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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Everest Kanto Cylinder Ltd.

Mar 31, 2025

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 COMPANYâS OPERATIONS IN FUTURE

No such orders have been passed by any Regulators or Courts or Tribunals impacting the going concern status and Companyâs 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 Auditorsâ 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.

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 Companyâs 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 Companyâs website and can be accessed at http://www.everestkanto.com / investors / annualreports. The financial statements of the subsidiaries, as required, are available on the Companyâs 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. Stakeholdersâ 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.

COMPANYâS POLICY ON DIRECTORâS 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 âNomination, Remuneration and Evaluation Policyâ 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 Companyâs 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 Companyâs CSR Policy provides guidelines to conduct CSR activities of the Company, which can be accessed at the Companyâs 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 âAnnexure Iâ to the Directorsâ 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 armâs 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 âAnnexure IIâ. 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 Companyâs 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.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section 3 and 5 of Section 134 of the Act, your Companyâs 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 Companyâs 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.

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 âAnnexure INâ 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 âAnnexure IVâ 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 âAnnexure Vâ and forms an integral part of this Report and is also uploaded Companyâs 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 Rao^A		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
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%

(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)

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 Companyâs 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;

(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.

Mar 31, 2024

Your Directors present the 45th Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2024. FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2024 is summarized below:

('' in Lakhs, unless otherwise stated)

Particulars	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	77,151.69	78,965.46	1,22,296.21	1,27,449.09
Other income	672.12	387.12	670.81	544.76
Total Income	77,823.81	79,352.58	1,22,967.02	1,27,993.85
Profit before exceptional items and tax	7,445.69	8,843.89	12,033.68	11,578.48
Profit before tax	7,228.52	9,083.65	11,816.51	9,471.76
Profit after tax	5,385.58	7,204.49	9,760.11	7,589.11
Total Comprehensive Income	5,383.69	7,232.49	10,788.61	10,434.95
Basic & Diluted Earnings per share Face Value of '' 2 (not annualised) (in ''):	4.80	6.42	8.84	6.79

PERFORMANCE REVIEW

Operations of the Company during FY24 continued on similar trends like last year, as the high price of CNG resulted in dampening the spirit of CNG segment of the Company. Inflationary trend in expenses and lower realization has impacted the profitability of the Company during FY24 as compared to last year.

The Company is reviving the earlier held up project of Mundhra unit for enhancing further the manufacturing capacity of cylinders by setting up additional manufacturing lines for small cylinders and composite cylinders which would further enhance the market share of the Company. The revenue stream for the above segment is expected to be functional from FY 2025-26 onwards.

On standalone basis, for the financial year 2023-24, revenue from operations stood slightly lower at '' 77,151.69 Lakhs as compared to '' 78,965.46 Lakhs previous year. Accordingly, Net Profit for the financial year 2023-24 was also lower at '' 5,385.58 Lakhs as compared to '' 7,204.49 Lakhs for financial year 202223.

On consolidated basis, the Company has sold 9,42,420 units during financial year 2023-24 higher than 8,00,874 units sold in the previous year. Revenue for financial year 2023-24 was also lower at '' 1,22,296.21 Lakhs against the previous year''s revenue of '' 1,27,449.09 Lakhs. However, the profit after tax from continuing operations '' 9,760.11 Lakhs for financial year 202324 was higher as compared to '' 7,589.11 Lakhs for financial year 2022-23.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries for the year 2023-24 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (the Act) and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any amendments thereto (LODR 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 31,2024. 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 LODR 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 '' 2,244.15 Lakhs divided into 11,22,07,682 Equity Shares of '' 2/- each.

INTERNAL FINANCIAL CONTROL SYSTEM

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

No such orders have been passed by any Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

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 2023-24, 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 Auditorsâ 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 LODR Regulations, the Company has a Risk Management Committee (RMC) comprising Mr. M. N. Sudhindra Rao (Chairman up to June 2, 2024), Dr. Vaijayanti Pandit, Independent Directors and Mr. Puneet Khurana, Managing Director of the Company. 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 cease to be Chairman and Member of RMC. 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. The RMC frame, implement and monitor the risk management plan of the Company and ensuring 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. During 2023-24, two Meetings were held on July 18, 2023 and December 18, 2023, wherein, the risks and relevant mitigation measures identified for the Company were reviewed and discussed. The gap between the meetings did not exceed 180 days.

CREDIT RATING

During the year, CARE Ratings in respect of the borrowings of the Company was as under:

Facility	Amount ('' in Crore)	Rating
Long Term Bank Facilities	124.00	CARE BBB Stable (Tripple B ; Outlook: Stable)
Short Term Bank Facilities	62.76	CARE A3 (A Three plus)
Total	186.76

SUBSIDIARIES

As on March 31, 2024, the Company has:

(b) four stepdown overseas subsidiary companies (through EKC FZE), viz. EKC Hungary Kft and EKC Europe Gyarto Zrt, in Hungary, EKC Europe GmbH in Germany and EKC Egypt SAE in Egypt; and

The current corporate structure is as under:

	Everest Kanto Cylinder Limited


EKC International FZE (Company) WOS in Dubai (100% Shareholding)		Next Gen Cylinder Private Ltd. (Company) WOS in India (100% Shareholding)		Calcutta Compressions & Liquefaction Engineering Ltd. (Company) WOS in India (100% Shareholding)


	_1_,
EKC Hungary Kft (Company) WOS in Hungary (100% Shareholding)	EKC Europe GmbH (Company) WOS in Germany (100% Shareholding)		EKC Europe Zrt (Company) Joint Venture in Hungary (80% Shareholding)		EKC Egypt (Company) Joint Venture in Egypt (80% Shareholdina)

CP Industries Holdings Inc (Company) WOS in USA (100% Shareholding)

During 2023-24, the Directors of EKC FZE had approved additional investment in its subsidiary, EKC Egypt SAE by purchase of 11,907 shares of 1000 Egyptian Pound (EGP) each (17.01 %) equity shares of EKC Egypt from its joint venture partner in Egypt, Dr. Mohamed Saad Eldin. EKC FZE had paid the purchase consideration to Dr. Saad and initiated the process of transfer of shares, till date of this report the process was under progress and yet to completed. Balance 2.99% shares of EKC Egypt SAE, held by Dr. Saad would be transferred to Mr. Waleed Samir Abdel-Azeem Fouad (1.99%) and Mr. Yehia Ashour (1%) respectively. National Bank of Egypt has approved the project of EKC Egypt sanctioning the bank facilities. The construction of the factory unit was under progress.

