Dear Members,
Your Directors present the 46th Annual Report and the Audited Statement
of Accounts for the financial year ended March 31, 2025. FINANCIAL RESULTS
The financial performance of the Company for the year ended March 31,
2025 is summarized below: ' in lakhs*
Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from operations |
94,622 |
77,152 |
1,49,921 |
1,22,296 |
Other income |
1,391 |
1,062 |
985 |
671 |
Total Income |
96,013 |
78,214 |
1,50,906 |
1,22,967 |
Profit before exceptional
items and tax |
8,071 |
7,446 |
13,041 |
12,034 |
Profit before tax |
7,423 |
7,229 |
12,393 |
11,817 |
Profit after tax |
5,330 |
5,386 |
9,772 |
9,760 |
Total Comprehensive Income |
5,299 |
5,384 |
11,297 |
10,789 |
Basic & Diluted Earnings per
share Face Value of ' 2 (not annualised) (in '): |
4.75 |
4.80 |
8.73 |
8.84 |
*All amounts disclosed have been rounded off to the nearest lakhs as
per the requirement of Schedule III to the Companies Act, 2013 unless otherwise stated and
as per the financial statements.
PERFORMANCE REVIEW
Fiscal 2024-25 has been a year of strong growth and consistent
execution for the Company. This performance was supported by healthy demand across both
the domestic and international businesses, particularly in US. While realisations remained
under pressure during the period under review, margin compression was limited and absolute
profitability remained healthy on the back of strong topline growth. The Company was able
to achieve profits similar to the last year.
On standalone basis, for the financial year 2024-25, revenue from
operations stood higher at ' 94,622 lakhs as compared to ' 77,152 lakhs previous year.
However, Net Profit for the financial year 2024-25'5,330 lakhs was at par to ' 5,386 lakhs
for financial year 2023-24 due to lower realization on account of competition and
impairment of idle assets.
On consolidated basis, the Company has sold 10,55,854 units during
financial year 2024-25 higher than 9,42,420 units sold in the previous year. Revenue for
financial year 2024-25 was higher at ' 1,49,921 lakhs as compared to ' 1,22,296 lakhs
previous year. However, the profit after tax from continuing operations ' 9,772 lakhs for
financial year 2024-25 was at par to ' 9,760 lakhs for financial year 2023-24 due to
impact faced by standalone.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its
subsidiaries for the year 2024-25 are prepared in compliance with the applicable
provisions of the Companies Act, 2013 as amended (the Act) and as stipulated under
Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
including any amendments thereto (SEBI Listing Regulations),
as well as in accordance with the Indian Accounting Standards (IND AS)
notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended.
Further, as per Section 129 of the Act and IND AS-27 on Separate Financial Statements and
IND AS- 110 on Consolidated Financial Statements, the Audited Consolidated Financial
Statements together with Auditors' Report thereon forms part of this Annual Report.
DIVIDEND
Your Directors are pleased to recommend for approval of Members, a
final dividend of ' 0.70 per equity share of face value of ' 2/- each (35%) for the year
ended March 31, 2025. The dividend would result in a cash outflow of ' 785 Lakhs.
DIVIDEND DISTRIBUTION POLICY
The Company has formulated Dividend Distribution Policy in accordance
with Regulation 43A of the SEBI Listing Regulations for bringing transparency in the
matter of declaration of dividend and to protect the interest of investors. The Dividend
Distribution Policy is available on the website of the Company at the weblink: EKC-Dividend-Distribution-Policy
TRANSFER TO RESERVES
During the year under review, the Company does not propose to transfer
any amounts to General Reserve.
DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013
The Company has neither accepted nor renewed any Deposits from the
public within the ambit of Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans given, guarantees provided and investments
made, have been duly disclosed in the financial statements.
SHARE CAPITAL STRUCTURE
The Paid-up Share Capital of the Company is ' 2,244 lakhs divided into
11,22,07,682 Equity Shares of ' 2/- each.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There is no such event which may lead to material changes/ commitments
that would affect the financial position of the Company, between the period from the end
of the financial year and the date of this report.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has adequate internal financial control system (IFCs) to
commensurate with the size, scale and complexity of its operations. The Company has in
place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the business and functions are systematically
addressed through mitigation action on continuing basis. These are routinely tested and
certified by Internal Auditors. The audit observations, if any, on internal financial
controls are periodically reported to the Audit Committee for review. The Statutory
Auditors' Report also includes their reporting on IFCs with reference to Financial
Statements.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
No such orders have been passed by any Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.
DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY
THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS
REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED
Pursuant to Section 148(1) of the Act the Company has maintained cost
records as specified by the Central Government.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year
2024-25, as stipulated under Regulation 34(2)(e) read with Schedule V of LODR Regulations,
is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
Pursuant to Schedule V to the LODR Regulations, the Corporate
Governance Report along with the Secretarial Auditors' Certificate thereon forms part
of the Annual Report. The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Act and Regulation 21 of SEBI
Listing Regulations, the Company has a Risk Management Committee (RMC) comprising Dr.
Vaijayanti Pandit, Independent Director as Chairperson, Mr. Ramakrishnan Ramanathan,
Independent Director and Mr. Puneet Khurana, Managing Director as Members. Consequent upon
completion of the second term of 5 consecutive years as Independent Director on the Board
of the Company, Mr. M. N. Sudhindra Rao ceased to be Chairman and Member of RMC with
effect from June 3, 2024. The Directors at the Board Meeting held on May 24, 2024
appointed Dr. Vaijayanti Pandit as the Chairperson of RMC and Mr. Ramakrishnan Ramanathan
as the Member of RMC with effect from June 3, 2024. The Risk Management Committee frame,
implement and monitor the risk management plan of the Company and ensure its
effectiveness. The Company has adopted a Risk Management Policy which lays down the
framework to define, assess, monitor and mitigate the business, operational, financial and
other risks associated with the business of the Company. The Risk Management Policy
enables for growth of the Company by helping its business to identify risks, assess,
evaluate and monitor risks continuously and undertake effective steps to manage these
risks. The Directors at the Board Meeting held on May 23, 2025 based on the recommendation
of the RMC reviewed and adopted the revised Risk Management Policy. During 2024-25, two
Meetings were held on June 14, 2024 and November 19, 2024 wherein, the risks and relevant
mitigation measures identified for the Company were reviewed and discussed. The gap
between the meetings did not exceed 210 days.
CREDIT RATING
During the year, CARE Ratings in respect of the borrowings of the
Company was as under:
Facility |
Amount (' in crores) |
Rating |
Long Term Bank Facilities |
144.00 |
Care BBB+ (Stable) |
Short Term Bank Facilities |
46.00 |
Care A2 |
Total |
190.00 |
|
SUBSIDIARIES
As on March 31,2025, the Company has:
(a) two Indian wholly owned subsidiaries (Calcutta Compressions &
Liquefaction Engineering Limited (CCLE) and Next Gen Cylinder Private Limited) and one
wholly owned overseas subsidiary [EKC International FZE (EKC FZE)] in Dubai, UAE; and
(b) six stepdown overseas subsidiary companies (through EKC FZE), viz.
EKC General Trading FZE, CP Industries Holdings, Inc. in USA, EKC Hungary Kft and EKC
Europe Gyarto Zrt, in Hungary, EKC Europe GmbH in Germany and EKC Egypt SAE in Egypt.
The current corporate structure is as under:
During 2024-25, EKC FZE has acquired 100% shares of its stepdown
subsidiary, CP Industries Holdings, Inc. (CPI) from its direct subsidiary EKC Hungary
Kft., there by making CPI a direct subsidiary of EKC FZE. Further, the Directors of EKC
FZE had approved capitalisation of loan along with interest given to CPI aggregating USD
2,84,48,755. EKC FZE has incorporated a subsidiary EKC General Trading FZE, in Dubai for
its trading business. A statement containing details of performance and salient features
of the financial statements of Subsidiary/ Associate/ Joint Venture companies, as per
Section 129(3) of the Act, is provided in Form AOC I after the standalone financial
statements and therefore not repeated here. The Policy for determining
material subsidiaries of the Company is uploaded on the Company's website at
EKC-Policy-on-Material-Subsidiary
As on March 31,2025 CCLE, the Indian wholly owned subsidiary is dormant
with no business as well as no employees. EKC FZE, wholly owned subsidiary in Dubai and
CPI, a stepdown wholly owned subsidiary in USA are material subsidiaries of the Company in
terms of Regulation 16(c) of SEBI Listing Regulations. The audited financial statement
including the consolidated financial statement of the Company and all other documents
required to be attached thereto are available on the Company's website and can be
accessed at http://www.everestkanto.com / investors / annualreports. The financial
statements of the subsidiaries, as required, are available on the Company's website
under sub-section 'subsidiaries' of Investors section.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
Consequent upon completion of the second term of five consecutive years
of Mr. M. N. Sudhindra Rao as Independent Director, he ceased to be Director of the
Company with effect from June 3, 2024. Mr. Ramakrishnan Ramanathan (DIN: 03394401) was
therefore, appointed as Non-Executive, Independent Director on the Board of the Company
for a term of five consecutive years with effect from June 3, 2024.
