their meeting held on June 25, 2020 appointed Mr. Anant Talaulicar, Independent Director as Non-Executive Chairman of the Board and Ms. Padmini Somani as Vice-Chairperson of the Board.

During the Year, Mr. Manish Sanghi tendered his resignation as Director and Managing Director of the Company with effect from the close of business hours on 31st August, 2020. The Board, on the recommendation of Nomination & Remuneration Committee (“NRC”) has appointed Mr. Rajesh Joshi as an Additional Director and Managing Director & Chief Executive Officer of the Company, for a period of 3 years with effect from September 1, 2020, subject to the approval of members at the forthcoming 88th Annual General Meeting (“AGM”) of the Company. He shall hold office as an Additional Director upto the date of the 88th AGM. Mr. Joshi is eligible for appointment as a Director and Managing Director & CEO of the Company. The Board is of the opinion that Mr. Joshi, possesses requisite qualification, experience, and holds high standards of integrity. The resolution pertaining to appointment of Mr. Rajesh Joshi as a Director and Managing Director & CEO is set out in Item no.5 of the Notice of the AGM.

Mr. Y. Srinivasa Rao, Whole Time Director designated as Executive Director of the Company requested the Board of Director for being allowed to retire from the position of Whole Time Director and resigned as Director of the Company with effect from the close of the business hours on April 9, 2021 due to personal reasons. The Board accepted his request for retirement from the position of Whole Time Director and his resignation as Director of the Company with effect from the close of the business hours of April 9, 2021.

Mr. Nikhil Dujari, Chief Financial Officer and Key Managerial Personnel of the Company tendered his resignation with effect from the close of the business hours of May 10, 2021. The Board, on the recommendation of NRC and the Audit Committee has appointed Mr. Pramod Nair, Vice President – Finance of the Company as Chief Financial Officer (CFO) and designated him Whole time Key Managerial Personnel (KMP) of the Company with effect from May 11, 2021.

84 | Everest Industries Limited

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the both Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 (”Listing Regulations”) and also not debarred from holding the office of director pursuant to any SEBI order or any such authority.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs and have confirmed their compliance with Rule 6 of The Companies (Appointment & Qualification of Directors) Rules, 2014.

In the opinion of the Board, all independent directors possess strong sense of integrity and have requisite experience, qualification and expertise.

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 Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

HOLDING, SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES

Falak Investment Private Limited, promoter of the Company, is the holding company of the Company w.e.f. March 23, 2020.

During the Year, Everest Building Solutions Limited ceased to be subsidiary of the Company pursuant to National Company Law Tribunal, Mumbai Bench order dated January 29, 2021 sanctioning the scheme of merger of Everest Building Solutions Limited, wholly subsidiary of the Company with the Company.

The Company has a subsidiary in Mauritius viz. Everest Building Products. This company operates as a holding company for its subsidiary in the UAE. During the Year, the subsidiary earned an interest income of 0.01 lakhs and a net loss of 8.22 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 total income of 2763.12 lakhs and a net loss of 112.27 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 Year, no Company has become or ceased to be a Joint Venture or Associate of the Company.

DEPOSITS

The 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 March 31, 2021.

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 Act. 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 https://www.everestind.com/uploads/Files/161invuf_Related -Party.pdf

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report.

The CSR Committee in view of amendments in the Section 135 of the Act and in the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”) recommended to the Board a revision in CSR Policy which has been approved by the Board.

The key changes made in the CSR Policy are given below:

Implementing agency which intends to undertake CSR activity needs to get itself registered with MCA.
Chief Financial Officer or the person responsible for financial management shall certify that the funds disbursed to implementing agency have been utilised for the purposes and in the manner as approved by the Board. The Board also needs to satisfy itself that the funds disbursed to implementing agency have been utilised for the purposes and in the manner as approved by it.

ANNUAL REPORT: 2020-21 | 85

Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

The Board shall determine whether a project is an ongoing project or otherwise. In case of ongoing Project, the Board is required to monitor the implementation of the project with reference to the approved timelines and year-wise allocation. The Board may make modifications, if any, for smooth implementation of the project within the overall permissible time period.
In every financial year CSR Committee has to formulate and recommend to the Board an Annual Action Plan.
New sections “Surplus arising of CSR activities” and “carry forward of excess CSR expenditure are added based on amended Section 135 of the Act and CSR Rules.

The CSR Policy may be accessed on the Company’s website at the link https://www.everestind.com/uploads/Files/ 194invuf_CSR-Policy-Final-1-4-2021.pdf The Company has identified four focus areas of engagement which are as under:

Livelihood enhancement - skill development,
training and employment generation
Promotion of education, and sports.
Preventive health care and Sanitation
Environmental Sustainability

The Company also undertakes other need-based initiatives in compliance with Schedule VII to the Act.

Annual Report on CSR activities for the financial year 2020-21 in the prescribed format is annexed as ANNEXURE-2 to this Board’s Report. The Company is undertaking the CSR activities through its trust “Everest Foundation”.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the Year under review, as stipulated under regulation 34 of Listing Regulations in the prescribed format is annexed as ANNEXURE-3 to this Board’s 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 SEBI (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2021 with regard to the Employees’ Stock Option Schemes (ESOS) are provided in ANNEXURE-4 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 available for electronic inspection by the members during the 88th Annual General Meeting.

STATUTORY AUDITORS

appointment of M/s S R Batliboi & Co. LLP, Chartered Accountants, as Auditors of the Company for a period of five years from the conclusion of the said AGM. M/s S R Batliboi & Co. LLP will complete their present term on conclusion of forthcoming AGM in terms of the said approval and Section 139 of the Companies Act, 2013 (‘Act’) read with the Companies (Audit and Auditors) Rules, 2014.

On the recommendation of the Audit Committee, the Board of Directors has recommended to the members for the appointment of M/s. S R B C & CO LLP, Chartered Accountants (Registration No. 324982E/E300003), a network firm of M/s. S.R. Batliboi & Co. LLP, as the Auditors of the Company for a period of five years from the conclusion of the forthcoming AGM till the conclusion of the 93rd AGM of the Company. The members are requested to appoint M/s. S R B C & CO LLP, Chartered Accountants, as Statutory Auditors of the Company as set out at Item no. 4 of the Notice of the forthcoming Annual General Meeting.

AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks made by M/s S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, in their report for the financial year ended March 31, 2021.

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 its cost records.

The Board on the recommendation of Audit Committee has appointed M/s Chandra Wadhwa & Co., Cost Accountants as Cost Auditors to audit the cost records of the Company for the financial year 2021-22. As required under the Act, a resolution seeking approval of the members for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming 88th Annual General Meeting.

SECRETARIAL AUDITOR AND SECRETARIAL STANDARDS

The Board has appointed M/s TVA & Co. LLP, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2020-21 as required under Section 204 of the Act and the rules made thereunder. The Secretarial Audit Report for the financial year 2020-21 is attached as ANNEXURE-5 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.

The Members of the Company at the 83rd Annual General Meeting (‘AGM’) held on 29th June, 2016 approved the

86 | Everest Industries Limited

DISCLOSURES

AUDIT COMMITTEE

The Audit Committee of the Board as on March 31, 2021 comprises of Mr. Rajendra Chitale (Chairman) Mr. B.L. Taparia (Member), Mr. M.L. Gupta (Member), Mrs. Bhavna Doshi (Member), Ms. Padmini Somani (Member) and Mr. Anant Talaulicar (Member). For details, please refer to Corporate Governance Report attached to the Annual Report. The Board has accepted all the recommendations made by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board, as on March 31, 2021, comprises of Mr. B.L. Taparia (Chairman), Mr. M.L. Gupta (Member), Mrs. Bhavna Doshi (Member), Ms. Padmini Somani (Member) and Mr. Anant Talaulicar (Member). For details, please refer to Corporate Governance Report attached to this Annual Report.

The Nomination and Remuneration Committee has framed the Nomination, Remuneration and Board Diversity Policy which lays down the criteria for appointment of Directors on the Board of your Company and guides organization’s approach to Board Diversity. No changes were made in the Policy during the financial year.Nomination, Remuneration and Board Diversity Policy is available on the website of the Company at https://www.everestind.com/uploads/Files/ 342invuf_Nomination-BoardDiversityPolicy.pdf

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 https://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 and that such internal financial controls are adequate and operating effectively. The audit committee reviews report presented by the internal auditors. It maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively. For more details, refer to the ‘Internal control systems and their adequacy’ section in the Management’s discussion and analysis, which forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The CSR Committee of the Board, as on March 31, 2021, comprises of Ms. Padmini Somani (Chairperson), Mr. M.L. Gupta (Member), Mr. Alok Nanda (Member), Mr. Rajesh Joshi (Member) and Mr. Y. Srinivasa Rao (Member). Mr. Y Srinivasa Rao ceased to be member of the Corporate Social Responsibility Committee w.e.f April 1, 2021. For details, please refer to Corporate Governance Report which is part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board, as on March 31, 2021, comprises of Mr. M.L. Gupta (Chairman), Mr. Rajesh Joshi (Member) and Mr. Y. Srinivasa Rao (Member). Mr. Y Srinivasa ceased to be the member of the Stakeholders Relationship Committee w.e.f. April 1, 2021 and Mr. B L Taparia has been appointed as member of the Stakeholders Relationship Committee w.e.f April 1, 2021. For details, please refer to Corporate Governance Report which is part of this Annual Report

The Board met eight (8) times during the Year, 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 Act are disclosed in the Note No 2.05 to the Standalone Financial Statements. The Company has neither given any loans nor provided any security or fresh guarantee under Section 186 of the Act during the Year.

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

VIGIL MECHANISM POLICY

ANNUAL RETURN

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, customers and other stakeholders 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

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company’s website at the link https://www.everestind.com/uploads/Files/425invuf_Annual_ Return-MGT-7.pdf

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Overview Management Discussion & Analysis Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

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-7 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- 8 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:

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 to 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

Issue of equity shares with differential rights as to dividend, voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
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.
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.
No change in the nature of the business of the Company happened during the Year under review.

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

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors further state that during the year under review, the Company has complied with provisions relating to the

Anant Talaulicar Rajesh Joshi Chairman Managing Director&CEO Mumbai, May 27, 2021

88 | Everest Industries Limited

ANNEXURE – 1

FORM AOC – 1

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES, ASSOCIATE OR JOINT VENTURES OF THE COMPANY

(Pursuant to first proviso to Sub-Section (3) of Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014).

PART A: SUBSIDIARIES

( ` In Lakhs)

Name of the Subsidiary	Everest Building Products	Everestind FZE
1. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period	01.04.2020 To 31.03.2021	01.04.2020 To 31.03.2021
2. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	USD 73.5047	AED 19.993
3. Share capital	36.67	192.92
4. Reserves & surplus	(33.64)	(345.79)
5. Total assets	6.01	501.45
6. Total Liabilities	2.98	654.32
7. Investments	-	-
8. Total Income	0.01	2,763.12
9. Profit/(Loss) before taxation	(8.22)	(112.27)
10. Provision for taxation	-	-
11. Profit/(Loss) after taxation	(8.22)	(112.27)
12. Proposed Dividend	-	-
13. % of shareholding	100%	100%

*Everestind FZE is the wholly owned subsidiary of the Company’s wholly owned subsidiary i.e. Everest Building Products, Mauritius.

PART B: ASSOCIATES AND JOINT VENTURES - Not applicable

Note: Everest Building Products, Mauritius was incorporated on 9th September, 2013, Everestind FZE in Jebel Ali Free Zone, Dubai, UAE was incorporated on 18th December, 2013. During the Year, Everest Building Solutions Limited ceased to be subsidiary of the Company pursuant to National Company Law Tribunal, Mumbai Bench (“NCLT”) order dated January 29, 2021 sanctioning the scheme of merger of Everest Building Solutions Limited, wholly subsidiary of the Company with the Company.

For and on behalf of the Board

Anant Talaulicar Chairman

Rajesh Joshi Managing Director & CEO Mumbai, May 27, 2021

Pramod Nair Chief Financial Officer

Neeraj Kohli Company Secretary New Delhi, May 27, 2021

ANNUAL REPORT: 2020-21 | 89

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

ANNEXURE – 2

ANNUAL REPORT ON CORPORTE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2020-21

[Pursuance to Section 135 of Companies Act, 2013 & Rules made there under]

1. 2.	Brief outline on the Company’s CSR Policy Composition of CSR Committee as on 31st March 2021:	S. No 1 Name of Director Ms. Padmini Somani Chairperson 2 2 Designation / Nature Number of meetings of CSR Committee held during the year Number of meetings of CSR C o m m i t t e e attended during the year The Corporate Social Responsibility (CSR) policy has been developed in consonance with Section 135 of the Companies Act 2013 and in accordance with the CSR Rules notified thereof by the Ministry of Corporate Affairs, Government of India and shall apply to all CSR projects undertaken by Everest Industries Limited (‘EIL’) as per schedule VII of the Act, within the geographical limits of India only, for the benefit of marginalized, disadvantage, poor or deprived sections of the community and the environment with an objective to improve people’s lives by empowering communities and thereby creating sustainable impact in the areas we operate. The activities that the Company has undertaken under the CSR Policy area pertaining to Livelihood enhancement-training and skill development, Preventive healthcare and sanitation, Promotion of education & sport and Environment sustainability etc. 2 Mr. Rajesh Joshi Member 1 1 3 Mr. M. L. Gupta Member 2 2 4 Mr. Alok Nanda Member 2 2 5 Mr. Y Srinivasa Rao Member 2 2 Ceased to be member w.e.f. 1.4.2021
3.	Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.	https://www.everestind.com/disclosures-under-statutory-enactments
4.	Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).	Not Applicable
5.	Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any.	Not Applicable
6.	Average net profit of the company as per section 135(5).	`6899.97 lakhs
7.	(a) Two percent of average net profit of the company as per section 135(5)	`138.00 lakhs

90 | Everest Industries Limited

	(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years	Nil
	(c) Amount required to be set off for the financial year, if any	Nil
	(d) Total CSR obligation for the financial year (7a+7b-7c)	`138.00 lakhs
8.	(a) CSR amount spent or unspent for the financial year: Details given below

Total Amount Spent for the Financial Year (in lakhs)	Amount Unspent (in lakhs)	Amount Unspent (in lakhs)	Amount Unspent (in lakhs)	Amount Unspent (in lakhs)	Amount Unspent (in lakhs)
	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
85.33	56.79	30 -04 -2021	NA	NA	NA

(b) Details of CSR amount spent against ongoing projects for the financial year: Details given below

1	2	3	4	5	5	6	7	8	9	10	10	10
S. No	Name of the Project	Item from the list of activities in Schedule VII to the Act.	Local area (Yes/ No)	Location of the project		Project duration	Amount allocated for the project (in lakhs)	Amount spent in the current financial Year (in lakhs)	Amount transferred to Unspent CSR Account for the project as per Section 135 (6) (in lakhs)	Mode of Impleme ntation - Direct (Yes/ No)	Modeof Implementation - Through Implementing Agency
				State	District
											Name	CSR Registration number
1	Education, training and livelihood support programme	(ii) Promoting education, employment enhancing vocation skills and livelihood enhancement projects	No	Madhya Pradesh, Uttar Pradesh, West Bengal, Gujrat	Katni, Lucknow, Gorakhpur, Haridwar Kolkata, Mednipur, Bharuch	01-01 -2020 to 31-03 -2024	90.00	41.72	48.28	Yes	Everest Foundation	CSR00003563
2	Preventive Health, Hygiene & Sanitation	(i) Preventive healthcare and sanitation	Yes	Madhya Pradesh and Maharash- tra	Katni and Nashik	01-01 -2020 to 31-03 -2024	15.00	10.21	4.79	Yes	Everest Foundation	CSR00003563
3	Everest Football Academy	(ii) Promoting education	Yes	Tamil Nadu	Coimbato- re	01-01 -2020 to 31-03 -2024	9.15	5.43	3.72	Yes	Everest Foundation	CSR00003563
	Total						114.15	57.36	56.79

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Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

(c ) Details of CSR amount spent against other than ongoing projects for the financial year: Detail given below

1	2	3	4	5	5	6	7	8	8
S. No	Name of the Project	Item from the list of activities in Schedule VII to the Act	Local area (Yes/ No)	Location of the project		Amount to be spent in the current financial Year (in lakhs)	Mode of Implementation - Direct (Yes/ No)	Mode of Implementation - Through Implementing Agency
				State	District
								Name	CSR Registration number
1	Covid 19 Response Project	(i) Preventive healthcare	Yes	Uttrakhand, Madhya Pardesh, Odisha, West Bengal, Maharashtra, Tamil Nadu, Gujarat	Haridwar, Katni, Balasore, Kolkata, Nashik, Coimbatore, Bharuch	21.87	Yes	Everest Foundation	CSR 00003563
2	Community Development	(i) Eradicating Hunger (x) Rural development (xii) Disaster relief support	Yes	West Bengal, Maharashtra	Mednipur, Nashik	2.04	Yes	Everest Foundation	CSR 00003563
	Total					23.91

d) Amount spent in Administrative Overheads – 4.06 lakhs
e) Amount spent on Impact Assessment, if applicable - Not Applicable
f) Total Amount spent for the financial Year(8b+8c+8d+8e) - 85.33 lakhs
g) Excess amount for set off, if any - Not Applicable

S. No	Particular	Amount (in lakhs)
(i)	Two percent of average net profit of the company as per section 135(5)	NA
(ii)	Total amount spent for the Financial Year
(iii)	Excess amount spent for the financial year [(ii)-(i)]
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any
(v)	Amount available for set off in succeeding financial years [(iii)-(iv)]

(a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

S. No	Precedig Financial Year	Amount transferred to Unspent CSR Account under section 135 (6) (in lakhs)	Amount spent in the Reporting Financial Year (in lakhs)	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any
				Name of the Fund	Amount (in Rs).	Date of transfer
Not Applicable

92 | Everest Industries Limited

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

1	2	3	4	5	6	7	8	9
S. No	Project ID	Name of the Project	Financial Year in which the project was commenc ed	Project duration	Total amount allocated for the project (in`)\|Amount spent on<br>the project in the<br>reporting<br>Financial Year<br>(in`)	Cumulative amount spent at the end of reporting Financial Year (in`)	Status of the project - Completed /Ongoing
Not Applicable

10 In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details).

a) Date of creation or acquisition of the capital asset(s).
b) Amount of CSR spent for creation or acquisition of capital asset.
c) Details of the entity or public authority or beneficiary under Not Applicable whose name such capital assets is registered, their address etc.
d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).
11 Specify the reason(s), if the company Financial Year 2020-21 was affected with pandemic Covid-19 and on account of has failed to spend two per cent of strict lockdown across India many CSR activities planned for the year could not the average net profit as per section completed or partially completed thus the Company has been able to spend INR 135(5) 85.33 lacs out of INR 138.00 lacs on CSR activities.

Rajesh Joshi Padmini Somani (Managing Director and Chief Executive Officer) (Chairman, CSR Committee). Mumbai, 27 May, 2021 London, 27 May, 2021

ANNUAL REPORT: 2020-21 | 93

Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

ANNEXURE – 3

BUSINESS RESPONSIBILITY REPORT FOR THE FY 2020-21

In terms of Regulation 34 of the Listing Regulations

Section A: General Information about the Company

1. Corporate Identity Number (CIN) of the Company	L74999MH1934PLC002093
2. Name of the Company	Everest Industries Limited
3. Registered address	GAT 152, Lakhmapur, Taluka Dindori, Nashik-422202, Maharashtra
4. Website	www.everestind.com
5. E-mail id	[email protected]
6. Financial Year reported	2020-21
7. Sector(s) that the Company is engaged in (industrial activity code-wise)	Building Products – 23959 Steel Buildings – 41003 (As per NIC 2008)
8. List three key products/services that the Company manufactures/provides (as in balance sheet)	The Building Products: • Roofing, Boards & Panels, • Heavy Duty Boards, • Rapicon walls Steel Buildings: • Pre-Engineering Steel Buildings
9. Total number of locations where business activity is undertaken by the Company I. Number of International Locations (Provide details of major 5) II. Number of National Locations	The company operates from India with its 8 manufacturing plants and 3 Offices across the country.
10. Markets served by the Company – Local/State/National/International/	The Company serves in both national and international markets.

Section B: Financial Details of the Company

Section B: Financial Details of the Company
1. Paid up Capital (INR)	`1,564 lakhs
2. Total Turnover (INR)	` 1,22,213 lakhs
3. Total profit after taxes (INR)	`5,759 lakhs
4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%)	1.2% (`85.33 Lakhs) of average net profit of the Company for last three financial years calculated as per section 198 of the Companies Act, 2013.
5. List of activities in which expenditure in 4 above as been incurred:-	The CSR amount is spent in following broad areas: I. Livelihood enhancement- skill development and training II. Promotion of education and sports. III. Preventive health care IV. Community Development

94 | Everest Industries Limited

Section C: Other Details

1. Does the Company have any Subsidiary Company/ Companies?

Yes, the Company has 2 subsidiary companies. Please refer to Annexure -1 of Board’s Report in the Annual Report.

2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s)

No, the subsidiary companies do not participate in the BR initiatives of the Company.

3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]

The Company is working towards including its supply chain in their BR initiatives. However, none of its suppliers or distributors is a part of BR Initiatives.

Section D: BR Information

1. Director/Directors responsible for BR

(a) Details of the Director/Director responsible for implementation of the BR policy/policies

The CSR Committee of the Board of Directors is responsible for implementation of BR policies. The members of the CSR Committee are as follows:

S. No	DIN Number	Name	Designation
1	00046486	Ms. Padmini Somani	Chairperson of CSR Committee
2	00088685	Mr. M. L. Gupta	Member of CSR Committee
3	02149755	Mr. Alok Nanda	Member of CSR Committee
4	08855031	Mr. Rajesh Joshi	Member of CSR Committee
5	01289086	Mr. Y. Srinivasa Rao*	Member of CSR Committee

Ceased to be Member w.e.f. 01.04.2021

(b) Details of the BR head

DIN Number (if applicable)	Not Applicable
Name	Manish Kumar Singh
Designation	Head - CSR & BRR
Telephone number	91-120-4791800
E-mail id	[email protected]

2. Principle-wise (as per NVGs) BR Policy/policies

(a) Details of compliance

(a)	Details of compliance
No.	Questions	P1	P2	P3	P4	P5	P6	P7	P8	P9
1	Doyou have apolicy/policies for	Y	Y	Y	Y	Y	Y	Y	Y	Y
2	Has the policy being formulated in consultation with the relevant stakeholders?	Y	Y	Y	Y	Y	Y	Y	Y	Y
3	Does the policy conform to any national / international standards? If yes, specify? (50 words)	The c order as IS issue	ompan to pra O 9001 d by Mi	y’s polic ctice na , ISO nistry o	ies are tional 14001, f Corp	aligne or inter ISO 4 orate a	d with nation 5001 ffairs,	various al benc and NV Govern	stand hmark G Gui ment o	ards in s such delines f India
4	Has the policy being approved by the Board? Is yes, has it been signed by MD/ owner/ CEO/ appropriate Board Director?	Y	Y	Y	Y	Y	Y	Y	Y	Y
5	Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy?	Y	Y	Y	Y	Y	Y	Y	Y	Y

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Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

No.	Questions	P1	P2	P3	P4	P5	P6	P7	P8	P9
6	Has the policy being formulated in consultation with the relevant stakeholders?	https://www.everestind.com/uploads/Files/343invuf_Busine ssResponsibilityPolicy.pdf
7	Has the policy been formally communicated to all relevant internal and external stakeholders?	Y	Y	Y	Y	Y	Y	Y	Y	Y
8	Does the company have in-house structure to implement the policy/ policies?	Y	Y	Y	Y	Y	Y	Y	Y	Y
9	Does the Company have a grievance redressal mechanism related to the policy/ policies to address stakeholders’ grievances related to the policy/ policies?	Y	Y	Y	Y	Y	Y	Y	Y	Y
10	Has the company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?*	N	N	N	N	N	N	N	N	N

*The Company has initiated Business Responsibility in Financial Year 2019-20 and it is in the early stages. It could not executed as FY 2020-21 was largely impacted due to COVID-19, thus it will take some time to implement the BR Policy completely. The Company is in process of engaging different stakeholders such as suppliers, customers etc. to be part of Business Responsibility initiative of the Company. The Company will carry out independent audit/ evaluation of working of BR Policies as and when it is deemed necessary.

(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why

No.	Questions	P1
1	The company has not understood the Principles	Not Applicable
2	The company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles	Not Applicable
3	The company does not have financial or manpower resources available for the task	Not Applicable
4	It is planned to be done within next 6 months	Not Applicable
5	It is planned to be done within the next 1 year	Not Applicable
6	Any other reason (please specify)	Not Applicable

3. Governance related to BR

(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year

The Business Responsibility performance of the Company is assessed annually by the CSR Committee.

(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?

The Business Responsibility Report of the Company will be published annually. Further details can be accessed from link: https://www.everestind.com/annual-reports

96 | Everest Industries Limited

Section E: Principle-Wise Performance

Principle 1: Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No. Does it extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others?

1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No. Does it extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others?

Ethics, Transparency and Accountability Policy is applicable to the Directors and employees of the Company across all its functions, units and branches.

2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

At the opening of the financial year 2020-21, 2 complaints were under investigation and resolved satisfactorily. During the financial year 2020-21, 1 complaint was received and resolved by the Company.

Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle

List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities
The Company foundation is based on its values of respect, excellence and integrity when it comes to design and development products and services. The Company understands its obligations on social and environmental concerns, risks and opportunities. Thus, the Company is committed to work with its stakeholders to mitigate the environmental and social impacts of its products throughout their life cycle. We manufacture products responsibly with minimum negative impact on environment, few such products include:
(a) Roofing (Hitech): Fibre cement Roofing sheet formulation is a carefully balanced blend of synthetic and natural organic fibres, fillers and cement which produces an eco-friendly product that has become recognized as a major advance in roofing and cladding application.

(b) Boards: Everest Boards and Panels are eco-friendly product made of Hatschek process enabled with HPSC (High Pressure Steam Curing) technology which makes them moisture, fire and termite resistant. These new age boards have edge to other wood based alternatives.

Everest Boards are GRIHA (Green Rating for Integrated Habitate Assessment) certified Green Products. One of Boards variant classified as fire rating A1 as per EN (European) standards.

(c) Rapicon Panels: Everest Solid Wall Panels (Rapicon) are made of sandwiched Fibre cement boards and light weight aerated concrete as a core material. The Rapicon is eco-friendly product used for rapid wall constructions. The Everest Panels are GRIHA certified Green Products too.

2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional):

(a) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain?

	FY 2020-21	FY 2020-21	FY 2020-21	FY 2019-20	FY 2019-20	FY 2019-20
	Hitech	Boards	Rapicon Panels	Hitech	Boards	Rapicon Panels
Specific Energy Consumption (kwh/MT)	89.67	90.01	32.59	73.06	93.59	31.49
Water Consumption (kL/MT)	0.25	0.50	0.43	0.22	0.48	0.42
Raw Material Yield (m2n/MT)	156.55	164.90	1.29	153.31	168.20	1.26

(b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?

Rapicon Panels: Rapicon is a Dry wall construction, hence Water usage in construction at site is negligible. Further it has excellent thermal properties facilitates in maintaining good Air Conditioning in Building. These are energy efficient building products, also non-combustible and tested for fire and toxicity ratings.

Boards: Board is a Dry wall construction; hence Water usage in construction is negligible, it also exhibit excellent thermal properties if used with rock wool sandwiched in 2 boards. In addition, one of Boards variant is non-combustible in nature and meets A1 (highest) fire rating as per European (EN) standards.

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Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

3. Does the company have procedures in place for sustainable sourcing (including transportation)? (a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.

We work in tandem with our suppliers and most of our procurement of raw materials and services are awarded to vendors who have systems in place to ensure responsible behavior such as adherence to local and national compliances, implementation of management systems including ISO 14001, ISO 45001 etc. In addition Suppliers environmental and social audits are also conducted by an independent third party. Further, transportation and logistics optimization is an ongoing activity to reduce the relative environmental impacts. The Company source -6.3% (of total buying value) inputs sustainably.

4. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? (a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors?

The company has a vast network of suppliers both in India and abroad. However the procurement decisions are always taken considering the development of local

economy. Most of our suppliers are local (from India) thereby leading to an ease of delivery of products and services and minimal environmental footprint. A number of capacity building and skill development programmes are conducted for the local and small vendors.

5. Does the company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste (separately as ‹5%, 5-10%, ›10%)? Also, provide details thereof, in about 50 words or so

At Everest, waste is managed in an efficient manner. In addition to recycling the waste generated from our operations, we also utilize waste from other industries as raw material into our processes. Such as fly ash, secondary pulp etc.

In the manufacturing of boards, Rapicon and Hitech, we utilize approximately 16-18%, 30-35% and 7-10% of fly ash respectively. In the manufacturing of Boards and Hitech, we utilize approximately 3–4%, and 1.5-2% of secondary pulp respectively.

Further in the manufacturing of boards, 2.3% of product rejection is recycled and used as Raw material.

Principle 3: Businesses should promote the wellbeing of all employees.

1. Please indicate the total number of employees:

The total number of permanent employees is 1309 (718 on roll employees and 591 on roll workmen).

2. Please indicate the total number of employees hired on temporary/ contractual /casual basis:

The total number of hired on temporary/contractual/casual basis is 2373 employees.

3. Please indicate the number of permanent women employees:

The total number of women employees is 31.

4. Please indicate the number of permanent employees with disabilities?

There are 2 employees with special abilities.

5. Do you have an employee association that is recognized by management?

Yes, employees and workers are represented by unions/associations at our manufacturing locations. The unions/ associations recognized by management are affiliated either of; Indian National Trinamool Trade Union Congress (INTTUC), Indian National Trade Union Congress (INTUC), Bharatiya Mazdoor Sangh (BMS), Center for Trade Union (CITU), Socialist Unity Centre of India (SUCI), Anna Thozhisangha Peravai (ATP), All India United Trade Union Centre (AIUTUC) and Independent Trade Unions of employees/workers of the Company.

6. What percentage of your permanent employees is members of this recognized employee association?

41.9% of total permanent employees are member of these recognized employee associations.

98 | Everest Industries Limited

7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year?

No	Category	No. of complaints filed during the financial year	No. of complaints pending as onend of the financial year
1	Child/forced /involuntary labours	Nil	Nil
2	Sexual harassment	Nil	Nil
3	Discriminatory employment	Nil	Nil

8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year?

No	Category	Safety	Skill up-gradation
(a)	Permanent Employees	80%	60%
(b)	Permanent Women employees	70%	30%
(c)	Casual/temporary/contractual employees	80%	60%
(d)	Employees with special abilities	100%	70%

Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized

1. Has the company mapped its internal and external stakeholders? Yes/No

Yes, during the reporting period, the company has mapped its internal and external stakeholders.

2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders?

Yes, the Company purpose is “to improve people’s lives by reimagining spaces” thus it has identified disadvantaged, vulnerable and marginalized communities in the vicinity of the manufacturing plants as most vulnerable external stakeholders. The villagers, youth, marginal construction workers, children and women emerged as target groups and hence are being catered through CSR projects.

3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof, in about 50 words or so?

The company through its CSR arm ‘Everest Foundation’ which aims “to improve people’s lives by empowering communitiest hereby creating sustainable impact in the areas we operate in”, it has initiated various programmes to engage with disadvantaged, vulnerable and marginal stakeholders. Due to the pandemic, the Foundation focused on preventive health programmes and supported to the communities around it manufacturing locations with Covid Response projects and it is also educating community on the ill effects of tobacco use. The Foundation through its training and livelihood support programmes are building skills in marginal construction workers, youth and women. The sport and community empowerment initiatives have benefitted community around business

Principle 5: Businesses should respect and promote human rights.

1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint ventures/ suppliers/ Contractors/NGOs/Others?

The respect and integrity are the important core values of the Company which entails ‘to care for and value people regardless of position, race or gender and follow the law in latter in spirit’. Thus, the company ensures that neither the company nor any of its stakeholders indulge in any form of Human rights violations. The policy on Human rights is applicable to employees, directors, customers, suppliers, vendors and investors.

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Financial Statements - Consolidated

2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

During the reporting period, no complaints were received

Principle 6: Business should respect, protect, and make efforts to restore the environment

1. Does the policy related to Principle 6 cover only the company or extends to the group/ joint ventures/ suppliers/ contractors/ NGOs/other

The Policy applies to the directors and employees of the Company across all its directors, employees, suppliers, vendors etc.

2. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc.? Y/N. If yes, please give hyperlink for webpage etc.

Yes, the Company respect and protect the environment with every decision it makes. The Company has taken initiatives to combat climate change which include reduction of carbon emissions by using alternate renewable energy where we are utilizing 14% (1.1 MWp Solar Power Plant on BOOT) and 7.2% (0.5 MWp Solar Power Plant on BOOT) renewable energy in our Lakhmapur Works and Podanur Works respectively. In addition to solar energy, we are also replacing a part of furnace oil in boilers with biomass briquettes. During the reporting period, we have consumed 6072 MT of Briquettes in thereby replacing 2643 MT of FO. Further details can be availed from link: https://everestind.com/annual-reports

3. Does the company identify and assess potential environmental risks? Y/N

Yes, the Company believes in taking informed decisions when it comes to environmental risks and opportunities. In order to identify and assess potential risks we conduct Environmental impact assessment at all the manufacturing plants.

4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if yes, whether any environmental compliance report is filed?

No, we don’t have any project on Clean Development Mechanism.

5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc.

The Company has implemented various initiatives w.r.t. clean technology, energy efficiency and renewable energy such as replacing furnace oil with biomass briquette, increase the use of solar energy (BOOT model) in the total energy consumption etc. We have implemented state of the art technology to increase energy efficiency. Further details can be availed from link: https://everestind.com/annual-reports

6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported?

Yes, the emissions/waste generated by the Company during the year is within permissible limits given by CPCB/SPCB(s).

7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.

As on 31 March, 2021 there is no legal notice received and pending.

Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner

1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:

The Company is a member of the following Industry associations:
- a. Confederation of Indian Industry
- b. PHD Chambers of Commerce
- c. Fiber Cement Products Manufacturer Association (FCPMA)

2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas ( drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)

The Company actively participates on these forums on issues and policy matters that impact the interest of our stakeholders. We prefer to be part of the broader policy development process and do not practice lobbying on any specific issue.

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Principle 8: Businesses should support inclusive growth and equitable development

1. Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof.

The Company is committed “to improve people’s lives by empowering communities and thereby creating sustainable impact in the areas we operate in”. The Company has well designed CSR policy and strategies in place to bring positive and sustainable change in the communities through effective and innovative programmes. The Company has developed a programmes based on needs and demand in the community we operate. All its stakeholder groups which are significant for the projects at various stages of programme development and implementation are engaged in process. The following are the areas of intervention;

(a) Livelihood enhancement: Training and skill building, based on skills livelihoods assistance are provided to enhance income.
(b) Healthcare and Sanitation: Promotive and preventive healthcare services through health advocacy, responding immediate health need to promote quality life
(c) Empowering Communities: Promotion of education, women empowerment, environment, sport promotion and disaster relief.

2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organization?

To give greater attention to the CSR programmes, the Company has established ‘Everest Foundation’ which is a registered trust established in 2015. The Foundation implements projects directly by using internal resources and expertise and works in neighboring communities of the Company. Although, Everest Foundation is sole owner of all its community programmes, but to bring external expertise and knowledge to make programme more effective, we collaborate with likeminded organizations at different stages of programmes.