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 Companyâs website at EKC-Policy-on-Material-Subsidiary.

As on March 31, 2024 EKC International FZE, a wholly owned subsidiary in Dubai is a material subsidiary of the Company. 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 Companyâs website and can be accessed at http://www.everestkanto.com/ investors/annualreports. The financial statements of the subsidiaries, as required, are available on the Companyâs website under sub-section ''subsidiaries'' of Investors section.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

In accordance with the provisions of Section 152 of the Act, Mr. Pushkar Khurana, Chairman and Executive Director (DIN: 00040489) 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.

The Members had at the 41 st AGM held on September 29, 2020 appointed Mr. Puneet Khurana (DIN: 00004074) as Managing Director of the Company for a term of 5 years with effect from November 14, 2019. 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. Puneet Khurana as Managing Director and Key Managerial Personnel (KMP) of the Company liable to retire by rotation for further period of 5 years commencing from November 14, 2024 on such terms and conditions set out in the Notice of 45th AGM. The approval of the Members through an Ordinary Resolution is being sought at the 45th AGM and forms part of the Notice.

The Members had at the 41 st AGM held on September 29, 2020 appointed Dr. Vaijayanti Pandit (DIN: 07165976) as an Independent Director of the Company to hold office for five consecutive years from March 30, 2020 up to March 29, 2025. She being eligible for reappointment for the second term on the Board of the Company offer herself for the same. Pursuant to the provisions of the Act and based on the recommendation of NRC, the Board recommends, the reappointment of Dr. Vaijayanti Pandit as Independent Director for a second term of three consecutive years (up to she attain the age of 75 years) i.e. from March 30, 2025 up to the close of business hours on January 12, 2028. The approval of the Members through a Special Resolution is being sought at the 45th AGM and forms part of the Notice.

The Members had reappointed Mr. M. N. Sudhindra Rao, Independent Director (DIN: 01820347) for the second term of 5 consecutive years with effect from June 3, 2019 up to the close of business hours on June 2, 2024. Consequent upon completion of his second term Mr. Rao will cease to be Director on the Board

of the Company w.e.f. June 3, 2024. The Directors place on record their sincere appreciation of the valuable guidance and support given by Mr. M. N. Sudhindra Rao during his tenure on the Board.

Consequent upon completion of the second term of five consecutive years of Mr. M. N. Sudhindra Rao as Independent Director of the Company and in compliance of Regulation 17(1)(c) of LODR Regulations, the Directors at the Board Meeting held on May 24, 2024 based on the recommendation of NRC, appointed Mr. Ramakrishnan Ramanathan (DIN: 03394401) as an Additional Director in capacity of Non-Executive and Independent Director on the Board of the Company with effect from June 3, 2024 for a term of five consecutive years, subject to approval of shareholders at the forthcoming AGM. In accordance with the provisions of Section 161(1) of the Act, Mr. Ramakrishnan Ramanathan hold office up to the date of the forthcoming AGM and is eligible for appointment as Director of the Company. Notice under Section 160 of the Act have been received from member proposing the appointment of Mr. Ramakrishnan as Director of the Company. The Special Resolution seeking approval of the Members for appointment of Mr. Ramakrishnan as an Independent Director, including his brief profile form part of the Notice of the 45th AGM of the Company.

The brief resume/details regarding the Directors proposed to be reappointed/appointed as above are furnished in the Notice of 45th AGM.

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 LODR Regulations. In terms of Regulation 25(8) of the LODR 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.

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, six (6) Meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report forming part of Annual Report 2024. 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 LODR Regulations.

COMMITTEE OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination & Remuneration Committee (NRC)

3. Stakeholdersâ 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.

COMPANYâS POLICY ON DIRECTORâS 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 LODR Regulations, the Company has constituted Nomination and Remuneration Committee (NRC) and has formulated âNomination, Remuneration and Evaluation Policyâ 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 Companyâs 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 Companyâs CSR Policy provides guidelines to conduct CSR activities of the Company, which can be accessed at the Companyâs website at the weblink: EKC-CSR-Policy.

During 2023-24, your Company has undertaken some projects/ programs as a part of CSR Initiative in accordance with the CSR Policy and spent '' 392.51 Lakhs towards various CSR activities, in line with the requirements of Section 135 of the Act. The CSR Report for the Financial Year 2023-24 in prescribed form as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, is enclosed as âAnnexure-Iâ to the Directorsâ Report and forms part of the Annual Report 2024.

VIGIL MECHANISM/WHISTLE BLOWER

The Company has formulated and established a robust Vigil Mechanism named Whistle Blower Policy in accordance with the provisions of the Act and LODR 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

During the year 2023-24, pursuant to Section 177 of the Act and Regulation 23 of LODR 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 Companyâs website and web link thereto is EKC-Related-Party-T ransaction-Policy.

ANNUAL EVALUATION

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 15, 2024. 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)

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section 3 and 5 of the Section 134 of the Act, your Companyâs 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 Companyâs internal financial controls were adequate and effective during the financial year 2023-24. 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, 2024, 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, 2024 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

AUDITORS AND AUDIT REPORT

a) Statutory Auditors

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 2023-24 and they have been reappointed as Cost Auditors of the Company for 2024-25. 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 at the ensuing AGM.

c) Secretarial Auditors

The Board of Directors has 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 2023-24. The Report of the Secretarial Auditor in prescribed Form MR-3 is annexed to the Directors Report as âAnnexure IIIâ and does not contain any qualification, reservation or adverse remarks. M/s. Aashish K. Bhatt & Associates have been appointed as the Secretarial Auditor for 2024-25.

d) Branch Auditors

M/s. Arun Arora & Co., Chartered Accountants are the Branch Auditors of the Company for financial year 2023-24. 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

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company for 2023-24 is 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 LODR 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 âAnnexure Vâ and forms an integral part of this Report and is also uploaded Companyâs 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. Your Company endeavors that the conduct of all operations is in such manner so as 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

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 2023-24

Name of the Directors	Desig nation	Remuneration of Directors ('' in Lakhs)	Median Remuneration of Employees ('' in Lakhs)	Ratio of median remuneration
Mr. Pushkar Khurana *	Executive Chairman	54.00	3.00	18
Mr. Puneet Khurana #	Managing Director	304.03	3.00	101
Mr. Ghanshyam Karkera@	Independent Director	12.50	3.00	4
Mr. Sudhindra Rao @	Independent Director	11.90	3.00	4
Dr. Vaijayanti Pandit @	Independent Director	10.10	3.00	3
Ms. Uma Acharya @	Independent Director	13.10	3.00	4

* Commission of '' 54 Lakhs payable to Mr. Pushkar Khurana, Executive Chairman of the Company for FY 2023-24.