In accordance with the provisions of Section 152 of the Act, Mr. Puneet
Khurana, Managing Director (DIN: 00004074) retire by rotation and being eligible offers
himself for reappointment. The Board recommends his reappointment for the consideration of
the Members of the Company at the ensuing Annual General Meeting (AGM) and forms part of
the Notice.
Consequent upon demise of Mr. Premkumar Khurana, Mr. Pushkar Khurana
(DIN: 00040489) was appointed as Executive Director and Chairman of the Company. Pursuant
to the provisions of the Act, Schedule V to the Act and based on the recommendation of
Nomination & Remuneration Committee (NRC), the Board recommends, the reappointment of
Mr. Pushkar Khurana as Wholetime Director and Key Managerial Personnel (KMP) of the
Company liable to retire by rotation for further period of 5 years commencing from May 26,
2025 on such terms and conditions set out in the Notice of 46th AGM. The approval of the
Members through an Ordinary Resolution is being sought at the 46th AGM and forms part of
the Notice.
The Members had at the 41st AGM reappointed Ms. Uma Acharya,
Independent Director (DIN: 07165976) for the second term of 5 consecutive years with
effect from May 26, 2020 up to the close of business hours on May 25, 2025. Consequent
upon completion of her second term Ms. Uma Acharya will cease to be Director on the Board
of the Company w.e.f. May 26, 2025. The Directors place on record their sincere
appreciation of the valuable guidance and support given by Ms. Uma Acharya during her
tenure on the Board.
Consequent upon completion of the second term of five consecutive years
of Ms. Uma Acharya as Independent Director of the Company and in compliance of Regulation
17(1)(c) of SEBI
Listing Regulations, the Directors at the Board Meeting held on May 23,
2025 based on the recommendation of NRC, promoted Mr. Sanjiv Kapur, the Chief Financial
Officer (CFO) by appointing him as a Wholetime Director on the Board of the Company with
effect from May 26, 2025 for a term up to October 31, 2026, subject to approval of
shareholders at the forthcoming AGM. Mr. Kapur shall continue to work as CFO and will be
designated as Wholetime Director, CFO and KMP of the Company. In accordance with the
provisions of Section 161(1) of the Act, Mr. Kapur hold office up to the date of the
forthcoming AGM and is eligible for appointment as Wholetime Director of the Company.
Notice under Section 160 of the Act have been received from member proposing the
appointment of Mr. Kapur as Director of the Company. Ordinary Resolution seeking approval
of the Members for appointment of Mr. Sanjiv Kapur (DIN: 07576794) as a Wholetime Director
and KMP, including the terms of his appointment and his brief profile form part of the
Notice of the 46th AGM of the Company.
The brief resume/details regarding the Directors proposed to be
reappointed/appointed as above are furnished in the Notice of 46th AGM.
As on the date of this report, Mr. Pushkar Khurana, Chairman and
Executive Director, Mr. Puneet Khurana, Managing Director, Mr. Sanjiv Kapur, Chief
Financial Officer and Mr. Vishal Totla, Company Secretary & Compliance Officer are the
Key Managerial Personnel of the Company in accordance with the provisions of Sections
2(51) and 203 of the Act.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
As required under Section 149(7) of the Act, the Company has received
declarations from all the Independent Directors confirming that they meet the criteria of
independence as specified in Section 149(6) of the Act, as amended, read with Rules framed
thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations. In terms of
Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence and that they are
independent of the Management. The Board of Directors of the Company have taken on record
the declaration and confirmation submitted by the Independent Directors after undertaking
due assessment of the veracity of the same.
The Board is of the opinion that the Independent Directors possess the
requisite qualifications, experience, expertise and they hold high standards of integrity.
The Independent Directors have complied with the Code for Independent Directors prescribed
in Schedule IV to the Act and have also confirmed that their registration with the
databank of Independent Directors maintained by the Indian Institute of Corporate Affairs
is in compliance with the requirements of the Companies (Appointment and Qualifications of
Directors) Rules, 2014.
During the year, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other
than sitting fees, commission, and reimbursement of expenses incurred
by them for the purpose of attending Meetings of the Company.