3. Have you done any impact assessment of your initiative?

Evaluation and impact assessments are undertaken at every critical phase of the program or at the maturity stage of the project. These assessments are undertaken by internal expert or external consultants and organizations specializing in the subject. During the year, no impact assessment was done by external agency. However, 2 evaluation studies were carried out to assess the yearly performance of 3 skills centers and Building Master Training programme by the students of prestigious management institutes.

4. What is your company’s direct contribution to community development projects- Amount in INR and the details of the projects undertaken?

Total amount spend on CSR activities in FY 2020-21 is INR 85.33 lakhs. The amount was spent on following programmes:

Preventive health, hygiene and Sanitation Covid response projects were implemented in 7 States/Districts around the Everest manufacturing facilities covering 18 villages/localities. Covid Testing Kiosks were provided to a charitable hospital. A Tobacco Control Programme was implemented to make Nashik (Maharstra) and Katni (Madhya Pradesh) districts tobacco free. The cumulative spent on these programmes is INR 32.08 lakhs.

Education, Training & Livelihood Support: The Building Master Training and a computer education/training center were run to benefit marginal construction workers, youths and children, the cumulative spent on both programme is INR 41.72 lakhs.

Sports Promotions & Community Empowerment: A Football Academy is being run at Coimbatore to train youths and organized Football. A support provided to the community during the Amphan (disaster relief) in East Medinipur (West Bengal) and Lakhmapur (Nashik). The cumulative spent on these programme is INR 7.47 lakhs.

For detail information please refer CSR section and Annexure 2 of Directors Report In Annual Report.

5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.

The Company believes in need based CSR, the programmes are designed in consultation with the local communities determining their demands/needs. Therefore there is a sense of ownership that instills leading to a successful adoption of the community development initiative. Further, during the course of the project implementation, we work towards building the capacity of local community and stakeholders to ensure sustainability of the programme e.g. in training and livelihood programmes, building the capacity of community and empower them to make projects self-sustainable.

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Statutory Reports Financial Statements - Standalone Financial Statements - Consolidated

Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner

1. What percentage of customer complaints/consumer cases are pending as on the end of financial year.

We have a formal system of receiving customer complaints, as on 31st March 2021, 1.4% of the complaints received are pending resolution due to lockdown on account of COVID- 19 pandemic. As far as the Consumer cases, during the financial year there was one case pending in the court of District Consumer Forum.

2. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A. / Remarks (additional information)

The product information and labelling is governed by Bureau of Indian Standard (BIS). The company displays product information on the product labels. These details are over and above the products information as per BIS rules and guidelines.

3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so.

There is no case against the Company relating to unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during last five years and pending as on end of the financial year 2020-21.

4. Did your company carry out any consumer survey/ consumer satisfaction trends?

Yes. The consumer plays an important part in our value chain. The company carries out the customer satisfaction and feedback surveys etc. to improve internal performance and fine tune the market offerings and products

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ANNEXURE – 4

STATEMENT PURSUANT TO REGULATION 14 (DISCLOSURE IN THE BOARD’S REPORT) OF SEBI (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014

The Employees Stock Option Schemes approved by the Company are in compliance with SEBI Regulations. There is no variation in the Schemes which are valid as on date.

A. Relevant disclosures in terms of the “Guidance note on accounting for employee share-based payments” issued by ICAI or any other relevant accounting standards as prescribed from time to time are provided on the link https://everestind.com/disclosures-under-statutory-enactments
B. Diluted EPS on issue of shares in accordance with “Indian Accounting Standard (Ind AS) 33 - Earnings per Share” issued by ICAI: 36.83 (Standalone) and 36.06 (Consolidated).
C. Details related to Employees Stock Option Schemes are given below

Name of the Scheme	ESOS – 2015	ESOS – 2017	ESOS – 2018	ESOS – 2019
Date of shareholders approval	26th August, 2015	26th July, 2017	25th July, 2018	24th July, 2019
Total number of options approved under ESOS	1,80,000	1,80,000	1,80,000	1,80,000
Total number of options granted under ESOS	1,70,000 options were granted on 13th January, 2016	1,60,000 options were granted on 24th January, 2018	1,70,000 options were granted on 23rd January, 2019	16,450 options were granted on 24th March, 2020
Vesting requirements	The vesting period shall be 1 (one) year from the date of grant of options
Exercise price or pricing formula	`262 per option\|`571 per option	`477 per option\|`127 per option
	Being the average closing price of the shares during the two weeks preceding the date of grant of options or closing price of the Company’s shares on the Exchange on the date prior to the date of grant of options, whichever is less.
Maximum term of options granted	The Exercise Period shall commence from the date of expiry of Vesting Period and will continue upto four (4) years thereafter.
Source of shares	Fresh issue of shares
Variation in terms of options	None
Method used for accountingof ESOPs	Fair Value of options
Where the company opts for expensing of the options using the intrinsic value of the options, the Difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed.	NA
The impact of this difference on profits and on EPS of the company shall also be disclosed.	Nil

D. Details of options granted to senior managerial personnel or identified employees during the year ended 31st March, 2021 : No options have been granted by the Company during the financial year 2020-21.

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Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

E. The activity in the Employees Stock Option Schemes during the year ended 31st March, 2021 is as under:

Name of the Scheme	ESOS – 2015	ESOS – 2017	ESOS – 2018	ESOS – 2019
Number of options outstanding at the beginning of the period	51,225	1,29,500	1,59,395	16,300
Number of options granted during the year	-	-	-	-
Number of options forfeited / lapsed during the year	51,225	36,910	47,150	1,950
Number of options vested during the year	-	-	-	14,350
Number of options exercised during the year	-	-	-	-
Number of shares arising as a result of exercise of options	-	-	-	-
Money realized by exercise of options (INR), if scheme is implemented directly by the company	-	-	-	-
Loan repaid by the Trust during the year from exercise price received	NA	NA	NA	NA
Number of options outstanding at the end of the year	NIL	92,590	1,12,245	14,350
Number of options exercisable at the end of the year	NIL	92,590	1,12,245	14,350
Weighted average exercise price and weighted average fair value of Options granted during the year for Options whose exercise price either equals or exceeds or is less than the market price of the stock. Options whose exercise price is equal to the market price: - Weighted average exercise price of options - Weighted average fair value of options	NA NA	NA NA	NA NA	127.00 37.67
A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: Weighted average share price - Exercise price - Expected volatility - Option life (comprising vesting period and exercise period) - Expected dividends - Risk free rate of return	`250.00<br>5 years<br>42.16%<br>2.00%<br>7.88%\|`571.00 5 years 47.51% 0.18% 7.26%	`477.00<br>5 years<br>38.82%<br>1.41%<br>7.35%\|`127.00 5 years 44.14% 5.82% 6.35%
The method used and the assumptions made to incorporate the effects of expected early exercise	Historical data and pattern for early exercise of Options is not uniform, hence not considered in expected life calculations.

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How expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility	Volatility is the measure of the amount by which a price has fluctuated or is expected to fluctuate during a period. The measure of volatility used in the Black-Scholes options pricing model is the annualized standard deviation of the continuously compounded rates of return on the stock over a period of time. For calculating volatility, the daily volatility of the stock prices on the National Stock Exchange, over twelve months period prior to the date of grant has been considered.
Whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition	No other feature has been considered for fair valuation of options except as mentioned in the points above.

How expected volatility was
determined,
including
an
explanation of the extent to
which expected volatility was
based on historical volatility

Volatility is the measure of the amount by which a price has fluctuated or is expected to
fluctuate during a period. The measure of volatility used in the Black-Scholes options
pricing model is the annualized standard deviation of the continuously compounded rates of
return on the stock over a period of time. For calculating volatility, the daily volatility of the
stock prices on the National Stock Exchange, over twelve months period prior to the date of
grant has been considered.

Whether and how any other
features of the option grant
were incorporated into the
measurement of fair value,
such as a market condition

No other feature has been considered for fair valuation of options except as mentioned in
the points above.

The Company in its Annual General Meeting held on 29th June, 2016 and 27th August, 2020 had passed Special Resolution approving Employees’ Stock Option Scheme 2016 and Employees’ Stock Option Scheme 2020 respectively however, no options have been granted by the Company in the financial year 2016-17 and 2020-21.

For and on behalf of the Board

Place: Mumbai Date: May 27, 2021

Anant Talaulicar Rajesh Joshi Chairman Managing Director & CEO

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ANNEXURE 5

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31st March, 2021

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To, The Members Everest Industries Limited CIN: L74999MH1934PLC002093 GAT 152, Lakhmapur, Taluka Dindori Nashik-422202, Maharashtra, India

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Everest Industries Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on 31st March, 2021 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on 31st March, 2021 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):
- a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
- b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
- c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
- d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
- e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act, 2013 and dealing with client;
- g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
- h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; and
- i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(vi) We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with following Acts, Laws and Regulations applicable specifically to the Company:
- a) The Bureau of Indian Standards Act, 2016 and Rules made thereunder;
- b) The Boilers Act, 1923 and Rules made thereunder;
- c) The Petroleum Act, 1934 and Rules made thereunder;
- d) The Explosives Act, 1884 and Rules made thereunder

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Ltd. and National Stock Exchange of India Ltd. (NSE).
(iii) Codes and Policies adopted by the Company

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We further report that during the period under review the following Regulations and Guidelines were not applicable to the Company:

(i) Reserve Bank of India regulations only related to the Foreign Direct Investment;
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(iii) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(iv) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
(v) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018.

We further report that during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

We further report that adequate notice is given to all directors to schedule the Board Meetings and agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions carried through by the Board do not have any dissenting views and hence, no relevant recordings were made in the minutes book maintained for the purpose.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were following event/action in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc, having a major bearing on the Company’s affairs:

(i) Approval of Scheme of merger by NCLT
During the period under review, National Company Law Tribunal (NCLT) vide its order dated January 29, 2021 has approved the Scheme of Merger, filed by the Company and Everest Building Solutions Limited. The Company has duly filed necessary intimations in this regard with the Stock Exchange and the Registrar of Companies (Mumbai).
(ii) Change in Board of Directors
Mr. Manish Sanghi, Managing Director of the Company, has resigned from his position with effect from September 01, 2020. The Company has duly filed necessary intimations in this regard with the Stock Exchange and the Registrar of Companies (Mumbai).

The Board of Directors of the Company in its meeting held on August 31, 2020 has appointed Mr. Rajesh Arvind Joshi as an Additional Director w.e.f. September 01, 2020, to hold the office up to the date of forthcoming Annual General Meeting of the Company. The Board designated him as the Managing Director and Chief Executive Officer of the Company, liable to retire by rotation for a period of 3 Years w.e.f September 01, 2020. The Company has duly filed necessary intimations in this regard with the Stock Exchange and the Registrar of Companies (Mumbai).

(iii) Payment of Commission to Non-Executive Chairman and Non-Executive Directors
The Board of Directors of the Company in its meeting held on January 20, 2021 has decided to pay Commission upto Rs. 2,00,00,000 (Two Crores) to Mr. Anant Talaulicar, Non-Executive Chairman of the Company, for the financial year 2020-21, subject to the limit of 4% of Net Profits of the Company. The Company has duly obtained the shareholders consent through Special Resolution dated March 07, 2021 and has filed necessary intimations in this regard with the Stock Exchange and the Registrar of Companies (Mumbai).

The Board of Directors of the Company in its meeting held on January 20, 2021 has resolve to pay annual remuneration, by way of commission to the Non-Executive Director(s) of the Company, not exceeding one percent (1%) of net profits of the Company, for a period not exceeding five (5) years, for each of the financial years commencing from April 1, 2020. The Company has duly obtained the shareholders consent through a Special Resolution dated March 07, 2021 and has filed necessary intimations in this regard with the Stock Exchange and the Registrar of Companies (Mumbai).

For TVA & Co. LLP Company Secretaries

Date: 27.05.2021 Place: Delhi

Tanuj Vohra Partner M. No.: F5621, C.P. No.: 5253 UDIN: F005621C000381975 RP L2015UP000900

Note: This report is to be read with our letter of even date which is annexed as ‘Annexure A’ and forms an integral part of our report.

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Financial Statements - Consolidated

ANNEXURE A

To, The Members, Everest Industries Limited CIN: L74999MH1934PLC002093 GAT 152, Lakhmapur Taluka Dindori Nashik-422202 Maharashtra, India

1 Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the various compliances but the maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2 We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion and the compliance of the provisions of Corporate and other applicable laws, rules and regulations is the responsibility of the management of the Company. Our examination was limited to the verification of procedures on test basis.
3 We have not verified the correctness and appropriateness of the financial records and Books of accounts of the Company.
4 We have obtained necessary management representation about the compliance of various laws, correctness of information shared and happening of events, wherever required.
5 Compliance with respect to the filings of various reports, returns, forms, certificates and documents under the various statutes as mentioned in our report is the responsibility of the management of the Company. Our examination was limited to checking the execution and timeliness of filing and we have not verified the contents of such reports, returns, forms, certificates etc.
6 Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

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ANNEXURE 6

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES, 2014

A. Conservation of Energy :

(i) Steps taken or Impact on Conservation of Energy:

(a) Energy conservations initiatives are implemented in all the plants resulted in reduction of Specific Energy Consumption in Boards and Roofing’s manufacturing lines.
(b) Installation of LED Lights to substitute conventional Lightings systems in all the plants to reduce the Power Consumption.
(c) Energy Audits and Motors Healthiness Audit carried out in plants. Inefficient motors are replaced with energy efficient IE3 motors.

(ii) Steps taken by the Company for utilizing alternate sources of Energy:

(a) Podanur Works has Captive 500 KWp Solar Power plant which generated 6~7% requirement of the plant.

(b) Lakhmapur Works has Captive 1100 KWp Solar Power plant which generated 12 ~ 14% requirement of the plant.

(iii) Capital Investment on Energy Conservation Equipment:

During the Financial year, Company invested ` 137.29 Lakhs in energy conservation equipment.

B. Technology Absorption :

(i) The efforts made towards technology absorption:

(a) Installed Energy efficient Vacuum systems in Lakhmapur Works.

(b) Developed Dual tome finishes for pre-coated plank (ARTEWOOD).

(ii) Benefits derived like product improvement and product development:

(a) Reduction in Power consumption

(b) Launched dual tone pre-painted planks (ARTEWOOD) in market.

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year) following information may be furnished : YES

(a) details of technology imported : European Paint Coating line for Fiber cement products
(b) the year of import : 2018
(c) whether the technology been fully absorbed : Yes
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof : N.A.

iv) Expenditure incurred on Research and Development :

( ` in Lakhs)

		(`in Lakhs)
Particulars	Current Year	Previous Year
i. Capital ii. Recurring	- 35.84	7.58 85.86
iii. Total	35.84	93.44
iv. Total R & D expenditure as a percentage of total turnover	0.03%	0.07%

C. Foreign Exchange Earnings and Outgo :

ign Exchange Earnings and Outgo :	ign Exchange Earnings and Outgo :	ign Exchange Earnings and Outgo :
(`in Lakhs)
Particulars	Current Year	Previous Year
Foreign Exchange Earnings Foreign Exchange Used	3,207.36 19,846.65	2,673.03 21,617.01

For and on behalf of the Board

For and on	behalf of the Board
Anant Talaulicar	Rajesh Joshi
Chairman	Managing Director & CEO

Place: Mumbai Date: May 27, 2021

ANNUAL REPORT: 2020-21 | 109

Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

ANNEXURE 7

STATEMENT PURSUANT TO RULE 5(2) &(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR THE YEAR ENDED 31ST MARCH, 2021

Top ten employees in terms of remuneration drawn / name of employees in receipt of remuneration of not less than ` 1,02,00,000/- per year if employed for the whole year and in receipt of remuneration at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month if employed for a part of the financial year;

Sr. No.	Name	Designat- ion	Qualifica- tion	Age (Years)	Experience (Years)	Remuneration Gross (`In Lakhs)	Date of Commencement of Employment	Previous Employment	% of shares held in the Company
1.	Manish Sanghi*	Managing Director	B.E. (Mech), PGDM (IIM-A)	57	34	304.43	16.01.2001	Delphi Automotive Systems Ltd. (General Manager-Marketing & Planning)	0.44
2.	Rajesh Joshi**	Managing Director & CEO		51	25	204.17	01.09.2020	ICA Pidilite (CEO)	NIL
3.	Y. Srinivasa Rao	Executive Director	B.Sc. Engg. (Mech)	58	35	187.08	20.08.1997	Samcor Glass Ltd. (Manager)	0.20
4.	Nikhil Dujari	Chief Financial Officer	B.Co (H), C.A	48	25	101.56	03.09.2018	Essel Propack Limited	NIL
5.	Krishnakumar Subramanian	Senior Vice President & Head Business Unit	B.Tech (Mech), Executive MBA	49	28	87.0	25.04.2018	Larsen & Toubro Limited	NIL
6.	Rahul Chopra	Sr.Vice President & Head Roofing Business	B.A(H)	56	34	80.4	01.01.1988	Nil	0.01
7.	Vikas Marwaha	VP Sales & Mktg	B.SC & PGDMM	54	30	74.81	03.10.2019	Greenply Industries Ltd.	NIL
8.	Niranjan Madhusudan Gokhale	Head Strategy	B.E.,MBA	53	27	71.94	06.01.2020	Jaksons Group	NIL
9.	Ashish Choudhary ***	VP (Business Process RE-Engin eering)	Diploma – ME, MBA	50	31	70.88	05.10.2020	Cummins India Limited	NIL
10.	Ruchi Puri	Vice President (Finance)	B.Com (H), AICWAI	54	30	57.42	03.09.1996	Montari Industries Ltd	0.8

110 | Everest Industries Limited

*Mr.Manish Sanghi ceased to be Director of the Company w.e.f. close of business hours on 31.8.2020

** Mr. Rajesh Joshi appointed as Managing Director & CEO of the Company w.e.f. 01.09.2020

*** Employed for part of the year

Notes:

Mr. Ashish Choudhary was in receipt of remuneration aggregating not less than Rs. 8,50,000 per month and employed for part of the Financial Year.
Gross Remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites, company’s contribution to provident fund, officer’s superannuation fund, performance incentives/commission.
All the above employments are permanent in nature except Mr. Rajesh Joshi, Mr. Manish Sanghi & Mr. Y. Srinivas Rao which are contractual.
None of the above employees are related to any Director of the Company.

For and on behalf of the Board Place: Mumbai Anant Talaulicar Rajesh Joshi Date: May 27, 2021 Chairman Managing Director & CEO

ANNUAL REPORT: 2020-21 | 111

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

ANNEXURE 8

DETAILS PURSUANT TO THE PROVISIONS OF SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2017

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year ended March 31,2021;

Non Executive Directors	Ratio of the remuneration of each director to median remuneration of the employees
M.L. Gupta	1:3
Bhavna Doshi	1:3
B.L. Taparia	1:3
Narotam Sekhsaria	1:1
Padmini Somani	1:1
Rajendra Chitale	1:4
Alok Nanda	1:2
Anant Talaulicar	1:56
Executive Directors
Rajesh Joshi*	1:56
Manish Sanghi**	1:84
Y. Srinivasa Rao	1:60

*Appointed as Managing Director & CEO w.e.f. 01.09.2020

** Ceased to be Director of the Company w.e.f. the close of business hours on 31.08.2020

(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year ended March 31,2021;

Name of Person	Remuneration (in lakhs)	Remuneration (in lakhs)	% increase in remuneration
	2019-20	2020-21
M.L. Gupta	9.30	12.20	31.2
Bhavna Doshi	9.10	11.60	27.5
B.L. Taparia	9.10	13.00	42.9
Narotam Sekhsaria	2.00	3.20	60.0
Padmini Somani	3.00	5.00	66.7
Rajendra Chitale	9.60	14.40	50.0
Alok Nanda	7.00	10.20	45.7
Anant Talaulicar*	6.20	205.00	NA
Manish Sanghi**	263.79	304.49	NA
Y. Srinivasa Rao***	183.84	219.48	19.4
Nikhil Dujari	105.52	101.56	-3.7
Neeraj Kohli****	28.74	29.06	1.1

Mr. Anant Talaulicar was Independent Director for the part of the year 2019-20 and therefore percentage increase is not applicable.

** Mr. Manish Sanghi ceased to be Director w.e.f. the close of business hours on 31.08.2020 and therefore percentage increase is not applicable. His remuneration includes leave encashment and Gratuity of 207.87 Lakhs paid in the financial year 2020-21 and leave encashment of 30.80 Lakhs paid in the financial year 2019-20. *** Remuneration of Mr.Y. Srininvasa Rao includes leave encashment of Rs 6 Lakhs paid in the financial year 2020-21 and leave encashment of 2.40 lakhs paid in the financial year 2019-20. **** Remuneration of Mr. Neeraj Kohli includes leave encashment of 0.55 Lakhs paid in the financial year 2020-21 and leave encashment of ` 0.52 Lakhs paid in the financial year 2019-20.

Note: Mr. Rajesh Joshi has been appointed as Managing Director w.e.f. 01.09.2020. Therefore, his name has not been mentioned in the table.

(c) The percentage increase in the median remuneration of employees in the financial year : Nil

(d) The number of permanent employees on the rolls of company: 1309

112 | Everest Industries Limited

(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

During the Financial Year 2020-21, there was no increase in remuneration of employees and managerial personnel.

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

The Company’s remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

For and on behalf of the Board

Place: Mumbai Anant Talaulicar Rajesh Joshi Date: May 27, 2021 Chairman Managing Director & CEO

ANNUAL REPORT: 2020-21 | 113

CORPORATE GOVERNANCE REPORT

1. COMPANY’S PRACTICE ON CORPORATE GOVERNANCE

Corporate Governance is the combination of practices and compliance with laws and regulations leading to effective control and management of the Organization. We consider stakeholders as our partners in our success and remain committed to maximizing stakeholder value. Good Corporate Governance leads to long term stakeholders’ value. Corporate Governance rests upon the four pillars of transparency, disclosure, monitoring and fairness. Your Company is committed to the adoption of and adherence to the best Corporate Governance practices at all times and continuously benchmarks itself with the best standards of Corporate Governance, not only in form but also in spirit.

2. BOARD OF DIRECTORS

The Company has a high profile Board of Directors (“Board”) with varied management expertise. The Board’s roles, functions, responsibilities and accountabilities are known to them due to their vast experience. Notice, Agenda and Minutes of the Board Meetings/Committee Meetings are circulated to the Directors well in advance and confirmed at the subsequent meetings.

A. Composition of Board

The Board as on 31st March, 2021 comprises of Mr. Anant Talaulicar, Non-Executive Chairman & Independent Director, Mr. Narotam Sekhsaria and Ms. Padmini Somani as Non-Executive Directors, Mr. M. L. Gupta, Mr. B. L. Taparia, Mrs. Bhavna Doshi, Mr. Rajendra Chitale and Mr. Alok Nanda as Non-Executive Independent Directors, Mr. Rajesh Joshi as Managing Director & Chief Executive Officer and Mr. Y. Srinivasa Rao as Executive Director The Company has an appropriate size of the Board for real strategic discussion and avails benefit of diverse experience and viewpoints. The composition of the Board is in conformity with the requirements of Regulation 17(1) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

B. Non-Executive Directors’ compensation and disclosures

The Non-Executive Directors are paid sitting fee as well as commission for attending various meetings of the Board & Committees within the limits prescribed under Section 197(1) of the Companies Act, 2013 (“Act”). The amount of commission is based on the performance of the Company performance of the Non-Executive Directors. The commission is approved by the Board and is within the limits already approved by the Shareholders. No stock options were granted to Non-Executive Directors during the financial year under review 2020-21 (“year”).

The Non-Executive Directors did not have any material pecuniary relationship or transactions with the Company except the payment of sitting fees and commission to them during the year.

Directors are not serving as Independent Directors in more than seven listed companies. The Directors of the Company who holds the position as Whole Time Director in the Company do not serve as Independent Director in more than three listed companies

C. Key Board skills, expertise and competencies

The Board has identified the following skills/expertise/competencies fundamental for the effective functioning of the Company which are currently available with the Board:

Leadership	Ability to inspire, motivate and offer direction and leadership to others and represent the company before internal and external stakeholders.
Management	Knowledge or expertise or understanding of sound management and business principles or experience of workingin senior managementposition of anyorganization.
Financial expertise	An understanding of financial statements and the accounting principles used by the company to prepare its financial statements; including the ability to assess the general application of such accounting principles in connection with the accountingfor the company.
Governance	Commitment to the highest standards of governance with clear understanding of roles and responsibilities of Board of a Companyand responsibilities as Director.
Strategy Development and Implementation	Experience in developing and implementing business strategies or ability to give strategic insights to key business objectives.
Global Business	Experience in driving business success in markets around the world, with an understanding of diverse business.
Knowledge of Media sector	Understanding of the working of Media Sector including but not limited to areas like challenges, opportunities,business models,revenue streams,businessprocesses &practices etc.
Legal and Regulatory	Understanding of the regulatory environment under the Company operates along with exposure in handling regulatory matters with a listed company or major organization and/or experience providing legal/regulatory advice and guidance within a complex regulatory regime.

ANNUAL REPORT: 2020-21 | 115

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

Risk Management	Risk Management	Experience in enterprise risk management in the relevant industry, and understanding of the Boards role in the oversight of risk managementprinciples.	Experience in enterprise risk management in the relevant industry, and understanding of the Boards role in the oversight of risk managementprinciples.	Experience in enterprise risk management in the relevant industry, and understanding of the Boards role in the oversight of risk managementprinciples.	Experience in enterprise risk management in the relevant industry, and understanding of the Boards role in the oversight of risk managementprinciples.	Experience in enterprise risk management in the relevant industry, and understanding of the Boards role in the oversight of risk managementprinciples.	Experience in enterprise risk management in the relevant industry, and understanding of the Boards role in the oversight of risk managementprinciples.	Experience in enterprise risk management in the relevant industry, and understanding of the Boards role in the oversight of risk managementprinciples.	Experience in enterprise risk management in the relevant industry, and understanding of the Boards role in the oversight of risk managementprinciples.	Experience in enterprise risk management in the relevant industry, and understanding of the Boards role in the oversight of risk managementprinciples.	Experience in enterprise risk management in the relevant industry, and understanding of the Boards role in the oversight of risk managementprinciples.
Human resource		Experience in developing strategies or handling matters like development of talent and retention, successionplanningetc.
Technical		Experience in Manufacturing, Production process and other technical aspects of the Business, Research and Development knowledge for newproducts andproduct lines.

Core skills, expertise and competencies required	Anant Talaulicar, Non-Exec- utive Chairman & Indepe ndent irector		Narotam Sekhsaria, Non - Executive Director	Padmini Somani, Non - Executive Director	M.L. Gupta, Indepen- dent Director	B.L. Taparia, Indepen- dent Director	Bhavna Doshi, Indepen- dent Director	Rajendra Chitale, Indepen- dent Director	Alok Nanda, Indepen- dent Director	Rajesh Joshi Managing Director& CEO	Y Srinivasa Rao, Executive Director
Leadership	Yes		Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Management	Yes		Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Financial expertise	Yes		Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Governance	Yes		Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Strategy Development and Imple- mentation	Yes		Yes	Yes	-	-	-	-	Yes	Yes	Yes
Global Business	Yes		Yes	-	-	-	Yes	Yes	-	-	Yes
Knowledge of Media sector	Yes		Yes	Yes	Yes	-	-	-	Yes	Yes	-
Legal and Regulatory	Yes		Yes	Yes	Yes	Yes	Yes	Yes	-	Yes	-
Risk Manage- ment	Yes		Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Human Resource	Yes		Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Technical	Yes		Yes	-	Yes	-	-	-	-	-	Yes

D. Other provisions as to Board and Committees

During the year, eight meetings of the Board of Directors were held on 29th May, 2020, 25th June, 2020, 22nd July, 2020, 31st August, 2020, 3rd November, 2020, 26th November, 2020, 20th January, 2021 and 23rd March, 2021 with clearly defined agenda, circulated well in advance before each meeting. The maximum time gap between any two consecutive meetings did not exceed 120 days. The necessary quorum was present for all the meetings.

None of the Directors on the Board are members of more than 10 Committees or Chairman of more than 5 Committees across the Companies in which they are Directors. Necessary disclosures regarding Committee positions in other public Companies in the beginning of the every financial year have been made by the Directors as per Regulation 26(2) of the SEBI Listing Regulations.

116 | Everest Industries Limited

Details of attendance of Directors at Board Meetings held during the period under review and at the last Annual General Meeting (AGM) held on 27th August, 2020, with particulars of their Directorships and Chairmanship/Membership of Board Committees of other public limited companies and listed companies (as per the disclosures received from Directors) showing the position as on 31st March, 2021 are given below:

Name of Director	Particulars of attendance	Particulars of attendance	No. of Directorships and Committee Membership/Chairmanship held in other public Companies (including listed entities)*	No. of Directorships and Committee Membership/Chairmanship held in other public Companies (including listed entities)*	No. of Directorships and Committee Membership/Chairmanship held in other public Companies (including listed entities)*	Category of Directors	Directorship in other listed entity (Category of Directorship)
	Board Meetings	Last AGM	Other Directorship	Other Committee Member	Other Committee Chairman
Mr. Anant Talaulicar ** (DIN: 00031051)	8 of 8	Yes	7	3	-	Non-Executive Chairman & Independent Director	• Birlasoft Limited (Independent, Non-Executive Director) • Force Motors Limited (Independent, Non-Executive Director) • India Nippon Electricals Limited (Independent, Non-Executive Director) • The HI-Tech Gears Limited (Non-Executive Director) • KPIT Technologies Limited (Independent, Non-Executive Director)
Mr. Narotam Sekhsaria (DIN: 00276351)	8 of 8	Yes	3	-	-	Non-Executive Director	• Ambuja Cements Limited (Non-Independent, Non-Executive Director) • ACC Limited (Non-Independent, Non-Executive Director)
Ms. Padmini Somani (DIN: 00046486)	8 of 8	Yes	1	-	-	Non-Executive Director	• Vedanta Limited , (Independent, Non-Executive Director)
Mr. M.L. Gupta (DIN: 00088685)	8 of 8	Yes	-	-	-	Independent Non-Executive Director	Nil
Mr. B.L. Taparia (DIN: 00016551)	8 of 8	Yes	-	-	-	Independent Non-Executive Director	Nil
Mrs. Bhavna Doshi (DIN: 00400508)	7 of 8	Yes	8	2	5	Independent Non-Executive Director	• Sun Pharma Advanced Research Company Limited (Independent, Non- Executive Director) • Torrent Power Limited (Independent, Non-Executive Director) • IndusInd Bank Ltd. (Independent, Non-Executive Director)
Mr. Rajendra Chitale (DIN: 00015986)	8 of 8	Yes	5	4	2	Independent Non-Executive Director	• Ambuja Cements Limited (Independent, Non- Executive Director)
Mr. Alok Nanda (DIN: 02149755)	8 of 8	Yes	-	-	-	Independent Non-Executive Director	Nil

ANNUAL REPORT: 2020-21 | 117

Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

Name of Director	Particulars of attendance	Particulars of attendance	No. of Directorships and Committee Membership/Chairmanship held in other public Companies (including listed entities)*	No. of Directorships and Committee Membership/Chairmanship held in other public Companies (including listed entities)*	No. of Directorships and Committee Membership/Chairmanship held in other public Companies (including listed entities)*	Category of Directors	Directorship in other listed entity (Category of Directorship)
	Board Meetings	Last AGM	Other Directorship	Other Committee Member	Other Committee Chairman
Mr.Rajesh Joshi*** (DIN: 08855031)	4 of 4	NA	-	-	-	Managing Director & Chief Executive Officer	Nil
Mr. Manish Sanghi**** (DIN: 00088527)	3 of 4	Yes	-	-	-	Managing Director	Nil
Mr. Y. Srinivasa Rao* (DIN: 01289086)	8 of 8	Yes	-	-	-	Executive Director	Nil

Other directorships do not include Directorship as alternate directorships, directorships of private limited companies, companies incorporated under section 8 of Companies Act, 2013 and of companies incorporated outside India. Chairmanships/Memberships of Board Committees include only Audit and Stakeholders Relationship Committees of public limited companies. ** Mr. Anant Talaulicar has been appointed as Non Executive Chairman w.e.f. 25.06.2020 *** Mr. Rajesh Joshi has been appointed as an Additional Director and Managing Director & Chief Executive Officer of the Company w.e.f. 1.09.2020. * Mr. Manish Sanghi ceased to be Director of the Company w.e.f. the close of business hours on 31.08.2020. ** Mr. Y. Srinivasa Rao ceased to be Director of the Company w.e.f. the close of business hours on 09.04.2021.

The Company has received declarations of independence as prescribed under Section 149(6) & (7) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations from Independent Directors. All requisite declarations have been placed before the Board. In the opinion of the Board, the Independent Directors fulfill the conditions specified in SEBI Listing Regulations and are independent of the Management.

Other than Mr. Narotam Sekhsaria and Ms. Padmini Somani, none of other Directors of the Company are related to any other Director of the Company. Ms. Padmini Somani is daughter of Mr. Narotam Sekhsaria.

Mr. Tanuj Vohra of TVA & Co. LLP, Practicing Company Secretaries, has issued a certificate as required under the SEBI Listing Regulations, confirming that none of the Directors on the Board of the Company have been debarred or disqualified for being appointed or continuing as Directors of companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this report.

E. Code of Conduct

The Board of Directors has adopted and laid down the Code of Conduct for all Directors and Senior Management Personnel, which comprises of members of Management one level below the Executive Director, including all Functional, Works and Zonal Heads. The Code is posted and available at the website of the Company https://www.everestind.com/uploads/Files/194invuf_CSR-Policy-Final-1-4-2021.pdf

The members of the Board and Senior Management personnel have affirmed the compliance with the Code applicable to them during the year ended on 31st March, 2021. The Annual Report of the Company contains a declaration by the Managing Director & Chief Executive Officer in terms of Para D of Schedule V of the SEBI Listing Regulations based on the compliance declarations received from the Board and Senior Management.

F. Performance Evaluation

Pursuant to the provisions of the Act and SEBI 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 Board of Directors expressed their satisfaction with the evaluation process.

G. Familiarization Programme conducted for Independent Directors

The details of Familiarization programme are available on the Company’s website at the link https://www.everestind.com/disclosures-under-statutory-enactments

118 | Everest Industries Limited

3. BOARD COMMITTEES

The Board has constituted four Committees namely Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee.

3.1 AUDIT COMMITTEE

A. Qualified and Independent Audit Committee

The Company complies with Section 177 of the Act as well as requirements under SEBI Listing Regulations pertaining to the Audit Committee. The Audit Committee, as on 31st March, 2021, consists of six members out of which five members are Independent Non-Executive Directors and one members is Non Executive Director. All members of the Committee are financially literate and having the requisite financial management expertise. Mr. Rajendra Chitale is the Chairman of the Audit Committee, who is an independent Director. Mr. Chitale attended the AGM held on 27th August, 2020.

B. Terms of Reference

The Committee has its Charter. The brief description of terms of reference of the Audit Committee are mentioned below:

Oversight of the Company’s financial reporting process and the disclosure of its financial information.
Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
Approval of payment to statutory auditors for any other services rendered by them.
Reviewing with the management, the annual financial statements and auditor’s report thereon.
Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report.
Changes, if any, in accounting policies and practices and reasons for the same.
Major accounting entries involving estimates based on the exercise of judgment by management.
Significant adjustments made in the financial statements arising out of audit findings.
Compliance with listing and other legal requirements relating to financial statements.
Approval of the related party transactions as per policy of the Company.
Review and monitor the auditor’s independence and performance, and effectiveness of audit process.
Scrutiny of inter-corporate loans and investments.
Evaluation of internal financial controls and risk management systems.
Reviewing with the management, performance of statutory and internal auditor(s) and adequacy of the internal control systems.
Reviewing the adequacy of internal audit function, if any, including frequency of internal audit.
Discussion with internal auditor(s) of any significant findings and follow up there on.
Reviewing the findings of any internal observations by the internal auditor(s) into matters where there is irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
To review the functioning of the Vigil Mechanism.
Management discussion and analysis of financial condition and results of operations.