# Comprises commission of '' 54 Lakhs payable to Mr. Puneet Khurana, Managing Director of the Company forF.Y. 2023-24.

@ 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 Director for F. Y. 2023-24.

b) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2023-24

Name of the Directors	Designation	% increase in remuneration in financial year
Executive Directors:
Mr. Pushkar Khurana*	Executive- Chairman	NA
Mr. Puneet Khurana	Managing Director	Nil
Non-Executive Independent Directors:
Mr. M. N. Sudhindra Rao	Independent Director	Nil
Mr. Ghanshyam Karkera	Independent Director	5.04%
Dr. Vaijayanti Pandit	Independent Director	9.78%
Mrs. Uma Acharya	Independent Director	4.80%
Key Managerial Personnel other than Managing Director
Mr. Sanjiv Kapur	Chief Financial Officer	7.50%
Mr. Vishal Totla (w.e.f. May 15, 2023)	Company Secretary	NA
*Mr. Pushkar Khurana was not drawing any remuneration up to 2021-22.

c) Percentage increase in the median remuneration of employees in the financial year 2023-24: 6%.

d) Number of permanent employees on the rolls of Company: 651.

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 2023-24 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

(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.

(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

Remune

ration

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

304.03

Full Time

B.Com, MBA, International Business

14-11-2019

9.15%

Mr. Pushkar Khurana Executive Chairman

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. We highly respect dignity of everyone involved at our work place, whether they are employees, suppliers or our customers. We require all employees to strictly maintain mutual respect and positive attitude towards each other. The said policy is available on the Companyâs website and the web link thereto is EKC-Policy-on-Sexual-Harassment-at-work-place. The Company has complied with provisions relating to the constitution 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. The Directors at the Board Meeting held on March 15, 2024 reconstituted the Sexual Harassment of Women at Workplace Committee of the Company by appointing Ms. Shubhangi Shinde, Sr. VP-Accounts and Finance as Chairperson, Ms. Farida Lambay, Cofounder of Pratham, as External Member from a Non-Government 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.

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

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;

(d) instance of one-time settlement with any bank or financial institution.

ACKNOWLEDGEMENT AND APPRECIATION

For and on behalf of the Board

Pushkar Khurana

Chairman & Executive Director DIN: 00040489

Dubai

May 24, 2024

Mar 31, 2023

The Directors are pleased to present the 44^th Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2023.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2023 is summarized below:

(Rs. in Lakhs, unless otherwise stated)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Continuing Operations
Revenue from operations	78,965.46	1,26,781.61	1,27,449.09	1,69,882.81
Other income	387.12	1,065.48	544.76	1,360.88
Total Income	79,352.58	1,27,847.09	1,27,993.85	1,71,243.69
Profit before exceptional items and tax	8,843.89	34,048.48	11,578.48	35,989.00
Profit before tax from continuing operations	9,083.65	33,504.77	9,471.76	37,136.56
Profit after tax from continuing operations	7,204.49	22,817.07	7,589.11	26,452.92
Discontinued Operations
Profit / (Loss) from discontinued operations before tax	-	-	-	62.00
Profit from discontinued operations after tax	-	-	-	62.00
Profit after tax from total operations	7,204.49	22,817.07	7,589.11	26,514.92
Total Comprehensive Income	7,232.49	22,811.16	10,434.95	27,809.64
Earnings per share (not annualised) (in ''):
Basic & diluted earnings per share (face value of '' 2/- each)
(i) Continuing operations	6.42	20.34	6.79	23.58
(ii) Discontinuing operations	-	-	-	0.06
(iii) Total operations	6.42	20.34	6.79	23.64

PERFORMANCE REVIEW

Performance of the Company during FY23, was lower as compared to last year. Frequent increase in CNG gas prices resulted in decline in consumption of CNG and therefore, significantly impacted the demand for CNG cylinders, primarily in the commercial vehicle (CV) segment. However, the industrial segment of the Company helped in offsetting the decline and supported the performance.

On standalone basis, for the financial year 2022-23, revenue from operations stood lower at '' 78,965.46 Lakhs as compared to '' 1,26,781.61 Lakhs previous year. Accordingly, Net Profit for financial year 2022-23 was also lower at '' 7,204.49 Lakhs as compared to '' 22,817.07 Lakhs last year.

On consolidated basis, the Company sold 8,00,874 units during financial year 2022-23 as compared to 11,03,620 units in the previous year. Revenue for financial year 2022-23 stood at '' 1,27,449.09 Lakhs against the previous year''s revenues of '' 1,69,882.81 Lakhs. Net profit after tax from continuing

operations '' 7,589.11 Lakhs for financial year 2022-23 was lower against '' 26,452.92 Lakhs for financial year 2021-22.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries for the year 2022-23 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (the Act) and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any amendments thereto (âhereinafter referred to as LODR Regulationsâ), as well as in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. Further, as per Section 129 of the Act and IND AS-27 on Consolidated and Separate Financial Statements, the Audited Consolidated Financial Statements together with Auditorsâ Report thereon forms part of this Annual Report.

DIVIDEND

Keeping in view the risks and returns associated with the business and expected increase in the scalability of operations of the Company, 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 31,2023. The dividend would result in a cash outflow of '' 785 Lakhs.