NUMBER OF MEETINGS OF THE BOARD
During the year, five (5) Meetings of the Board of Directors were held,
the details of which are given in the Corporate Governance Report forming part of Annual
Report 2025. The intervening gap between any two Meetings of the Board was not more than
one hundred and twenty (120) days as stipulated under the Act and SEBI Listing
Regulations.
COMMITTEE OF THE BOARD
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination & Remuneration Committee (NRC)
3. Stakeholders' Relationship Committee (SRC)
4. Corporate Social Responsibility Committee (CSR)
5. Risk Management Committee (RMC)
The details of the Committees along with their composition, number of
Meetings and attendance of the Members at the Committee Meetings are provided in the
Corporate Governance Report, hence not repeated here.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
In accordance with the provisions of the Section 178 of the Act read
with the Rules made thereunder and Regulation 19 of the SEBI Listing Regulations, the
Company has constituted NRC and has formulated Nomination, Remuneration and
Evaluation Policy containing criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under Section 178(3) of
the Act for selection of any Director, Key Managerial Personnel and Senior Management
Employees. The said policy of the Company is directed towards rewarding performance, based
on review of achievements on a periodic basis. The Board of Directors has approved
Nomination, Remuneration and Evaluation Policy and the same is available at the
Company's website under the web link EKC-Policy- Nomination-Remuneration-Evaluation.
The details pertaining to composition of the NRC is included in the Corporate Governance
Report forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company's CSR Policy provides guidelines to conduct CSR
activities of the Company, which can be accessed at the Company's website at the
weblink: EKC-CSR-Policy. During 2024-25, your Company has undertaken some
projects/programs as a part of CSR Initiative through implementing Agencies in accordance
with the CSR Policy and spent ' 340 lakhs towards various CSR activities, in line with the
requirements of Section 135 of the Act. The CSR Report for the Financial Year 2024-25 in
prescribed form as per Rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules 2014, is enclosed as Annexure I to the Directors' Report and forms
part of the Annual Report 2025.
VIGIL MECHANISM/WHISTLE BLOWER
The Company has formulated and established a Vigil Mechanism named
Whistle Blower Policy in accordance with the provisions of the Act and SEBI Listing
Regulations to deal with the instances of fraud and mismanagement and to enable Directors
and Employees to report genuine concerns about unethical behaviour, actual or suspected
fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of
unpublished price sensitive information. The employees and other stakeholders have direct
access to the Chairperson of the Audit Committee for lodging concerns, if any, for review.
No person has been denied access to the Chairperson of the Audit Committee. The details of
the same have been stated in the Report on Corporate Governance. The Whistle Blower Policy
is available on the website of your Company at EKC-Whistle- Blower-Policy.
TRANSACTIONS WITH RELATED PARTIES
All transactions entered by the Company during the financial year under
review, with related parties were on arm's length basis and in the ordinary course of
business and hence not falling under the ambit of Section 188 of the Act. All Related
Party Transactions (RPTs) are mentioned in the Notes to accounts which sets out related
party disclosures. As required under Section 134(3)(h) of the Act, Form No. AOC-2 for
2024-25 is annexed to this report as Annexure II'. During the year 2024-25,
pursuant to Section 177 of the Act and Regulation 23 of SEBI Listing Regulations, all RPTs
were placed before the Audit Committee for its approval. Prior omnibus approval of Audit
Committee was obtained for the transactions which were of repetitive nature and in the
ordinary course of business. The Policy on materiality of RPTs and also on dealing with
RPTs framed under the LODR Regulations is available on Company's website and web link
thereto is EKC- Related-Party-Transaction-Policy.
ANNUAL EVALUATION
The NRC has approved a framework/policy for performance evaluation of
the Board, Committees of the Board and the individual members of the Board (including the
Chairperson) which includes criteria for performance evaluation, which is reviewed
annually by the Committee. A questionnaire for the evaluation of the Board, its committees
and the individual members of the Board (including the Chairperson), designed in
accordance with the said framework and covering various aspects of the performance of the
Board and its Committees, including composition and quality, roles and responsibilities,
processes and functioning, adherence to Code of Conduct and Ethics and best practices in
Corporate Governance as mentioned in the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017 was circulated to the Directors.