C. Composition, its meetings and attendance

The Committee, as on 31st March, 2021, comprises of Mr. Rajendra Chitale (Chairman), Mr. B.L. Taparia (Member), Mr. M.L. Gupta (Member), Mrs. Bhavna Doshi (Member), Ms. Padmini Somani (Member) and Mr. Anant Talaulicar (Member).

During the year, six Audit Committee Meetings were held on May 29, 2020, July 2, 2020, July 22 2020, November 3, 2020, January 20, 2021 and March 19, 2021. The number of meetings held and number of meetings attended by the Members during the year are given below:

Name of Director	Category	Number of meetings held	Number of meetings attended
Mr. Rajendra Chitale	Independent Director (Chairman)	6	6
Mr. B.L. Taparia	Independent Director	6	6
Mr. M.L. Gupta	Independent Director	6	6
Mrs. Bhavna Doshi	Independent Director	6	6
Ms. Padmini Somani	Non Executive Director	6	6
Mr. Anant Talaulicar	Independent Director	6	6

Managing Director, Executive Director, Chief Financial Officer, Internal Auditor, Statutory Auditors and Senior Management Executives of the Company attend the Audit Committee meetings by invitation. The Company Secretary acts as the Secretary of the Committee. All the recommendations made by the Audit Committee during the year were accepted by the Board.

ANNUAL REPORT: 2020-21 | 119

Overview Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

3.2 STAKEHOLDERS RELATIONSHIP COMMITTEE

A. Composition

Stakeholders Relationship Committee, as on 31st March, 2021, comprises of Mr. M.L. Gupta (Chairman), Mr. Rajesh Joshi (Member) and Mr. Y. Srinivasa Rao (Member). Mr. B L Taparia was appointed as a member of Stakeholders Relationship Committee w.e.f. 1st April, 2021.

B. Terms of Reference

i. To consider and resolve the grievances of security holders of the Company
ii. To approve applications for transfer, transmission, transposition of shares and mutation of share certificates including issue of duplicate certificates, split, sub-division or consolidation of certificates and to deal with all related matters
iii. To look into and redress the shareholders / investors grievances relating to:
a. Transfer of shares;
b. Non-receipt of dividends;
c. Non-receipt of annual reports; and
d. Any other complaint concerning the Shareholders / investors
iv. The Committee will oversee the performance of the Registrars and Share Transfer Agents of the Company.
v. Such other matters as may from time to time be required by any statutory or regulatory authority to be attended by the Committee.
vi. Consider other matters, as from time to time be referred to it by the Board.

C. Meetings and attendance during the year

During the year, four meetings of the Stakeholders Relationship Committee were held on May 25, 2020, July 21, 2020, November 2, 2020 and January 19, 2021. The number of meetings held and number of meetings attended by the Members during the year are given below:

Name of Director	Category	Number of meetings held	Number of meetings attended
Mr. M.L. Gupta	Independent Director	4	4
Mr. Rajesh Joshi*	Managing Director & CEO	2	2
Mr. Manish Sanghi**	Managing Director	2	2
Mr. Y. Srinivasa Rao***	Executive Director	4	4

Mr. Rajesh Joshi was co-opted as Member of Stakeholders Relationship Committee w.e.f. 01.09.2020.
** Mr. Manish Sanghi ceased to be Member of the Stakeholders Relationship Committee w.e.f. the close of business hours on 31.08.2020.
*** Mr. Y. Srinivasa Rao ceased to be Member of the Stakeholders Relationship Committee w.e.f. 1.04.2021.

The Stakeholders Relationship Committee has approved transmission of shares three (3) times and issue of duplicate shares once during the year. During the year, the Company has received one complaint from a shareholder and the same has been duly resolved.

Mr. Neeraj Kohli, Company Secretary is the Compliance Officer of the Company.

All the recommendations made by the Stakeholders Relationship Committee during the year were accepted by the Board.

3.3 NOMINATION AND REMUNERATION COMMITTEE

A. Composition

The Nomination and Remuneration Committee, as on 31st March, 2021, comprises of Mr. B.L. Taparia (Chairman), Mr. M.L. Gupta (Member), Mrs. Bhavna Doshi (Member), Ms. Padmini Somani (Member) and Mr. Anant Talaulicar (Member).

120 | Everest Industries Limited

B. Terms of reference

The Terms of Reference of Nomination and Remuneration Committee inter-alia includes:

a) To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and to carry out evaluation of every Directors’ performance.
b) Formulation of the criteria for determining qualifications, positive attributes and independence of the Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees.
c) Determine/ review on behalf of Board of Directors of the Company the compensation package, service agreements and other employment conditions for Managing/Whole Time Director(s).
d) Devising a policy on diversity of Board of Directors.
e) Determine on behalf of the Board of Directors of the Company the quantum of annual increments/incentives on the basis of performance of the Key Managerial Personnel. Delegate any of its power/ function as the Committee deems appropriate to Senior Management of the Company.
f) Formulate, amend and administer stock options plans and grant stock options to Managing / Whole Time Director(s) and employees of the Company.
g) Consider other matters, as from time to time be referred to it by the Board.
h) Such other matters as may from time to time be required by any statutory or regulatory authority to be attended by the committee.

C. Meetings and attendance during the year:

During the year, six meetings of Nomination and Remuneration Committee were held on 25th May, 2020, 21st July 2020, 31st August, 2020, 2nd November, 2020, 26th November, 2020 and 19th January, 2021

The number of meetings held and number of meetings attended by the Members during the year are given below:

Name of Director	Category	Number of meetings held	Number of meetings attended
Mr. B.L. Taparia	Independent Director	6	6
Mr. M.L. Gupta	Independent Director	6	6
Mrs. Bhavna Doshi	Independent Director	6	6
Ms. Padmini Somani	Non Executive Director	6	6
Mr. Anant Talaulicar	Independent Director	6	6

All recommendations made by the Nomination and Remuneration Committee during the year were accepted by the Board.

D. Remuneration policy

The Remuneration policy of the Company is a comprehensive policy which is competitive, in consonance with the industry practices and rewards good performance of the employees of the Company. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives. The Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed and variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the half yearly appraisal process.

The Nomination, Remuneration and Board Diversity Policy of the Company is available on the website of the Company at https://www.everestind.com/uploads/Files/342invuf_Nomination-BoardDiversityPolicy.pdf

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E. Details of Remuneration of Executive Directors for the Financial Year 2020-21

Name and Designation	Mr. Manish Sanghi (Managing Director)	Mr. Rajesh Joshi (Managing Director & Chief Executive Officer)*	Mr. Y. Srinivasa Rao (Executive Director)
Tenure of Appointment	Ceased to be Managing Director w.e.f. the close of business hours on 31.08.2020.	Approval of shareholders for appointment for 3 years upto August 31, 2023 is proposed in the Notice of 88th Annual General Meeting	Ceased to be Executive Director w.e.f. the close of business hours on 09.04.2021.
Salary (`)	38,50,000	43,75,000	72,00,000
Perquisites/Allowances (`)	48,12,500	85,16,669	90,00,000
Commission (`)	_	_	32,40,000
Contributions to Provident Fund/Superannuation Fund (`)	9,93,300	5,25,000	19,08,000
Others (`)	2,07,87,949	70,00,000	6,00,000
Total (`)	3,04,43,749	2,04,16,669	2,19,48,000

Mr. Rajesh Joshi has been appointed as an Additional Director and Managing Director and Chief Executive Officer of the Company w.e.f. 1.09.2020.

Notice period for termination of appointment of Executive Directors is three months on either side. Apart from the salary in lieu of the notice period, no other severance fees is payable.

During the year, no options under Employees Stock Options Scheme have been granted to Managing Director or Executive Director.

F. Details of Remuneration of Non-Executive Directors for the Financial Year 2020-21

The Non-Executive Directors are entitled to sitting fee for attending the Board/ Committee Meetings. The Non-Executive Directors are paid sitting fees at the rate of 40,000/- for each Board Meeting; 20,000/- for each Audit Committee Meeting; 10,000/- for each Nomination and Remuneration Committee Meeting and 5,000/- for each Stakeholder Relationship Committee Meeting. Members of the Company by way of Postal Ballot on March 7, 2021 gave their consent for payment of remuneration by way of commission upto ` 2,00,00,000/- (Rupees Two Crores only) to Mr. Anant Talaulicar (DIN 00031051), Non-Executive Chairman of the Company for the financial year 2020-21 subject to the limit of four percent (4%) of net profits of the Company computed in the manner referred to in Section 198 of the Companies Act, 2013 (“Net Profits”). The Non-Executive Directors are also paid commission up to 1% of the net profit of the Company as decided by the Board of Directors. The sitting fee and commission paid to the Non-Executive Directors for the year ended 31st March, 2021 are as under:

Name	Mr. Narotam Sekhsaria	Ms. Padmini Somani	Mr. M.L. Gupta	Mr. B.L. Taparia	Mrs. Bhavna Doshi	Mr. Rajendra Chitale	Mr. Alok Nanda	Mr. Anant Talaulicar
Sitting fees (`)	3,20,000	5,00,000	5,20,000	5,00,000	4,60,000	4,40,000	3,20,000	5,00,000
Commission (`)	-	-	7,00,000	8,00,000	7,00,000	10,00,000	7,00,000	2,00,00,000
Total (`)	3,20,000	5,00,000	12,20,000	13,00,000	11,60,000	14,40,000	10,20,000	2,05,00,000

Notes:

Mr. M.L. Gupta holds 30,000 equity shares, Mr. B.L. Taparia holds 7,000 equity shares and Mr. Alok Nanda holds 10 equity shares of the Company as on 31st March, 2021. None of the remaining Non-executive Directors hold any shares of the Company.
There has been no pecuniary relationship or transactions other than above of the Non-Executive Directors vis-à-vis the Company during the year under review.

122 | Everest Industries Limited

G. Performance Evaluation Criteria

Performance Evaluation Criteria for Independent Directors has been explained in the Board’s Report under the heading “Board Evaluation”.

3.4 CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

A. Composition

The Corporate Social Responsibility Committee, as on 31st March, 2021, comprises of Ms. Padmini Somani (Chairperson), Mr. M.L. Gupta (Member), Mr. Alok Nanda (Member), Mr. Rajesh Joshi (Member) and Mr. Y. Srinivasa Rao (Member).

B. Terms of Reference

a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activity or activities to be undertaken by the Company as per the Schedule VII of the Companies Act, 2013;
b) To recommend the amount of expenditure to be incurred on the activities related to CSR;
c) To monitor the Corporate Social Responsibility Policy of the Company from time to time;
d) To monitor the implementation of Business Responsibility Policy of the Company from time to time; and
e) To consider other matters, as from time to time, may be referred to it by the Board.

C. Meetings and attendance during the year

During the year, two meetings of Corporate Social Responsibility Committee (CSR) were held on 25th May, 2020 and 22nd March, 2021. The number of meetings held and the number of meetings attended by the Members during the year are given below:

Name of Director	Category	Number of meetings held	Number of meetings attended
Ms. Padmini Somani	Non Executive Director	2	2
Mr. M.L. Gupta	Independent Director	2	2
Mr. Alok Nanda	Independent Director	2	2
Mr. Rajesh Joshi*	Managing Director & CEO	1	1
Mr. Manish Sanghi**	Managing Director	1	1
Mr. Y. Srinivasa Rao	Executive Director	2	2

Mr. Rajesh Joshi was co-opted as Member of Corporate Social Responsibility Committee w.e.f. 01.09.2020.
** Mr. Manish Sanghi ceased to be Member of Corporate Social Responsibility Committee w.e.f. the close of business hours on 31.08.2020.

The Company has formulated CSR Policy which may be accessed on the Company’s website at the link¬ https://www.everestind.com/uploads/Files/194invuf_CSR-Policy-Final-1-4-2021.pdf For further details, please refer Board Report as well as Annual Report on CSR Activities forming part of this report.

All the recommendations made by the CSR Committee during the year were accepted by the Board.

4. Independent Directors Meeting

Independent Directors are regularly updated on the performance of the Company, strategy going forward and new initiatives being taken/ proposed to be taken by the Company. The Independent Directors Mr. M.L. Gupta, Mr. B.L. Taparia, Mrs. Bhavna Doshi, Mr. Rajendra Chitale, Mr. Alok Nanda and Mr. Anant Talaulicar met on March 23, 2021 without the attendance of non independent directors and members of the management to:

i. Review the performance of non-independent directors, the Board as a whole;
ii. Review the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors.
iii. Assess the quality, quantity and timelines of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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5. DISCLOSURES

5.1 HOLDING AND SUBSIDIARY COMPANY

i. Falak Investment Private Limited, promoter of the Company, has become holding company of the Company w.e.f. March 23, 2020
ii. The National Company Law Tribunal, Mumbai Bench, vide its order dated January 29, 2021, has sanctioned the scheme of merger of Everest Building Solutions Limited, wholly subsidiary of the Company with the Company as a result of which Everest Building Solutions Limited ceases to be in existence.
iii. The Company has two foreign subsidiaries viz., Everest Building Products in Mauritius and Everestind FZE in Jebel Ali Free Zone, Dubai, UAE.

5.2 BASIS OF RELATED PARTY TRANSACTIONS

The particulars of transactions between the Company and its related parties are as per the Indian Accounting Standard 24 “Related Party Disclosures” prescribed by the Companies (Indian Accounting Standards) Rules, 2015 are disclosed in the Standalone Annual Accounts (Note No. 2.38). During the year, the Company had taken omnibus approval from Audit Committee for export of Fibre Cement Boards and Panels to its wholly owned subsidiary viz. Everestind FZE (“EFZE”) in Dubai, UAE and for availing services of Purple Apple Infosystems LLP (a firm in the field of augmented reality solutions and mobile application promoted by Mrs. Y Amrutha Valli wife of Mr. Y. Srinivasa Rao, Executive Director) for development of augmented reality mobile application for marketing of Company’s products and for providing training for installation of products . There were no transactions with related parties during the year, which were not in the normal course of business as well as not on an arm’s length basis. Further, no related party transaction has been taken place which is materially significant or that may have potential conflict with the interests of the Company at large.

5.3 DISCLOSURE OF WEBLINK OF POLICY FOR DETERMINING MATERIAL SUBSIDIARIES AND POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

As required by SEBI Listing Regulations, web link of the website of the Company where members can view or download Policy for determining Material Subsidiaries is https://www.everestind.com/uploads/Files/162invuf_MaterialSubsidiaryPolicy.pdf and for Policy on dealing with related party transactions is https://www.everestind.com/uploads/Files/161invuf_Related-Party.pdf

5.4 RISK MANAGEMENT

5.5 PROCEEDS FROM PUBLIC ISSUES, RIGHT ISSUES AND PREFERENTIAL ISSUES ETC.

During the financial year, the Company has not raised any money from public issues, right issues, preferential issues etc.

5.6 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report have been included separately in this Annual Report.

5.7 VIGIL MECHANISM POLICY

Pursuant to Section 177 of the Act and rules made thereunder and the SEBI 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. Whistle Blower can report concern through any of the following:

E-mail : [email protected] National Toll Free Phone Number : 1800 209 9098 Fax Number : +91 (22) 66459131 Address : PO Box No. 6, Pune – 411001

124 | Everest Industries Limited

We affirm that during the financial year ended 31st March, 2021, no employee has been denied access to the Chairman of Audit Committee. The Company has formulated Vigil Mechanical Policy which may be accessed on the Company’s website at the link¬ https://www.everestind.com/uploads/Files/163invuf_VigilMechanisimPolicy.pdf

5.8 COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Business risk evaluation is an ongoing process within the Company. The Company imports certain raw materials from various sources for manufacturing of building products. The Company enters into long term contracts with some suppliers for procurement of raw materials. The Company does not undertake hedging activities for any of commodities it procures.

The Company has managed the foreign exchange risk with appropriate hedging activities relating to its firm commitment and in accordance with policies of the Company. The aim of the Company’s approach to manage currency risk is to leave the Company with the no material residual risk. The assessment is periodically evaluated by the Board Members. The details of foreign currency exposure are disclosed in Note No. 2.36 of the standalone financial statements.

5.9 There is no non-compliance by the Company and no penalty, stricture imposed on the Company by Stock Exchange(s) or SEBI or any other Statutory Authority on any matter related to capital markets, during the last three years.
5.10 The Company is in compliance with the mandatory requirements in respect of Corporate Governance to the extent applicable as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
5.11 The Company has adopted the following non-mandatory requirements under Regulation 27(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Modified opinion (s) in Audit Report
Reporting of Internal Auditor

6. SHAREHOLDERS

i. The quarterly results and presentations made by the Company to analysts are put on the Company’s website www.everestind.com.
ii. The Company sends Annual Report through email to those Shareholders who have registered their email ids with Depository Participant (DP) and with the Registrar and Share Transfer Agent (RTA) of the Company & physical copies of Annual Report to those Shareholders whose email Ids are not registered with DP/RTA. However, in compliance with the circulars issued by Ministry of Corporate Affairs and SEBI, notice of the 88th Annual General Meeting along with the Annual Report 2020-21 is being sent only through electronic mode to those members whose email addresses are registered with the Company/ Depositories.

7. MEANS OF COMMUNICATION

The Quarterly/Half Yearly/Annual Financial Results of the Company are forwarded to BSE Limited and National Stock Exchange of India Limited where the Company’s shares are listed and also published in Business Standard, Mumbai & Sakal, Nashik. The Quarterly/Half Yearly/Annual Financial Results are also displayed on the Company’s website www.everestind.com and Stock Exchanges websites www.nseindia.com and www.bseindia.com. Presentations to analysts and institutional investors and other general information about the Company are also available on the Company’s website.

8. PREVENTION OF INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“ SEBI PIT Regulations”), the Company has adopted Code of Practices and procedures for Fair Disclosure and Code of conduct to regulate, monitor and reporting trading by insiders. The codes advise procedures to be followed and disclosures to be made, while dealing in shares of the Company and cautioning them on consequences of non-compliances.

In compliance with the SEBI PIT Regulations, the Company has instituted “Everest Insider Compliance Portal”, an IT tool through which a structured digital database is maintained containing the names of such persons or entities as the case may be with whom Unpublished Price Sensitive Information is shared along with the Permanent Account Number or any other identifier authorized by law where Permanent Account Number is not available. Database in IT tool is with adequate internal controls and checks as per the requirements of SEBI PIT Regulations.

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9. COMPLIANCE CERTIFICATE BY CEO/CFO

The Managing Director & CEO and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of SEBI Listing Regulations. The Managing Director & CEO and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33 of SEBI Listing Regulations. The annual certificate given by the Managing Director & CEO and the Chief Financial Officer is published in this Annual Report

10. GENERAL BODY MEETINGS (HELD IN THE LAST 3 YEARS)

Year	AGM/EGM	Venue of the meeting	Date	Time
2020	AGM	Through Video Conferencing	27th August, 2020	11:30 A.M.
2019	AGM	GAT 152, Lakhmapur, Taluka Dindori, Nashik-422202 (Maharashtra)	24th July, 2019	12.30 P.M
2019	EGM	GAT 152, Lakhmapur, Taluka Dindori, Nashik-422202 (Maharashtra)	26th February, 2019	11.00 A.M
2018	AGM	GAT 152, Lakhmapur, Taluka Dindori, Nashik-422202 (Maharashtra)	25th July, 2018	12.30 P.M

No other General Body Meeting held in the last three years.

Details of Special Resolution(s) passed at Annual General Meetings during the last three years

i. At the 85th Annual General Meeting held on 25thJuly, 2018, Special Resolutions were passed for:
a) fixing the remuneration payable to Mr. Y. Srinivasa Rao, Whole Time Director designated as Executive Director of the Company.
b) authorising the Board of Directors of the Company to issue and allot shares under Employees’ Stock Option Scheme -2018 to the specified employees during the financial year 2018-19.
c) continuation of directorship of Mr. M.L. Gupta as an independent non-executive director of the Company who has attained the age of 75 years.
ii. At the 86th Annual General Meeting held on 24thJuly, 2019, Special Resolutions were passed for:
a) fixing the remuneration payable to Mr. Manish Sanghi, Managing Director of the Company.
b) re-appointment of Mr. M.L. Gupta as an Independent Director of the Company.
c) authorising the Board of Directors of the Company to issue and allot shares under Employees’ Stock Option Scheme -2019 to the specified employees during the financial year 2019-20.

iii At the 87th Annual General Meeting held on 27th August, 2020, Special Resolutions were passed for:

a) Re-appointment of Mr. Y. Srinivasa Rao, as Whole Time Director designated as Executive Director.
b) Waiver of recovery of excess managerial remuneration paid to Mr. Manish Sanghi, Managing Director during the financial year 2019-20.
c) Waiver of recovery of excess managerial remuneration paid to Mr. Y. Srinivasa Rao, Executive Director during the financial year 2019-20.
d) Payment of remuneration to Mr. Manish Sanghi, Managing Director of the Company for the period April 01, 2020 to September 30, 2021
e) Approval of Employees’ Stock Option Scheme 2020.

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Postal Ballot through E-voting:

The Company successfully completed the process of Postal Ballot for obtaining approval of its members on two special resolutions during the financial year 2020-21. The details of special resolutions along with the voting pattern are as follows:-

Particulars	Total No. of Valid Votes	Votes Assenting the Resolution	% of Assenting Votes Cast	Votes Dissenting the Resolution	% of Dissenting Votes Cast
Special Resolution for Approval for payment of commission to Mr. Anant Talaulicar, Non-Executive Chairman for the financial year 2020-21.	7967265	7965217	99.97	2048	0.03
Special Resolution for Approval for payment of commission payable to Non-Executive Directors.	7967280	7965228	99.97	2052	0.03

The Board appointed Mr. Tanuj Vohra, Partner of M/s TVA & Co. LLP, Practicing Company Secretaries, as the Scrutinizer in accordance with the provisions of the Companies Act, 2013 for conducting the postal ballot through e-voting process in a fair and transparent manner.

The Postal Ballot notice dated 20th January, 2021 was sent to members of the Company whose names appeared in the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on close of working hours on 29th January, 2021 and the dispatch of notice of Postal Ballot was completed on 5th February, 2021. Notice of Postal Ballot was sent through electronic means to the members whose e-mail addresses were registered with Depositories or with the Company/RTA.

The Company availed the services of CDSL to provide the facility to the members for voting by electronic means. The e-voting period began on Saturday, 6th February, 2021 at 09.00 am and ended on Sunday, 7th March, 2021 at 05.00 pm.

The Scrutinizer carried out the scrutiny of the votes casted by the members electronically upto 5 p.m. on Sunday, 7th March, 2021. The Scrutinizer submitted his report dated 8th March, 2021 to the Managing Director and CEO of the Company and reported that all the Special Resolutions as set out in the Postal Ballot Notice dated 20th January, 2021 have been passed with requisite majority.Based on the Scrutinizer’s Report, the Company declared the results of Postal Ballot on 8th March, 2021.

As on the date of this report no special resolution is proposed to be conducted through postal ballot.

11. Company is in compliance with the requirement of Corporate Governance specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015. A Certificate by practicing company secretaries confirming compliance of the conditions of the Corporate Governance annexed to this report as Annexure-C

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12. GENERAL SHAREHOLDER’S INFORMATION

i.	Annual General Meeting Day, Date, Time and Venue	Wednesday, August 25, 2021 at 3.00 pm (IST) through Video Conferencing (“VC”)
ii.	Financial Year	1st April, 2020 to 31st March, 2021
iii.	Record Date	18th August, 2021
iv.	Sending of Annual Report	On or before August 3, 2021
v.	Dividend	`7.5 per equity share of face value of`10/- each
vi.	Dividend Payment date	Dividend, if any, declared in the forthcoming 88th Annual General Meeting will be paid on or before 23rd September, 2021.
vii.	Unclaimed/Unpaid Dividend for the previous years.	The Company is required to transfer dividends which have remained unpaid/unclaimed for a period of seven years to the Investor Education & Protection Fund established by the Government. Unclaimed/ unpaid dividend for the year 31st March, 2013 has been transferred to the Investor Education & Protection Fund established by the Government. The Company will transfer the dividend for the year ended 31st March, 2014, which have remained unclaimed to the said fund in September, 2021. Members who have not claimed/encashed their dividend/dividend warrants for the Financial Year 2013-2014 & onwards may approach the Company for obtaining demand draft in lieu of unpaid dividend.
viii	Financial calendar for FY 2021-22 (Tentative) .
	a) Results for the quarter ending 30th June, 2021	1st week of August, 2021
	b) Results for the quarter ending 30th September, 2021	2nd week of November, 2021
	c) Results for the quarter ending 31st December, 2021	1st week of February, 2022
	d) Results for the quarter ending/ Annual 31st March, 2021	2nd week of May,2022
ix.	Stock Exchanges on which Company’s Shares are listed	BSE Limited and National Stock Exchange of India Limited Annual Listing fees for the Financial Year 2021-22 has been paid to the respective stock exchanges within the prescribed time.
x.	Corporate Identification Number (CIN) of the Company	L74999MH1934PLC002093
xi.	Registered Office	GAT 152, Lakhmapur, Taluka Dindori, Nashik-422202 (Maharashtra)

13. STOCK CODE

BSE Limited - 508906 PhirozeJeejeebhoy Towers Dalal Street, Mumbai – 400 001

National Stock Exchange of India Limited - EVERESTIND Plot No. C/1, G Block, Bandra – Kurla Complex Bandra (E), Mumbai - 400 051

ISIN of the Company

INE295A01018

128 | Everest Industries Limited

14. MARKET PRICE INFORMATION

i. The reported high and low share prices during the year ended 31st March, 2021 on BSE, where your Company’s shares are traded vis-à-vis BSE Sensex, are given below:

MONTH	BSE*	BSE*	BSE SENSEX *	BSE SENSEX *
	HIGH (₹)	LOW (₹)	HIGH	LOW
April, 2020	213.70	129.00	33,887.25	27,500.79
May, 2020	197.00	162.85	32,845.48	29,968.45
June, 2020	241.00	183.85	35,706.55	32,348.10
July, 2020	235.00	201.40	38,617.03	34,927.20
August, 2020	255.55	208.10	40,010.17	36,911.23
September 2020	23205	19335	3935951	3649598
, October, 2020	. 229.50	. 202.35	,. 41,048.05	,. 38,410.20
November, 2020	279.00	214.00	44,825.37	39,334.92
December, 2020	332.00	261.45	47,896.97	44,118.10
January, 2021	349.05	267.05	50,184.01	46,160.46
February, 2021	329.70	273.15	52,516.76	46,433.65
March, 2021	328.50	275.50	51,821.84	48,236.35

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Performance in comparison to BSE SENSEX
EIL Share Price (High) BSE Sensex (High)
Performance in comparison to NSE Nifty
EIL Share Price (High) CNX Nifty (High)
₹)
EIL Share Price ( BSE SENSEX
₹)
CNX NIFTY
EIL Share Price (
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*Based on BSE website

ii. The reported high and low share prices during the year ended 31st March, 2020 on the NSE, where your Company’s shares are traded vis-à-vis CNX Nifty are given below:

MONTH	NSE*	NSE*	CNX NIFTY*	CNX NIFTY*
	HIGH (₹)	LOW (₹)	HIGH	LOW
April 2020	214.00	123.35	9889.05	8055.80
May, 2020 ,	197.75	161.55	9598.85	8806.75
June, 2020	241.80	181.70	10553.15	9544.35
July, 2020	235.05	201.20	11341.40	10299.60
August, 2020	255.95	210.00	11794.25	10882.25
September, 2020	232.40	193.35	11618.10	10790.20
October, 2020	229.35	202.00	12025.45	11347.05
November, 2020	278.60	217.75	13145.85	11557.40
December, 2020	332.70	261.00	14024.85	12962.80
January, 2021	349.00	266.65	14753.55	13596.75
February, 2021	330.00	272.45	15431.75	13661.75
March, 2021	329.00	276.00	15336.30	14264.40

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*Based on NSE website

15. REGISTRAR & SHARE TRANSFER AGENT (RTA)

M/s MCS Share Transfer Agent Limited F–65, First Floor, Okhla Industrial Area, Phase - I New Delhi-110020, Phone No. 011-41406149 41406151, 41406152, Fax No. 011-41709881 E-mail : [email protected]

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16. SHARE TRANSFER SYSTEM

Pursuant to the amendment in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subsequent notification(s) issued by SEBI, w.e.f. April1, 2019 except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. All the requests received from shareholders for transmission etc. are processed by the Share Transfer Agent of the Company within the stipulated time as prescribed in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 or in any other applicable law.

17. PERMANENT ACCOUNT NUMBER (PAN)

Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the members, surviving joint holders/legal heirs be furnished to the Company while obtaining the services of transposition and transmission of shares.

18. SHAREHOLDING

A Distribution of Shareholding as on 31st March, 2021

No. of Equity Shares	No. of Shareholders	% of Shareholders	Total No. of Shares held	% of Shareholding
1 to 500	22588	92.40	2095063	13.40
501 to 1000	1056	4.32	798250	5.11
1001 to 2000	428	1.75	635922	4.07
2001 to 3000	121	0.49	302085	1.93
3001 to 4000	63	0.26	230901	1.48
4001 to 5000	44	0.18	202708	1.30
5001 to 10000	74	0.30	523767	3.35
10001 to 50000	56	0.23	1059474	6.78
50001 to 100000	11	0.04	939687	6.01
100001 and above	4	0.02	8848483	56.59
Total	24445	100.00	15636340	100.00

B Shareholding Pattern as on 31st March, 2021

Sr. No.	Category	No. of Shares held	% of Shareholding
1	Promoters	7933409	50.74
2	Mutual Funds/ UTI	4975	0.03
3	Financial Institutions/ Banks	175	0.00
4	Central Government/ State Government(s)	37758	0.24
5	Insurance Companies	187	0.00
6	Foreign Institutional Investors	114253	0.73
7	Bodies Corporate	615834	3.94
8	Individuals	6549712	41.89
9	Trusts & Foundations	550	0.00
10	NRI’s	376692	2.41
11	NBFC Registered with RBI	2795	0.02
	Total	15636340	100.00

130 | Everest Industries Limited

19. OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

20. DEMATERILIZATION OF SHARES

98.86% of the Equity Shares of the Company have been dematerialised as on 31st March, 2021. The Company’s shares can be traded only in dematerialised form as per SEBI notification. The Company has entered into an agreement with NSDL and CDSL whereby shareholders have the option to dematerialize their shares with either of the depositories. The Company’s shares are regularly traded on BSE and NSE.

21. NOMINATION FACILITY FOR SHAREHOLDERS

As per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect of shares held by them. Those Members who hold shares in physical form may obtain nomination form from the Company Secretary at D-206, Sector-63, Noida-201301.

22. RECONCILIATION OF SHARE CAPITAL

As stipulated by SEBI, a qualified Practicing Company Secretary carries out quarterly audit of Reconciliation of Share Capital to reconcile the share capital held with Depositories (i.e. NSDL & CDSL) in dematerialised form and share capital held in physical form with the total issued and listed share capital of the Company.

23. DETAILS OF TOTAL FEES PAID TO STATUTORY AUDITORS

The details of total fees for all services paid by the Company and its subsidiaries, on consolidated basis, to the statutory auditors and all entities in the network firm/network entity of which statutory auditors is a part, are as follows:

|(in Lakhs)|(in Lakhs)|(`in Lakhs)|
|---|---|---|
|Particulars|For the financial year ended 31st March, 2021 |For the financial year ended 31st March, 2020|
|Audit fee and|39.0|39.00|
|Limited Review|24.0|24.00|
|Other services|-|-|
|Reimbursement of
expenses|1.65|6.94|
|Total|64.65|69.94|

24. CREDIT RATINGS

The Company has obtained credit ratings from ICRA Limited (“ICRA”). During the financial year 2020-21, there is no change in the credit ratings assigned by ICRA. ICRA has assigned Long term rating of [ICRA] A+ and Short term rating of [ICRA] A1+ to the Company for its bank limits.

25. PAYMENT OF DIVIDEND THROUGH ELECTRONIC CLEARING SERVICE

The Securities and Exchange Board of India (SEBI) has made it mandatory for all Companies to use the bank account details furnished by the depositories for depositing dividend through Electronic Clearing Service (ECS) to the Investors wherever ECS and bank details are available. Those Members who hold shares in physical form may obtain mandate form for payment of dividend through Electronic Clearing Service (ECS) from Company Secretary at D-206, Sector-63, Noida - 201301 or download the same from the Company’s website www.everestind.com.

26. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ANNUAL REPORT: 2020-21 | 131

Overview Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

27. LOCATION OF PLANTS OF THE COMPANY

Kymore Works Kolkata Works Lakhmapur Works Everest Nagar, P.O. Kymore 1, Taratola Road, Garden Reach GAT 152, Lakhmapur Taluka Dist. Katni – 483880 Kolkata – 700024 Dindori, Nashik – 422202 Madhya Pradesh West Bengal Maharashtra Podanur Works Bhagwanpur Works Somnathpur Works Podanur P.O. 158 & 159, Lakesari, Z5, IID Centre, Coimbatore – 641023 Pargana Bhagwanpur, Somnathpur, Tehsil Remuna, Tamil Nadu Tehsil Roorkee – 247661 Dist. Baleshwar – 756019 Odisha Uttarakhand Ranchi Works Narmada Works Sarwal Namkum, E-68, GIDC Dahej-3, Opp. Tola – Charna Bera Dahej, Dist. Bharuch-392130 Ranchi – 834010 Gujarat Jharkhand

28. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT - NIL

29. ADDRESS FOR CORRESPONDENCE

a. For any complaints relating to non-receipt of shares after transmission, change of address, mandate etc., dematerialization of shares or any other query relating to shares shall be forwarded to the Share Transfer Agents directly at the address given hereunder. Members are requested to provide complete details regarding their queries quoting folio number/DP ID No./Client ID No., number of shares held etc.

M/s. MCS Share Transfer Agent Ltd. (Unit: Everest Industries Limited) F–65, First Floor, Okhla Industrial Area, Phase - I, New Delhi-110020. Tel : 011-41406149,41406151, 41406152, Fax : 011-41709881 E-mail : [email protected]

b. For any query on any point in Annual Report, non-receipt of Annual Report, non-receipt of dividend etc., the complaint should be forwarded to the kind attention of Mr. Neeraj Kohli, Company Secretary & Head-Legal, Compliance Officer of the Company at the following address:

Everest Industries Limited D-206, Sector-63, Noida – 201 301 (UP) Tel.: 0120- 4791800, Fax No.: 0120 – 4791802

Members can also register their complaints at [email protected], an exclusive email ID, designated by the Company for the purpose of registering complaints by investors, in compliance of Regulation 6(2) (d) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

For Everest Industries Limited

Place: Mumbai Date: May 27, 2021

Mr. Anant Talaulicar Rajesh Joshi Chairman Managing Director & CEO

132 | Everest Industries Limited

DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

This is to certify that as provided under Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and the Senior Management personnel have affirmed compliance with the Code of Conduct for the financial year ended 31st March, 2021.

For Everest Industries Limited

Place: Mumbai Rajesh Joshi Date: May 27, 2021 Managing Director&CEO

CEO/ CFO CERTIFICATION

Pursuant to Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

We have reviewed financial statements and the cash flow statement for the financial year ended 31st March, 2021 and that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
ii. these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct.