DIVIDEND DISTRIBUTION POLICY

TRANSFER TO RESERVES

During the year under review, the Company does not propose to transfer any amount to reserves.

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.

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 Statutory as well as Internal Auditors. The audit observations, if any, on internal financial controls are periodically reported to the

Audit Committee for review. The Auditors Report also includes their reporting on IFCs over Financial Reporting.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

No such orders have been passed by any Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

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 2022-23, 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 of LODR Regulations, the Corporate Governance Report along with the Secretarial Auditorsâ Certificate thereon forms part of the Annual Report.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Act and Regulation 21 of LODR Regulations, the Company has a Risk Management Committee (RMC) comprising Mr. M. N. Sudhindra Rao (Chairman), Dr. Vaijayanti Pandit, Independent Directors and Mr. Puneet Khurana, Managing Director of the Company. The RMC frame, implement and monitor the risk management plan of the Company and is responsible for monitoring and reviewing the risk management plan and ensuring 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. During 2022-23, three Meetings were held on August 9, 2022, February 1, 2023 and February 8, 2023, wherein, the risks and relevant mitigation measures identified for the Company were reviewed and discussed.

CREDIT RATING FROM CARE RATINGS

During the year, CARE Ratings in respect of the borrowings of the Company was as under:

Facility	Amount C in Crore)	Rating
Long Term Bank Facilities	134.00	CARE A- Stable (Single A Minus; Outlook: Stable)
Short Term Bank Facilities	75.55	CARE A2 (A Two)
Total	209.55

SUBSIDIARIES

As on March 31, 2023, the Company has (a) one wholly owned overseas subsidiary company, viz., EKC International FZE in Dubai, UAE, (b) three stepdown wholly owned overseas subsidiary companies, viz. EKC Hungary Kft in Hungary, CP Industries Holdings, Inc. in USA and EKC Europe GmbH in Germany (c) two stepdown subsidiaries i.e EKC Europe zrt. and EKC Egypt SAE and (d) Two wholly owned Indian subsidiary Companies viz., Calcutta Compressions & Liquefaction Engineering Ltd and Next Gen Cylinder Private Limited.

During 2022-23, EKC International FZE, Wholly Owned Subsidiary of the Company had entered into a Joint Venture Agreement with Dr. Mohamed Saad Eldin on April 19, 2022 to establish a CNG cylinder manufacturing facility for Middle East and North Africa Region. Therefore, incorporated a subsidiary in the name of EKC Egypt SAE in Egypt on November 13, 2022 with 80% shareholding of EKC International FZE.

The Company had registered the dissolution process of its Wholly Owned Subsidiary (WOS), EKC Industries (Thailand) Co. Limited with the Ministry of Commence, Thailand on August 20, 2021. The liquidation process was completed on December 20, 2022 consequent upon which EKC Industries (Thailand) Co. Limited ceased to be a WOS of the Company.

As on March 31, 2023 EKC International FZE, a wholly owned subsidiary in Dubai is a material subsidiary of the Company.

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 Companyâs website and can be accessed at http://www.everestkanto.com/ investors/annualreports. The financial statements of the subsidiaries, as required, are available on the Companyâs website under sub-section ''subsidiaries'' of Investors section.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

In accordance with the provisions of Section 152 of the Act Mr. Pushkar Khurana, Executive Director (DIN: 00040489) retire by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting (AGM) and forms part of the Notice.

The Members had at the 40th AGM held on September 30, 2019 appointed Mr. Ghanshyam Karkera (DIN: 00001829) as an Independent Director of the Company to hold office for five consecutive years from October 30, 2018 up to October 29, 2023. Pursuant to the provisions of the Act and based on the recommendation of Nomination & Remuneration Committee (NRC), the Board recommends, the re-appointment of Mr. Ghanshyam Karkera as Independent Director for a second term of five consecutive years from October 30, 2023 up to October 29, 2028. The approval of the Members through a Special Resolution is being sought at the 44^th AGM and forms part of the Notice.

The brief resume / details regarding the Directors proposed to be appointed / re-appointed as above are furnished in the Notice of 44^th AGM.

During the year under review, Ms. Reena Shah, Company Secretary & Compliance Officer of the Company had resigned from the services of the Company with effect from closing of business hours on November 23, 2022. The Board has based on the recommendation of NRC, appointed Mr. Vishal Totla as the Company Secretary & Compliance Officer of the Company with effect from May 15, 2023.

As on the date of this report, Mr. Puneet Khurana, Managing Director, Mr. Sanjiv Kapur, Chief Financial Officer and Mr. Vishal Totla, Company Secretary & Compliance Officer of the Company 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 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 LODR Regulations. In terms of Regulation 25(8) of the LODR 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, four (4) Meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report that forms part of this Report. 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 LODR Regulations.

COMMITTEE OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination & Remuneration Committee (NRC)

3. Stakeholdersâ Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their composition, number of Meetings and attendance at the Meetings are provided in the Corporate Governance Report.

COMPANYâS POLICY ON DIRECTORâS 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 LODR Regulations, the Company has constituted NRC and has formulated âNomination and Remuneration Policyâ 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 and Remuneration policy and the same is available at the Companyâs website under the web link https://everestkanto.com/wp-content/ uploads/201 8/12/Policy-Nomination-Remuneration-Evaluation.pdf.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companyâs CSR Policy provides guidelines to conduct CSR activities of the Company, which can be accessed at the Companyâs website at https://everestkanto.com/wp-content/ uploads/2023/08/EKC CSR-Policy.pdf.

During 2022-23, your Company has undertaken some projects/ programs as a part of CSR Initiative in accordance with the CSR Policy and spent '' 347.62 Lakhs towards various CSR activities, in line with the requirements of Section 135 of the Act. The CSR Report for the Financial Year 2022-23 in prescribed form as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, is enclosed as âAnnexure-Iâ to the Directorsâ Report and forms part of the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER

The Company has formulated and established a robust Vigil Mechanism named Whistle Blower Policy in accordance with the provisions of the Act and LODR Regulations to deal with the instances of fraud and mismanagement and to enable Directors and Employees to report genuine concerns about unethical behavior, 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 https:// everestkanto.com/wp-content/uploads/201 8/12/Vigil-Mechanism-Policy.pdf.