Pursuant to the provisions of the Act and LODR Regulations and based on policy devised by
the NRC, the board has carried out annual evaluation of its own performance, its
committees and individual directors. The Board performance was evaluated on inputs
received from all the Directors after considering criteria as mentioned aforesaid. The
performance of the committees was
evaluated by the Board of Directors on inputs received from all
committee members after considering criteria as mentioned aforesaid. Pursuant to LODR
Regulations, performance evaluation of independent director was done by the entire board,
excluding the independent director being evaluated. The performance evaluation of
non-independent Directors and the Board as a whole and Chairman of the Board was carried
out by the Independent Directors of the Company through separate meeting on March 19,
2025. Accordingly, the outcome/feedback received from Directors was shared with NRC/Board.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 (SS-1) AND
SECRETARIAL STANDARD - 2 (SS-2)
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively. The
Company has complied with SS-1 and SS-2.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub-section 3 and 5 of Section 134 of the
Act, your Company's Directors, based on the framework for internal financial controls
and compliance systems established and maintained by the Company, work performed by the
internal, statutory, cost and secretarial auditors, the reviews performed by the Audit
Committee and representations received from the Management, are of the opinion that the
Company's internal financial controls were adequate and effective during the
financial year 2024-25. The Board of Directors, based on the assurance given of the
business operations, to the best of their knowledge and ability, confirm that:
(i) in the preparation of the annual accounts for the year ended March
31, 2025, the applicable accounting standards have been followed and there are no material
deviations;
(ii) the Directors in consultation with the Statutory Auditors 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 31,2025 and of the profit of the Company for the period ended
on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern
basis;
(v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
(vi) the Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
AUDITORS AND AUDIT REPORT
(a) Statutory Auditors
At the 44th AGM held on September 22, 2023 the Members, consequent upon
the expiry of the term of the former auditors of the Company, Walker Chandiok & Co
LLP, Chartered Accountants, appointed Suresh Surana & Associates LLP, (SSA), Chartered
Accountants (Firm Registration No. 121750W/W100010) as Statutory Auditors for a term of
five years from the conclusion of 44th AGM till the conclusion of 49th AGM of the Company
to be held in the year 2028, to examine and audit the accounts of the Company for
financial years between 2023-24 to 2027-28 (both inclusive) at a remuneration of ' 35
Lakhs per annum, plus applicable taxes and out-of-pocket expenses, if any incurred in
connection with the Audit, as mutually agreed upon between the Board of Directors of the
Company and SSA. There are no qualifications, adverse remarks, reservations or disclaimer
made by SSA, Statutory Auditors, in their report for the financial year ended March
31,2025.
(b) Cost Auditors
As per the requirement of Central Government and pursuant to Section
148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company
carries out an audit of cost records maintained by it. The Board of Directors, on
recommendation of Audit Committee, appointed M/s. Shekhar Joshi & Co., Cost
Accountants (Membership No. M/10700) as Cost Auditors of the Company for the Financial
Year 2024-25 and they have been reappointed as Cost Auditors of the Company for 2025-26.
In terms of the provisions of Section 148(3) of the Act read with the Rule 14(a)(ii) of
the Companies (Audit and Auditors) Rules, 2014, approval of the Members is being sought
for ratification of their remuneration for 2025-26 at the ensuing AGM.
(c) Secretarial Auditors
The Board of Directors had reappointed M/s. Aashish K. Bhatt &
Associates, Practicing Company Secretaries, having membership no. 19639 as the Secretarial
Auditor under Section 204 of the Act for conducting Secretarial Audit for the financial
year 2024-25. The Report of the Secretarial Auditor in prescribed Form MR-3 is annexed to
the Directors Report as Annexure IN and does not contain any qualification,
reservation or adverse remarks.
The Directors at the Board Meeting held on May 23, 2025 pursuant to
Regulation 24A of SEBI Listing Regulations, based on the recommendation of Audit Committee
of the Company and subject to approval of the Members at the ensuing AGM, appointed M/s.
Aashish K. Bhatt & Associates as the Secretarial Auditor for a term of five years to
examine and audit the secretarial records of the Company and provide other allied
certification/permitted services for financial years from 2025-26 to 2029-30 at a
remuneration of ' 7.20 lakhs per annum, plus applicable taxes, as mutually agreed upon
between the Board of Directors of the Company and M/s. Aashish K. Bhatt & Associates.
(d) Branch Auditors
M/s. Arun Arora & Co., Chartered Accountants are the Branch
Auditors of the Company for financial year 2024-25. There is no qualification, reservation
or adverse remark made by them.