We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

We have indicated to the auditors and the Audit Committee:

i. significant changes in internal control over financial reporting during the year;
ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or any employee having a significant role in the company’s internal control system over financial reporting.

For Everest Industries Limited

Place: Mumbai Pramod Nair Rajesh Joshi Date: May 27, 2021 Chief Financial Officer Managing Director & CEO

ANNUAL REPORT: 2020-21 | 133

Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

COMPLIANCE CERTIFICATE

To, The Members of Everest Industries Limited CIN: L74999MH1934PLC002093 GAT 152, Lakhmapur, Taluka Dindori Nashik-422202, Maharashtra, India

1 We have examined the compliance of the conditions of Corporate Governance by Everest Industries Limited (‘the Company’) for the Financial Year ended on 31st March, 2021, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as referred to in Regulation 15(2) of such regulations.
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to the review of the procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the representation made by the directors and the management, we certify that the Company has complied with the mandatory conditions of Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For TVA & Co. LLP Company Secretaries

Tanuj Vohra Partner M. No.: F5621, C.P. No.: 5253 UDIN: F005621C000381953 RP L2015UP000900

Place: Delhi Date: 27.05.2021

134 | Everest Industries Limited

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members of Everest Industries Limited CIN: L74999MH1934PLC002093 GAT No. 152, Lakhmapur, Taluka Dindori Nashik-422202, Maharashtra, India

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Everest Industries Limited having CIN L74999MH1934PLC002093 and having registered office at GAT No. 152, Lakhmapur, Taluka Dindori, Nashik-422202, Maharashtra, India (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para C Sub clause (10)(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers and the representation given by the Management, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on 31st March, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority:

Sr. No.	Name of Director	DIN	Date of appointment in Company
1	Murari Lal Gupta	00088685	08/07/2002
2	Srinivasa Rao Yenduri	01289086	28/07/2007
3	Bhanwarlal Jiwanmal Taparia	00016551	10/05/2013
4	Bhavna Gautam Doshi	00400508	25/10/2013
5	Alok Mahinder Nanda	02149755	23/01/2019
6	Rajendra Prabhakar Chitale	00015986	23/01/2019
7	Padmini Aditya Vikram Somani	00046486	26/02/2019
8	Narotam Satyanarayan Sekhsaria	00276351	26/02/2019
9	Anant Jaivant Talaulicar	00031051	21/11/2019
10	Rajesh Arvind Joshi	08855031	01/09/2020

It is solemnly the responsibility of Directors to submit relevant declarations and disclosures with complete and accurate information in compliance with the relevant provisions. Further, ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For TVA & Co. LLP Company Secretaries

Tanuj Vohra Partner M. No.: F5621, C.P. No.: 5253 UDIN: F005621C000381953 RP L2015UP000900

Place: Delhi Date: 27.05.2021

ANNUAL REPORT: 2020-21 | 135

STANDALONE INDEPENDENT AUDITOR’S REPORT

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF EVEREST INDUSTRIES LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying Standalone Ind AS financial statements of Everest Industries Limited (“the Company”), which comprise the Balance sheet as at March 31 2021, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2021. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

Key audit matters

How our audit addressed the key audit matter

Revenue recognition for long term projects and recoverability of receivables (as described in note 1.4(a) of the standalone Ind
AS financial statements)

The Company’s significant portion of business is
undertaken
through
long
term
engineering,
procurement and construction contracts. Revenue from
these contracts is recognized over a period of time in
accordance with the requirements of Ind AS 115,
Revenue from Contracts with Customers. Due to the
nature of the contracts, revenue recognition involves
usage of input method which is determined based on
proportion of contract costs incurred to date compared
to estimated total contract costs, which involves
significant judgments, identification of contractual
obligations and the Company’s rights to receive

• Our audit procedures included testing of Company’s revenue
recognition accounting policies in compliance with Ind AS 115.
• We obtained an understanding of the process followed by the
Company in determination of the estimates for evaluating
contract obligations and contract revenue
• We performed test of controls over management process of
estimation of contract obligations, recording of project costs
incurred, computation of revenue recognized under the input
method in Ind AS 115 and review of recoverability of receivables.
• We
tested
sample
contracts
to
evaluate
appropriate
identification of contract obligations, recording of project costs
incurred, reasonability of estimates of costs to complete
including change orders, if any, and appropriateness of the
timing of recognizing the revenue from the contracts

ANNUAL REPORT: 2020-21 | 137

Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

Key audit matters	How our audit addressed the key audit matter
payments for performance completed till date, risk on collectability due to liquidation damages, other penalties imposed by the customers, changes in scope and consequential revised contract price and recognition of the liability for loss making contracts/ onerous obligations. Accuracy of revenues, onerous obligations, profits and net receivables may deviate significantly on account of change in judgements and estimates, therefore, this has been considered as key audit matter in our audit of the standalone Ind AS financial statements.	• We also tested the invoices raised and computation for revenue recognized, over a period of time under the input method in Ind AS 115. • We examined the management assessment of onerous contracts, liquidation damages, and other penalties charged by the customer • We examined contracts where there were significant overdue receivable with marginal or no movement to determine the level of provisioning required in the receivable. • We tested the adequacy of disclosure in the financial statements in compliance with Ind AS 115.
Uncertain tax positions impacting valuation of tax provision (as described in note 1.4(b) of the standalone Ind AS financial statements)
The Company has ongoing disputes with the Income tax departments on income tax computation for certain assessment years. These disputes are pending with different Appellate authorities and at the Courts. The management has assessed the future outcome of these ongoing proceedings and exposures which directly affects the valuation of tax provisions in the financial statements. As the future outcome of these matters and the accounting effects thereof, are based on assessment of complex matters which may take time to finally resolve, the valuation of tax provision related to uncertain tax position has been considered as key audit matter in our audit of the standalone Ind AS financial statements.	• We obtained details of completed tax assessments and demands for the assessment years under dispute as of March 31, 2021. • We performed test of control over management process of assessment and estimates with regard to the existing tax disputes and uncertain tax positions. • We inspected written communication between the Company and the tax authorities and involved tax specialist to assess the management’s underlying assumptions in estimating the tax provision and the possible outcome of the disputes. • We also considered the effect of any new information in the current financial year 2020-21 in respect of carried forward uncertain tax positions to evaluate if there is any change in the management’s position on these uncertainties. • We tested the adequacy of provisioning and disclosure relating to uncertain tax positions in accordance with the compliance of Ind AS 12.

We have determined that there are no other key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report 2020-21 of the Company, but does not include the standalone Ind AS financial statements and our auditor’s report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the standalone Ind AS financial statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

138 | Everest Industries Limited

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors of the Company are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the standalone Ind AS financial statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2021 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

ANNUAL REPORT: 2020-21 | 139

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

Other Matter

The comparative financial information of the Company for the year ended March 31, 2020 included in the financial statements, have been restated to give effect to the Scheme of Amalgamation (“the Scheme”) of Everest Building Solutions Limited (‘EBSL’) with the Company, as explained in Note 2.52 to the financial statements.

The financial information of erstwhile EBSL included in the restated comparative financial information have been audited by the other auditors. The adjustment made to the previously issued financial information to give effect of the scheme have been audited by us.

Our report is not modified in this regard.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.
As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;
(g) In our opinion, the managerial remuneration for the year ended March 31, 2021 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
- i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer Note 2.33 to the standalone Ind AS financial statements;
- ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses
- iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

For S.R. Batliboi & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

per Sanjay Vij Partner Membership Number: 95169 UDIN: 21095169AAAABJ9880 Place of Signature: Gurugram Date: May 27, 2021

140 | Everest Industries Limited

Annexure 1 referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

Re: Everest Industries Limited (‘the Company’)

(i) In respect of Fixed Assets

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of the Property, plant and equipment.
b. Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.
c. According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company.
(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, the Company has not advanced loans to directors / to a company in which the Director is interested to which provisions of section 185 of the Companies Act, 2013 apply and hence not commented upon. Further, in our opinion and according to the information and explanations given to us, provisions of section 186 of the Companies Act 2013 in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.
(vii) a) Undisputed statutory dues including provident fund, employee’s state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there have been slight delays in a few cases.
- (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, goods and services tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
- (c) According to the records of the Company, the dues of income tax, sales tax, service tax, duty of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:

ANNUAL REPORT: 2020-21 | 141

Overview

Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

Name of the applicable Act	Nature of dues	Forum where the dispute is pending	Period to which the amount relates	Amount involved	Amount Paid	Amount unpaid
Income Tax Act, 1961	Demand on account of disallowance of certain claims	High Court	2007-08,	79.39	79.39	-
			2009-10
		ITAT	AY 2004-05 to 2018-19	7,999.89	1,169.29	6,830.60
	Total			8,079.28	1248.68	6,830.60
The Central Excise Act, 1944	Demand on account of wrong availament of cenvat credit	Assistant Commissioner	2008 to 14	9.86	4.25	5.61
		Deputy Commissioner	2009-10	0.70	0.43	0.27
		Joint Commissioner	2009-10	14.29	-	14.29
		Commissioner (Appeals)	2006-07 to 2011-12	7.75	-	7.75
		Commissioner	2007-08 to 2013-14	522.23	-	522.23
		Appelate Tribunal	2009-10,	322.52	29.34	293.18
			2014-15,
			2015-16
	Demand of service tax under section 76 of Finance Act 1994	Assistant Commissioner	2017-18	13.05	-	13.05
	TOTAL			890.40	34.02	856.38
Sales Tax Laws	Demand on account of non-collection of statutory forms etc.	Assistant Commissioner	1994-95	0.47	-	0.47
			2016-17	20.28	-	20.28
		Joint Commissioner	1999-2000, 2000-01, 2007-08 & 2008-09	19.25	9.38	9.87
		Additional Commissioner	2015-16	13.68	1.37	12.31
		Commissioner (Appeal)	1997-98, 2000-01 to 2002-03 & 2006-07	25.52	1.59	23.93
		Joint Commissioner (Apeals)	2009-10 to 2010-11 & 2013-14	112.9	71.02	41.88
		Deputy Commissi- oner (Assessment)	2012-13, 2013-14 & 2014-15	380.22	151.75	228.47
		Appellate Tribunal	1997-98 to 1998-99	57.58	35.56	22.02
			and 2009-10 to 2013-14
	Demand on account of purchase tax on fly ash	Madras High Court Assessing Officer	1990-91, 1992-93 & 1995-1996	13.18	12.89	0.29
			1996-97	5.83	5.83	-
	Demand on account of reversal of input tax credit	Deputy Commissioner Additional Joint Commissioner	2013-14	10.76	3.79	6.97
			2009-10	2.33	2.33	-
	Demand on account of stock transfers considered as Interstate sales	Central Sales Tax Appellate Authority	1994-1995 & 1995-1996	676.34	0.26	676.08
	Demand on account of differential rate	Joint Commissioner	2013-14	427.17	33.00	394.17
	Demand on account of differential rate	Deputy Commissioner	2015-16	2368.78	103.49	2265.29
	Demand on account of differential rate	Joint Commissioner	2015-16	4432.28	138.90	4293.38

142 | Everest Industries Limited

Nature of dues	Forum where the dispute is pending	Period to which the amount relates	Amount involved	Amount Paid	Amount unpaid
Demand on account of differential rate	Assistant Commissioner	2016-17	1906.56	-	1906.56
Penalty for late payment of Entry tax	High Court, Orissa	2012-13	4.39	4.39	-
	Appl DC (CT), Coimbatore	2014-18	34.93	5.20	29.73
Total			10,512.45	580.75	9,931.70

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans/ borrowings to banks. The Company has not taken any loans/ borrowings from financial institution or government and has not issued any debentures during the year.
(ix) In our opinion and according to information and explanations given by the management, the term loans have been applied for the purpose for which they were raised. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments).
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no material fraud on the company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion, the Company is not a Nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Sanjay Vij

Partner Membership Number: 95169 UDIN: 21095169AAAABJ9880 Place of Signature: Gurugram Date: May 27, 2021

https://everestind.com/uploads/Files/194invuf_ CSR-Policy-Final-1-4-2021.pdf

https://everestind.com/uploads/Files/194invuf_CSR-Policy-Final-1-4-2021.pdf

ANNUAL REPORT: 2020-21 | 143

Overview Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

ANNEXURE 2

REFERRED IN PARAGRAPH 2(f) UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF EVEREST INDUSTRIES LIMTED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Everest Industries Limited (“the Company”) as of March 31, 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

144 | Everest Industries Limited

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

per Sanjay Vij

Partner Membership Number: 95169 UDIN: 21095169AAAABJ9880 Place of Signature: Gurugram Date: May 27, 2021

ANNUAL REPORT: 2020-21 | 145

STANDALONE FINANCIAL STATEMENTS

STANDALONE BALANCE SHEET

AS AT MARCH 31, 2021

||(In Lakhs)|(In Lakhs)|
|---|---|---|
|Particulars
Notes
Reference|As at
March 31, 2021|As at
March 31 2020|
|A
ASSETS
1
Non-current assets
Property, plant and equipment
2.01
Right to use asset
2.04
Capital work in progress
2.02
Intangible assets
2.03
Financial assets
(i)
Investment
2.05
(ii)
Other financial assets
2.06
Other non current assets
2.07
Income tax assets (net)
2.08
Total - non-current assets
2
Current assets
Inventories
2.09
Financial assets
(i)
Trade receivables
2.10
(ii)
Cash and cash equivalent
2.11
(iii)
Bank balances other than (ii) above
2.12
(iv)
Other financial assets
2.06
Other current assets
2.07
Total- current assets|34,520.87
35,150.24
751.21
694.08
1,342.50
2,061.35
246.52
57.62
-
-
5,504.56
1,514.88
187.80
194.13
1,838.77
3,090.55||
||44,392.23
42,762.85||
||25,528.24
31,066.45
5,815.92
6,788.79
4,773.86
242.04
8,492.11
42.13
356.49
424.09
3,698.22
3,539.38||
||48,664.84
42,102.88||
|TOTAL ASSETS|93,057.07
84,865.73||
|B
EQUITY AND LIABILITIES
1
Equity
Share capital
2.13
Other equity
2.14
Total equity
2
Non-current liabilities
Financial liabilities
(i)
Borrowings
2.15
(ii)
Lease liability
2.16
Deferred tax liabilities (net)
2.40
Total - non-current liabilities
3
Current liabilities
Financial liabilities
(i)
Borrowings
2.15
(ii)
Lease liability
2.16
(iii)
Trade payables
2.17
(a)
total outstanding dues of micro, small and medium enterprises
(b)
total outstanding dues of creditors other than micro, small and
medium enterprises
(iv)
Deposits from dealers
2.18
(v)
Other financial liabilities
2.19
Provisions for retirement benefits
2.20
Other current liabilities
2.21
Provision for income tax (net)
2.22
Total - current liabilities|1,563.63
1,563.63
49,439.21
43,736.43||
||51,002.84
45,300.06||
||-
4,523.14
426.72
479.77
2,679.73
3,203.20||
||3,106.45
8,206.11||
||-
2,118.93
403.75
261.57
787.14
894.56
15,623.43
13,658.60
3,043.65
3,214.67
1,703.38
1,858.07
484.61
536.34
6,889.50
5,366.53
10,012.32
3,450.29||
||38,947.78
31,359.56||
|TOTAL EQUITY AND LIABILITIES|93,057.07
84,865.73||

See accompanying notes forming part of the financial statements As per our report of even date

For S. R. Batliboi & Co. LLP Chartered Accountants

For and on behalf of the Board of Directors

Firm Registration No : 301003E/E300005

per Sanjay Vij

Partner Membership No : 95169

Gurugram May 27, 2021

Rajesh Joshi Anant Talaulicar Managing Director & CEO Chairman DIN No. 08855031 DIN No. 00031051 Mumbai Mumbai May 27, 2021 May 27, 2021

Pramod Nair Chief Financial Officer Mumbai May 27, 2021

Neeraj Kohli Company Secretary New Delhi May 27, 2021

ANNUAL REPORT: 2020-21 | 147

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2021

||(In Lakhs)|(In Lakhs)|
|---|---|---|
|Particulars
Notes
Reference|As at
March 31, 2021|As at
March 31 2020|
|A
Income
Revenue from operations
2.23
Other income
2.24
Total income
B
Expenses
(a) Cost of raw material consumed
2.25
(b) Purchase of traded goods
2.26
(c) (Increase)/ decrease in inventories of finished goods,
work-in progress and traded goods
2.27
(d) Employee benefits expense
2.28
(e) Finance costs
2.29
(f)
Depreciation and amortization expense
2.30
(g) Other expenses
2.31
Total expenses
C
Profit before tax
Tax expenses
(a) Current tax
2.32
(b) Deferred tax (Net of MAT credit entitlement)
2.32 & 2.40
Total tax expenses
D
Profit for the year
E
Other comprehensive income
(i) Items that will not be reclassified subsequently to the statement of profit or loss
(a) Re-measurement gains/(losses) on defined benefit plans
(b) Income tax effect
Other comprehensive income for theyear, net of tax|121,324.10
128,374.77
889.01
945.20||
||122,213.11
129,319.97||
||61,223.62
71,934.30
365.92
265.75
3,659.96
1,721.00
10,884.43
11,570.96
390.02
704.17
2,531.47
2,373.63
33,873.70
38,641.96||
||112,929.12
127,211.77||
||9,283.99
2,108.20
4,100.32
419.53
(575.51)
315.67||
||3,524.81
735.20||
||5,759.18
1,373.00
148.92
(49.34)
(52.04)
17.24||
||96.88
(32.10)||
|F
Total comprehensive income for theyear, net of tax|5,856.06
1,340.90||
|Earnings per equity share (refer note 2.42)
[Face value - Rs. 10 per share]
Basic earnings per share (Rupees)
Diluted earnings per share (Rupees)|36.83
8.78
36.83
8.78||

See accompanying notes forming part of the financial statements As per our report of even date

For S. R. Batliboi & Co. LLP

For and on behalf of the Board of Directors

Chartered Accountants Firm Registration No : 301003E/E300005

per Sanjay Vij

Partner Membership No : 95169

Gurugram May 27, 2021

Rajesh Joshi Anant Talaulicar Managing Director & CEO Chairman DIN No. 08855031 DIN No. 00031051 Mumbai Mumbai May 27, 2021 May 27, 2021

Pramod Nair Neeraj Kohli Chief Financial Officer Company Secretary Mumbai New Delhi May 27, 2021 May 27, 2021

148 | Everest Industries Limited

STANDALONE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2021

||(In Lakhs)|(In Lakhs)|
|---|---|---|
|Particulars|As at
March 31, 2021|As at
March 31 2020|
|A.
Cash flow from operating activities
Profit before tax
Adjustments for:
Depreciation and amortisation expenses
Finance costs
Interest income
Loss on sale of property, plant and equipment assets (net)
Liabilities / provisions no longer required written back
Impairment of investment
Share based payment to employees
Provision for impairment of capital work in progress
Provision for government subsidy
Impairment of doubtful trade receivables
Impact of fair valuation of financial instruments
Re-measurement (loss)/gain of defined benefit plan
Net unrealised (gain)/loss on exchange rate fluctuation
Operating profit before working capital changes
Working capital adjustments:
(Increase)/decrease in inventories
(Increase)/decrease in trade receivables
(Increase)/decrease in other non current financial assets
(Increase)/decrease in other non current assets
(Increase)/decrease in other current financial assets
(Increase)/decrease in other current asset
Increase/(decrease) in trade payables
Increase/(decrease) in deposits from dealers
Increase/(decrease) in other financial liabilities
Increase/(decrease) in other current/ non current liabilities
Increase/(decrease) in provisions
Cash generated from operations
Income tax (paid)/refund|9,283.99
2,108.20
2,531.47
2,373.63
390.02
704.17
(603.62)
(367.56)
57.51
55.21
(74.56)
(484.93)
-
36.67
3.08
233.40
360.20
160.00
577.07
-
875.23
201.45
(2.59)
44.13
148.92
(49.34)
-
412.38||
||13,546.72
5,427.41||
||5,538.21
1,825.14
97.64
3,052.48
(55.20)
(108.27)
31.29
(62.33)
66.30
712.56
(158.85)
391.94
1,931.97
(3,396.37)
(171.02)
585.16
431.15
(255.94)
1,522.98
(2,139.06)
(51.73)
(9.59)||
||22,729.46
6,023.13||
||3,713.49
(434.00)||
|Net cash flows from operating activities|26,442.95
5,589.13||
|B.
Cash flow used in investing activities
Capital expenditure on Property, plant and equipment
Proceeds from sale of fixed assets
Bank balances not considered as cash and cash equivalents
- Investment in fixed deposits not considered as cash & cash equivalents
Interest received|(1,664.43)
(2,931.05)
44.56
20.37
(12,892.81)
(3.68)
538.81
346.11||
|Net cash flow used in investing activities|(13,973.87)
(2,568.25)||
|C.
Cash flow used in financing activities
Repayment of long-term borrowings
Payment of financial Lease liability
Proceeds/(repayment) of short-term borrowings
Finance costs
Dividends paid during the year|(5,042.38)
(692.32)
(328.60)
(249.12)
(2,118.93)
(1,518.16)
(283.97)
(708.34)
(163.38)
(1,173.45)||

ANNUAL REPORT: 2020-21 | 149

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

|(In Lakhs)|(In Lakhs)|(`In Lakhs)|
|---|---|---|
|Particulars|As at
March 31, 2021|As at
March 31 2020|
|Dividend distribution tax on dividend paid
-
(241.06)|||
|Net cash flows used in financing activities
(7,937.26)
(4,582.45)|||
|Net change in cash and cash equivalents (A)+(B)+(C)
4,531.82
(1,561.57)
Cash and cash equivalents at the beginning of the year
242.04
1,785.12
Additions pursuant to Scheme of Amalgamation [Refer Note 2.52]
-
18.49|||
|Cash and cash equivalents at year end
4,773.86
242.04|||

As per our report of even date

For S. R. Batlibo & Co. LLP

For and on behalf of the Board of Directors

Chartered Accountants Firm Registration No : 301003E/E300005

per Sanjay Vij

Partner Membership No : 95169 Gurugram May 27, 2021

Rajesh Joshi Anant Talaulicar Managing Director & CEO Chairman DIN No. 08855031 DIN No. 00031051 Mumbai Mumbai May 27, 2021 May 27, 2021 Pramod Nair Neeraj Kohli Chief Financial Officer Company Secretary Mumbai New Delhi May 27, 2021 May 27, 2021

150 | Everest Industries Limited

STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2021

|(In Lakhs)<br>**A.**<br>**Equity share capital**|(In Lakhs)
A.
Equity share capital|(`In Lakhs)
A.
Equity share capital|
|---|---|---|
|Particulars|Numbers
of share|Amount|
|Balance as at March 31, 2019
15,636,340
1,563.63
Changes in equity share capital during the period
-
-
Balance as at March 31, 2020
15,636,340
1,563.63
Changes in equity share capital during the period
-
-
Balance as at March 31, 2021
15,636,340
1,563.63|||
|B.
Other equity|||

Particulars	Attributable to equity shareholders of the Company	Attributable to equity shareholders of the Company	Attributable to equity shareholders of the Company	Attributable to equity shareholders of the Company	Total other equity
	Reserves and surplus
	Securities premium	General reserve	Share based payment reserve	Retained earnings
As at March 31, 2019 Adjustment related to merger of Everest Building Solutions Limited (Refer note 2.52) Profit for the period Other comprehensive income Total comprehensive income for the year	1,337.08 - - - 1,337.08	9,848.91 - - - 9,848.91	520.86 - - - 520.86	32,000.16 (131.09) 1,373.00 (32.10) 33,209.97	43,707.01 (131.09) 1,373.00 (32.10) 44,916.82
Dividend paid during the year Dividend distribution tax on dividend paid Compensation options granted during the year/ Changes during the year (net) Transferred from share based payment reserve on exercise and lapse of options Balance as at March 31, 2020	- - - 36.09 1,373.17	- - - - 9,848.91	- - 233.40 (36.09) 718.17	(1,172.73) (241.06) - - 31,796.18	(1,172.73) (241.06) 233.40 - 43,736.43
Balance as at March 31, 2020 Profit for the year Other comprehensive income Total comprehensive income for the year Dividend paid during the year Compensation options granted during the year/ Changes during the year (net) Transferred from share based payment reserve on exercise and lapse of options	1,373.17 - - 1,373.17 - - 244.56	9,848.91 - - 9,848.91 - - -	718.17 - - 718.17 - 3.08 (244.56)	31,796.18 5,759.18 96.88 37,652.24 (156.36) - -	43,736.43 5,759.18 96.88 49,592.49 (156.36) 3.08 -
Balance as at March 31, 2021	1,617.73	9,848.91	476.69	37,495.88	49,439.21

See accompanying notes forming part of the financial statements As per our report of even date

For S. R. Batliboi & Co. LLP

For and on behalf of the Board of Directors

Chartered Accountants

Firm Registration No : 301003E/E300005

per Sanjay Vij Partner Membership No : 95169

Rajesh Joshi

Anant Talaulicar

Pramod Nair

Neeraj Kohli

Managing Director & CEO Chairman Chief Financial Officer Company Secretary DIN No. 08855031 DIN No. 00031051 DIN No. 08855031

Gurugram May 27, 2021

Mumbai May 27, 2021

Mumbai New Delhi May 27, 2021 May 27, 2021

ANNUAL REPORT: 2020-21 | 151

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2021

Note 1.1

Corporate information

Everest Industries Limited (‘the Company’) is engaged in manufacturing and trading of building products like roofing products, boards and panels, other building products and accessories and manufacturing of components of pre-engineered steel buildings and related accessories.

The financial statements for the year ended March 31, 2021 were approved by the Board of Directors and authorised for issue on May 27, 2021.

(ii) Cash Dividend

The Company recognises a liability to make cash distributions to the shareholders of the Company when the distribution is approved by the shareholder in the Annual General Meeting of the Company.

(iii) Fair values measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

In the principal market for the asset or liability, or

Note 1.2

In the absence of a principal market, in the most advantageous market for the asset or liability

Basis of preparation

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015.

These financial statements have been prepared on the historical cost or at amortised cost, except for the following assets and liabilities:

derivative financial instruments are measured at fair value;
employee defined benefit assets/(liability) are recognised as the net total of the fair value of plan assets, plus actuarial losses, less actuarial gains and the present value of the defined benefit obligation;

Note 1.3

Summary of significant accounting policies

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

(i) Current Vs Non-Current Classification

The Company presents assets and liabilities in the balance sheet based on current/non-current classification. An asset is treated as current when it is:

Expected to be realised or intended to be sold or consumed in normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Other techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 - Techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

(iv) Property, Plant and Equipment

Expected to be settled in normal operating cycle
Held primarily for the purpose of trading
Due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalent. The Company has identified twelve months as its operating cycle.

On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property plant and equipment recognised as at April 1, 2016, measured as per the previous GAAP, and use that carrying value as the deemed cost of such property plant and equipment.

Property, plant & equipment and capital work in progress are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs if capitalization criteria are met, directly attributable cost of bringing the asset to its working condition for the intended use. Such cost includes the cost of replacing part of the plant and equipment.

152 | Everest Industries Limited

costs if capitalization criteria are met, directly attributable cost of bringing the asset to its working condition for the intended use. Such cost includes the cost of replacing part of the plant and equipment.

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The costs of repairs and maintenance are recognised in the statement of profit and loss as incurred.

The Company identifies and determines cost of each component/ part of the asset separately, if the component/ part has a cost which is significant to the total cost of the asset and has useful life that is materially different from that of the remaining asset.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the Statement of Profit or Loss when the asset is derecognised.

The residual values, useful lives and methods of depreciation of Property, plant and equipment are reviewed at each financial year end and adjusted, if appropriate.

(v) Depreciation on Property, plant & equipment

Lease hold improvements (LHI) & leasehold lands are amortised on straight line basis over the period of lease or useful life whichever is lower.
Depreciation on other Property, plant & equipment is provided on straight line basis at the rates based on the estimated useful life of the assets. The Company, based on management estimates, depreciates the assets over estimated useful lives which coincides with the useful life prescribed in Schedule II to the Companies Act, 2013.
The Company, based on technical assessment made by technical expert and management estimate, depreciates certain items of plant and equipment over estimated useful lives of 15 years which are different from the useful life of 8 years, prescribed in Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.
Depreciation on Property, plant & equipment added/disposed off during the year is provided on pro-rata basis with respect to date of acquisition/ disposal.

(vi) Intangible assets

(vii) Research and development costs

Research and development costs of revenue nature are charged to the Statement of Profit and Loss when incurred. Fixed assets utilised for research and development are capitalised and depreciated in accordance with the rates set out in Note 1.3 (iv) above.

(viii) Revenue Recognition

• Revenue from contract with customers

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

In respect of pre-engineered building contracts, revenue is recognised over a period of time using the input method (equivalent to percentage-of-completion method; POCM) of accounting with contract costs incurred determining the degree of completion of the performance obligation.

Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers on behalf of the government.

Effective April 1, 2018, the Company has applied Ind AS 115 “Revenue from contracts with customers” which establishes a comprehensive framework for determining whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS 18 “Revenue” and Ind AS 11 “Construction Contracts”. The effect of initially applying this standard is recognised at the date of initial application (i.e. April 1, 2018). The Company has adopted Ind AS 115 using the modified retrospective approach. Under the modified retrospective approach, there were no significant adjustments required to the retained earnings at April 1, 2018. Also, the application of Ind AS 115 did not have any significant impact on recognition and measurement of revenue and related items in the financial statements.

• Interest

For all debt instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR).

EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. Interest income is included in finance income in the statement of profit and loss.

(iii) Financial Instruments

Intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

• Financial assets

Technical know-how is amortised over the term of the agreement. Computer software is amortised over the estimated useful life of 3 years.

An item of intangible assets is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the Statement of Profit or Loss when the asset is derecognised. The residual values, useful lives and methods of amortisation of intangible assets are reviewed at each financial year end and adjusted prospectively, if appropriate.

Initial recognition and measurement

On initial recognition, a financial asset is recognised at fair value, in case of financial assets which are recognised at fair value through profit and loss (FVTPL), its transaction cost are recognised in the statement of profit and loss. In other cases, the transaction cost are attributed to the acquisition value of the financial asset.

ANNUAL REPORT: 2020-21 | 153

Overview Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

Subsequent measurement

Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

Other financial liabilities (Loans and borrowings)

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit and loss when the liabilities are derecognised as well as through the EIR amortisation process.

The EIR amortisation is included as finance costs in the statement of profit and loss.

Derecognition

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the statement of profit and loss. The losses arising from impairment are recognised in the statement of profit and loss. This category generally applies to trade receivables, security deposits & other receivables.

Investments in subsidiaries

Investments in subsidiaries are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amounts are recognized in the statement of profit and loss.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Derivative nancial instruments and hedge accounting

The Company uses derivative financial instruments such as foreign exchange, forward contracts, option contracts and swap contracts to hedge its foreign currency risk.

Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value at the end of each reporting period.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss.

(x) Inventories

Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the contractual rights to receive the cash flows from the asset.

Inventories are valued at the lower of cost and the net realisable value after providing for obsolescence and other losses, where considered necessary and includes all applicable costs incurred in bringing goods to their present location and condition. The basis for determining cost for various categories of inventories is as follows:

Impairment of financial assets

The Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the trade receivable.

The Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for estimated losses on the current portfolio. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

The impairment losses and reversals are recognised in Statement of Profit and Loss.

• Financial liabilities

Stores and spare parts	- Moving Weighted average
Raw materials	- Moving Weighted average
Materials in transit	- At cost
Work in progress and Finished goods	- Material cost determined on moving weighted average basis plus appropriate share of labour, manufacturing and other overheads.
Stock in trade	- Moving Weighted average

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

Initial recognition and measurement

(xi) Retirement and other Employee Benefits

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

Employee benefits include provident fund, superannuation, performance incentives, gratuity and compensated absences.

Short-term employee benefits

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Subsequent measurement

The undiscounted amount of short-term employee benefits expected to be paid in exchange of services rendered by employees is recognised during the period when the employee renders the services. These benefits include compensated absences and performance incentives.

Financial liabilities are subsequently measured at amortised cost using the EIR method.

154 | Everest Industries Limited

Post-employment benefit plans

The Company has various schemes of retirement benefits namely provident fund, superannuation schemes and gratuity, which are administered by trustees of independently constituted trusts recognised by the Income-tax authorities.

The Company’s contributions towards provident fund are deposited in a trust formed by the Company under the Employees Provident Fund and Miscellaneous Provisions Act, 1952. Contributions to superannuation fund are deposited in a separate trust. These trusts are recognised by the Income Tax authorities. The contributions to the trusts are managed by the trustees of the respective trusts.

The Company’s superannuation scheme is considered as defined contribution scheme. The Company has no obligation, other than the contribution payable to the super-annuation fund. The Company recognizes contribution payable to the super-annuation fund scheme as an expense, when an employee renders the related service.

The Provident Fund (administered by a Trust) is a defined benefit scheme where by the Company deposits an amount determined as a fixed percentage of basic pay to the fund every month. The benefit vests upon commencement of employment. The interest credited to the accounts of the employees is adjusted on an annual basis to confirm to the interest rate declared by the government for the Employees Provident Fund. The Company has adopted actuary valuation based on project unit credit method to arrive at provident fund liability as at year end. The Provident Fund scheme additionally requires the Company to guarantee payment of interest at rates notified by the Central Government from time to time, for which shortfall as at the Balance Sheet date, if any, is provided for.

The Company operates a defined benefit gratuity plan, which requires contributions to be made to a separately administered fund. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method. Remeasurements, comprising of actuarial gains and losses, and the return on plan assets (excluding net interest), are recognised to OCI in the period in which they occur and are not reclassified to profit or loss.

Benefits comprising compensated absences constitute other employee benefits. The liability for compensated absences is provided on the basis of an actuarial valuation done by an independent actuary at the year end. Actuarial gains/losses are immediately taken to the statement of profit and loss for the period in which they are occur.

(xii) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

(xiii) Foreign Exchange Transactions and balances

The functional currency of the company is India Rupees.

Initial recognition

Conversion

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency exchange rate at the reporting date.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction.

(xiv) Taxation

Tax expense represents the sum of current tax and deferred tax.

Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the reporting date and includes any adjustment to tax payable in respect of previous years. Subject to exceptions below, deferred tax is provided, using the balance sheet method, on all deductible temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, on carry forward of unused tax credits and unused tax loss; deferred income tax is not recognised on the initial recognition (including MAT) of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and deferred tax assets are recognised only to the extent that it is more likely than not that they will be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Tax relating to items recognized outside profit or loss is recognised outside profit or loss (either in other comprehensive income or equity).

The carrying amount of deferred tax assets (including MAT credit available) is reviewed at each reporting date and is adjusted to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

(xv) Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

Transactions in foreign currencies are initially recorded by the Company at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

ANNUAL REPORT: 2020-21 | 155

Overview Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

(xvi) Impairment of Non-financial Assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal or its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Impairment losses, are recognised in the statement of profit and loss.

Intangible assets with indefinite useful lives are tested for impairment annually, as appropriate and when circumstances indicate that the carrying value may be impaired.

(xvii) Provisions and contingencies

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. The expense relating to any provision is presented in the statement of profit or loss, net of any reimbursement.

(xviii) Contingent liability

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

(xix) Share based payment transaction

Selected employees of the Company receive remuneration in the form of equity settled instruments, for rendering services over a defined vesting period. Equity instruments granted are measured by reference to the fair value of the instrument at the date of grant.

The fair value determined at the grant date of the equity-settled share based payments is expensed on a straight line basis over the vesting period, based on the Company`s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.