TRANSACTIONS WITH RELATED PARTIES

No Related Party Transactions (RPTs) were entered into by the Company during the financial year, which attracted the provisions of Section 188 of the Act. There being no âMaterialâ RPTs / contracts / arrangements as defined under Regulation 23 of the LODR Regulations, hence there are no details to be disclosed in Form AOC-2 in that regard. All RPTs are mentioned in the notes to accounts which sets out related party disclosures.

During the year 2022-23, pursuant to Section 177 of the Act and Regulation 23 of LODR 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 Companyâs website and web link thereto is https://everestkanto.com/wp-content/uploads/2022/02/Related-Partv-Transaction-Policv.pdf.

ANNUAL EVALUATION

Pursuant to the provisions of the Act and LODR Regulations and based on policy devised by the committee, 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 also carried out by the Independent Directors of the Company through separate meeting on March 29, 2023 and shared with NRC/ Board.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 (SS-1) AND SECRETARIAL STANDARD - 2 (SS-2)

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section 3 and 5 of the Section 134 of the Act, your Companyâs 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 and external agencies, the reviews performed by the Audit Committee and representations received from the Management, are of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2022-23. 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, 2023, 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, 2023 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

AUDITORS AND AUDIT REPORTa) Statutory Auditors

At the 39th AGM held on September 29, 2018 the Members of the Company had approved the reappointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N) as Statutory Auditors of the Company for a second term of five years to hold office from the conclusion of 39th AGM until the conclusion of 44th AGM to be held in the year 2023, to examine and audit the

accounts of the Company for five consecutive financial years from 2018-19 to 2022-23. There are no qualifications, adverse remarks, reservations or disclaimer made by Walker Chandiok & Co LLP, Statutory Auditors, in their report for the financial year ended March 31, 2023.

Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, based on the recommendation of Audit Committee, it is proposed to appoint M/s. Suresh Surana & Associates LLP, (SSA) Chartered Accountants(Firm Registration No. 121750W/W-100010) 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). SSA have, pursuant to Section 139 of the Act, furnished a certificate regarding their eligibility of appointment.

Resolution seeking approval of Members for appointment of SSA as Statutory Auditors along with details as per Regulation 36(5) of LODR Regulations regarding the proposed remuneration, basis of recommendation of appointment, reason for material change in remuneration, credentials of SSA forms part of the Notice of 44th AGM of the Company.

b) Branch Auditors

The Board of Directors of the Company at their Meeting held on February 8, 2023 re-appointed M/s. Arun Arora & Co., Chartered Accountants as Branch Auditors of the Company for financial year 2022-23. The Company has received a letter from M/s. Arun Arora & Co. to the effect that their re-appointment, if made, for the financial year 202223, would be within the limits prescribed under Section 141 (3)(g) of the Act and that they are not disqualified for re-appointment within the meaning of Section 141 of the Act. There is no qualification, reservation or adverse remark made by them.

c) Cost Auditors

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 at the ensuing AGM.

d) Secretarial Auditors

The Board of Directors has re-appointed 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 2022-23. The Report of the Secretarial Auditor in prescribed Form MR-3 is annexed to the Directors Report

as âAnnexure IIâ and does not contain any qualification, reservation or adverse remarks. M/s. Aashish K. Bhatt & Associates have been reappointed as the Secretarial Auditor for 2023-24.

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

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company for 2022-23 is 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 LODR 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 âAnnexure IVâ and forms an integral part of this Report and is also uploaded Companyâs 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. Your Company endeavors that the conduct of all operations is in such manner so as 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

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 2022-23

Name of the Directors	Desig nation	Remuneration of Directors ('' in Lakhs)	Median Remuneration of Employees ('' in Lakhs)	Ratio of median remuneration
Mr. Pushkar Khurana *	Executive Chairman	97.05	2.78	34.86
Mr. Puneet Khurana #	Managing Director	356.00	2.78	127.87
Mr. Ghanshyam Karkera @	Independent Director	11.90	2.78	4.27
Mr. Sudhindra Rao @	Independent Director	12.20	2.78	4.38
Dr. Vaijayanti Pandit @	Independent Director	9.20	2.78	3.30
Ms. Uma Acharya @	Independent Director	12.50	2.78	4.49

* Commission of '' 97.05 Lakhs was paid to Mr. Pushkar Khurana, Executive Chairman of the Company for FY 2022-23 in June 2023.

# Comprises commission of '' 97.05 Lakhs paid to Mr. Puneet Khurana, Managing Director of the Company forF.Y. 2022-23 in June 2023.

@ Remuneration comprises sitting fees for attending the Meetings of the Board of Directors and of the Committees thereof and commission of '' 5 Lakhs paid in June 2023 to each Independent Director for F. Y. 2022-23.

b) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2022-23

Name of the Directors	Designation	% increase in remuneration in financial year
Executive Directors:
Mr. Pushkar Khurana*	Executive- Chairman	NA
Mr. Puneet Khurana	Managing Director	Nil
Non-Executive Independent Directors:
Mr. M. N. Sudhindra Rao	Independent Director	19.61%
Mr. Ghanshyam Karkera	Independent Director	19.00%
Dr. Vaijayanti Pandit	Independent Director	12.20%
Mrs. Uma Acharya	Independent Director	20.19%
Key Managerial Personnel other than Managing Director
Mr. Sanjiv Kapur	Chief Financial Officer	Nil
Ms. Reena Shah (upto Nov. 2022)	Company Secretary	Nil

c) Percentage increase in the median remuneration of employees in the financial year 2022-23: 6.79%.

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

629.

The average percentile increases in the salaries of employees other than the managerial personnel in the financial year 2022-23 is at 7% 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.

(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.

The details are mentioned in the table no. (i) Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

Remune

ration

received

('' in Lakhs)

Nature of

employment,

whether

contractual

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 subrule (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

358.95

Full Time

B.Com, MBA, International Business

14.11.2019

N.A.

9.15%

Mr. Pushkar Khurana Executive Chairman

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 has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

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;

(d) instance of one-time settlement with any bank or financial institution.