DETAILS OF FRAUD REPORTED BY AUDITORS
There were no frauds reported by the Auditors under provisions of
Section 143(12) of the Act and the Rules made thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under Section
134(3)(m) of the Act, are provided in Annexure IV to this Report.
ANNUALRETURN
Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return
of the Company for 2024-25 would be placed on the website of the Company and can be
accessed at https://everestkanto.com/annual-return/.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2) of SEBI Listing Regulations, as amended,
the Business Responsibility and Sustainability Report (BRSR) describing the initiatives
taken by the Company from an environmental, social and governance perspective is annexed
as Annexure V and forms an integral part of this Report and is also uploaded
Company's website and can be accessed at
https://everestkanto.com/investors/annual-reports/.
ENVIRONMENT AND SAFETY
Your Company is conscious of the importance of environmentally clean
and safe operations and therefore, endeavours that the conduct of all operations is in
such manner to ensure safety of all and compliance of statutory and industrial
requirements for environment protection and conservation of natural resources to the
extent possible.
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 of top ten employees in
terms of remuneration drawn and names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said Rules forms part of this Report.
Disclosures relating 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 as amended forms part of this Report.
The said information is available for inspection on all working days, during business
hours, at the Registered Office of the Company up to the date of AGM. Any member
interested in obtaining such information may write to the Company Secretary and the same
will be furnished on request. Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
(a) Ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the Financial Year 2024-25:
Name of the Directors |
Desig
nation |
Remuneration of Directors ('
in lakhs) |
Median remuneration of
employees (' in lakhs) |
Ratio of median remuneration |
Mr. Pushkar Khurana* |
Chairman
and
Executive
Director |
50 |
3 |
17 |
Mr. Puneet Khurana# |
Managing
Director |
324 |
3 |
91 |
Mr.
Ghanshyam
Karkera@ |
|
13 |
3 |
4 |
Mr.
Sudhindra
RaoA |
Independent
Director |
2 |
3 |
1 |
Dr. Vaijayanti Pandit@ |
10 |
3 |
3 |
Ms. Uma Acharya @ |
|
13 |
3 |
4 |
Mr.
Ramakrishnan
RamanathanAA |
|
10 |
3 |
3 |
* Commission of ' 50 lakhs payable to Mr. Pushkar Khurana, Executive
Chairman of the Company for FY2024-25.
# Comprises commission of ' 50 lakhs payable to Mr. Puneet Khurana,
Managing Director of the Company forF.Y. 2024-25.
@ Remuneration comprises sitting fees for attending the Meetings of the
Board of Directors and of the Committees thereof and commission of' 5 lakhs payable to
each Independent Directors for F Y 2024-25.
A
Sitting Fees and Commission paid is on prorate basis up to
the date of holding of office of Director.
AA
Sitting Fees and Commission paid is on prorate basis from
the date of appointment.
(b) Percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
Financial Year 2024-25:
Name of the Directors |
Designation |
% increase in remuneration in
financial year |
Executive Directors |
Mr. Pushkar Khurana |
Chairman and Executive
Director |
NA |
Mr. Puneet Khurana |
Managing
Director |
20% |
Non-Executive Independent
Directors |
Mr. Ghanshyam Karkera |
Independent
Director |
Nil |
Ms. Uma Acharya |
2.29% |
Dr. Vaijayanti Pandit |
2.97% |
Mr. Ramakrishnan Ramanathan |
NA |
Key Managerial Personnel other
than Managing Director |
Mr. Sanjiv Kapur |
Chief Financial Officer |
10% |
Mr. Vishal Totla |
Company
Secretary |
10% |
(c) Percentage increase in the median remuneration of employees in the
financial year 2024-25: 5%.
(d) Number of permanent employees on the rolls of Company: 756.
(e) Average percentile increases already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
The average percentile increases in the salaries of employees other
than the managerial personnel in the financial year 2024-25 is at 10% whereas the
percentile increase in the managerial remuneration during the year is Nil.
(f) Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms that the remuneration is as per the Remuneration
policy of the Company.
(g) Name of top 10 employee of Company, who were employed for part of
year, was in receipt of remuneration for that period which, in the aggregate, was not less
than eight lakhs fifty thousand rupees per month: NA
(i) Name of employee of Company, who employed throughout the financial
year or part thereof, was in receipt of remuneration in that year which, in the aggregate,
or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by
the managing director or whole-time director or manager and holds by himself or along with
his spouse and dependent children, not less than two percent of the equity shares of the
Company.
