Your Directors present the 46th Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2025. FINANCIAL RESULTS
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The financial performance of the Company for the year ended March 31, 2025 is summarized below:
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' in lakhs*
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|
Particulars
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Standalone
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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
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11,297
|
10,789
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|
Basic & Diluted Earnings per share Face Value of ' 2 (not annualised) (in '):
|
4.75
|
4.80
|
8.73
|
8.84
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|
*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.
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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:
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Facility
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Amount (' in crores)
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Rating
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Long Term Bank Facilities
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144.00
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Care BBB (Stable)
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Short Term Bank Facilities
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46.00
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Care A2
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Total
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190.00
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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.
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@
|
Indepen
dent
Director
|
13
|
3
|
4
|
|
Mr.
Sudhindra
RaoA
|
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
|
Indepen
dent
Director
|
Nil
|
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Ms. Uma Acharya
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2.29%
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Dr. Vaijayanti Pandit
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2.97%
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Mr. Ramakrishnan Ramanathan
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NA
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Key Managerial Personnel other than Managing Director
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Mr. Sanjiv Kapur
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Chief Financial Officer
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10%
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Mr. Vishal Totla
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Company
Secretary
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10%
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(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.
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.
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