(xx) Leases

The Company assesses at contract inception whether a contract is, or contains, a lease i.e. if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Company as a lessee

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

(i) Right-of-use assets

The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any

accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the lease term.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in section 1.3 (iv) Impairment of tangible and intangible assets.

(ii) Lease liabilities

At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

(iii) Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

Company as a lessor

Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms.. Contingent rents are recognised as revenue in the period in which they are earned.

(xxi) Segment reporting

Operating segment are reported in a manner consistent with the internal reporting provided to chief operating decision maker (CODM). The managing director is considered to be the ‘Chief Operating Decision Maker’ (CODM).

Refer Note 2.39 for segment information presented.

(xxii) Government grants and subsidies

Grants and subsidies from the government are recognised when there is reasonable assurance that the Company will comply with the conditions attached to them, and the grant/subsidy will be received.

When the grant or subsidy relates to revenue, it is recognised as income on a systematic basis in profit or loss over the periods necessary to match them with the related costs, which they are intended to compensate.

156 | Everest Industries Limited

Where the grant relates to an asset, it is recognised as deferred income and released to income when on a systematic basis when related conditions or obligations are met by the Company.

(xxiii) Cash and cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdraft as they are considered an integral part of the company’s cash management.

(xxiv) Rounding of amounts

All amounts disclosed in the financial statements and notes have been rounded of the nearest two decimal lakhs as per the requirement of schedule III, unless otherwise stated.

dispute can be made, provision is made for the best estimate of the liability. In estimating any such liability, the Company applies a risk-based approach. These estimates take into account the specific circumstances of each dispute and relevant external advice, are inherently judgemental and could change substantially over time as each dispute progresses and new facts emerge.

The Company continues to believe that it has made adequate provision for the liabilities likely to arise from open assessments. Where open issues exist the ultimate liability for such matters may vary from the amounts provided and is dependent upon the outcome of assessments with the relevant tax authorities or the litigation proceedings.

(c) Useful Lives of Property, Plant and Equipment: The Company uses its technical expertise along with historical and industry trends for determining the economic life of an asset/component of an asset. The useful lives are reviewed by the management periodically and revised, if appropriate. In case of a revision, the unamortised depreciable amount is charged over the remaining useful life of the assets.

Note 1.4

Significant accounting judgments, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of asset and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(a) Uncertainty on the Estimation of the Total Construction Revenue and Total Construction Cost: The Company recognises revenue from the construction contracts over the period of contract as per the input method of IND AS 115 “Revenue from contracts with the customers”. The contract revenue is determined based on proportion of contract cost incurred to date compared to estimated total contract cost which involves significant judgement, identification of contractual obligations, and the company’s right to receive payments for performance completed till date, risk on collectability due to liquidation damages and other penalties imposed by the customers, possible effects from Covid 19 pandemic, change in scope and consequential revised contact price and recognition of the liability for loss making contracts/ onerous obligations etc. The Company has efficient, coordinated system for calculation and forecasting its revenue and expense reporting. However actual project outcome may deviate positively or negatively from the company’s calculation and forecasting which could impact the revenue recognition up to the stage of project completion and is recognised prospectively in the financial statements.
(d) Measurement of Defined Benefit Obligation: The cost of the defined benefit gratuity plan and other Long term employee benefits (Compensated Absences) and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is sensitive to changes in these assumptions.
(e) Share-based Payments: The Company measures the cost of equity-settled transactions with employees using Black-Scholes model to determine the fair value of the liability incurred on the grant date. Estimating fair value for share-based payment transactions require determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.
(f) Impairment in subsidiaries: Determining whether the investments in subsidiaries are impaired requires an estimate of the value in use of investments. In considering the value in use, the management anticipates the future commodity prices, capacity utilisation of plant, operating margins, discount rates and other factors of the underlying businesses/operations of the subsidiaries.
(g) Expected Credit Loss: The Company makes provision of expected credit losses on trade receivables using a provision matrix. The provision matrix is based on its historical observed default rates, adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and Company makes appropriate provision wherever outstanding is for longer period and involves higher risk.
(b) Tax Uncertainties: The Company has open tax issues, ongoing proceedings and exposures at various levels of authorities. Where management makes a judgement that an outflow of funds is probable and a reliable estimate of the outcome of the

ANNUAL REPORT: 2020-21 | 157

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2021

2.01 Property, plant and equipment

2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment
(₹In Lakhs)
Particulars	Freehold Land	Leasehold Land	Buildings on Freehold Land	Building on Leasehold Land	Lease Hold Improve- ments	Plant and Equipment	Furniture and fixtures	Vehicles	Office Equipments	Others (Roads)	Total
Cost At March 31, 2019 Additions Disposals	1,408.13 - -	2,611.13 - -	4,135.32 109.16 (70.85)	8,194.38 63.81 -	47.83 - -	21,386.80 3,507.26 (143.91)	839.14 17.84 (0.10)	242.40 - (42.19)	637.17 38.38 (2.21)	360.18 12.10 -	39,862.48 3,748.55 (259.26)
At March 31, 2020 Additions Disposals	- - 1,408.13	- - 2,611.13	4,173.63 58.58 -	8,258.19 42.53 -	- - 47.83	24,750.15 1,441.87 (287.13)	856.88 8.48 -	200.21 79.39 (116.62)	673.34 15.16 (3.16)	372.28 - -	43,351.77 1,646.01 (406.91)
At March 31, 2021 Accumulated depreciation At March 31, 2019 Depreciation charge for the year Disposals	1,408.13 - - -	2,611.13 88.08 33.54 -	4,232.21 485.23 158.78 (64.03)	8,300.72 662.44 210.83 -	47.83 3.27 1.20 -	25,904.89 4,309.10 1,394.98 (93.75)	865.36 276.62 90.67 (0.10)	162.98 19.20 33.75 (23.72)	685.34 342.97 105.92 (2.08)	372.28 126.68 41.95 -	44,590.87 6,313.59 2,071.62 (183.68)
At March 31, 2020 Depreciation charge for the year Disposals	- - -	121.62 33.57 -	579.98 162.52 -	873.27 217.85 -	4.47 1.21 -	5,610.33 1,515.50 (239.48)	367.19 83.93 -	29.23 27.76 (63.06)	446.81 94.32 (2.30)	168.63 36.65 -	8,201.53 2,173.31 (304.84)
At March 31, 2021 Net Book Value At March 31, 2020 At March 31, 2021	- 1,408.13 1,408.13	155.19 2,489.51 2,455.94	742.50 3,593.65 3,489.71	1,091.12 7,384.92 7,209.60	5.68 43.36 42.15	6,886.35 19,139.82 19,018.54	451.12 489.69 414.24	(6.07) 170.98 169.05	538.83 226.53 146.51	205.28 203.65 167.00	10,070.00 35,150.24 34,520.87

Note : (a) Refer note 2.15 for details of assets hypothecation against borrowings

Capital work in progress	Capital work in progress	Capital work in progress
Particulars	At March 31, 2021	At March 31, 2020
Capital work in progress 1,342.50 2,061.35
Total 1,342.50 2,061.35
Note :Net off of provision for impairment of Rs. 520.20 lakhs ( previous year Rs. 160 lakhs) (refer note 2.58) Intangible assets (₹in Lakhs)
Particulars	Computer Software	Total
Cost At March 31, 2019 494.07 494.07 Addition 2.31 2.31 Disposals - -
At March 31, 2020 496.38 496.38 Addition 246.06 246.06 Disposals - -
At March 31, 2021 742.44 742.44 Accumulated amortisation
At March 31, 2019 368.12 368.12 Amortisation for the year 70.64 70.64
At March 31, 2020 438.76 438.76 Amortisation for the year 57.16 57.16
At March 31, 2021 495.92 495.92
Net book Value At March 31, 2020 57.62 57.62
At March 31, 2021 246.52 246.52

158 | Everest Industries Limited

2.04 Right to use asset

Right to use asset	Right to use asset	Right to use asset
Particulars Right to Use Asset Total
Cost As at transition date April 1, 2019 925.45 925.45 Addition - - Disposals - -
358.13 358.13 - - At March 31, 2020 925.45 925.45 Addition Disposals
At March 31, 2021 1,283.58 1,283.58 Accumulated depreciation As at transition date April 1, 2019 - - Depreciation charge for the year 231.37 231.37
Depreciation charge for the year 301.00 301.00 At March 31, 2020 231.37 231.37
At March 31, 2021 532.37 532.37
Net book Value At March 31, 2020 694.08 694.08 At March 31, 2021 751.21 751.21
below are the carrying amount of lease liabilities and the movement during the period :
	As at March 31, 2021	As at March 31, 2020
As at transition date April 1, 2020 Opening lease liability Lease liability addition 343.43 741.34 - Accretion of interest on lease liability 74.30 Payment of lease rentals 328.60 925.45 65.01 249.12
Lease liability as at March 31, 2021 830.47 741.34
Current lease liability (see note 2.16) 403.75 261.57 Non-current lease liability (see note 2.16) 426.72 479.77
The maturity analysis of lease liabilities are disclosed The effective interest rate for lease liabilities is 9% with maturity between 2021-2023 The following are the amount recognised in profit or loss: Depreciation expense of right of use assets 301.00 231.37 Interest expense on lease liability 74.30 65.01
Total amount recognised in profit or loss 375.30 296.38

Set out below are the carrying amount of lease liabilities and the movement during the period :

ANNUAL REPORT: 2020-21 | 159

Overview Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

2.05 Investments in subsidiaries - at cost

Investments in subsidiaries - at cost
Particulars	As at March 31, 2021	As at March 31, 2020
Non Current (at amortised cost) Investment in unquoted equity instruments of subsidiaries 16,87,453 shares (previous year 16,87,453 shares) equity shares of USD. 1. each fully paid up of Everest Building Products, Mauritius* Less: Provision for impairment 201.67 201.67 (201.67) (201.67) - - Nil shares (previous year 50,000 shares) equity shares of Rs. 10 each fully paid up of Everest Building Solutions Limited ( refer note 2.52)
- -

"* The subsidiary Company, under which the proposed fibre Cement Board project in UAE, was being set up, had decided not to pursue the project in the earlier year. Accordingly, the investment has been carried at the value less provision for impairment.

2.06 Other financial assets

2.07	Non Current a. Security deposits 642.74 - 586.03 b. Government subsidy receivable (refer note 2.31) 80.82 577.07 c. Balances held as margin money (deposit accounts) 351.78 4,781.00 d. Deposit accounts with remaining maturity of more than 12 months - Unsecured, considered good (at amortised cost)
	Total unsecured, considered good 5,504.56 1,514.88
	a. Government subsidy receivable Less: provision for doubtful recoverability 577.07 - (577.07) - Unsecured, doubtful (at amortised cost)
	- -
	Unsecured, consider good Current a. Security deposits 53.53 121.58 53.53 b. Interest accrued but not due 1.84 58.25 c. Insurance claim 20.87 d. Balances held as margin money 0.08 67.29 e. Derivative assets 9.65 7.06 f. Other receivables 169.81 217.09
	356.49 424.09
	Other assets Non Current a. Prepaid lease rental 2.71 145.19 3.63 b. Capital advances 39.90 120.24 c. Prepaid expenses 70.26 Unsecured, consider good
	187.80 194.13

160 | Everest Industries Limited

Particulars	As at March 31, 2021	As at March 31, 2020
Unsecured, consider good Current a. Prepaid lease rental 6.49 64.91 6.49 b. Advances to employees 550.24 168.99 c. Prepaid expenses 239.13 d. Prepaid gratuity 428.32 260.46 e. Advance to supplier 849.38 1,686.44 f. Input credit receivables 1,798.88 1,120.12 g. Others - 57.75
3,698.22 3,539.38
Unsecured, doubtful a. Advance to supplier 341.00 (341.00) - Less: provision for doubtful recoverability -
- -

2.08 Income tax assets (net)

Income tax assets (net)
Particulars	As at March 31, 2021	As at March 31, 2020
Advance income tax (net of provision) 1,838.77 3,090.55
1,838.77 3,090.55

[Net of provision for current tax - Rs. 5,269.31 lakhs (previous year Rs. 13,155.01 lakhs). Also refer Note 2.57

Inventories	Inventories	Inventories
Particulars	As at March 31, 2021	As at March 31, 2020
a. Raw materials (At cost) i. On hand 12,521.58 14,196.26 ii. In transit 769.27 768.76
13,290.85 14,965.02
b. Work-in-progress 3,636.41 3,311.73 c. Finished goods 6,922.83 10,694.82 d. Stock-in-trade 321.94 534.59 e. Stores and spares 1,287.87 1,483.03 f. Packing materials 68.34 77.26
25,528.24 31,066.45

Note: (a) Refer note 2.15 for details of inventories hypothecation against borrowings

(b) The mode of valuation of inventories has been stated in note 1.3 (x)

2.10	Trade receivables a. Trade receivables i. Secured, considered good* 3,610.29 3,946.75 ii. Unsecured, considered good 2,205.63 2,842.04 iii. Doubtful 3,815.64 2,831.17
	9,631.56 9,619.96
	Less: Impairment of doubtful trade receivables 3,815.64 2,831.17
	5,815.92 6,788.79

Note: (a) The Company has used a practical expedient by computing the expected loss allowance for trade receivables based on historical credit loss experience and adjustments for forward looking information. (refer note 2.56)

(b) Refer note 2.15 for details of receivables hypothecation against borrowings

(c) The secured trade receivable including security against Bank Guarantee, Letter of Credit and channel financing of Rs. 1,526.83 lakhs (Previous year Rs. 1,491.58 lakhs)

ANNUAL REPORT: 2020-21 | 161

Overview Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

2.11 Cash and Cash Equivalent

2.11	Cash and Cash Equivalent	Cash and Cash Equivalent	Cash and Cash Equivalent
2.12 2.13	(₹in Lakhs)
	Particulars	As at March 31, 2021	As at March 31, 2020
	a. Cash on hand i. Current accounts 2.94 - ii. Balance in fixed deposits having original maturity of less than 3 months 1,172.92 b. Remittance in transit 3,598.00 8.44 96.94 86.66 50.00 c. Balances with banks
	4,773.86 242.04
	Bank balances other than cash and cash equivalent i. Unpaid dividend (Earmarked accounts) ii. Deposit with banks having original maturity of more than 3 months 35.11 8,457.00 42.13 -
	8,492.11 42.13
	Share capital
	1. Authorised Share capital ( refer note 2.52) 1,705.00 1,705.00
	1,70,50,000 equity shares of Rs. 10 each (as at March 31, 2020 -1,70,50,000 equity shares of Rs. 10 each)
	2. Issued Share capital 1,563.63 1,563.63
	(as at March 31, 2020 -1,56,36,340 equity shares of Rs. 10 each) 1,56,36,340 equity shares of Rs. 10 each
	3. Subscribed and fully paid up (see note 2.49, 2.50 and 2.51) 1,563.63 1,563.63
	(as at March 31, 2020 -1,56,36,340 equityshares of Rs. 10 each) 1,56,36,340 equity shares of Rs. 10 each

2.14 Other Equity

Other Equity
	(₹in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
Share premium account General reserve Share based payment Reserve Retained Earning	1,617.73 1,373.17 9,848.91 9,848.91 476.69 718.17 37,495.88 31,796.18
	49,439.21 43,736.43
1. Securities premium account Add: Premium on shares issued during the year (including transfer from Share based payment reserve) Closing balance 2. General reserve Opening balance Add: Transferred from surplus in Statement of Profit and Loss Closing balance	1,373.17 1,337.08 244.56 36.09
	1,617.73 1,373.17 9,848.91 9,848.91 - -
	9,848.91 9,848.91

162 | Everest Industries Limited

(₹ in Lakhs)

		(₹in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
3. Share based payment reserve Opening balance Add: Share based payment expense to employees Less: Transferred from share based payement reserve on exercise and lapse of options Closing balance 4. Retained earning Adjustment related to merger of Everest Building Solutions Limited Opening balance Add: Profit for the year Remeasurement of defined benefit plan Less: Dividend paid during year 2019-20 @ Rs. 1.00 per share (Previous year final dividend year 2018-19 @ Rs.7.50 per share ) Dividend distribution tax on dividend paid Closing balance	718.17 520.86 3.08 233.40 244.56 36.09
	476.69 718.17 - 131.09 31,796.18 32,000.16 5,759.18 1,373.00 96.88 (32.10) 156.36 1,172.73 - 241.06
	37,495.88 31,796.18
	49,439.21 43,736.43

In respect of the year ended March 31, 2021, the directors propose that a final dividend of Rs.7.50 per share be paid on fully paid equity shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as liability in these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares. The total estimated equity dividend to be paid is Rs. 1172.73 Lakhs. (refer note 2.48)

2.15 Borrowing at amortised cost

(₹ in Lakhs)

Borrowing at amortised cost		(₹in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
Secured Non Current i. Term loans - 5,042.38 Less: Current maturities of long-term debt (secured) - 519.24 (refer note 2.19 (a)
- 4,523.14

Note:

External Commercial Borrowing (ECB) from Axis Bank Limited of Rs. NIL [previous year Rs. 4.523.14 lakhs (USD 60 lakhs)] was secured by first pari-passu charges on all the movable fixed assets situated at Kymore, Lakhmpaur and Bhagwanpur and immoveable fixed assets located at Kymore, Bhagwanpur and Lakhmapur. The ECB was repayable in single instalment ;the instalment is due in September 2022. The rate of interest is 3 months Libor + 2.70% per annum(previous year 3 months Libor + 2.70% per annum). The Company has made prepayment of the ECB from Axis Bank during the year.

Working Capital Term Loan from Kotak Mahindra Bank Limited of Rs. NIL (previous year Rs.519.24 lakhs) was secured by exclusive charge over the immovable and movable property situated at Dahej. The loan was repayable in 13 quarterly instalments of Rs. 173.08 lakhs; the last instalment is due in December 2020. The rate of interest is banks MCLR +0.20% per annum. For current maturities of long term borrowings see note 2.19 (a). The Company has made prepayment of the Working capital loan from Kotak Mahindra Bank during the year.

The Company has financial covenants relating to the borrowing facilities that it has taken from the lenders which is maintained by the Company.

the Company.
Secured
Current
i. Cash credit	-	1,657.67
ii. Buyers credit	-	461.26
	-	2,118.93

Note:

Loans from banks are secured by a first pari-passu charge by way of hypothecation of stocks, present and future, book debts and receivables, first pari-passu charge on land and building situated at Podanur, second pari-passu charges on all movable fixed assets situated at Kymore, Podanur, Kolkata, Lakhmapur and Bhagwanpur and second pari-pasu charges on land and building situated at Kymore, Lakhmapur and Bhagwanpur.

ANNUAL REPORT: 2020-21 | 163

Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

2.16 Lease liability

Lease liability
a. Non-current	426.72	479.77
b. Current	403.75	261.57
	830.47	741.34
Trade payables
a. total outstanding dues of micro, small and medium enterprises (refer note 2.45)	787.14	894.56
b. total outstanding dues of creditors other than micro, small and medium enterprises	15,623.43	13,658.60
	16,410.57	14,553.16
* Includes dues from subsidiaries (refer note 2.38 ( c ) (iii))

2.17 Trade payables

2.18 Deposits from dealers

a. Stockists' and other deposits 3,043.65 3,214.67	a. Stockists' and other deposits 3,043.65 3,214.67	a. Stockists' and other deposits 3,043.65 3,214.67
3,043.65 3,214.67
Other Financial Liabilities (₹in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
a. Current maturities of long-term debt (secured) (refer note 2.15) i. Term loans from banks - 519.24 b. Interest accrued but not due* 59.02 27.27 c. Unpaid dividends 35.11 42.13 d. Payables for purchase of property, plant and equipment 24.38 115.72 e. Retention monies 409.37 497.97 f. Other payables 1,175.50 655.74
1,703.38 1,858.07

*Current year includes Interest on Income tax payable.

2.20 2.21 2.22	Provisions for retirement benefits a. Provision for employee benefits: i. Provision for compensated absences	484.61 536.34
		484.61 536.34
	Other current liabilities a. Advances from customers b. Payables in respect of statutory dues	5,791.72 4,932.25 1,097.78 434.28
		6,889.50 5,366.53
	Income tax asset / liabilty (net) Provision for income tax net of advance (Also refer note 2.55) "[Net of advance tax - Rs. 5,918.87 lakhs (previous year Rs. 494.87 lakhs) ]"	10,012.32 3,450.29
		10,012.32 3,450.29

164 | Everest Industries Limited

2.23 Revenue from operation

(₹ in Lakhs)

Particulars	For the year ended March, 31 2020	For the year ended March, 31 2019
a. Revenue from sale of products i. Revenue from building products ii. Revenue from traded products b. Revenue from steel building contracts Sub total * c. Other operating revenues i. Sale of scrap ii. Export incentives iii. Others (including other incentives)	95,096.19 82,787.69 482.25 708.21 24,931.84 43,433.45
	120,510.28 126,929.35
	773.10 1,017.20 40.72 266.52 - 161.70
	813.82 1,445.42
	121,324.10 128,374.77

*As per Ind AS 115 , the revenue is reported net of GST.

2.24 Other income

Other income
a. Interest income on financial assets carried at amortised cost i. Interest from banks on deposits ii Other interest b. Interest on Income tax refund c. Other non-operating income i Net loss on foreign currency transactions and translation ii Interest Income on Deposit iii Liabilities / provisions no longer required written back iv Miscellaneous income	564.74 194.59 37.40 78.42
	602.14 273.01
	- 94.55 18.91 - 1.48 4.50 74.56 484.93 191.92 88.21
	286.87 577.64
	889.01 945.20

2.25 Cost of raw material consumed (refer note 2.43)

Cost of material consumed 61,223.62	71,934.30
61,223.62	71,934.30
Purchase of traded goods
Roofing accessories 90.72 Other items 275.20	70.48 195.27
365.92	265.75

2.26 Purchase of traded goods

ANNUAL REPORT: 2020-21 | 165

Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

2.27 (Increase)/decrease in inventories of finished goods, work-in-progress and stock-in-trade

(₹ in Lakhs)

2.28 2.29 2.30	Particulars	For the year ended March, 31 2020	For the year ended March, 31 2019
	Inventories at the end of the year : i Finished goods ii Work-in-progress iii Stock-in -trade Inventories at the beginning of the year : i Finished goods ii Work-in-progress iii Stock-in -trade	6,922.83 10,694.82 3,636.41 3,311.73 321.94 534.59
		10,881.18 14,541.14
		10,694.82 11,428.84 3,311.73 3,964.39 534.59 868.91
		14,541.14 16,262.14
		3,659.96 1,721.00
	Employee benefits expense
	a. Salaries and wages b. Contributions to provident and other funds (Refer Note 2.37) c. Share based payment to employees (Refer note 2.51) d. Staff welfare expenses
		10,884.43 11,570.96
	Finance costs
	a. Interest expense on borrowings b. Interest in income tax payable c. Exchange differences regarded as an adjustment to borrowing cost d. Other borrowing cost	331.00 574.71 59.02 - - 128.46 - 1.00
		390.02 704.17
	Depreciation and amortisation expenses a. Depreciation on property, plant and equipment b. Depreciation on right to use asset c. Amortisation on intangible assets	2,173.31 2,071.62 301.00 231.37 57.16 70.64
		2,531.47 2,373.63

166 | Everest Industries Limited

2.31 Other expenses

(₹ in Lakhs)

Particulars	For the year ended March, 31 2021	For the year ended March, 31 2021
a. Consumption of stores and spare parts 3,761.95 4,683.71 b. Consumption of packing materials 1,038.88 1,196.78 c. Power and fuel 3,604.76 3,939.83 d. Repairs and maintenance - Building 246.25 372.43 - Machinery 526.45 763.83 - Others 638.44 582.07 e. Rent (refer note 2.41) 242.34 309.99 f. Rates and taxes 170.41 168.64 g. Insurance 401.23 289.33 h. Travelling 734.50 1,807.25 i. Advertisement and sales promotion expenses 659.87 1,285.72 j. Cost for erection of buildings 2,257.84 4,013.15 k. Loss on sale of property, plant and equipment (net) 57.51 55.21 l. Net loss on foreign currency transactions and translation - 281.99 m. Outward freight charges on finished goods 10,951.20 10,465.02 n. Professional and consultancy expenses (refer note 2.34) 1,581.94 1,323.13 o. Contract labour 3,240.43 4,366.22 p. Research and development expenses (refer note 2.46) 31.28 80.63 160.00 q. Provision for impairment in CWIP (refer note 2.58) 360.20 r. Provision for government subsidy 577.07 - s. Impairment of trade receivables 875.23 201.45 u. t. Expenditure on corporate social responsibility (refer note 2.47) Miscellaneous expenses 139.20 1,776.72 112.00 2,186.59
33,873.70 38,641.96

2.32 Income tax expenses

Income tax expenses
A. Tax Expenses recognized in Profit or Loss Current Tax	4,100.32	419.53
Deferred tax	(575.51)	315.67
Total tax expenses	3,524.81	735.20
B. Tax on Other Comprehensive Income Remeasurement of defined benefit plans	52.04	(17.24)
The income tax expenses for the year can be reconciled to the accounting profit as follows: Profit before Income Tax Expense	9,283.99	2,140.21
Enacted Statutory Income Tax Rate in India applicable to the Company	34.944%	34.944%
Computed expected income tax expense	3,244.20	747.87
Adjustments: Impact on provision for impairment of CWIP (being disallowed in income tax computation)	125.87	-
Additional deduction on reserarch cost under section 35(2AB) of Income Tax Act	-	(18.07)
Effect of deduction under Section 80G of Income Tax Act, 1961	34.82	21.57
Others	119.92	(16.17)
Current tax expenses recognised in statement of Profit and Loss	3,524.81	735.20

ANNUAL REPORT: 2020-21 | 167

Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

2.33 Contingent liabilities and commitments

Contingent liabilities and commitments
	(₹in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
a. Contingent liabilities Claims against the Company not acknowledged as liabilities in respect of: Sales tax matters Excise and service tax matters Income tax matters Total Advance paid/adjusted by authorities against above	10,492.18 3,958.80 890.40 790.03 2,189.83 3,427.74
	13,572.41 8,176.57
	1,856.74 3,479.18

b. Commitments

a) Estimated amount of contracts to be executed on capital account – Rs. 150.95 lakhs (net of advances – Rs. 10.32 lakhs), [previous year –Rs. 980.11 lakhs (net of advances Rs. 197.93 lakhs).

b) The Company has other commitments, for purchases/sales orders which are issued after considering requirements per operating cycle for purchase/sale of goods and services, in normal course of business.

c) The Company did not have any long term commitments/contracts including derivative contracts for which there will be any material foreseeable losses.

2.34 Professional and consultancy expenses include auditors remuneration (excluding taxes) as follows:

Particulars	For the year ended March, 31 2021	For the year ended March, 31 2020
To statutory auditors i. Audit fee 39.00 39.00 ii. Limited Review 24.00 24.00 iii. Reimbursement of expenses 1.65 6.94
64.65 69.94

2.35 Disclosure in respect of revenue from contracts with customers

a. Disaggregation of revenue from contracts with customers

The Company derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines and geographical regions:

product lines and geographical regions:
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Revenue by Geography Domestic 117,004.07 124,211.82 Overseas 3,506.21 2,717.53
Total revenue from contract with customers 120,510.28 126,929.35
Timing of revenue recognition At a point in time 95,578.44 83,495.90 Over time 24,931.84 43,433.45
Total revenue from contract with customers 120,510.28 126,929.35

168 | Everest Industries Limited

b. Contract Balances

The following table provides information about receivables, contracts assets, and contract liabilities from contracts with customers.

with customers.
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Receivables 2642.24 3,563.89 Contract assets - - Contract liabilities - -

c. Disclosure of ‘revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period’ and ‘revenue recognised in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods.

previous periods.
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Revenue from steel building contracts 24,931.84 43,433.45 Amounts included in contract liabilities at the beginning of the year - - Performance obligations satisfied in previous years - -

d. The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at March 31, are as follows:

are as follows:
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Within one year 20,062.22 16,025.51 More than one year - - Foreign exchange disclosure
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Outstanding forward exchange contracts as on 31 March, 2021: Receivables USD - 2.00 INR - 150.80 Payables USD 32.84 23.96 INR 2,398.40 1,809.83 Foreign currency exposures that are not hedged by derivative instruments or otherwise are as follows: Receivables USD 13.42 INR 986.57 Payables Refer note 2.56 for sensitivity analysis AED 3.37 - INR 67.49 - ECB Loan USD - 60.00 INR - 4,523.14 6.62 499.09

2.36 Foreign exchange disclosure

2.37 Employee benefit

a. Defined contribution plan

The Company makes superannuation fund contribution to defined contribution retirement plans for covered employees. The Company’s contribution towards superannuation fund is deposited in trust. The Company recognised Rs. 64.87 lakhs (previous year Rs. 79.77 lakhs) for superannuation fund contributions in the Statement of Profit and Loss.

ANNUAL REPORT: 2020-21 | 169

Overview Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

b. Defined benefit plan

I. Gratuity fund

The Company’s contribution towards its gratuity liability is a defined benefit retirement plan. The Company makes contributions to the trust from time to time which in turn makes contributions to the Employee’s Group Gratuity-cum-Life Assurance scheme of the Life Insurance Corporation of India. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service. The following tables set out the funded status of the gratuity plan and amounts recognised in the Company’s financial statements as at March 31, 2021:

i.

Reconciliation of fair value of plan assets and defined benefit obligation:


(₹in Lakhs) Reconciliation of fair value of plan assets and defined benefit obligation:
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Defined Benefit Obligation 1,886.33 2,020.48 Fair Value of Plan Assets 2,314.65 2,280.94
Funded Status Surplus/(Deficit) Total 428.32 260.46

ii. Amount recognised in Statement of Profit and Loss:

Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Current service cost 154.94 141.41 16.80 - Net Interest expenses Past service cost - plan amenments (20.06) (24.19)
Amount recognised in Statement of Profit and Loss Total 151.68 117.22

iii. Amount recognised in Other Comprehensive Income

Amount recognised in Other Comprehensive Income
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Actuarial (gain)/loss due to DBO experience (126.29) (22.87) Actuarial (gain)/loss due to DBO assumption changes 4.01 83.93 Return on plan assets (greater)/less than discount (26.64) (11.72)
Actuarial (gains)/ losses recognized in OCI Total (148.92) 49.34

iv. Changes in the present value of the defined benefit obligation are as follows:

Changes in the present value of the defined benefit obligation are as follows:
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Present value of defined benefit obligations as on April 01, 2020 2,020.48 1,860.32 Current service cost 154.94 141.41 Interest cost 108.71 122.67 Benefits paid (292.32) (164.98) Past service cost - plan amenments Actuarial (gain)/loss on obligations 16.80 (122.28) 61.06
Present value of defined benefit obligations as on March 31, 2021 Total 1,886.33 2,020.48

170 | Everest Industries Limited

v. Changes in the present value of the defined benefit obligation are as follows:

Changes in the present value of the defined benefit obligation are as follows:
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Fair value of plan assets at the beginning of the year 2,280.94 2,134.36 Interest Income on plan assets 128.77 146.86 Employer contribution 28.23 - Return on plan assets greater/(lesser) than discount rate 26.64 11.72 Benefits paid (149.93) (12.00)
Fair value of plan assets at the end of the year Total 2,314.65 2,280.94

vi. The major categories of plan assets of the fair value of the total plan assets are as follows:

Investment details	As at 0 2 0 2 , 1 3 h c r a M	As at March 31, 2019
	Funded	Funded
With Government of India securities With Debt instruments With Equity shares Other deposits	78.56% 75.89% 15.39% 18.39% 5.90% 5.55% 0.15% 0.17%
Total	100.00% 100.00%

The planned assets of the Company are managed by the Life Insurance Corporation of India in terms of an insurance policy taken to fund obligations of the Company with respect to its gratuity plan. Information on categories of plan assets as at March 31, 2021 has not been provided by the Life Insurance Corporation of India.

vii. Principal actuarial assumptions used in determining gratuity obligations:

viii.

ix.

Principal actuarial assumptions used in determining gratuity obligations:
Assumptions	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Discount rate 5.70% 5.80% Salary escalation 8.00% 8.00% Mortality rate Indian Assured Lives Mortality (2006-08) (Ult) Withdrawal rate 15.00% 15.00%
A quantitative sensitivity analysis for significant assumption as at March 31, 2020 is as shown below:
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Discount Rate Effect on DBO due to 0.5% increase in Discount Rate (35.25) (39.10) Effect on DBO due to 0.5% decrease in Discount Rate 36.45 40.78 Salary Escalation Rate Effect on DBO due to 0.5% increase in Salary Escalation Rate 35.54 39.87 Effect on DBO due to 0.5% decrease in Salary Escalation Rate (34.72) (38.60)

The following payments are expected contributions to the defined benefit plan in future years:

Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
31-Mar-21 - 347.44 31-Mar-22 364.19 31-Mar-23 335.24 397.75 31-Mar-24 390.39 432.69 31-Mar-25 281.38 262.77 March 31, 2026 to March 31, 2031 1,421.34 1,114.74 309.09

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II

Provident fund

The Company’s contribution towards provident fund is a defined benefit retirement plan. The Company makes contributions to the trust from time to time which in turn makes contributions in approved securities. The Company is liable for contribution paid/payable under provident fund scheme and any deficiency in interest cost compared to interest computed based on the interest declared by the Central Government under Employee Provident Fund Scheme, 1952 is recognised as defined benefit obligation.

The following tables set out the funded status of provident fund in the Company’s financial statements as at March 31, 2021:

(i) Reconciliation of fair value of plan assets and defined benefit obligation:

Reconciliation of fair value of plan assets and defined benefit obligation:
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Defined Benefit Obligation 8,427.50 8,857.02 Fair Value of Plan Assets 8,999.78 9,743.66
Funded Status Surplus/(Deficit) Total 572.28 886.64

(ii) Amount recognised in Statement of Profit and Loss:

Amount recognised in Statement of Profit and Loss:
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Current service cost 186.84 235.94 Net Interest expenses - - Immediate recognition of (gain)/losses- other long term employee benefit plan - - Other adjustments - -
235.94 *Amount recognised in Statement of Profit and Loss Total 186.84**

An employer expense of Rs. NIL has been shown as there is no net liability on account of the interest guarantee. Therefore no expense needs to be recognised.

(₹ in Lakhs)

(iii) Amount recognised in Other Comprehensive Income

Amount recognised in Other Comprehensive Income
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Actuarial (gain)/loss due to DBO experience 338.27 8.97 Actuarial (gain)/loss due to DBO assumption changes 326.68 2.78 Actuarial (gain)/loss arising during period (314.56) 599.04 Return on plan assets (greater)/less than discount rate (350.39) (610.79)
*Actuarial (gains)/ losses recognized in OCI Total** - -

An employer expense of Rs. NIL has been shown as there is no net liability on account of the interest guarantee. Therefore no expense needs to be recognised.