(ii) If employed for a part of the financial year, was in receipt of
remuneration for any part of that year, at a rate which, in the aggregate, was not less
than eight lakh and fifty thousand rupees per month.
(iii) If the employed throughout the financial year or part thereof,
was in receipt of remuneration in that year
which, in the aggregate, or as the case may be, at a rate which, in the
aggregate, is in excess of that drawn by the managing director or whole-time director or
manager and holds by himself or along with his spouse and dependent children, not less
than two percent of the equity shares of the company.
The details are mentioned in the table no. (i) Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
(h) The particulars of employees posted and working in a country
outside India, not being directors or their relatives, drawing more than sixty lakh rupees
per financial year or five lakh rupees per month, as the case may be, as may be decided by
the Board: NA.
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
(i) if employed throughout the financial year, was in receipt of
remuneration for that year which, in the aggregate, was not less than eight lakhs fifty
thousand rupees per month - NA.
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
(ii) if employed throughout the financial year, was in receipt of
remuneration for that year which, in the aggregate, was not less than one crore and two
lakh rupees.
Name of the Employee |
Designation of the employee |
Remuneration received (' in
lakhs) |
Nature of employment, whether
contractual or otherwise |
Qualifications
and
experience of the employee |
Date of Commencement of
employment |
The age of such employee |
The last employment held by
such
employee
before
joining
the
company |
The
percentage of equity shares held by the employee in the Company within
the meaning of clause (iii) of sub-rule (2) |
Whether any such employee is
a relative of any director or manager of the company and if so, name of such director or
manager |
Mr. Puneet Khurana |
Managing
Director |
324 |
Fulltime |
B.Com,
MBA,
international
business |
14-11-2019 |
52 |
NA |
9.33% |
Mr. Pushkar Khurana, Chairman
and Executive Director |
LISTING OF SECURITIES
The Equity shares of the Company are listed on the Stock Exchanges viz.
BSE Limited and National Stock Exchange of India Limited.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL)
The Company is committed and dedicated in providing a healthy and
harassment free work environment to every individual of the Company, a work environment
that does not tolerate sexual harassment. The Company highly respect dignity of everyone
involved at our work place, whether they are employees, suppliers or our customers. It
requires all employees to strictly maintain mutual respect and positive attitude towards
each other. The policy is available on the Company's website and the web link thereto
is EKC-Policy-on-prevention of Sexual-Harassment-at- work-place. The Company has complied
with provisions relating to the constitution of Prevention of Sexual Harassment of Women
at Workplace Committee (Internal Complaints Committee), under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Consequent upon
resignation of Ms. Shubhangi Shinde, the Directors at the Board Meeting held on February
12, 2025 reconstituted the Internal Complaints Committee by appointing Ms. Vandana
Rupwate, Senior Executive, Marketing as Chairperson, Ms. Farida Lambay,
Cofounder of Pratham, as External Member from a NonGovernment
Organisation and Mr. Vishal Totla Company Secretary and Compliance Officer as Member of
the Committee. The said Committee looks after all the locations of the Company viz.
Mumbai, Tarapur and Kandla factories of the Company.
Number of complaints pending as on the beginning of the financial year
- Nil.
Number of complaints filed during the financial year- Nil.
Number of complaints pending at the end of the financial year- Nil.
Proceeding under Insolvency and Bankruptcy Code, 2016
There are no proceedings, either filed by the Company or against the
Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the
National Company Law Tribunal or other Courts as on March 31,2025.
Other Disclosures
During the year, there were no transactions requiring disclosure or
reporting in respect of matters relating to:
(a) issue of equity shares with differential voting rights as to
dividend, voting or otherwise;
(b) issue of shares (including sweat equity shares) to employees of the
Company under any scheme;
(c) raising of funds through preferential allotment or qualified
institutional placement;
(d) instance of one-time settlement with any bank or financial
institution.
ACKNOWLEDGEMENT AND APPRECIATION
The Board of Directors express their appreciation for the assistance,
support and co-operation received from the Banks, Government Authorities, Customers,
Vendors and Members during the year under review. The Directors also wish to place on
record their deep sense of appreciation for the committed services by the executives,
staff and workers of the Company globally.