ACKNOWLEDGEMENT AND APPRECIATION

Mar 31, 2018

Dear Shareholders,

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

FINANCIAL RESULTS

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

(Rs. in Lakhs, unless otherwise stated)

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Continuing Operations
Revenue from operations	32,622.94	26,886.58	54,245.54	58,872.02
Other income	1,750.48	706.39	1,560.77	630.41
Total Income	34,373.42	27,592.97	55,806.31	59,502.43
Profit before Finance Cost, Depreciation & Exceptional Items	6,680.55	4,735.56	9,807.93	8,112.57
Less:
- Finance costs	2,668.23	3,637.62	3,472.54	4,436.25
- Depreciation and amortisation	1,268.55	1,475.08	3,181.80	3,448.15
Profit / (Loss) before exceptional items and tax	2,743.77	(377.14)	3,153.59	228.17
Exceptional items (net)	(967.83)	7,527.19	32.17	9,571.06
Profit before tax from continuing operations	1,775.94	7,150.05	3,185.76	9,799.23
Tax expense
- Current tax	465.00	-	455.90	15.30
- Deferred tax	5.90	2.43	5.91	2.00
Profit after tax from continuing operations	1,305.04	7,147.62	2,723.95	9,781.93
Discontinued Operations
Profit / (Loss) from discontinued operations before tax	-	-	(344.36)	(1,957.00)
Tax expense of discontinued operations	-	-	-	-
Profit / (Loss) from discontinued operations after tax	-	-	(344.36)	(1,957.00)
Profit / (Loss) after tax from total operations	1,305.04	7,147.62	2,379.59	7,824.93
Other comprehensive income
(a) Items that will not be reclassified to profit and loss	57.00	0.44	57.00	-
(b) Tax (expense) / benefit on items that will not be reclassified to profit and loss	(12.86)	6.07	(12.86)	5.64
(a) Items that will be reclassified to profit and loss	-	-	(206.84)	(435.07)
(b) Tax expense / (benefit) on items that will be reclassified to profit and loss	-	-	-	-
Total other comprehensive income (net of tax)	44.14	6.51	(162.70)	(429.43)
Total Comprehensive Income	1,349.18	7,154.13	2,216.89	7,395.50
Net Profit for the period attributable to:
- Equity shareholders of the Company	-	-	2,336.50	7,833.34
- Non controlling interests	-	-	43.09	(8.41)

(Rs. in Lakhs, unless otherwise stated)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Total Comprehensive Income for the period attributable to:
- Equity shareholders of the Company	-	-	2,173.80	7,403.91
- Non controlling interests	-	-	43.09	(8.41)
Retained Earnings: Balance brought forward from the previous year	(19,591.42)	(26,734.44)	7,760.03	(68.71)
Net profit for the year	1,305.04	7,147.62	2,336.50	7,833.34
Other Comprehensive Income	44.14	6.51	(162.70)	(429.43)
Adjustments to OCI for Foreign Currency Translation	-	-	206.84	435.07
Adjustments to OCI for FVOCI Equity	(55.12)	(11.11)	(55.13)	(10.24)
Retained Earnings carried forward	(18,297.36)	(19,591.42)	10,085.54	7,760.03
Earnings per share (not annualised) (in ''):
Basic & diluted earnings per share
(i) Continuing operations	1.16	6.37	2.39	8.72
(ii) Discontinuing operations	-	-	(0.31)	(1.74)
(iii) Total operations	1.16	6.37	2.08	6.98

PERFORMANCE REVIEW

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SHARE CAPITAL STRUCTURE

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

INTERNAL FINANCIAL CONTROL SYSTEM

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DETAILS OF FRAUD REPORTED BY AUDITORS

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

SIGNIFICANT DEVELOPMENTS DURING THE YEAR

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

DIVIDEND

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

TRANSFER TO RESERVES

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

CREDIT RATING FROM CARE RATINGS

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

Sr. No.	Facility	Amount (Rs. in Crore)	Rating	Remarks
1	Long term fund based bank facilities (Term Loan)	84.99	CARE BB, Positive [Double B, Outlook:Positive]	Revised from CARE B
2	Long term fund based bank facilities	8.50	CARE BB, Positive [Double B, Outlook: Positive]	Revised from CARE B
3	Long term fund based bank facilities (Cash Credit)	81.00	CARE BB, Positive [Double B, Outlook: Positive]	Revised from CARE B
4	Short term bank facilities (Non Fund Based)	54.92	CARE A4 [A Four Plus]	Revised from CARE A4
Total		229.41 (Two Hundred Twenty Nine Crore and Forty One lakhs only)

DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

MATERIAL CHANGES AND COMMITMENTS

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

SUBSIDIARIES

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs) RETIREMENT BY ROTATION

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

APPOINTMENT AND CESSATION OF KMP

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

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

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

INDEPENDENT DIRECTOR DECLARATION

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

NUMBER OF BOARD MEETINGS DURING THE YEAR

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

NOMINATION AND REMUNERATION POLICY

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

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

BOARD EVALUATION

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

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

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

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

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

SECRETARIAL STANDARD

The Directors declared that applicable Secretarial Standard i.e SS1 and SS2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively, has been duly followed.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

ii) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit and loss of the Company for the period ended on that date;

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

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

v) The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

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

AUDIT COMMITTEE

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

AUDITORS

a) STATUTORY AUDITORS

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

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

b) BRANCH AUDITORS

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

c) COST AUDITORS

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

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

d) SECRETARIAL AUDITORS

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

STATUTORY AUDITORâS QUALIFICATIONSâ EXPLANATION

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

SECRETARIAL AUDITORâS QUALIFICATIONâS EXPLANATION

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

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

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

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

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

TRANSACTIONS WITH RELATED PARTIES

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

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

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

CORPORATE GOVERNANCE

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

RISK MANAGEMENT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES

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

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

Name of Directors	Designation	Remuneration of Directors*	Median remuneration of Employees (Rs.)	Ratio to median remuneration
Mr. P.K. Khurana	Chairman & Managing Director	Nil	235,525	Nil
Mr. Pushkar Khurana	Non-Executive Director	Nil	235,525	Nil
Mr. Mohan Jayakar	Independent Director	90,500	235,525	0.38
Mr. Sudhindra Rao	Independent Director	170,500	235,525	0.72
Ms. Uma Acharya	Independent Director	170,500	235,525	0.72