(iv) Changes in the present value of the defined benefit obligation are as follows

Changes in the present value of the defined benefit obligation are as follows
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Present value of defined benefit obligations as on April 01, 2020 8,857.02 8,380.73 Current service cost 186.84 235.94 Interest cost 464.46 683.29 Employee contribution 494.66 578.67 Acquisition (credit)/ cost - (1,174.94) Other adjustments (65.90) Benefits paid (1,065.49) (967.46) Actuarial (gain)/loss on obligations 664.95 11.75
Present value of defined benefit obligations as on March 31, 2021 Total 8,427.50 8,857.02

172 | Everest Industries Limited

(v) Changes in the fair value of plan assets are as follows:

Changes in the fair value of plan assets are as follows:
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Fair value of plan assets at the beginning of the year 9,743.86 Interest Income on plan assets 464.46 Employer contribution 681.50 Acquisition adjustment (1,174.94) Return on plan assets greater/(lesser) than discount rate 350.39 Benefits paid (1,065.49) 8,668.53 683.29 814.61 (65.90) 610.79 (967.46)
Fair value of plan assets at the end of the year Total 8,999.78 9,743.86

(vi) The major categories of plan assets of the fair value of the total plan assets are as follows:

Investment details	As at March 31, 2021	As at March 31, 2020
	Funded	Funded
Government of India securities PSU Private sector bond Special deposit scheme Mutual Fund	41.64% 37.92% 41.86% 34.20% 0.00% 0.00% 16.31% 19.02% 0.19% 8.86%
Total	100.00% 100.00%

(vii) Principal actuarial assumptions used in determining provident fund obligations:

Principal actuarial assumptions used in determining provident fund obligations:
Assumptions	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Discount rate 5.70% 5.80% Rate of return on EPFO 8.50% 8.50% Mortality rate Indian Assured Lives Mortality (2006 -08) (modified) Withdrawl rate 15.00% 15.00%

2.38 Related party disclosures

a. List of related parties
i. Holding company
Falak Investment Private Limited (with effect from March 23, 2020)
ii. Enterprise excercising significant influence
Falak Investment Private Limited (till March 22, 2020)

iii. Subsidiary companies

Everest Building Products, Mauritius

Everest Building Solutions Limited (Till April 01, 2020) (Refer note 2.52)

Everestind FZE, United Arab Emirates(UAE) – subsidiary of Everest Building Products, Mauritius

iv. Key management personnel/Whole time director

Mr. Rajesh Joshi, Managing Director and CEO (from 01 September, 2020)

Mr. Manish Sanghi, Managing Director (till August 31, 2020)

Mr. Y. Srinivasa Rao, Executive Director

Mr. Neeraj Kohli, Company Secretary

Mr. Nikhil Dujari, Chief Financial Officer (till May 10, 2021)

Mr. Promod Nair, Chief Financial Officer (from May 11, 2021)
v. Entities on which key management personnel have control/significant influence

Purpleapple Infosystems LLP

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Financial Statements - Consolidated

b. Transactions with related parties during the year:

b. Transactions with related parties during the year:
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
i. Dividend paid Falak Investment Private Limited ii. Remuneration to key management personnel/ whole time director Mr. Rajesh Joshi Mr. Manish Sanghi Mr. Y. Srinivasa Rao Mr. Neeraj Kohli Mr. Nikhil Dujari 79.33 304.50 187.08 29.07 101.57 553.70 - 263.79 183.84 28.74 105.52 204.17 iii. Dividend paid to key management personnel Mr. Manish Sanghi Mr. Y. Srinivasa Rao 0.80 0.32 6.35 2.38 iv. Revenue from sale of products to Everestind FZE 2,290.81 2,295.34 c. Balances outstanding with related parties at the year end: v. Purchase of traded goods Everestind FZ 56.54 - vi. Services received Purpleapple Infosystems LLP 4.06 - vii. Collection received on behalf of Company Everest Building Solutions Limited 10.81 -
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
i. Share capital from Falak Investment Private Limited 793.34 793.34 ii. Trade receivables Everestind FZE 613.73 608.96 Everest Building Solutions Limited - 10.81 iii. Trade payable Everest Building Solutions Limited - - Everestind FZE 52.36 (4.17) Purpleapple Infosystems LLP - 0.48

174 | Everest Industries Limited

2.39 Segment information

a. Business segments:

The Group has determined following reporting segments based on the information reviewed by the Chief Operating Decision Maker (CODM).Building products includes manufacturing and trading of roofing products, boards and panels, other building products and accessories. Steel buildings consist of manufacture and erection of pre – engineered and smart steel buildings and its accessories.

b. Geographical segments:

Since the Group’s activities/operations are primarily within the country and as such there is only one geographical segment.

c. Segment accounting policies:

In addition to the significant accounting policies applicable to the business segments as set out in note a above, the accounting policies in relation to segment accounting are as under:

i. Segment revenue and expenses:

Segment revenue and expenses include the respective amounts identifiable to each of the segments. Unallocable items in segment results include income from bank deposits and corporate expenses.

ii Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, trade receivables, inventories and fixed assets, net of allowances and provisions, which are reported as direct offsets in the balance sheet. Segment liabilities include all operating liabilities and consist principally of creditors and accrued liabilities. Segment assets and liabilities do not include fixed deposits, advance income tax, borrowings and deferred income tax etc.

The measurement of each segment’s revenues, expenses and assets is consistent with the accounting policies that are used in preparation of the Group’s financial statements.

Information about business segments:

(₹ in Lakhs)

Particulars	Building products	Building products	Steel buildings	Steel buildings	Total	Total
	For the year d e d n e March 31, 2021	For the year d e d n e March 31, 2020	For the year d e d n e March 31, 2021	For the year d e d n e March 31, 2020	For the year d e d n e March 31, 2021	For the year d e d n e March 31, 2020
1. Segment Revenue External revenue Other operating income	95,578.44 83,495.90 24,931.84 43,433.45 120,510.28 126,929.35 270.11 634.27 543.71 811.15 813.82 1,445.42
Total Revenue 2. Segment Results Unallocated expenses (net of income)	95,848.55 84,130.17 25,475.55 44,244.60 121,324.10 128,374.77 15,433.44 5,048.58 (1,866.08) 1,831.19 13,567.36 6,879.77 3,893.36 4,067.40
Operating Profit Finance costs Profit before tax Tax expense Net Profit 3. Other Information a. Assets Segment assets Unallocated assets	15,433.44 5,048.58 (1,866.08) 1,831.19 9,674.01 2,812.37 390.02 704.17 9,283.99 2,108.20 3,524.81 735.20 5,759.18 1,373.00 47,909.59 54,479.16 20,023.46 21,734.91 67,933.05 76,214.07 25,124.02 8,651.66
Total Assets	47,909.59 54,479.16 20,023.46 21,734.91 93,057.07 84,865.73
b. Liabilities Segment liabilities Unallocated liabilities Total Liabilities	16,342.02 13,830.05 9,960.33 9,552.98 23,383.03 26,302.36 15,751.88 16,182.64 16,342.02 13,830.05 9,960.33 9,552.98 42,054.24 39,565.67

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Financial Statements - Standalone

Financial Statements - Consolidated

Particulars	Building products	Building products	Steel buildings	Steel buildings	Total	Total
	For the year d e d n e March 31, 2021	For the year d e d n e March 31, 2020	For the year d e d n e March 31, 2021	For the year d e d n e March 31, 2020	For the year d e d n e March 31, 2021	For the year d e d n e March 31, 2020
c. Others Capital expenditure Depreciation Non – cash expenses other than depreciation (includes impairment of trade receivables and other receivables) Excluding unallocated items	1,164.60 41.13 44.71 1,205.73 3,234.76 1,617.90 490.79 506.11 2,108.69 1,964.69 937.27 3,190.05 1,458.58 21.54 875.23 109.11 1,812.50 130.65

2.40 Deferred taxation

Deferred taxation
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
a. Deferred tax assets Tax impact of: i. Expenditure covered by Section 43B of the Income-tax Act, 1961 211.96 ii. Impairment of trade receivables 1,240.28 iii. Right to use assets 27.70 vi. Other v. Interest on income tax refunds - 2.45 710.63 225.98 979.26 158.39 74.66 - iv. MAT credit entitlement
Total deferred tax assets 2,193.02 1,438.29
b. Deferred tax liabilities Tax impact of: i. Excess of depreciation allowable under the Income-tax Act, 1961 over depreciation provided in financial statements 4,863.66 4,333.07 ii. Others 9.09 308.42
Total deferred tax liability 4,872.75 4,641.49

Net deferred tax liability 2,679.73 3,203.20

2.41 Lease commitments

Operating lease as lessee

The Company has taken properties on cancellable operating leases and has recognised rent of Rs. 242.34 lakhs (previous year Rs. 309.99 lakhs). There are no non-cancellable lease arrangements as at the end of the year.

176 | Everest Industries Limited

2.42 Earnings per share

(₹ in Lakhs)

		(₹in Lakhs)
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
15,636,340 15,636,340 15,636,340 219,185 219,185 5,759.18 36.83 36.83 10.00 15,636,340 15,636,340 15,636,340 3,40,120 3,40,120 1,373.00 8.78 8.78 10.00 a.Number of equity shares of Rs.10 each fully paid up at the beginning of the year b.Number of equity shares of Rs. 10 each fully paid up at the year end c.Weighted average number of equity shares used in computing earnings per share d.Weighted average number of options granted e.Weighted average number of options post adjustment for number of options granted f.Net profit for the year – (Rs. / lakhs) g.Basic earnings per share (Rupees) h.Diluted earnings per share (Rupees) i.Nominal value of equity shares (Rupees)

2.43 Cost of raw material consumed

Cost of raw material consumed
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Opening stock 14,965.02 11,168.82 Add: Purchases 59,549.45 75,730.50 Less: Closing stock 74,514.47 86,899.32 Cost of materials consumed 13,290.85 14,965.02 61,223.62 71,934.30 Materials consumed comprises: Raw fibre 21,051.28 18,640.62 Cement 12,952.97 13,497.68 Steel 14,722.05 25,480.59 Other items 12,497.31 14,315.41 61,223.62 71,934.30

excludes research and development expenses of Rs.3.52 lakhs (previous year Rs. 15.01 lakhs).

2.44 Details of closing finished goods, work in progress and stock-in-trade

Details of closing finished goods work in progress and stock-in-trade	Details of closing finished goods work in progress and stock-in-trade	Details of closing finished goods work in progress and stock-in-trade
, (₹in Lakhs)
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
a.Finished goods i. Building products 5,648.73 9,491.54 ii. Steel buildings 1,274.10 1,203.28
6,922.83 10,694.82
b.Work in progress i. Building products 3,293.12 3,149.06 ii. Steel buildings 343.29 162.67
3,636.41 3,311.73
c.Stock-in-Trade i. Roofing accessories 121.13 291.25 ii. Other items 200.81 243.34
321.94 534.59

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Financial Statements - Consolidated

2.45 Details of dues to micro, small and medium enterprises as defined under the MSMED Act, 2006

Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Principal amount due to micro and small enterprises 787.14 894.56 Interest due on above - - The amount of interest paid by the buyer in terms of section 16 of the MSMED Act 2006 along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year. - - The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Act 2006. - - The amount of interest accrued and remaining unpaid at the end of each accounting year - -

According to the records available with the Company, dues payable to entities that are classified as Micro and Small Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 during the year is Rs. 787.14 lakhs (previous year Rs 894.56 lakhs). Further no interest has been paid or was payable to such parties under the said Act during the year.

2.46 Expenditure on research and development

Expenditure on research and development
Particulars	For the year ended March 31, 2020	For the year ended March 31, 2019
a. Capital nature Gross block Accumulated depreciation Net block Additions during the year b. Revenue nature i. Cost of materials consumed ii. Consumption of stores and spare parts iii. Employee benefits expense -Salaries and wages -Contributions to provident and other funds iv. Miscellaneous expenses Total* v. Depreciation	117.59 94.43 117.59 89.87
	23.16 27.72
	7.58 15.01 6.59 22.84 1.33 34.86 - 3.52 2.34 12.44 0.65 12.33
	80.63 5.23 31.28 4.56
	85.86 35.84

*** fixed assets utilised for research and development.**

2.47 The details relating to corporate social responsibility (CSR) expenditure are as follows :

Particulars	For the year ended March 31, 2020	For the year ended March 31, 2019
i. Construction/ acquisition of assets - - ii. On purposes other than (i) above 139.20 112.00 Gross amount required to be spent by the Company during the year 139.20 112.00 Amount spent during the year (See Note below) 82.41 112.00 56.79 Amount unspent* (See Note below)

The amount unspent during the year is deposited in escrow account on April 30, 2021

178 | Everest Industries Limited

2.48 Distribution made and proposed

Distribution made and proposed
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Cash dividend on Equity shares declared and paid: Final dividend for the year ended on March 31, 2020 Rs. 1.00 Per share (March 31, 2019: Rs. 7.50 Per share) 156.36 1,172.73 Dividend distribution tax on final dividend - 241.06 Proposed dividends on Equity shares not recognised as liability: Final cash dividend for the year ended on March 31, 2021 Rs.7.50 per share (March 31, 2020: Rs. 1.00 per share) 1,172.73 156.36

2.49 Rights, preferences and restrictions attached to equity shares

The Company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

2.50 Number of shares held by each shareholder holding more than 5% shares

Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020	As at March 31, 2020
	(No. of shares)	%	(No. of shares)	%
a. Falak Investment Private Limited b. Vijay Kishanlal Kedia	79,33,409 50.74 79,33,409 50.74 6,15,924 3.94 9,50,000 6.08

2.51 Employee stock option scheme

The Company has granted NIL stock options (previous year 16,450 stock options) to the employees during the year ended March 31, 2021.The exercise price per option shall be the average of the two weeks high and low price of the share preceding the date of grant of options on BSE/NSE or closing price of the Company’s share on that stock exchange on the date prior to the date of grant of options, whichever is less. Options granted shall vest with the grantee after a period of one year from the date of grant. The exercise period of the options is a period of four years after the vesting of the options.

Particulars	ESOS	ESOS	ESOS	ESOS
	2015	2017	2018	2019
Year in which scheme was established Number of options authorised and granted Exercise price Fair value Vesting date Vesting requirement Exercise period Option activity during the year under the plans is set out below: i. Opening balance ii. Granted during the year iii. Vested during the year iv. Exercised during the year v. Forfeited during the year	2015-16 1,70,000 ₹262 ₹100.11 ₹ 2017-18 1,60,000 ₹571 288.37 2018-19 1,70,000 ₹477 ₹182.63 2019-20 16,450 ₹127 ₹37.67 After one year from the date of grant of option One year service from the date of grant of option During four year after vesting date 51,225 129,500 159,395 51,645 136,620 170,000 16,300 16,450 16,450 14,350 - - - - (51,225) (36,910) (47,150) (1,950) (420) (7,120) - - - - - - - - - - - - - - - - - - (10,605) (150)

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Financial Statements - Standalone

Financial Statements - Consolidated

Particulars	ESOS	ESOS	ESOS	ESOS
	2015	2017	2018	2019
vi. Expired during the year vii. Outstanding at the year end viii. Options exercisable at the year end ix. Remaining contractual life (years) at the year end	92,590 112,245 51,225 129,500 159,395 - 92,590 112,245 51,225 129,500 159,395 - 1.82 2.82 0.80 2.82 3.82 - - - - - - -			-
				-
				14,350
				16,300
				14,350
				-
				3.98
				4.98

Previous year figures are in italics & brackets.

The fair value of stock based awards to employees is calculated through the use of option pricing models, requiring subjective assumptions which greatly affect the calculated values. The said fair value of the options have been calculated using Black-Scholes option pricing model, considering the expected term of the options to be 5 years, expected dividend yield on the underlying equity shares and volatility in the share price and a risk free rate of interest. The Company’s calculations are based on a single option valuation approach, and forfeitures are recognised as they occur. The expected volatility is based on historical volatility of the share price during the year after eliminating the abnormal price fluctuations.

2.52 Scheme of merger between Everest Industries Limited and Everest Building Solutions Limited

a. The Board of Directors of the Company at their meeting held on May 1, 2019 had approved the amalgamation of Everest Building Solutions Limited (a wholly owned subsidiary of the Company) [“EBSL” or the "subsidiary"] into the Company. The Scheme of Amalgamation (‘the Scheme’) of the Company with the Subsidiary was approved by Hon’ble National Company Law Tribunal vide its order dated January 29, 2021 (‘the NCLT Order’). The certified copy of the NCLT Order was filed with Registrar of Companies on 25th March, 2021. Consequently the Scheme has become operative from March 25, 2021 (‘Effective Date’) and effective from April 1, 2020 ('Appointed Date’).

Under the scheme of amalgamation, in lieu of consideration no shares will be issued and alloted by the Company to the subsidiary and the entire issued, subscribed and paid up capital of the subsidiary company will be cancelled and extinguished.

b. Name and nature of amalgamating Company:-

Everest Building Solutions Limited

The subsidiary is engaged in providing services of components for pre-engineered steel buildings.

c. Combination of authorised capital

Pursuant to the aforesaid scheme of amalgamation, the authorised share capital of the Company stands increased by the authorised share capital of the subsidiary. Accordingly, the authorised capital of the Company stands at Rs. 1,705 lakhs w.e.f April 1, 2019.

d. Accounting treatment

The Company has followed the accounting treatment prescribed in the said approved Scheme of Amalgamation, as follows:

Since the amalgamating entity Everest Building Solutions Limited is a wholly owned subsidiery of the Company, the transaction has been accounted for in accordance with the Appendix C to Ind AS 103 “Common Control Business Combination”, which requires retrospective accounting of the amalgamation from the date common control was established. Accordingly, financial information as on April 1, 2019, being the earliest period presented in the annual standalone financial statements of the Company, and all periods thereafter, were restated to give effect of the amalgamation.

Accordingly, the Company has recorded all the assets and aliabilities and reserves of EBSL at their respective book values as appearing in the books of EBSL as at April 1, 2019, the details of which are as follows:

180 | Everest Industries Limited

(₹ in Lakhs)

Particulars	Amount
Current Assets ASSETS - Trade Receivable Financial liabilitiesFinancial liabilities - Cash and cash equivalents Other current assets 217.63 18.49 122.98
Total Assets 359.10
Current Liabilities Retained Earning - Trade payables Financial liabilities - Other financial liabilities Provision for income taxes (net) Other current liabilities (131.09) 276.67 164.33 7.96 36.23
Total Liabilities 485.19
Share capital of Everest Building Solutions Limited (Cancelled) 5.00

2.53 Financial instruments - fair values

(₹ in Lakhs)

Financial instruments - fair values	(₹in Lakhs)	(₹in Lakhs)
Particulars	Carrying value
	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments: Financial assets Measured at amortised cost - Security Deposits - Derivative assets 696.73 639.56 9.65 7.06 - Government subsidy receivables - 577.07 - Balances held as margin money (deposit accounts) 4,861.90 419.07 - Interest accrued on deposits 121.58 58.25 - Insurance claim receivable 1.84 20.87 - Other recoverable 169.81 217.09 Trade receivable 5,815.92 6,788.79 Cash & cash equivalents 4,773.86 242.04 Other bank balances 8,492.11 42.13 Financial assets Measured at amortised cost*
Total 24,942.93 9,011.93

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Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

Particulars	Carrying value	Carrying value
	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Financial liabilities Measured at amortised cost Borrowings Lease liability Trade payable Other financial liabilities** - Interest accrued but not due - Unpaid dividend - Payable for capital goods - Retention monies - Stockists' and other deposits	- 7,161.31 830.47 741.34 16,410.57 14,553.16 59.02 27.27 35.11 42.13 24.38 115.72 409.37 497.97 3,043.65 3,214.67
Total	20,812.57 26,353.57

The management assessed that carrying values approximates their fair value largely due to the short-term maturities of these instruments.

2.54 Financial instruments - fair value hierarchy

(₹ in Lakhs)

The fair value of financial instruments as refered to in note 2.53 above have been classified into three categories depending upon the input used in the valuation technique.

The categories used are as follows :

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following table presents the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of March 31, 2021:

==> picture [477 x 51] intentionally omitted <==

----- Start of picture text -----

Particulars Level 1 Level 2 Level 3
Derivative assets - (9.65) -
----- End of picture text -----

The following table presents the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of March 31, 2020:

Derivative assets - (7.06) -

182 | Everest Industries Limited

2.55 Capital management

For the purposes of the Company’s capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company’s capital management is to maximise shareholder value. The Company manages it’s capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants. The Company take appropriate steps in order to maintain its capital structure. The Company monitors capital using gearing ratio, which is total debt divided by total capital plus debt.

The capital gearing ratio as on March 31, 2021 and March 31, 2020 was (54.60%) and 13.25% respectively.

Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Non Current Borrowing Current Borrowing Other Financial Liabilities (Long term debt) Cash & Cash Equivalent Net Debt Total* Total Capital	- 4,523.14 - 2,118.93 - 519.24 (18,011.86) (242.04)
	(18,011.86) 6,919.27
	51,002.84 45,300.06
Capital & Net Debt Total	32,990.98 52,219.33
Gearing Ratio	-54.60% 13.25%

*Includes deposits with banks classified under other bank balances and othe non current assets

2.56 Financial risk management objectives and policies

The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include advances, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises risk of: currency risk and interest rate risk.

The Group is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk. Thus, the Group’s exposure to market risk is a function of borrowing activities, revenue generating and operating activities in foreign currencies.

Foreign exchange risk

The Company regularly evaluates exchange rate exposure arising from the foreign currency transaction.

The Company uses forward contracts and derivative instruments to mitigate foreign exchange related risk exposures. When a forward contract is entered into for the purpose of being a hedge, the Company negotiates the terms of those contracts to match the terms of the hedged exposure. The Company's exposure to unhedged foreign currency risk as at March 31, 2021 and March 31, 2020 has been disclosed in note 2.36.

For the year ended March 31, 2021, every 5 percentage point depreciation/appreciation in the exchange rate between the Indian rupee and U.S. dollar, would have affected the Company's profit before tax by Rs 52.70 Lakhs/ Rs (52.70) Lakhs respectively.

For the year ended March 31, 2020, every 5 percentage point depreciation/appreciation in the exchange rate between the Indian rupee and U.S. dollar, would have affected the Company's profit before tax by Rs 251.11 Lakhs/ Rs (251.11) Lakhs respectively.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates relates primarily to the Companies long-term debt obligations with floating interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The Company has Rs NIL (previous year Rs 4,150.28 lakhs) of term loan carrying a floating interest rate of LIBOR plus 270 bps and Rs NIL (previous year Rs 519.24 lakhs) of term loans carrying a floating interest rate of MCLR plus 20bps to MCLR minus 20 bps, respectively. These loans expose the Company to risk of changes in interest rates. The remaining loans carry a fixed rate of Interest.

ANNUAL REPORT: 2020-21 | 183

Overview

Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

For details of the Company’s short-term and long-term loans and borrowings, including interest rate profiles, refer to note 2.15 of these nancial statements.

For the years ended March 31, 2021 and March 31, 2020, every 1% increase or decrease in the floating interest rate component (i.e., LIBOR and MCLR) applicable to its loans and borrowings would affect the Company’s net profit by approximately Nil lakhs and Rs.2.84 lakhs, respectively.

The Company’s investments in term deposits with banks are for short durations, and therefore do not expose the Company to significant interest rates risk. To optimise the interest cost the Company balances the borrowings from commercial paper, working capital loan and non-fund facilities from banks.

Interest rate sensitivity have been calculated assuming the borrowing outstanding at the reporting date have been outstanding for the entire reporting period.

Credit risk

Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. The Company is exposed to credit risk from its operating activities (primarily trade receivables and deposits) and from foreign exchange transactions.

Trade receivables

To manage the credit risk the Group periodically assesses the financial reliability of customers taking into account the financial condition and ageing of accounts receivable.

An impairment analysis is performed for all major customers at each reporting date on an individual basis. The calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in note .

Reconciliation of the allowances for credit losses:

The details of changes in allowances for credit losses for the year ended March 31, 2021 and March 31, 2020 are as follows:

	(₹in Lakhs)	(₹in Lakhs)
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Balance as at March 31, 2020 Provision/(reversal) made during the year Closing provision as on March 31, 2021	624.00 (235.00) 624.00 -
	389.00 624.00

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The Group manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.

As at March 31, 2021 and March 31, 2020, the Company had unutilised limits from banks of Rs. 12,500.00 lakhs and Rs. 11,842.33 lakhs respectively.

2.57 The Company has many tax matters which are in various stages of litigation. In this regard the Company had in the earlier years received certain appeal orders in its favor in respect of which the department has gone in appeal to the next appellate authority. The refunds consequent to such orders have been received during the current year and have accordingly, been disclosed as a liability in these financial statements since the department has gone in further appeal. The management believes that no additional liabilities are likely to devolve on the Company.
2.58 Capital work in progress includes imported machinery in building products amounting to Rs. 1560 lakhs. Due to delay in land allocation by the State Govt. and by virtue of COVID 19 impact, the Company has deferred its plan to install the machinery in near future. Consequently, the Company has determined the net realizable value of the machinery by an independent certified valuer using cost approach and has made a provision of impairment of Rs. 520.20 lakhs against the said machinery
2.59 The Company has considered the possible effects that may result from the global health pandemic relating to COVID-19 on its operations. Management believes that it has taken external and internal risks into account for assessing the possible impact of COVID-19 on various elements of its financial results, including its liquidity position and the recoverability of assets. However, the impact assessment of COVID-19 is a continuing process, given the uncertainties associated with its nature and duration. The Company will continue to monitor any material changes to future economic conditions and the consequent impact on its business, if any.

184 | Everest Industries Limited

As per our report of even date

For S.R. Batliboi & Co. LLP

For and on behalf of the Board of Directors

Chartered Accountants Firm Registration No : 301003E/E300005

per Sanjay Vij

Partner Membership No : 95169

Gurugram May 27, 2021

Rajesh Joshi

Anant Talaulicar

Managing Director & CEO DIN No. 08855031

Chairman DIN No. 00031051

Mumbai Mumbai May 27, 2021 May 27, 2021

Pramod Nair Chief Financial Officer

Neeraj Kohli

Company Secretary

Mumbai New Delhi May 27, 2021 May 27, 2021

ANNUAL REPORT: 2020-21 | 185

CONSOLIDATED INDEPENDENT AUDITOR’S REPORT

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF EVEREST INDUSTRIES LIMITED

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of Everest Industries Limited (hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) comprising of the consolidated Balance sheet as at March 31 2021, the consolidated Statement of Profit and Loss, including other comprehensive income, the consolidated Cash Flow Statement and the consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2021, their consolidated profit including other comprehensive income, their consolidated cash flows and the consolidated statement of changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements’ section of our report. We are independent of the Group in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the financial year ended March 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements. The results of audit procedures performed by us and by other auditors of components not audited by us, as reported by them in their audit reports furnished to us by the management, including those procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements.

Key audit matters

How our audit addressed the key audit matter

Revenue recognition for long term projects and recoverability of receivables (as described in note 1.4(a) of the standalone Ind
AS financial statements)

The Holding Company’s significant portion of business is
undertaken
through
long
term
engineering,
procurement and construction contracts. Revenue from
these contracts is recognized over a period of time in
accordance with the requirements of Ind AS 115,
Revenue from Contracts with Customers. Due to the
nature of the contracts, revenue recognition involves
usage of input method which is determined based on
proportion of contract costs incurred to date compared
to estimated total contract costs, which involves
significant judgments, identification of contractual
obligations and the Holding Company’s rights to receive

• Our audit procedures included testing of the Holding
Company’s revenue recognition accounting policies in
compliance with Ind AS 115.
• We obtained an understanding of the process followed by the
Holding Company in determination of the estimates for
evaluating contract obligations and contract revenue
• We performed test of controls over management process of
estimation of contract obligations, recording of project costs
incurred, computation of revenue recognized under the input
method in Ind AS 115 and review of recoverability of
receivables

ANNUAL REPORT: 2020-21 | 187

Overview Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

Key audit matters	How our audit addressed the key audit matter
payments for performance completed till date, risk on collectability due to liquidation damages, other penalties imposed by the customers, changes in scope and consequential revised contract price and recognition of the liability for loss making contracts/ onerous obligations. Accuracy of revenues, onerous obligations, profits and net receivables may deviate significantly on account of change in judgements and estimates, therefore, this has been considered as key audit matter in our audit of the consolidated Ind AS financial statements.	• We tested sample contracts to, evaluate appropriate identification of contract obligations, recording of project costs incurred, reasonability of estimates of costs to complete including change orders, if any, and appropriateness of the timing of recognizing the revenue from the contracts • We also tested the invoices raised and computation for revenue recognized, over a period of time under the input method in Ind AS 115. • We examined the management assessment of onerous contracts, liquidation damages, and other penalties charged by the customer • We examined contracts where there were significant overdue receivable with marginal or no movement to determine the level of provisioning required in the receivable. • We tested the adequacy of disclosure in the financial statements in compliance with Ind AS 115.
Uncertain tax positions impacting valuation of tax provision (as described in note 1.4(b) of the standalone Ind AS financial statements)
The Holding Company has ongoing disputes with the Income tax departments on income tax computation for certain assessment years. These disputes are pending with different Appellate authorities and at the Courts. The management has assessed the future outcome of these ongoing proceedings and exposures which directly affects the valuation of tax provisions in the financial statements. As the future outcome of these matters and the accounting effects thereof, are based on assessment of complex matters which may take time to finally resolve, the valuation of tax provision related to uncertain tax position has been considered as key audit matter in our audit of the consolidated Ind AS financial statements.	• We obtained details of completed tax assessments and demands for the assessment years under dispute as of March 31, 2021. • We performed test of control over management process of assessment and estimates with regard to the existing tax disputes and uncertain tax positions. • We inspected written communication between the Holding Company and the tax authorities and involved tax specialist to assess the management’s underlying assumptions in estimating the tax provision and the possible outcome of the disputes. • We also considered the effect of any new information in the current financial year 2020-21 in respect of carried forward uncertain tax positions to evaluate if there is any change in the management’s position on these uncertainties. • We tested the adequacy of provisioning and disclosure relating to uncertain tax positions in accordance with the compliance of Ind AS 12.

We have determined there are no other key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report 2020-21, but does not include the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

188 | Everest Industries Limited

Responsibilities of Management for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group of which we are the independent auditors, to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

ANNUAL REPORT: 2020-21 | 189

Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the financial year ended March 31, 2021 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

(a) We did not audit the financial statements and other financial information, in respect of subsidiaries viz., Everest Building Products, Mauritius and Everest Ind FZE, UAE whose Ind AS financial statements include total assets of Rs 507.47 lacs as at March 31, 2021, and total revenues of Rs 160.77 lacs and net cash outflows of Rs. 50.79 lacs for the year ended on that date. These financial statement and other financial information have been audited by other auditors, which financial statements, other financial information and auditor’s reports have been furnished to us by the management. Our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the report(s) of such other auditors.

Our opinion above on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of subsidiaries, as noted in the ‘other matter’ paragraph we report, to the extent applicable, that:

(a) We/the other auditors whose report we have relied upon have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements;
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated financial statements;
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2021 taken on record by the Board of Directors of the Holding Company none of the directors of the Holding Company is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls with reference to consolidated financial statements of the Holding Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 1” to this report;
(g) The provisions of section 197 read with Schedule V of the Act are not applicable to the Holding Company, incorporated in India for the year ended March 31, 2021;

190 | Everest Industries Limited

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries, as noted in the ‘Other matter’ paragraph:
i. The consolidated Ind AS financial statements disclose the impact of pending litigations on its consolidated financial position of the Group in its consolidated Ind AS financial statements – Refer Note 2.32 to the consolidated financial statements;
ii. The Group did not have any material foreseeable losses in long-term contracts including derivative contracts during the year ended March 31, 2021
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company and its subsidiaries, incorporated in India during the year ended March 31, 2021.