ANNEXURE I
ANNUAL CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES REPORT Annexure
to the Report of the Board of Directors for the Financial Year Ended March 31, 2025
Everest Kanto Cylinder Limited (the Company) positively appreciates the
decision taken by the Government of India with respect to CSR towards the Society at
large. Legal framework of CSR is an edge to Corporate Charitable/Reformative approach
towards the Society to which the Corporate belongs. As per the said policy, all our
efforts are focused towards two goals: to be a responsible and dynamic enterprise towards
the well-being of society and create a value worthwhile for all the stakeholders of our
Company. Our approach is to interweave social responsibility into the Company's mainstream
business functions through translating commitments into policies, which not only drives
all employees but influence and mobilize stakeholders, especially partners and suppliers,
to embrace responsible business practices in their respective spheres of action.
ANNUAL REPORT ON CSR ACTIVITIES:
1. A brief outline of the Company's CSR policy of the Company:
The policy affirms business objectives and strategy along with
commitment of the Company to preserve natural resources and augment the growth and
development of employees and their families, the communities the Company operates in,
suppliers/vendors, and investors of the Company. Through the social policy manual, the
Company seeks to engage with all the stakeholders, using it as a reference or guideline
for all stakeholders and practitioners.
2. The Composition of the CSR Committee:
In accordance with the provisions of Section 135 of the Companies Act,
2013, the Board of Directors of the Company has constituted a CSR Committee. The
Composition of CSR Committee is as under:
Sr. No. Name of the Director |
Designation / Nature of
Directorship |
Number of Meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1. Ms. Uma Acharya |
Chairperson - Non-Executive,
Independent |
3 |
3 |
2. Mr. Puneet Khurana |
Member - Promoter, Executive |
3 |
1 |
3. Mr. Pushkar Khurana |
Member - Promoter, Executive |
3 |
0 |
4. Dr. Vaijayanti Ajit Pandit |
Member - Non-Executive,
Independent |
3 |
3 |
3. Web-link where composition of CSR Committee, CSR Policy and CSR
projects approved by the Board are disclosed on the website of the Company are as under:
0 CSR Committee Composition : EKCL-Committees-of-the-board;
0 CSR Policy : EKC-CSR-Policy;
0 CSR Projects programmes undertaken by the Company : Summary of CSR
Proposal2024-25.xlsx
4. 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. (a) Average net profit of the Company as per Section 135(5): '
16,983 lakhs.
(b) Two percent of average net profit of the Company as per Section
135(5): ' 340 lakhs.
(c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: Nil*.
(d) Amount required to be set-off for the financial year, if any: '
Nil*.
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: ' 340
lakhs.
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project): ' 340 lakhs (including excess of
last year) were spent on projects other than ongoing projects as on
March 31,2025. No ongoing projects were under taken by the Company.
*Balance below rounding off norms.
(b) Amount spent in administrative overheads: Nil.
(c) Amount spent on Impact Assessment, if applicable: Nil.
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: ' 340
lakhs.
(e) CSR amount spent or unspent for the Financial Year: Nil.
(f) Excess amount for set off, if any: Nil*.
Sl. No. Particular |
Amount (' in lakhs) |
(i) Two percent of average net
profit of the company as per Section 135(5) |
340 |
(ii) Total amount spent for the
Financial Year (including excess of last year) |
340 |
(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)]* |
-* |
*Balance below rounding off norms.
7. Details of Unspent CSR amount for the preceding three financial
years:
Sl. No. Preceding
Financial Year |
Amount transferred
to Unspent CSR Account under section 135(6) (' in lakhs) |
Balance Amount in
Unspent CSR Account under Section 135(6) (' in lakhs) |
Amount Spent in the
Financial Year
(' in lakhs) |
Amount transferred
to a Fund as specified under Schedule VII as per second proviso of section 135(5), if any |
Amount remaining to
be spent in succeeding Financial Years (' in lakhs) |
Deficiency, if any |
Amount (' in lakhs) |
Date of transfer |
1. 2023-24 |
Nil |
2. 2022-23 |
3. 2021-22 |
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: No
If yes, enter the number of Capital assets created/acquired: Not
Applicable.
Details relating to such asset(s) so created or acquired through CSR
amount spent in the Financial Year: Not Applicable.
Sl. No. Short
particulars of the property or asset(s) [including complete address and location of the
property] |
Pin code of the
Property or asset(s) |
Date of creation |
Amount of CSR amount
spent |
Details of entity /
Authority / beneficiary of the registered owner |
CSR
Registration Number, if applicable |
Name |
Registered
Address |
|
Nil |
(All the fields should be captured as appearing in the revenue record,
flat no, house no, Municipal Office/Municipal Corporation/Gram panchayat are to be
specified and also the area of the immovable property as well as boundaries).
9. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per Section 135(5): Not applicable.