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

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

Director, Chief Financial Officer, Chief Executive Officer and Company Secretary	Designation	% increase in remuneration in financial year
Mr. P. K. Khurana	Chairman & Managing Director	0.0%
Mr. Pushkar Khurana	Non-Executive Director	0.0%
Mr. Mohan Jayakar	Independent Director	(35.36%)
Mr. Sudhindra Rao	Independent Director	(5.28%)
Ms. Uma Acharya	Independent Director	21.79%
Mr. Kishore Thakkar #	Chief Financial Officer	0.0%
Mr. Dinesh Bhalotia*	Chief Financial Officer	Not Applicable
Mr. Puneet Khurana	Chief Executive Officer	67.00%
Mr. Alok Bodas** (upto March 8, 2018)	Company Secretary	0.0%

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

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

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

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

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

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

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

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

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

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

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

Nil

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

Nil

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

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

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

Number of complaints filed during the financial year- Nil

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

LISTING OF SECURITIES

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

ACKNOWLEDGEMENT AND APPRECIATION

For and on behalf of the Board

P.K. Khurana

Chairman & Managing Director

Place: Mumbai

Date: August 13, 2018

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 36th Annual Report and the Audited Accounts for the financial year ended March 31, 2015. FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2015 is summarized below:

(Rs. in Lakh)

Particulars Standalone

2014-15 2013-14

Sales 19,720.60 22,137.65

Less: Excise Duty 2,015.28 2,126.27

Total Sales 17,705.32 20,011.38

Profit before Finance Charges, Depreciation, Provision for Doubtful Debts, Foreign Exchange Variation (net), Exceptional Items and Tax (775.34) (1,717.04)

Less:

- Finance Charges 5,010.54 4,855.59

- Depreciation 1,715.10 2,241.81

Profit before Foreign Exchange Variation, Exceptional Items and Taxation (7,500.98) (8,814.44)

Provision for Doubtful Debts 185.32 -

Foreign Exchange Variation - Gain / (Loss) (248.32) (18.78)

Profit before Exceptional Items and Taxation (7,934.62) (8,833.22)

Exceptional Items (1,980.00) -

Profit before Tax (9,914.62) (8,833.22)

(Less) / Add: Provision for Taxation

- Current Tax - -

- Deferred Tax - -

Profit for the year (9,913.09) (8,833.22)

Add: Prior period adjustments and Tax adjustments of earlier years (Net) - (1.53)

Net Profit (9,913.09) (8,833.22)

Transitional adjustment on account of Schedule II to Companies Act, 2013 (100.88) - (101.07)

Balance Brought Forward from Previous Years (6,366.07) 2,467.15

Balance Available for Appropriation (16,380.04) (6,366.07)

Appropriation:

Proposed Dividend - -

Provision for Dividend Tax - -

Transfer to Reserves - -

Balance Carried Forward (16,380.04) (6,366.07)

Basic and Diluted Earnings Per Share (9.25) (8.24) of ' 2 each

Particulars Consolidated

2014-15 2013-14

Sales 48,877.25 50,694.86

Less: Excise Duty 2,015.28 2,126.27

Total Sales 46,861.97 48,568.59

Profit before Finance Charges, Depreciation, Provision for Doubtful Debts, Foreign Exchange Variation (net), Exceptional Items and Tax 963.85 (1,769.82)

Less:

- Finance Charges 5,700.17 5,600.09

- Depreciation 7,054.95 6,829.90

Profit before Foreign Exchange Variation, Exceptional Items and Taxation (11,791.27) (14,199.81)

Provision for Doubtful Debts 2,197.39 1.34

Foreign Exchange Variation - Gain / (Loss) (241.80) 396.89

Profit before Exceptional Items and Taxation (9,835.68) (13,801.58)

Exceptional Items - -

Profit before Tax (9,835.68)~ (13,801.58)

(Less) / Add: Provision for Taxation

- Current Tax 1.00 20.51

- Deferred Tax (62.90) (5.89)

Profit for the year (9,773.78) (13,816.20)

Add: Prior period adjustments and Tax adjustments of earlier years (Net) (1.53) -

Net Profit (9,772.25) (13,816.20)

Transitional adjustment on account of Schedule II to Companies Act, 2013 (100.88) -

Balance Brought Forward from Previous Years 5,985.86 19,802.06

Balance Available for Appropriation (3,887.46) 5,985.86

Appropriation:

Proposed Dividend - -

Provision for Dividend Tax - -

Transfer to Reserves - -

Balance Carried Forward (3,887.46) 5,985.86

Basic and Diluted Earnings Per Share (9.12) (12.89) of ' 2 each

PERFORMANCE REVIEW

During the financial year 2014-15, there being no improvement in the economies, business conditions and environment, the demand and operations remained, like in the preceding three years, under stress across most business geographies and segments. Resultantly, the topline witnessed de-growth, with concomitant impact on the bottomline. The Finance Charges continued to remain a major contributor to the Net Loss during the financial year.

On standalone basis, for the financial year 2014-15, revenues at Rs. 19,720.60 Lakhs were lower by around 10.92% over the previous year's revenues of Rs. 22,137.65 Lakhs and Net Loss at Rs. 9,913.09 Lakhs saw increase by around 10.89% over the previous year's Net Loss of Rs. 8,833.22 Lakhs. The Net Loss for the financial year 2014-15 includes provision of Rs. 1,980.00 Lakhs made in respect of the value of the investments in two subsidiary companies. On consolidated basis, revenues for financial year 2014-15 at Rs. 48,877.25 Lakhs were lower by around 3.59% over the previous year's revenues of Rs. 50,694.86 Lakh and Net Loss at Rs. 9,772.25 Lakhs saw a decrease by around 29.27% over the previous year's Net Loss of Rs. 13,816.20 Lakhs.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129 of Companies Act, 2013 and the Accounting Standard AS-21 on Consolidated Financial Statements, the Audited Consolidated Financial Statements are provided in the Annual Report. As a significant part of the Company's business is conducted through its subsidiaries, the Directors believe that the consolidated accounts provide a more accurate representation of the performance of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls with reference to the financial statements which result in timely preparation of financial statements that provide true and fair view of the financial results and financial position. The Internal Financial Controls are being followed and adhered to.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2014-15, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DIVIDEND

The Directors have not proposed any dividend for the financial year in view of the loss during the year and absence of accumulated profits.