For S.R. Batliboi & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

per Sanjay Vij

Partner Membership Number: 95169 UDIN: 21095169AAAABK6827 Place of Signature: Gurugram Date: May 27, 2021

ANNUAL REPORT: 2020-21 | 191

Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone Financial Statements - Consolidated

ANNEXURE 1 REFERRED IN PARAGRAPH (f) UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF EVEREST INDUSTRIES LIMTED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of Everest Industries Limited (“the Company”) as of and for the year ended March 31, 2021, we have audited the internal financial control over financial reporting of Everest Industries Limited (hereinafter referred to as the “Holding Company”) as of that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Holding Company are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

Inherent Limitations of Internal Financial Controls Over Financial Reporting

192 | Everest Industries Limited

Opinion

In our opinion, the Holding Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

per Sanjay Vij

Partner Membership Number: 95169 UDIN: 21095169AAAABK6827 Place of Signature: Gurugram Date: May 27, 2021

ANNUAL REPORT: 2020-21 | 193

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

AS AT MARCH 31, 2021

	(₹In Lakhs)	(₹In Lakhs)
Particulars Notes Reference	As at 31 March 2021	As at 31 March 2020
A ASSETS Non-current assets Property, plant and equipment 2.01 Right to use asset 2.04 Capital work in progress 2.02 Intangible assets 2.03 Financial assets (i) Other financial assets 2.05 Other non current assets 2.06 Income tax assets (net) 2.07 Total - non-current assets Current assets Inventories 2.08 Financial assets (i) Trade receivables 2.09 (ii) Cash and cash equivalent 2.10 (iii) Bank balances other than (ii) above 2.11 (iv) Other financial assets 2.05 Other current assets 2.06 Total - current assets	34,520.87 35,150.24 751.21 1,342.50 694.08 246.52 2,061.35 57.62 5,504.56 1,514.88 187.80 194.13 1,838.77 3,090.55
	44,392.23 42,762.85
	25,534.75 31,066.45 5,693.48 6,728.97 4,782.52 301.65 8,492.11 42.13 356.96 424.57 3,751.09 3,555.87
	48,610.91 42,119.64
TOTAL ASSETS	93,003.14 84,882.49
B EQUITY AND LIABILITIES Equity Share capital 2.12 Other equity 2.13 Total equity Non-current liabilities Financial liabilities (i) Borrowings 2.14 (ii) Lease liability 2.15 Deferred tax liabilities (net) 2.39 Total - non-current liabilities Current liabilities Financial liabilities (i) Borrowings 2.14 (ii) Lease liability 2.15 2.16 (a) total outstanding dues of micro, small and medium enterprises (b) total outstanding dues of creditors other than micro, small and medium enterprises (iv) Deposits from dealers 2.17 (v) Other financial liabilities 2.18 Provisions for retirement benefits 2.19 Other current liabilities 2.20 Provision for income tax(net) 2.21 (iii) Trade payables	1,563.63 1,563.63 49,285.64 43,699.21
	50,849.27 45,262.84
	- 4,523.14 479.77 426.72 2,679.73 3,203.20
	3,106.45 8,206.11
	- 2,118.93 787.14 3,043.65 3,214.67 1,703.38 1,858.08 484.61 536.34 6,947.88 5,387.38 10,012.32 3,450.29 403.75 261.57 894.56 15,664.69 13,691.72
Total - current liabilities	39,047.42 31,413.54
TOTAL EQUITY AND LIABILITIES	93,003.14 84,882.49

See accompanying notes forming part of the financial statements As per our report of even date

For S.R. Batliboi & Co. LLP

For and on behalf of the Board of Directors

Chartered Accountants Firm Registration No : 301003E/E300005

per Sanjay Vij Partner Membership No : 95169 Gurugram May 27, 2021

Rajesh Joshi Managing Director & CEO DIN No. 08855031

Mumbai May 27, 2021

Pramod Nair Chief Financial Officer

Mumbai May 27, 2021

Anant Talaulicar Chairman DIN No. 00031051

Mumbai May 27, 2021

Neeraj Kohli Company Secretary

New Delhi May 27, 2021

ANNUAL REPORT: 2020-21 | 195

Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

FOR THE YEAR ENDED MARCH 31, 2021

FOR THE YEAR ENDED MARCH 31, 2021
	(₹In Lakhs)
Particulars Note Reference	Year ended March 31, 2021	Year ended March 31, 2020
A Income Revenue from operations 2.22 Other income 2.23 Total income B Expenses a. Cost of raw material consumed 2.24 b. Purchase of traded goods 2.25 c. (Increase)/ decrease in inventories of finished goods, work-in progress and traded goods 2.26 d. Employee benefits expense 2.27 e. Finance costs 2.28 f. Depreciation and amortization expense 2.29 g. Other expenses 2.30 Total expenses C Profit before tax Tax expenses a. Current tax 2.31 b. Deferred tax 2.31 & 2.39 Total tax expenses D Profit for the year E Other comprehensive income i. Items that will not be reclassified subsequently to the statement of profit or loss (a) Re-measurement gains/(losses) on defined benefit plans (b) Income tax effect (c) Foreign currency translation reserve Other comprehensive income for the year, net of tax	121,791.88 128,540.78 888.48 945.22
	122,680.36 129,486.00
	61,223.62 71,934.30 621.60 302.48 3,656.48 1,721.00 10,961.03 11,651.90 390.02 704.17 2,531.47 2,373.63 34,132.20 38,711.00
	113,516.42 127,398.48
	9,163.94 2,087.52 4,100.32 419.53 (575.51) 315.67
	3,524.81 735.20
	5,639.13 1,352.32 148.92 (49.34) (52.04) 17.24 3.70 (14.24)
	100.58 (46.34)
F Total comprehensive income for the year, net of tax	5,739.71 1,305.98
Earnings per equity share (refer note 2.41) [Face value -₹10 per share] Basic earnings per share (Rupees) Diluted earningsper share (Rupees)	36.06 8.65 36.06 8.65

See accompanying notes forming part of the financial statements As per our report of even date

For S. R. Batliboi & Co. LLP Chartered Accountants Firm Registration No : 301003E/E300005

For and on behalf of the Board of Directors

per Sanjay Vij Partner Membership No : 95169 Gurugram May 27, 2021

196 | Everest Industries Limited

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED MARCH 31, 2021

	(₹In Lakhs)	(₹In Lakhs)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
A. Cash flow from operating activities Profit before tax Adjustments for: Depreciation and amortisation expenses Finance costs Interest income Loss/ (profit) on sale of property, plant and equipment assets (net) Liabilities / provisions no longer required written back Provision for impairment of CWIP Share based payment expense Provision for government subsidy Impairment of trade receivables Impact of fair valuation of financial instruments Re-measurement (loss)/gain of defined benefit plan Net unrealised (gain)/loss on exchange rate fluctuation Operating profit before working capital changes Working capital adjustments: (Increase)/decrease in inventories (Increase)/decrease in trade receivables (Increase)/decrease in other non current financial assets (Increase)/decrease in other non current assets (Increase)/decrease in other current financial assets (Increase)/decrease in other current Asset Increase/(decrease) in trade payables Increase/(decrease) in deposits from dealers Increase/(decrease) in other financial liabilities Increase/(decrease) in other current/ non current liabilities Increase/(decrease) in provisions Cash generated from operations Income tax paid	9,163.94 2,087.52 2,531.47 2,373.63 390.02 704.17 (603.63) (367.58) 57.51 55.21 (74.56) (484.93) 160.00 360.20 3.08 233.40 577.07 - 1,051.54 201.45 (2.59) 44.13 148.92 (49.34) 3.70 398.15
	13,606.67 5,355.81
	5,531.70 1,863.21 (16.05) 2,996.45 (55.20) (108.27) 31.28 (62.33) 66.32 712.53 (195.22) 393.53 1,940.12 (3,344.39) (171.02) 585.16 431.15 (255.93) 1,560.50 (2132.49) (51.73) (9.59)
	22,678.52 5,993.69
	3,713.49 (434.00)
Net cash flows from operating activities	26,392.01 5,559.69
B. Cash flow used in investing activities Capital expenditure on fixed assets, including capital advances Proceeds from sale of fixed assets - Investment in fixed deposits not considered as cash & cash equivalents Interest received	(1,664.43) (2,931.04) 44.56 20.37 (12,892.81) (3.68) 538.81 346.12
Net cash flow used in investing activities	(13,973.87) (2,568.23)
Dividend distribution tax on dividendpaid C. Cash flow used in financing activities Repayment of long-term borrowings Payment of financial Lease liability Proceeds/(repayment) of short-term borrowings Finance costs Dividend paid during the year	- (241.06) (692.32) (249.12) (283.97) (708.34) (1,518.16) (163.38) (2,118.93) (5,042.38) (328.60) (1,173.45)
Net cash flows used in financing activities	(7,937.26) (4,582.45)

ANNUAL REPORT: 2020-21 | 197

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

(₹In Lakhs)	(₹In Lakhs)	(₹In Lakhs)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Net change in cash and cash equivalents (A)+(B)+(C) 4,480.88 (1,590.99) Cash and cash equivalents at the beginning of the year 301.65 1,892.64
Cash and cash equivalents at year end 4,782.53 301.65

As per our report of even date

For S. R. Batliboi & Co. LLP Chartered Accountants Firm Registration No : 301003E/E300005

For and on behalf of the Board of Directors

per Sanjay Vij Partner Membership No : 95169

Gurugram May 27, 2021

Rajesh Joshi Anant Talaulicar Managing Director & CEO Chairman DIN No. 08855031 DIN No. 00031051 Mumbai Mumbai May 27, 2021 May 27, 2021

Pramod Nair Neeraj Kohli Chief Financial Officer Company Secretary Mumbai New Delhi May 27, 2021 May 27, 2021

198 | Everest Industries Limited

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2021

(₹In Lakhs) A. Equity share capital	(₹In Lakhs) A. Equity share capital	(₹In Lakhs) A. Equity share capital
Particulars	Numbers of share	Amount
Balance as at March 31, 2019 15,636,340 1,563.63 Changes in equity share capital during the period Balance as at 31 March 2020 15,636,340 1,563.63 Changes in equity share capital during the period Balance as at March 31, 2021 156,36,340 1,563.63

B. Other equity

Particulars	Attributable to equity shareholders of the Company	Attributable to equity shareholders of the Company	Attributable to equity shareholders of the Company	Attributable to equity shareholders of the Company	Attributable to equity shareholders of the Company	Attributable to equity shareholders of the Company	Attributable to equity shareholders of the Company	Attributable to equity shareholders of the Company	Attributable to equity shareholders of the Company
	Reserves and surplus
	Securities premium	General reserve		Share based payment reserve		Retained earnings		Foreign currency translation Reserve		Total other equity
As at March 31, 2019 Profit for the year Other comprehensive income	1,337.08 - -	9,848.91 - -		520.86 - -		31,936.36 1,352.32 (32.10)		(69.59) - (14.24)		43,573.62 1,352.32 (46.34)
Total comprehensive income for the year Dividend paid during the year Dividend distribution tax on dividend paid Compensation options granted during the year/ Changes during the period Transferred from share based payement reserve on exercise and lapse of options Balance as at March 31, 2020	1,337.08 - - 36.09 1,373.17 -	9,848.91 - - - - 9,848.91		520.86 - - 233.40 718.17 (36.09)		33,256.58 (1,172.73) (241.06) - - 31,842.79		(83.83) - - - - (83.83)		44,879.60 (1,172.73) (241.06) 233.40 - 43,699.21
Balance as at March 31, 2020 Profit for the year Other comprehensive income	1,373.17 - -	9,848.91 - -		718.17 - -		31,842.79 5,639.13 96.88		(83.83) - 3.70		43,699.21 5,639.13 100.58
Total comprehensive income for the year Dividend paid during the year Compensation options granted during the year/ Changes during the period Transferred from share based payment reserve on exercise and lapse of options	1,373.17 - - 244.56	9,848.91 - - -		- 718.17 3.08 (244.56)		(156.36) 37,578.80 - -		(80.13) - -		49,438.92 3.08 (156.36) -
Balance as at March 31, 2021	1,617.73	9,848.91		476.69		37,422.44		(80.13)		49,285.64
	-		-		-		-		- -

See accompanying notes forming part of the financial statements As per our report of even date

For S. R. Batliboi & Co. LLP

For and on behalf of the Board of Directors

Chartered Accountants

Firm Registration No : 301003E/E300005

per Sanjay Vij Partner Membership No : 95169 Gurugram May 27, 2021

Rajesh Joshi

Anant Talaulicar

Pramod Nair

Neeraj Kohli

Managing Director & CEO Chairman Chief Financial Officer Company Secretary DIN No. 08855031 DIN No. 00031051 DIN No. 08855031 Mumbai Mumbai Mumbai New Delhi May 27, 2021 May 27, 2021 May 27, 2021 May 27, 2021

ANNUAL REPORT: 2020-21 | 199

Overview Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2021

Note 1.1

The consolidated financial statements comprise financial statements of Everest Industries Limited (the company) and its subsidiaries (collectively, "the Group") for the year ended 31 March 2021. Group is primarily engaged in manufacturing and trading of building products like roofing products, boards and panels, other building products and accessories and manufacturing of components of pre-engineered steel buildings and related accessories.

The financial statements for the year ended March 31, 2021 were approved by the Board of Directors and authorised for issue on May 27, 2021.

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company i.e. its subsidiaries. Subsidiaries are all entities that are controlled by the Company. Control is achieved when the Company is exposed to, or has rights to the variable returns of the entity and the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in these consolidated financial statements from the date that control commences until the date that control ceases. The results of disposed businesses are included in the consolidated financial statements up to their date of disposal, being the date control ceases.

Note 1.3

Summary of significant accounting policies

Note 1.2

Basis of preparation of consolidated financial statements

The consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015.

These consolidated financial statements have been prepared on the historical cost or at amortised cost, except for the following assets and liabilities:

derivative financial instruments are measured at fair value;
employee defined benefit assets/(liability) are recognised as the net total of the fair value of plan assets, plus actuarial losses, less actuarial gains and the present value of the defined benefit obligation;

Following subsidiary companies have been considered in the preparation of the consolidated financial statements:

Name of the entity	Relationship	Country of Incorporation	Ownership held by	% of Holding and voting power either directly or indirectly through subsidiary	% of Holding and voting power either directly or indirectly through subsidiary
				31 March, 2021	31 March, 2020
Everest Building Products ( w.e.f., 9 September, 2013)	Subsidiary	Mauritius	Company	100	100
Everestind FZE ( w.e.f., 18 December, 2013)	Subsidiary	United Arab Emirates (UAE)	Everest Building Products	100	100

Everest Building Products was incorporated on 9 September, 2013 with limited liability as a wholly owned subsidiary of the Company to promote business of the Company in the overseas market and to carry out the business of international trading of building products and accessories thereof.

Everestind FZE was incorporated on 18 December, 2013 as a free zone establishment with limited liability as a wholly owned subsidiary of Everest Building Products to carry out the business of international trading of building products and accessories thereof.

(i) Basis of consolidation

The consolidated financial statements relate to Everest Industries Limited (the Company), and its subsidiaries. The consolidated financial statements have been prepared on the following basis:

The financial statements of the entities that are consolidated are drawn upto the same reporting date as that of the Company i.e., 31 March, 2021.
The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding together like items of assets, liabilities, income and expenses, after eliminating intra-group balances,
intra-group transactions and resulting unrealised profits or losses.
Offset (eliminate) the carrying amount of the parent’s invest ment in each subsidiary and the parent’s portion of equity of each subsidiary.
Non Controlling Interest’s share of profit/loss of consolidated subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the Company.
Non Controlling Interest’s share of net assets of consolidated subsidiaries is identified and presented in the Consolidated Balance Sheet separate from liabilities and the equity of the Company’s shareholders.
The consolidated financial statements have been prepared using uniform accounting policies in the same manner as the Company’s separate financial statements.

(ii) Current Vs Non-Current Classification

The Group presents assets and liabilities in the balance sheet based on current/non-current classification. An asset is treated as current when it is:
Expected to be realised or intended to be sold or consumed in normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current. A liability is current when:

Expected to be settled in normal operating cycle
Held primarily for the purpose of trading
Due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalent. The Group has identified twelve months as its operating cycle.

200 | Everest Industries Limited

(iii) Fair values measurements

In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market for the asset or liability

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value.

All assets and liabilities for which fair value is measured or disclosed in the Consolidated financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Other techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 - Techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the consolidated financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

(iv) Property, Plant and Equipment

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The costs of repairs and maintenance are recognised in the statement of profit and loss as incurred.

The Group identifies and determines cost of each component/ part of the asset separately, if the component/ part has a cost which is significant to the total cost of the asset and has useful life that is materially different from that of the remaining asset.

The residual values, useful lives and methods of depreciation of Property, plant and equipment are reviewed at each financial year end and adjusted, if appropriate.

(v) Depreciation on Property, plant & equipment

Lease hold improvements (LHI) & leasehold lands are amortised on straight line basis over the period of lease or useful life whichever is lower.
Depreciation on other Property, plant & equipment is provided on straight line basis at the rates based on the estimated useful life of the assets. The Group, based on management estimates, depreciates the assets over estimated useful lives which coincides with the useful life prescribed in Schedule II to the Companies Act, 2013.

The Group, based on technical assessment made by technical expert and management estimate, depreciates certain items of plant and equipment over estimated useful lives of 15 years which are different from the useful life of 8 years, prescribed in Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used

Depreciation on Property, plant & equipment added/disposed off during the year is provided on pro-rata basis with respect to date of acquisition/ disposal.

(vi) Intangible assets

Technical know-how is amortised over the term of the agreement. Computer software is amortised over the estimated useful life of 3 years.

(vii) Research and development costs

(viii) Revenue Recognition

Revenue from contract with customers

Effective April 1, 2018, the Group has applied Ind AS 115 which establishes a comprehensive framework for determining whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS 18 Revenue and Ind AS 11 Construction Contracts. The effect of initially applying this standard is recognised at the date of initial application (i.e. April 1, 2018). The Group has adopted Ind AS 115 using the modified retrospective approach. Under the modified retrospective approach, there were no significant adjustments required to the retained earnings at April 1, 2018.

ANNUAL REPORT: 2020-21 | 201

Overview Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

Also, the application of Ind AS 115 did not have any significant impact on recognition and measurement of revenue and related items in the financial statements.

• Interest

For all debt instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR).

(ix) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

• Financial assets

Initial recognition and measurement

On initial recognition, a financial asset is recognised at fair value, in case of financial assets which are recognised at fair value through profit and loss (FVTPL), their transaction costs are recognised in the statement of profit and loss. In other cases, the transaction costs are attributed to the acquisition value of the financial asset.

Subsequent measurement

Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

Investments in subsidiaries

Derecognition

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the contractual rights to receive the cash flows from the asset.

Impairment of financial assets

The Group applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the trade receivable.

Group uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for estimated losses on the current portfolio. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

The impairment losses and reversals are recognised in Statement of Profit and Loss.

• Financial liabilities

Initial recognition and measurement

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Subsequent measurement

Financial liabilities are subsequently measured at amortised cost using the EIR method.

Other financial liabilities (Loans and borrowings)

The EIR amortisation is included as finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Derivative financial instruments and hedge accounting

The Group uses derivative financial instruments such as foreign exchange forward contracts, option contracts and swap contracts to hedge its foreign currency risk.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss,

(x) Inventories

Stores and spare parts	- Moving Weighted average
Raw materials	- Moving Weighted average
Materials in transit	- At cost
Work in progress and	- Material cost determined on moving
Finished goods	weighted average basis plus
	appropriate share of labour,
	manufacturing and other overheads.
Stock in trade	- Weighted average

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

202 | Everest Industries Limited

(xi) Retirement and other Employee Benefits

Employee benefits include provident fund, superannuation, performance incentives, gratuity and compensated absences.

Short-term employee benefits

Post-employment benefit plans

The Group has various schemes of retirement benefits namely provident fund, superannuation schemes and gratuity, which are administered by trustees of independently constituted trusts recognised by the Income-tax authorities.

The Group’s contributions towards provident fund are deposited in a trust formed by the Group under the Employees Provident Fund and Miscellaneous Provisions Act, 1952. Contributions to superannuation fund are deposited in a separate trust. These trusts are recognised by the Income Tax authorities. The contributions to the trusts are managed by the trustees of the respective trusts.

The Group’s superannuation scheme is considered as defined contribution scheme. The Group has no obligation, other than the contribution payable to the super-annuation fund. The Group recognizes contribution payable to the super-annuation fund scheme as an expense, when an employee renders the related service.

The Provident Fund (administered by a Trust) is a defined benefit scheme where by the Group deposits an amount determined as a fixed percentage of basic pay to the fund every month. The benefit vests upon commencement of employment. The interest credited to the accounts of the employees is adjusted on an annual basis to confirm to the interest rate declared by the government for the Employees Provident Fund. The Group has adopted actuary valuation based on project unit credit method to arrive at provident fund liability as at year end. The Provident Fund scheme additionally requires the Group to guarantee payment of interest at rates notified by the Central Government from time to time, for which shortfall as at the Balance Sheet date, if any, is provided for.

The Group operates a defined benefit gratuity plan, which requires contributions to be made to a separately administered fund. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method. Remeasurements, comprising of actuarial gains and losses, and the return on plan assets (excluding net interest), are recognised to OCI in the period in which they occur and are not reclassified to profit or loss.

(xii) Borrowing Costs

(xiii) Foreign Exchange Transactions and balances

Initial recognition

Transactions in foreign currencies are initially recorded by the Group at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Conversion

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency exchange rate at the reporting date.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

(xiv) Taxation

Tax expense represents the sum of current tax and deferred tax.

(xv) Earnings Per Share

The functional currency of the Group is India Rupees.

ANNUAL REPORT: 2020-21 | 203

Overview Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

(xvi) Impairment of Non-financial Assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal or its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Impairment losses, are recognised in the statement of profit and loss Intangible assets with indefinite useful lives are tested for impairment annually, as appropriate and when circumstances indicate that the carrying value may be impaired.

(xvii) Provisions and contingencies

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. The expense relating to any provision is presented in the statement of profit or loss, net of any reimbursement.

(xviii) Contingent liability

(xix) Share based payment transaction

Selected employees of the Group receive remuneration in the form of equity settled instruments, for rendering services over a defined vesting period. Equity instruments granted are measured by reference to the fair value of the instrument at the date of grant.

The fair value determined at the grant date of the equity-settled share based payments is expensed on a straight line basis over the vesting period, based on the Group`s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.

(xx) Leases

The Group assesses at contract inception whether a contract is, or contains, a lease i.e. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

(i) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the lease term.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in section 1.3 (iv) Impairment of tangible and intangible assets.

(ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, that depend on an index or a rate, and amounts expected to be paid under residual value guarantees..

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

(iii) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms. Contingent rents are recognised as revenue in the period in which they are earned

(xxi) Segment reporting

See note no. 2.38 for segment information presented.

(xxii) Government grants and subsidies

*and subsidies from the government are recognised when there is reasonable assurance that the Company will comply with the conditions attached to them, and the grant/subsidy will be received.

Where the grant relates to an asset, it is recognised as deferred income and released to income when on a systematic basis when related conditions or obligations are met by the Company.

(xxiii)

Cash and cash equivalents

204 | Everest Industries Limited

(xxiv) Rounding of amounts

All amounts disclosed in the consolidated financial statements and notes have been rounded of the nearest two decimal lakhs as per the requirement of schedule III, unless otherwise stated.

Note 1.4

Significant accounting judgments, estimates and assumptions

The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of asset and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

(a) Uncertainty on the Estimation of the Total Construction Revenue and Total Construction Cost: The holding company recognises revenue from the construction contracts over the period of contract as per the input method of IND AS 115 “Revenue from contracts with the customers”. The contract revenue is determined based on proportion of contract cost incurred to date compared to estimated total contract cost which involves significant judgement, identification of contractual obligations, and the company’s right to receive payments for performance completed till date, risk on collectability due to liquidation damages and other penalties imposed by the customers, possible effects from Covid 19 pandemic change in scope and consequential revised contact price and recognition of the liability for loss making contracts/ onerous obligations etc. The Group has efficient, coordinated system for calculation and forecasting its revenue and expense reporting. However actual project outcome may deviate positively or negatively from the company’s calculation and forecasting which could impact the revenue recognition up to the stage of project completion and is recognised prospectively in the financial statements.

(d) Measurement of Defined Benefit Obligation: The cost of the defined benefit gratuity plan and other Long term employee benefits (Compensated Absences) and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions.

(e) Share-based Payments: The Group measures the cost of equity-settled transactions with employees using Black-Scholes model to determine the fair value of the liability incurred on the grant date. Estimating fair value for share-based payment transactions require determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.

(f) Impairment in subsidiaries: Determining whether the investments in subsidiaries are impaired requires an estimate of the value in use of investments. In considering the value in use, the management anticipates the future commodity prices, capacity utilisation of plant, operating margins, discount rates and other factors of the underlying businesses/operations of the subsidiaries.

(g) Expected Credit Loss: The Company makes provision of expected credit losses on trade receivables using a provision matrix. The provision matrix is based on its historical observed default rates, adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and Company makes appropriate provision wherever outstanding is for longer period and involves higher risk.

(b) Tax Uncertainties: The holding company has open tax issues at various levels of authorities. Where management makes a judgement that an outflow of funds is probable and a reliable estimate of the outcome of the dispute can be made, provision is made for the best estimate of the liability. In estimating any such liability, the Group applies a risk-based approach. These estimates take into account the specific circumstances of each dispute and relevant external advice, are inherently judgemental and could change substantially over time as each dispute progresses and new facts emerge.

The holding company continues to believe that it has made adequate provision for the liabilities likely to arise from open assessments. Where open issues exist the ultimate liability for such matters may vary from the amounts provided and is dependent upon the outcome of assessments with the relevant tax authorities or the litigation proceedings.

(c) Useful Lives of Property, Plant and Equipment: The Group uses its technical expertise along with historical and industry trends for determining the economic life of an asset/component of an asset. The useful lives are reviewed by the management periodically and revised, if appropriate. In case of a revision, the unamortised depreciable amount is charged over the remaining useful life of the assets.

ANNUAL REPORT: 2020-21 | 205

Overview

Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2021

2.01 Property, plant and equipment

2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment	2.01 Property, plant and equipment
(₹In Lakhs)
Particulars	Freehold Land	Leasehold Land	Buildings on Freehold Land	Building on Leasehold Land	Lease Hold Improve- ments	Plant and Equipment	Furniture and fixtures	Vehicles	Office Equipments	Others (Roads)	Total
Cost At March 31, 2019 Additions Disposals	1,408.13 - -	2,611.13 - -	4,135.32 109.16 (70.85)	8,194.38 63.81 -	47.83 - -	21,386.80 3,507.26 (143.91)	839.14 17.84 (0.10)	242.40 - (42.19)	637.17 38.38 (2.21)	360.18 12.10 -	39,862.48 3,748.55 (259.26)
At March 31, 2020 Additions Disposals	- - 1,408.13	- - 2,611.13	4,173.63 58.58 -	8,258.19 42.53 -	- - 47.83	24,750.15 1,441.87 (287.13)	856.88 8.48 -	200.21 79.39 (116.62)	673.34 15.16 (3.16)	372.28 - -	43,351.77 1,646.01 (406.91)
At March 31, 2021 Accumulated depreciation At March 31, 2019 Depreciation charge for the year Disposals	1,408.13 - - -	2,611.13 88.08 33.54 -	4,232.21 485.23 158.78 (64.03)	8,300.72 662.44 210.83 -	47.83 3.27 1.20 -	25,904.89 4,309.10 1,394.98 (93.75)	865.36 276.62 90.67 (0.10)	162.98 19.20 33.75 (23.72)	685.34 342.97 105.92 (2.08)	372.28 126.68 41.95 -	44,590.87 6,313.59 2,071.62 (183.68)
At March 31, 2020 Depreciation charge for the year Disposals	- - -	121.62 33.57 -	579.98 162.52 -	873.27 217.85 -	4.47 1.21 -	5,610.33 1,515.50 (239.48)	367.19 83.93 -	29.23 27.76 (63.06)	446.81 94.32 (2.30)	168.63 36.65 -	8,201.53 2,173.31 (304.84)
At March 31, 2021 Net Book Value At March 31, 2020 At March 31, 2021	- 1,408.13 1,408.13	155.19 2,489.51 2,455.94	742.50 3,593.65 3,489.71	1,091.12 7,384.92 7,209.60	5.68 43.36 42.15	6,886.35 19,139.82 19,018.54	451.12 489.69 414.24	(6.07) 170.98 169.05	538.83 226.53 146.51	205.28 203.65 167.00	10,070.00 35,150.24 34,520.87

2.02 Capital work in progress

Particulars	At March 31, 2021	At March 31, 2020
Capital work in progress 1,342.50 2,061.35
Total 1,342.50 2,061.35
Note :Net off of provision for impairment of Rs. 520.20 lakhs ( previous year Rs. 160 lakhs) (refer note 2.56) Intangible assets (₹in Lakhs)
Particulars	Computer Software	Total
Cost At March 31, 2019 494.07 494.07 Addition 2.31 2.31 Disposals - -
At March 31, 2020 496.38 496.38 Addition 246.06 246.06 Disposals - -
At March 31, 2021 742.44 742.44 Accumulated amortisation
At March 31, 2019 368.12 368.12 Amortisation for the year 70.64 70.64
At March 31, 2020 438.76 438.76 Amortisation for the year 57.16 57.16
At March 31, 2021 495.92 495.92
Net book Value At March 31, 2020 57.62 57.62
At March 31, 2021 246.52 246.52

206 | Everest Industries Limited

2.04 Right to use asset

Right to use asset	Right to use asset	Right to use asset
Particulars Right to Use Asset Total
Cost As at transition date April 1, 2019 925.45 925.45 Addition - - Disposals - -
358.13 358.13 - - At March 31, 2020 925.45 925.45 Addition Disposals
At March 31, 2021 1,283.58 1,283.58 Accumulated depreciation As at transition date April 1, 2019 - - Depreciation charge for the year 231.37 231.37
Depreciation charge for the year 301.00 301.00 At March 31, 2020 231.37 231.37
At March 31, 2021 532.37 532.37
Net book Value At March 31, 2020 694.08 694.08 At March 31, 2021 751.21 751.21
below are the carrying amount of lease liabilities and the movement during the period :
	As at March 31, 2021	As at March 31, 2020
As at transition date April 1, 2020 Opening lease liability Lease liability addition 343.43 741.34 - Accretion of interest on lease liability 74.30 Payment of lease rentals 328.60 925.45 65.01 249.12
Lease liability as at March 31, 2021 830.47 741.34
Current lease liability (see note 2.15) 403.75 261.57 Non-current lease liability (see note 2.15) 426.72 479.77
The maturity analysis of lease liabilities are disclosed The effective interest rate for lease liabilities is 9% with maturity between 2021-2023 The following are the amount recognised in profit or loss: Depreciation expense of right of use assets 301.00 231.37 Interest expense on lease liability 74.30 65.01
Total amount recognised in profit or loss 375.30 296.38

Set out below are the carrying amount of lease liabilities and the movement during the period :

ANNUAL REPORT: 2020-21 | 207

Overview Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

2.05 Other Financial assets

2.05	Other Financial assets
2.06 2.07	Particulars	As at March 31, 2021	As at March 31, 2020
	Non Current (at amortised cost) Unsecured, consider good a.. Security deposits b.. Government subsidy recoverable (refer note 2.30) c.. Balances held as margin money (deposit accounts) 642.74 586.03 - 577.07 80.82 351.78 4,781.00 - d.. Deposit accounts with remaining maturity of more than 12 months
	5,504.56 1,514.88
	Unsecured, doubtful (at amortised cost) a.. Government subsidy receivable Less: provision for doubtful recoverability - - 577.07 (577.07)
	54.00 121.58 54.01 1.84 58.25 20.87 0.08 67.29 9.65 7.06 169.81 217.09 a. Security deposits b. Interest accrued but not due c. Insurance claim d. Balances held as margin money e. Derivative assets f. Other receivables Current Unsecured, consider good
	356.96 424.57
	Other assets
	Unsecured, consider good Non Current a. Prepaid lease rental 2.71 145.19 3.63 b. Capital advances 39.90 120.24 c. Input credit receivables 70.26
	187.80 194.13
	Non Current Unsecured, consider good a. Prepaid lease rental 6.49 65.14 6.49 b. Advances to employees 551.44 170.59 c. Prepaid expenses 240.35 d. Prepaid gratuity 428.32 260.46 e. Advance to supplier 894.76 1,697.59 f. Input credit receivables 1,804.94 1,122.64 g. Others - 57.75
	3,751.09 3,555.87
	Unsecured, doubtful a. Advance to supplier 341.00 - Less: provision for doubtful recoverability (341.00) -
	- -
	Income tax assets (net) Advance income tax (net of provision) 1,838.77 3,090.55
	1,838.77 3,090.55

[Net of provision for current tax - Rs. 5,269.31 lakhs (previous year Rs. 13,155.01 lakhs). Also refer Note 2.57

208 | Everest Industries Limited

2.08 Inventories

Inventories
Particulars	As at March 31, 2021	As at March 31, 2020
a. Raw materials i. On hand 12,521.58 14,196.26 ii. In transit 772.30 768.76
13,293.88 14,965.02
b. Work-in-progress 3,636.41 3,311.73 c. Finished goods 6,922.83 10,694.82 d. Stock-in-trade 325.42 534.59 e. Stores and spares 1,287.87 1,483.03 f. Packing materials 68.34 77.26
25,534.75 31,066.45

Note: (a) Refer note 2.14 for details of inventories hypothecation against borrowings

(b) The mode of valuation of inventories has been stated in note 1.3 (x)

2.9 Trade receivables

Trade receivables
a. Trade receivables
i. Secured, considered good	3,487.85	3,856.03
ii. Unsecured, considered good	2,205.63	2,872.94
iii. Doubtful	3,815.64	2,831.17
	9,509.12	9,560.14
Less: Impairment of doubtful trade receivables	3,815.64	2,831.17
	5,693.48	6,728.97

(b) Refer note 2.14 for details of receivables hypothecation against borrowings

(c) The secured trade receivable including security against Bank Guarantee, Letter of Credit and channel financing of Rs. 1,526.83 lakhs (Previous year Rs. 1,491.58 lakhs)

2.10 Cash and Cash Equivalent

2.11 2.12	a. Cash on hand i. Current accounts 2.94 - ii. Balance in fixed deposits having original maturity of less than 3 months 1,181.58 b. Remittance in transit 3,598.00 8.44 96.94 146.27 50.00 c. Balances with banks
	4,782.52 301.65
	Bank balances other than cash and cash equivalent i. Unpaid dividend (Earmarked accounts) ii. Deposit with banks having original maturity of more than 3 months 35.11 8,457.00 42.13 -
	8,492.11 42.13
	Share capital
	1. Authorised Share capital 1,705.00 1,705.00
	1,70,50,000 equity shares of Rs. 10 each (as at March 31, 2020 -1,70,50,000 equity shares of Rs. 10 each)
	2. Issued Share capital 1,563.63 1,563.63
	(as at March 31, 2020 -1,56,36,340 equity shares of Rs. 10 each) 1,56,36,340 equity shares of Rs. 10 each
	3. Subscribed and fully paid up (see note 2.48, 2.49 and 2.50) 1,563.63 1,563.63
	(as at March 31, 2020 -1,56,36,340 equity shares of Rs. 10 each) 1,56,36,340 equity shares of Rs. 10 each

ANNUAL REPORT: 2020-21 | 209

Overview Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

2.13 Other Equity

Other Equity
	(₹in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
Share premium account General reserve Share based payment Reserve Retained Earning Foreign currency translation reserve	1,617.73 1,373.17 9,848.91 9,848.91 476.69 718.17 37,422.44 31,842.79 (80.13) (83.83)
	49,285.64 43,699.21
1. Securities premium account Add: Premium on shares issued during the year (including transfer from Share based payment reserve) Closing balance 2. General reserve Opening balance Add: Transferred from surplus in Statement of Profit and Loss Closing balance 3. Share based payment reserve Opening balance Add: Share based payment expense to employees Less: Transferred from share based payement reserve on exercise and lapse of options Closing balance 4. Retained earning Opening balance Add: Profit for the year Remeasurement of defined benefit plan Less: Dividend paid during the year for 2019-20 @ Rs. 1.00 per share Dividend distribution tax on dividend paid Closing balance (Previous year final dividend year 2018-19 @ Rs.7.50 per share ) 5. Foreign currency translation reserve Opening balance Add: Addition during the year Closing balance	1,373.17 1,337.08 244.56 36.09
	1,617.73 1,373.17 9,848.91 9,848.91 - -
	9,848.91 9,848.91 718.17 520.86 3.08 233.40 244.56 36.09
	476.69 718.17 31,842.79 31,936.36 5,639.13 1,352.32 96.88 (32.10) 156.36 1,172.73 - 241.06
	37,422.44 31,842.79 (83.83) (69.59) 3.70 (14.24)
	(80.13) (83.83)
	49,285.64 43,699.21

210 | Everest Industries Limited

2.14 Borrowing at amortised cost

(₹in Lakhs)	(₹in Lakhs)	(₹in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
Secured Non Current i. Term loans - 5,042.38 Less: Current maturities of long-term debt (secured) - 519.24 (refer note 2.18 (a)
- 4,523.14

Note:

The Company has financial covenants relating to the borrowing facilities that it has taken from the lenders which is maintained by the Company.

the Company.
Secured
Current
i. Cash credit	-	1,657.67
ii. Buyers credit	-	461.26
	-	2,118.93

Note:

2.15 Lease liability

Lease liability
a. Non-current	426.72	479.77
b. Current	403.75	261.57
	830.47	741.34
Trade payables
a. total outstanding dues of micro, small and medium enterprises (refer note 2.44)	787.14	894.56
b. total outstanding dues of creditors other than micro, small and medium enterprises	15,664.69	13,691.72
	16,451.83	18,129.09

2.16 Trade payables

2.17 Deposits from dealers

a.	Stockists' and other deposits	3,043.65	3,214.67
		3,043.65	3,214.67

ANNUAL REPORT: 2020-21 | 211

Overview Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

2.18 Other Financial Liabilities

Other Financial Liabilities	Other Financial Liabilities	Other Financial Liabilities
(₹in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
a. Current maturities of long-term debt (secured) i. Term loans from banks - 519.24 b. Interest accrued but not due* 59.02 27.27 c. Unpaid dividends 35.11 42.13 d. Payables for purchase of property, plant and equipment 24.38 115.72 e. Retention monies 409.37 497.98 f. Other payables 1,175.50 655.74
1,703.38 1,858.08

2.19 2.20 2.21	* Current year includes Interest on Income tax payable. Provisions for retirement benefits a. Provision for employee benefits: i. Provision for compensated absences	484.61 536.34
		484.61 536.34
	Other current liabilities a. Advances from customers b. Payables in respect of statutory dues	5,850.10 4,953.10 1,097.78 434.28
		6,947.88 5,387.38
	Provision for income tax (net) Provision for income tax net of advance (Also refer note 2.55)	10,012.32 3,450.29
		10,012.32 3,450.29

"[Net of advance tax - Rs. 5,918.87 lakhs (previous year Rs. 494.87 lakhs) ]"

2.22 Revenue from operation

Revenue from operation
	(₹in Lakhs)
Particulars	For the year ended March, 31 2021	For the year ended March, 31 2020
a. Revenue from sale of products i. Revenue from building products ii. Revenue from traded products b. Revenue from steel building contracts Sub total * c. Other operating revenues i. Sale of scrap ii. Export incentives iii. Others (including other incentives)	95,096.19 82,787.69 950.03 874.22 24,931.84 43,433.45
	120,978.06 127,095.36
	773.10 1,017.20 40.72 266.52 - 161.70
	813.82 1,445.42
	121,791.88 128,540.78

*As per Ind AS 115 , the revenue is reported net of GST.

212 | Everest Industries Limited

2.23 Other income

Other income
a. Interest income on financial assets carried at amortised cost i. Interest from banks on deposits ii Other interest b. Interest on Income tax refund c. Other non-operating income i Net loss on foreign currency transactions and translation ii Interest Income on Deposit iii Liabilities / provisions no longer required written back iii Miscellaneous income	564.74 194.59 37.41 78.44
	602.15 273.03
	- 94.55 18.91 - 1.48 4.50 74.56 484.93 191.38 88.21
	286.33 577.64
	888.48 945.22

2.24 Cost of raw material consumed (refer note 2.42)

Cost of raw material consumed (refer note 2.42)
Cost of material consumed 61,223.62	71,934.30
61,223.62	71,934.30
Purchase of traded goods
Roofing accessories 90.72 Other items 530.88	70.48 232.00
621.60	302.48

2.25 Purchase of traded goods

2.26 (Increase)/decrease in inventories of finished goods, work-in-progress and stock-in-trade

	(₹in Lakhs)	(₹in Lakhs)
Particulars	For the year ended March, 31 2021	For the year ended March, 31 2020
Inventories at the end of the year : i Finished goods ii Work-in-progress iii Stock-in -trade Inventories at the beginning of the year : i Finished goods ii Work-in-progress iii Stock-in -trade	6,922.83 10,694.82 3,636.41 3,311.73 325.42 534.59
	10,884.66 14,541.14
	10,694.82 11,428.84 3,311.73 3,964.39 534.59 868.91
	14,541.14 16,262.14
	3,656.48 1,721.00

2.27 Employee benefits expense

a.	Salaries and wages	9,816.32	10,035.62
b.	Contributions to provident and other funds (Refer Note 2.36)	671.43	692.78
c.	Share based payment expense to employees (Refer note 2.50)	3.08	233.40
d.	Staff welfare expenses	470.20	690.10
		10,961.03	11,651.90

ANNUAL REPORT: 2020-21 | 213

Overview Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

Finance costs
a. Interest expense on borrowings b. Interest in income tax payable c. Exchange differences regarded as an adjustment to borrowing cost d. Other borrowing cost	331.00 574.71 59.02 - - 128.46 - 1.00
	390.02 704.17
Depreciation and amortisation expenses a. Depreciation on property, plant and equipment b. Depreciation on right to use asset c. Amortisation on intangible assets	2,173.31 2,071.62 301.00 231.37 57.16 70.64
	2,531.47 2,373.63
Other expenses	(₹in Lakhs)
Particulars	For the year ended March, 31 2021	For the year ended March, 31 2020
a. Consumption of stores and spare parts b. Consumption of packing materials c. Power and fuel d. Repairs and maintenance - Building - Machinery - Others e. Rent (refer note 2.40) f. Rates and taxes g. Insurance h. Travelling i. Advertisement and sales promotion expenses j. Cost for erection of buildings k. Loss on sale of property, plant and equipment (net) l. Net loss on foreign currency transactions and translation m. Outward freight charges on finished goods n. Professional and consultancy expenses (refer note 2.33) o. Contract labour p. Research and development expenses (refer note 2.45) q. Provision for impairment in CWIP (refer note 2.56) r. Provision for government subsidy s. Impairment of trade receivables u. t. Expenditure on corporate social responsibility (refer note 2.46) Miscellaneous expenses	3,761.95 4,683.71 1,038.88 1,196.78 3,604.76 3,939.83 246.25 372.43 526.45 763.83 638.44 582.07 251.18 314.80 170.41 170.27 401.23 289.33 742.13 1,833.64 660.08 1,285.70 2,257.84 4,013.15 57.51 55.21 10.96 287.93 10,951.20 10,488.98 1,599.80 1,337.31 3,240.43 4,366.22 31.28 80.63 160.00 360.20 577.07 - 1,051.55 201.45 139.20 1,813.40 112.00 2,175.73
	34,132.20 38,711.00

214 | Everest Industries Limited

2.31 Income tax expenses

Income tax expenses
A. Tax Expenses recognized in Profit or Loss Current Tax	4,100.32	419.53
Deferred tax	(575.51)	315.67
Total tax expenses	3,524.81	735.20
B. Tax on Other Comprehensive Income Remeasurement of defined benefit plans Current Tax	52.04	(17.24)
The income tax expenses for the year can be reconciled to the accounting profit as follows: Profit before Income Tax Expense	9,163.94	2,087.52
Enacted Statutory Income Tax Rate in India applicable to the Company	34.944%	34.944%
Computed expected income tax expense	3,202.25	729.46
Adjustments: Impact on provision for impairment of CWIP (being disallowed in income tax computation)	125.87	-
Additional deduction on reserarch cost under section 35(2AB) of Income Tax Act	-	(18.07)
Effect of deduction under Section 80G of Income Tax Act, 1961	34.82	21.57
Others	161.87	2.24
Current tax expenses recognised in statement of Profit and Loss	3,524.81	735.20

2.32 Contingent liabilities and commitments

	(₹in Lakhs)	(₹in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
a. Contingent liabilities Claims against the Company not acknowledged as liabilities in respect of: Sales tax matters Excise and service tax matters Income tax matters Total Advance paid/adjusted by authorities against above	10,492.18 3,958.80 890.40 790.03 2,189.83 3,427.74
	13,572.41 8,176.57
	1,856.74 3,479.18

b. Commitments

a) Estimated amount of contracts to be executed on capital account – Rs. 150.95 lakhs (net of advances – Rs. 10.32 lakhs), [previous year –Rs. 980.11 lakhs (net of advances Rs. 197.93 lakhs).

b) The Company has other commitments, for purchases/sales orders which are issued after considering requirements per operating cycle for purchase/sale of goods and services, in normal course of business.

c) c) The Company did not have any long term commitments/contracts including derivative contracts for which there will be any material foresseeable losses.

2.33 Professional and consultancy expenses include auditors remuneration (excluding taxes) as follows:

Particulars	For the year ended March, 31 2021	For the year ended March, 31 2020
To statutory auditors i. Audit fee 39.00 39.00 ii. Limited Review 24.00 24.00 iii. Reimbursement of expenses 1.65 6.94
64.65 69.94

ANNUAL REPORT: 2020-21 | 215

Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

2.34 Disclosure in respect of revenue from contracts with customers

a. Disaggregation of revenue from contracts with customers

The Company derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines and geographical regions:

product lines and geographical regions:
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Revenue by Geography Domestic 117,004.07 124,377.83 Overseas 3,973.99 2,717.53
Total revenue from contract with customers 120,978.06 127,095.36
Timing of revenue recognition At a point in time 96,046.22 83,661.91 Over time 24,931.84 43,433.45
Total revenue from contract with customers 120,978.06 127,095.36

b. Contract Balances

The following table provides information about receivables, contracts assets, and contract liabilities from contracts with customers.

with customers.
Particulars	As at 2 , 1 3 h c r a M 021	As at March 31, 2020
Receivables 2642.24 3,563.89 Contract assets - - Contract liabilities - -

c. Disclosure of ‘revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period’ and ‘revenue recognised in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods.

previous periods.
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Revenue from steel building contracts 24,931.84 43,433.45 Amounts included in contract liabilities at the beginning of the year - - Performance obligations satisfied in previous years - -

d. The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at March 31, are as follows:

Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Within one year 20,062.22 16,025.51 More than one year - -

216 | Everest Industries Limited

2.35 Foreign exchange disclosure

Foreign exchange disclosure
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Outstanding forward exchange contracts as on 31 March, 2021: Receivables USD - 2.00 INR - 150.80 Payables USD 32.84 23.96 INR 2,398.40 1,809.83 Foreign currency exposures that are not hedged by derivative instruments or otherwise are as follows: Receivables USD 13.42 INR 986.57 Payables AED 3.37 - INR 67.49 - ECB Loan USD - 60.00 INR - 4,523.14 6.62 499.09

Refer note 2.54 for sensitivity analysis

2.36 Employee benefit

a. Defined contribution plan

b. Defined benefit plan

I. Gratuity fund

The Group’s contribution towards its gratuity liability is a defined benefit retirement plan. The Group makes contributions to the trust from time to time which in turn makes contributions to the Employee’s Group Gratuity-cum-Life Assurance scheme of the Life Insurance Corporation of India. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The following tables set out the funded status of the gratuity plan and amounts recognised in the Group’s financial statements as at March 31, 2021:

i. Reconciliation of fair value of plan assets and defined benefit obligation:


(₹in Lakhs) Reconciliation of fair value of plan assets and defined benefit obligation:
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Defined Benefit Obligation 1,886.33 2,020.48 Fair Value of Plan Assets 2,314.65 2,280.94
Funded Status Surplus/(Deficit) Total 428.32 260.46

ii. Amount recognised in Statement of Profit and Loss:

Amount recognised in Statement of Profit and Loss:
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Current service cost 154.94 141.41 16.80 - Net Interest expenses Past service cost - plan amenments (20.06) (24.19)
Amount recognised in Statement of Profit and Loss Total 151.68 117.22

ANNUAL REPORT: 2020-21 | 217

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Management Discussion & Analysis Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

iii. Amount recognised in Other Comprehensive Income

Amount recognised in Other Comprehensive Income
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Actuarial (gain)/loss due to DBO experience (126.29) (22.87) Actuarial (gain)/loss due to DBO assumption changes 4.01 83.93 Return on plan assets (greater)/less than discount (26.64) (11.72)
Actuarial (gains)/ losses recognized in OCI Total (148.92) 49.34

iv. Changes in the present value of the defined benefit obligation are as follows:

Changes in the present value of the defined benefit obligation are as follows:
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Present value of defined benefit obligations as on April 01, 2020 2,020.48 1,860.32 Current service cost 154.94 141.41 Interest cost 108.71 122.67 Benefits paid (292.32) (164.98) Past service cost - plan amenments Actuarial (gain)/loss on obligations 16.80 (122.28) 61.06
Present value of defined benefit obligations as on March 31, 2021 Total 1,886.33 2,020.48

v. Changes in the present value of the defined benefit obligation are as follows:

Changes in the present value of the defined benefit obligation are as follows:
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Fair value of plan assets at the beginning of the year 2,280.94 2,134.36 Interest Income on plan assets 128.77 146.86 Employer contribution 28.23 - Return on plan assets greater/(lesser) than discount rate 26.64 11.72 Benefits paid (149.93) (12.00)
Fair value of plan assets at the end of the year Total 2,314.65 2,280.94

vi. The major categories of plan assets of the fair value of the total plan assets are as follows:

Investment details	As at 2020 , 1 3 h c r a M	As at March 31, 2019
	Funded	Funded
With Government of India securities With Debt instruments With Equity shares Other deposits	78.56% 75.89% 15.39% 18.39% 5.90% 5.55% 0.15% 0.17%
Total	100.00% 100.00%

218 | Everest Industries Limited

vii. Principal actuarial assumptions used in determining gratuity obligations:

Principal actuarial assumptions used in determining gratuity obligations:
Assumptions	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Discount rate 5.70% 5.80% Salary escalation 8.00% 8.00% Mortality rate Indian Assured Lives Mortality (2006-08) (Ult) Withdrawal rate 15.00% 15.00%

viii. A quantitative sensitivity analysis for significant assumption as at March 31, 2020 is as shown below:

Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Discount Rate Effect on DBO due to 0.5% increase in Discount Rate (35.25) (39.10) Effect on DBO due to 0.5% decrease in Discount Rate 36.45 40.78 Salary Escalation Rate Effect on DBO due to 0.5% increase in Salary Escalation Rate 35.54 39.87 Effect on DBO due to 0.5% decrease in Salary Escalation Rate (34.72) (38.60)

ix. The following payments are expected contributions to the defined benefit plan in future years:

Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
31-Mar-21 - 347.44 31-Mar-22 309.09 364.19 31-Mar-23 335.24 397.75 31-Mar-24 390.39 432.69 31-Mar-25 281.38 262.77 March 31, 2026 to March 31, 2031 1,421.34 1,114.74

II Provident fund

The Group’s contribution towards provident fund is a defined benefit retirement plan. The Group makes contributions to the trust from time to time which in turn makes contributions in approved securities. The Group is liable for contribution paid/payable under provident fund scheme and any deficiency in interest cost compared to interest computed based on the interest declared by the Central Government under Employee Provident Fund Scheme, 1952 is recognised as defined benefit obligation.

The following tables set out the funded status of provident fund in the Company’s financial statements as at March 31, 2021:

(i) Reconciliation of fair value of plan assets and defined benefit obligation:

Reconciliation of fair value of plan assets and defined benefit obligation:
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Defined Benefit Obligation 8,427.50 8,857.02 Fair Value of Plan Assets 8,999.78 9,743.66
Funded Status Surplus/(Deficit) Total 572.28 886.64

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Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

(ii) Amount recognised in Statement of Profit and Loss:

Amount recognised in Statement of Profit and Loss:
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Current service cost 186.84 235.94 Net Interest expenses - - Immediate recognition of (gain)/losses- other long term employee benefit plan - - Other adjustments - -
235.94 *Amount recognised in Statement of Profit and Loss Total 186.84**

An employer expense of Rs. NIL has been shown as there is no net liability on account of the interest guarantee. Therefore no expense needs to be recognised. (₹ in Lakhs)

(iii) Amount recognised in Other Comprehensive Income

Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Actuarial (gain)/loss due to DBO experience 338.27 8.97 Actuarial (gain)/loss due to DBO assumption changes 326.68 2.78 Actuarial (gain)/loss arising during period (314.56) 599.04 Return on plan assets (greater)/less than discount rate (350.39) (610.79)
*Actuarial (gains)/ losses recognized in OCI Total** - -

An employer expense of Rs. NIL has been shown as there is no net liability on account of the interest guarantee. Therefore no expense needs to be recognised.

(iv) Changes in the present value of the defined benefit obligation are as follows

Changes in the present value of the defined benefit obligation are as follows
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Present value of defined benefit obligations as on April 01, 2020 8,857.02 8,380.73 Current service cost 186.84 235.94 Interest cost 464.46 683.29 Employee contribution 494.66 578.67 Acquisition (credit)/ cost - (1,174.94) Other adjustments (65.90) Benefits paid (1,065.49) (967.46) Actuarial (gain)/loss on obligations 664.95 11.75
Present value of defined benefit obligations as on March 31, 2021 Total 8,427.50 8,857.02

(v)

Changes in the fair value of plan assets are as follows:

Changes in the fair value of plan assets are as follows:
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Fair value of plan assets at the beginning of the year Interest Income on plan assets Employer contribution Acquisition Adjustment Return on plan assets greater/(lesser) than discount rate Benefits paid 9,743.86 464.46 681.50 350.39 (1,174.94) (1,065.49) 8,668.53 683.29 814.61 610.79 (65.90) (967.46)
Fair value of plan assets at the end of the year Total 8,999.78 9,743.86

220 | Everest Industries Limited

(vi) The major categories of plan assets of the fair value of the total plan assets are as follows:

Investment details	As at March 31, 2021	As at March 31, 2020
	Funded	Funded
Government of India securities Private sector bond Special deposit scheme Mutual Fund	41.64% 37.92% 0.00% 0.00% 16.31% 19.02% 0.19% 8.86%
Total	100.00% 100.00%

(vii) Principal actuarial assumptions used in determining provident fund obligations:

Principal actuarial assumptions used in determining provident fund obligations:
Assumptions	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Discount rate 5.70% 5.80% Rate of return on EPFO 8.50% 8.50% Mortality rate Indian Assured Lives Mortality (2006 -08) (modified) Withdrawl rate 15.00% 15.00%

2.37 Related party disclosures

a. List of related parties

i. Holding company

Falak Investment Private Limited (with effect from March 23, 2020)

ii. Enterprise excercising significant influence

Falak Investment Private Limited (till March 22, 2020)

iii. Key management personnel/Whole time director

Mr. Rajesh Joshi, Managing Director and CEO (from 01 September, 2020)

Mr. Manish Sanghi, Managing Director (till August 31, 2020)

Mr. Y. Srinivasa Rao, Executive Director

Mr. Neeraj Kohli, Company Secretary

Mr. Nikhil Dujari, Chief Financial Officer (till May 10, 2021)

Mr. Promod Nair, Chief Financial Officer (from May 11, 2021)

iv. Entities on which key management personnel have control/significant influence

Purpleapple Infosystems LLP

b. Transactions with related parties during the year:

b. Transactions with related parties during the year:
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
i. Dividend paid Falak Investment Private Limited ii. Remuneration to key management personnel/ whole time director Mr. Rajesh Joshi Mr. Manish Sanghi Mr. Y. Srinivasa Rao Mr. Neeraj Kohli Mr. Nikhil Dujari 79.33 304.50 187.08 29.07 101.57 553.70 - 263.79 183.84 28.74 105.52 204.17

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Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

iii.	Dividend paid to key management personnel
	Mr. Manish Sanghi	0.80	6.35
	Mr. Y. Srinivasa Rao	0.32	2.38
iv.	Services received
	Purpleapple Infosystems LLP	-	4.06

c. Balances outstanding with related parties at the year end:

c. Balances outstanding with related parties at the year end:
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
i. Share capital from Falak Investment Private Limited ii. Trade payable Purpleapple Infosystems LLP	793.34 793.34 - 0.48

2.38 Segment information

a. Business segments:

b. Geographical segments:

Since the Group’s activities/operations are primarily within the country and as such there is only one geographical segment.

c. Segment accounting policies:

In addition to the significant accounting policies applicable to the business segments as set out in note a above, the accounting policies in relation to segment accounting are as under:

i. Segment revenue and expenses:

Segment revenue and expenses include the respective amounts identifiable to each of the segments. Unallocable items in segment results include income from bank deposits and corporate expenses.

ii Segment assets and liabilities:

The measurement of each segment’s revenues, expenses and assets is consistent with the accounting policies that are used in preparation of the Group’s financial statements.

222 | Everest Industries Limited

Information about business segments:

(₹ in Lakhs)

normaton aout usness segm	ents:	ents:			(₹in Lakhs)	(₹in Lakhs)
Particulars	Building products		Steel buildings		Total
	For the year d e d n e March 31, 2021	For the year d e d n e March 31, 2020	For the year d e d n e March 31, 2021	For the year d e d n e March 31, 2020	For the year d e d n e March 31, 2021	For the year d e d n e March 31, 2020
1. Segment Revenue External revenue Other operating income	96,046.22 83,661.91 24,931.84 43,433.45 120,978.06 127,095.36 270.11 634.27 543.71 811.15 813.82 1,445.42
Total Revenue 2. Segment Results Unallocated expenses (net of income)	96,316.33 84,296.18 25,475.55 44,244.60 121,791.88 128,540.78 15,313.39 4,991.22 (1,866.08) 1,831.19 13,447.31 6,822.41 3,893.35 4,030.73
Operating Profit Finance costs Profit before tax Tax expense Net Profit 3. Other Information a. Assets Segment assets Unallocated assets	15,313.39 4,991.22 (1,866.08) 1,831.19 9,553.96 2,791.68 390.02 704.17 9,163.94 2,087.51 3,524.81 735.20 5,639.13 1,352.31 47,855.66 54,485.12 20,023.46 21,745.72 67,879.12 76,230.83 25,124.02 8,651.66
Total Assets	47,855.66 54,485.12 20,023.46 21,745.72 93,003.14 84,882.49
b. Liabilities Segment liabilities Unallocated liabilities Total Liabilities	16,442.10 13,873.22 9,960.33 9,563.79 23,437.01 26,402.44 15,751.88 16,182.64 16,442.10 13,873.22 9,960.33 9,563.79 42,154.32 39,619.65

Particulars	Building products		Steel buildings		Total
	For the year d e d n e March 31, 2021	For the year d e d n e March 31, 2020	For the year d e d n e March 31, 2021	For the year d e d n e March 31, 2020	For the year d e d n e March 31, 2021	For the year d e d n e March 31, 2020
c. Others Capital expenditure Depreciation Non – cash expenses other than depreciation (includes impairment of trade receivables and other receivables) Excluding unallocated items	1,164.60 41.13 44.71 1,205.73 3,234.76 1,617.90 490.79 506.11 2,108.69 1,964.69 937.27 3,190.05 1,458.58 21.54 875.23 109.11 1,812.50 130.65

ANNUAL REPORT: 2020-21 | 223

Overview Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

2.39 Deferred taxation

Deferred taxation
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
a. Deferred tax assets Tax impact of: i. Expenditure covered by Section 43B of the Income-tax Act, 1961 211.96 ii. Impairment of trade receivables 1,240.28 iii. Right to use assets 27.70 vi. Other v. Interest on income tax refunds - 2.45 710.63 225.98 979.26 158.39 74.66 - iv. MAT credit entitlement
Total deferred tax assets 2,193.02 1,438.29
b. Deferred tax liabilities Tax impact of: i. Excess of depreciation allowable under the Income-tax Act, 1961 over depreciation provided in financial statements 4,863.66 4,333.07 ii. Others 9.09 308.42
Total deferred tax liability 4,872.75 4,641.49

Net deferred tax liability 2,679.73 3,203.20
Lease commitments Operating lease as lessee The Company has taken properties on cancellable operating leases and has recognised rent of Rs. 251.18 lakhs (previous year Rs. 314.80 lakhs). There are no non-cancellable lease arrangements as at the end of the year.
Earnings per share (₹in Lakhs)
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
15,636,340 15,636,340 15,636,340 219,185 219,185 5,639.13 36.06 36.06 10.00 15,636,340 15,636,340 15,636,340 3,40,120 3,40,120 1,352.32 8.65 8.65 10.00 a.Number of equity shares of Rs.10 each fully paid up at the beginning of the year b.Number of equity shares of Rs. 10 each fully paid up at the year end c.Weighted average number of equity shares used in computing earnings per share d.Weighted average number of options granted e.Weighted average number of options post adjustment for number of options granted f.Net profit for the year – (Rs. / lakhs) g.Basic earnings per share (Rupees) h.Diluted earnings per share (Rupees) i.Nominal value of equity shares (Rupees)

2.40 2.41 Earnings per share

224 | Everest Industries Limited

2.42 Cost of raw material consumed

Cost of raw material consumed
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Opening stock 14,965.02 14,917.93 Add: Purchases 59,552.48 71,981.40 74,517.50 Less: Closing stock 86,899.32 13,293.88 14,965.02 Cost of materials consumed 61,223.62 71,934.30 Materials consumed comprises: Raw fibre 21,051.28 18,640.62 Cement 12,952.97 13,497.68 Steel 14,722.05 25,480.59 Other items 12,497.31 14,315.41 61,223.62 71,934.30

excludes research and development expenses of Rs.3.52 lakhs (previous year Rs. 15.01 lakhs).

2.43 Details of closing finished goods, work in progress and stock-in-trade

, (₹in Lakhs)	, (₹in Lakhs)	, (₹in Lakhs)
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
a.Finished goods i. Building products 5,648.73 9,491.54 ii. Steel buildings 1,274.10 1,203.28
6,922.83 10,694.82
b.Work in progress i. Building products 3,293.12 3,149.06 ii. Steel buildings 343.29 162.67
3,636.41 3,311.73
c.Stock-in-Trade i. Roofing accessories 82.08 291.25 ii. Other items 243.34 243.34
325.42 534.59

2.44 Details of dues to micro, small and medium enterprises as defined under the MSMED Act, 2006

Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Principal amount due to micro and small enterprises 787.14 894.56 Interest due on above - - The amount of interest paid by the buyer in terms of section 16 of the MSMED Act 2006 along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year. - - The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Act 2006. - - The amount of interest accrued and remaining unpaid at the end of each accounting year - - According to the records available with the Company, dues payable to entities that are classified as Micro and Small Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 during the year is Rs. 787.14 lakhs (previous year Rs 894.56 lakhs). Further no interest has been paid or was payable to such parties under the said Act during the year.

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Overview Management Discussion & Analysis

Statutory Reports

Financial Statements - Standalone

Financial Statements - Consolidated

2.45 Expenditure on research and development

Expenditure on research and development
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
a. Capital nature Gross block Accumulated depreciation Net block Additions during the year i. Cost of materials consumed b. Revenue nature* ii. Consumption of stores and spare parts iii. Employee benefits expense -Salaries and wages -Contributions to provident and other funds iv. Miscellaneous expenses v. Depreciation	117.59 117.59 94.43 89.87
	23.16 27.72
	- 7.58 3.52 15.01 2.34 6.59 12.44 22.84 0.65 1.33 12.33 34.86
	31.28 80.63
	4.56 5.23
Total	35.84 85.86

* fixed assets utilised for research and development.

2.46 The details relating to corporate social responsibility (CSR) expenditure are as follows :

Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Gross amount required to be spent by the Company during the year 139.20 112.00 Amount spent during the year (See Note below) 82.41 112.00 56.79 Amount unspent (See Note below) Particulars* i. Construction/ acquisition of assets - - ii. On purposes other than (i) above 139.20 112.00

The amount unspent during the year is deposited in escrow account on April 30, 2021

2.47 Distribution made and proposed

Distribution made and proposed
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Cash dividend on Equity shares declared and paid: Final dividend for the year ended on March 31, 2020 Rs. 1.00 Per share (March 31, 2019: Rs. 7.50 Per share) 156.36 1,172.73 Dividend distribution tax on final dividend - 241.06 Proposed dividends on Equity shares not recognised as liability: Final cash dividend for the year ended on March 31, 2021 Rs.7.50 per share (March 31, 2020: Rs. 1.00 per share) 1,172.73 156.36

2.48 Rights, preferences and restrictions attached to equity shares

2.49 Number of shares held by each shareholder holding more than 5% shares

Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020	As at March 31, 2020
	(No. of shares)	%	(No. of shares)	%
a. Falak Investment Private Limited b. Vijay Kishanlal Kedia	79,33,409 50.74 79,33,409 50.74 6,15,924 3.94 9,50,000 6.08

226 | Everest Industries Limited

2.50 Employee stock option scheme

Particulars	ESOS	ESOS	ESOS	ESOS
	2015	2017	2018	2019
Year in which scheme was established Number of options authorised and granted Exercise price Fair value Vesting date Vesting requirement Exercise period Option activity during the year under the plans is set out below: i. Opening balance ii. Granted during the year iii. Vested during the year iv. Exercised during the year v. Forfeited during the year vi. Expired during the year vii. Outstanding at the year end viii. Options exercisable at the year end ix. Remaining contractual life (years) at the year end Previous year figures are in italics & brackets.	2015-16 1,70,000 ₹262 ₹100.11 ₹ 2017-18 1,60,00 ₹517 288.37 2018-19 1,70,000 ₹477 ₹182.63 2019-20 16,450 ₹127 ₹37.67 After one year from the date of grant of option One year service from the date of grant of option During four year after vesting date 51,225 129,500 159,395 51,645 136,620 170,000 16,300 16,450 16,450 14,350 - - - - (51,225) (36,910) (47,150) (1,950) (420) (7,120) 92,590 112,245 14,350 51,225 129,500 159,395 16,300 - 92,590 112,245 14,350 51,225 129,500 159,395 - - 1.82 2.82 3.98 4.98 0.80 2.82 3.82 - - - - - - - - - - - - - - - - - - - - - - - - - - - (10,605) (150)
				16,300
				-
				16,450
				16,450
				14,350
				-
				-
				-
				(1,950)
				(150)
				-
				-
				14,350
				16,300
				14,350
				-
				3.98
				4.98

ANNUAL REPORT: 2020-21 | 227

Overview Management Discussion & Analysis

Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

2.51 Financial instruments - fair values

(₹ in Lakhs)

Financial instruments - fair values	(₹in Lakhs)	(₹in Lakhs)
Particulars	Carrying value
	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments: Financial assets Measured at amortised cost - Security Deposits Measured at amortised cost - Derivative assets 696.73 640.03 9.65 7.06 - Government subsidy receivables - 577.07 - Balances held as margin money (deposit accounts) 4,861.90 419.07 - Interest accrued on deposits 121.58 58.25 - Insurance claim receivable 1.84 20.87 - Other recoverable in cash or kind 169.81 217.09 Trade receivable 5,693.48 6,728.97 Cash & cash equivalents 4,782.52 301.65 Other bank balances*** 8,492.11 42.13
Total 24,829.61 9,012.20
Financial liabilities Measured at amortised cost Borrowings - 7,161.31 Lease liability 830.47 741.34 Trade payable 16,451.83 14,586.28 Other financial liabilities** - Interest accrued on borrowings 59.02 27.27 - Unpaid dividend 35.11 42.13 - Payable for capital goods 24.38 115.72 - Retention monies 409.37 497.98 - Stockists' and other deposits 3,043.65 3,214.67
Total 20,853.83 26,386.70

The management assessed that carrying values approximates their fair value largely due to the short-term maturities of these instruments.

228 | Everest Industries Limited

2.52 Financial instruments - fair value hierarchy

(₹ in Lakhs)

The fair value of financial instruments as refered to in note 2.51 above have been classified into three categories depending upon the input used in the valuation technique.

The categories used are as follows :

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following table presents the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of March 31, 2021:

==> picture [477 x 51] intentionally omitted <==

----- Start of picture text -----

Particulars Level 1 Level 2 Level 3
Derivative assets - (9.65) -
----- End of picture text -----

The following table presents the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of

March 31, 2020:

Derivative assets - (7.06) -

2.53 Capital management

The capital gearing ratio as on March 31, 2021 and March 31, 2020 was (54.89%) and 13.16% respectively.

Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Non Current Borrowing Current Borrowing Other Financial Liabilities (Long term debt) Cash & Cash Equivalent Net Debt Total* Total Capital	- 4,523.1 - 2,118.93 - 519.24 (18,020.52) (301.65)
	-18,020.52 6,859.66
	50,849.27 45,262.84
Capital & Net Debt Total	32,828.75 52,122.50
Gearing Ratio	-54.89% 13.16%

*Includes deposits with banks classified under other bank balances and othe non current assets

2.54 Financial risk management objectives and policies

The Group's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include advances, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk.

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Overview Management Discussion & Analysis Statutory Reports Financial Statements - Standalone

Financial Statements - Consolidated

Market Risk

Foreign exchange risk

The Company regularly evaluates exchange rate exposure arising from the foreign currency transaction.

Interest rate risk

For details of the Company’s short-term and long-term loans and borrowings, including interest rate profiles, refer to note 2.14 of these nancial statements.

Interest rate sensitivity have been calculated assuming the borrowing outstanding at the reporting date have been outstanding for the entire reporting period.

Credit risk

Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. The Group is exposed to credit risk from its operating activities (primarily trade receivables and deposits) and from foreign exchange transactions.

Trade receivables

To manage the credit risk the Group periodically assesses the financial reliability of customers taking into account the financial condition and ageing of accounts receivable.

Reconciliation of the allowances for credit losses:

The details of changes in allowances for credit losses for the year ended March 31, 2021 and March 31, 2020 are as follows:

	(₹in Lakhs)	(₹in Lakhs)
Particulars	As at 1 2 0 2 , 1 3 h c r a M	As at March 31, 2020
Balance as at April 01,2020 Provision/(reversal) made during the year Closing provision as on 31st March	624.00 (235.00) 624.00 -
	389.00 624.00

230 | Everest Industries Limited

Liquidity risk

As at March 31, 2021 and March 31, 2020, the Company had unutilised limits from banks of Rs. 12,500.00 lakhs and Rs. 11,842.33 lakhs respectively.

2.55 The Company has many tax matters which are in various stages of litigation. In this regard the Company had in the earlier years received certain appeal orders in its favor in respect of which the department has gone in appeal to the next appellate authority. The refunds consequent to such orders have been received during the current year and have accordingly, been disclosed as a liability in these financial statements since the department has gone in further appeal. The management believes that no additional liabilities are likely to devolve on the Company.
2.56 Capital work in progress includes imported machinery in building products amounting to Rs. 1560 lakhs. Due to delay in land allocation by the State Govt. and by virtue of COVID 19 impact, the Company has deferred its plan to install the machinery in near future. Consequently, the Company has determined the net realizable value of the machinery by an independent certified valuer using cost approach and has made a provision of impairment of Rs. 520.20 lakhs against the said machinery
2.57 On March 25, 2021 the Holding company filed with Registrar of Companies the certified copy of NCLT order approving the amalgamation of the Holding company and its wholly owned subsidiary (Everest Building Solutions Limited). Being a transaction under Common control Business combination, financial information as on April 01, 2019 and all periods thereafter, were restated to give effect of the amalgamation.
2.58 The Group has considered the possible effects that may result from the global health pandemic relating to COVID-19 on its operations. Management believes that it has taken into account external and internal information for assessing the possible impact of COVID-19 on various elements of its financial results, including its liquidity position and the recoverability of assets. However, the impact assessment of COVID-19 is a continuing process, given the uncertainties associated with its nature and duration. The Group will continue to monitor any material changes to future economic conditions and the consequent impact on its business, if any.

As per our report of even date

For S.R. Batliboi & Co. LLP

For and on behalf of the Board of Directors

Chartered Accountants Firm Registration No : 301003E/E300005

per Sanjay Vij

Partner Membership No : 95169

Gurugram May 27, 2021

Rajesh Joshi Managing Director & CEO DIN No. 08855031 Mumbai May 27, 2021

Anant Talaulicar

Chairman DIN No. 00031051

Mumbai May 27, 2021

Pramod Nair

Chief Financial Officer

Neeraj Kohli

Company Secretary

Mumbai New Delhi May 27, 2021 May 27, 2021

ANNUAL REPORT: 2020-21 | 231

NOTE

232 | Everest Industries Limited

REGISTERED OFFICE EVEREST INDUSTRIES LIMITED

Gat 152, Lakhmapur, Taluka Dindori, Nashik - 422 202, Maharashtra (INDIA) Phone: 02557-250375/462 Fax: 02557-250376 Helpline: 18004191991 Website: www.everestind.com Email: [email protected]

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Everest Industries Ltd. — Annual Report 2021

60929_rns_2021-07-30_485602a2-0960-4412-be9b-1bfe191aea0e.pdf

Sub. : Annual Report for the Financial Year 2020-21

IMPROVING PEOPLES LIVES BY REIMAGINING SPACES

Reimagining the way India builds with new-age solutions.

EVEREST ROOFING SOLUTIONS

EVEREST BOARDS & PANELS

EVEREST STEEL BUILDINGS

CHAIRMAN’S ADDRESS

RESPECT, EXCELLENCE AND INTEGRITY

Macro-Economic Conditions

The Indian Economy

ANANT TALAULICAR

TABLE OF CONTENTS

1 CORPORATE OVERVIEW

Caution regarding forward-looking statements

CORPORATE INFORMATION

BOARD OF DIRECTORS

Anant Talaulicar

Padmini Somani

Narotam Sekhsaria

Alok Nanda

Bhavna Doshi

Director

M L Gupta

Director

Rajendra Chitale

Rajesh Joshi

B L Taparia

MANAGEMENT TEAM

Pramod Nair

Chief Financial Officer

Rahul Chopra

Neelabh Kumar Singh

Neeraj Kohli

S Krishnakumar

Niranjan Gokhale

Sulaksha Shetty

Ashish Choudhary

7,000+ Dealers

1,00,000+ Villages

3,000+ Pre-Engineered Steel Buildings

OUR VISION

OUR VALUES

Respect

{ri-spekt} noun

Excellence

{ek-suh-luhns} noun

Integrity

{in-teg-ri-tee} noun

BUSINESS OVERVIEW

BUILDING PRODUCTS

ROOFING

EVEREST FIBRE CEMENT ROOFS

EVEREST SUPERCOLOUR

ROOFLIGHT

HI-TECH

BOARDS AND PANELS

ARTEWOOD

HEAVY DUTY BOARDS

RAPICON WALLS

DESIGNER CEILINGS

STEEL BUILDINGS

PRE-ENGINEERED BUILDINGS

SMART STEEL BUILDINGS

THE TASK

PROBLEM STATEMENT

ACTION PLAN

RESULT

PROBLEM STATEMENT

THE TASK

ACTION PLAN

RESULT

SITUATION

SOLUTION

INNOVATION

INNOVATION

OUTCOME

MARKETING

Everest Industries Ltd. Annual Report 2021