CREDIT RATING FROM CARE RATINGS

In respect of the borrowings of the Company, CARE Ratings have, during the year, downgraded the Long Term and Short Term Ratings, as under:

Sr Amount N0 Facility (Rs. in Rating Remarks Crore)

1. Long Term fund 295.17 CARE D Revised from based bank [Single D] CARE BB facilities (Term Loan) [Double B Plus]

2. Long Term fund 150.19 CARE C Revised from based bank facilities [Single C] CARE BB [Double B Plus]

3. Short Term Bank 60.92 CARE A4 Revised from Facilities [A Four] CARE A4 (Non Fund Based) [A Four Plus]

Total 506.28

DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013

The details of deposits falling under Chapter V of Companies Act, 2013 are as under:

Particulars Numbers Amount (Rs.)

As at the beginning of the year 2 368,190

Accepted during the year - -

Repaid / Settled during the year 2 368,190

As at the close of the year - -

No. of cases where default on repayment of deposits or interest thereon has been committed - -

No. of Deposits which are not in compliance with requirements of Chapter V of Companies Act, 2013 - -

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the Report.

SUBSIDIARIES

As on 31 st March, 2015, the Company had (a) three wholly owned overseas subsidiary companies, viz., EKC International FZE in Dubai, UAE, EKC Industries (Tianjin) Co. Ltd. in China and EKC Industries (Thailand) Co. Ltd. in Thailand, (b) three step down wholly owned overseas subsidiary companies, viz. EKC Hungary Kft in Hungary, CP Industries Holdings, Inc. in USA, EKC Europe GmbH in Germany and (c) one Indian subsidiary Company viz., Calcutta Compressions & Liquefaction Engineering Ltd.

During the year, there were no new subsidiaries and no Company which was a subsidiary as at the beginning of the year, ceased to be so.

The Current Corporate Structure is as under:

As provided for in section 129(3) of Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiaries in the prescribed Form AOC-1 is attached to the financial statements of the Company. The financial statements and the related information of the subsidiaries will be made available to any shareholder of the Company and of the subsidiaries who may be interested in obtaining the same at any point of time, and are also available at the Registered Offices of the Company and the subsidiary companies for inspection by any shareholder of the Company and of the subsidiaries. The Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

The financial results of the subsidiaries Company are uploaded on the website of the Company and the weblink thereto is http:// www.everestkanto.com/financialResults.aspx.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of section 152 of Companies Act, 2013 and Article 137 of Article of Association of the Company, Mr. Puneet Khurana, Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment as a Director, liable to retire by rotation at the ensuing Annual General Meeting. Brief Profile of Mr. Puneet Khurana is provided in the Report of Corporate Governance forming part of the Annual Report.

Mrs. Suman Khurana was appointed as an Additional Director of the Company on February 10, 2015 and has resigned as a Director of the Company on August 11, 2015.

Mrs. Uma Acharya was appointed as an Additional (Independent) Director of the Company on May 26, 2015 and holds office till the date of the Annual General Meeting. The Company has received a notice in writing from a Member, along with the requisite deposit, proposing the candidature of Mrs. Uma Acharya, as an Independent Director of the Company. Mrs. Uma Acharya has offered her candidature for appointment as an Independent Director, not liable to retire by rotation. Brief profile of Mrs. Uma Acharya is provided in the Report of Corporate Governance forming the part of Annual Report.

Mr. M. N. Sudhindra Rao was appointed as an Additional (Independent) Director of the Company on August 11, 2015 and holds office till the date of the Annual General Meeting. The Company has received a notice in writing from a Member, along with the requisite deposit, proposing the candidature of Mr. M. N. Sudhindra Rao, as an Independent Director of the Company. Mr. M. N. Sudhindra Rao has offered his candidature for appointment as an Independent Director, not liable to retire by rotation. Brief profile of Mr. M. N. Sudhindra Rao is provided in the Report of Corporate Governance forming the part of Annual Report.

Mr. Krishen Dev, Mr. Naresh Oberoi and Mr. Mohan Jayakar were appointed as Independent Directors under section 149 of the Companies Act, 2013, during the year. As Mr. Vyomesh Shah was not appointed as an Independent Director under section 149 of Companies Act, 2013, due to his pecuniary relationship with the Company during the two immediately preceding financial years and during the current financial year, his tenure as a Director of the Company ceased on March 31, 2015.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Agreements.

Ms. Kanika Sharma resigned as the Company Secretary with the effect from 27th February, 2015.

NUMBER OF BOARD MEETINGS DURING THE YEAR

During the year, six meetings of the Board of Directors were held on May 27, 2014, August 12, 2014, November 11, 2014, February 10, 2015, February 21, 2015 and March 14, 2015.

NOMINATION, REMUNERATION AND EVALUATION POLICY

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of Companies Act, 2013 has been specified in Nomination, Remuneration and Evaluation Policy approved by the Board. The Policy has been posted on the Company's website and the weblink thereto is http:// www.everestkanto.com/policies.html.

BOARD EVALUATION

The Board of Directors has adopted a Nomination, Remuneration and Evaluation Policy which, inter alia, provides for the manner in which annual evaluation will be made by the Board of its own performance and that of its Committees and individual Directors. The Independent Directors in their separate meeting held during the year evaluated the non-Independent Directors based on the criteria provided in the Policy. The Board of Directors in its meetings during the year and subsequent thereto evaluated its own performance and that of the Independent Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March, 2015 and of the profit and loss of the company for the period ended on that date;

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

iv) the Directors have prepared the annual accounts on a going concern basis;

v) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

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

AUDIT COMMITTEE

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

AUDITORS

At the Annual General Meeting held in the year 2014, M/s. Walker . & Co LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that Annual General Meeting till the conclusion of the fourth consecutive Annual General Meeting to be held in the year 2018, subject to ratification by the shareholders at every Annual General Meeting. Accordingly, their appointment will be put up for ratification by the shareholders at the ensuing Annual General Meeting.

M/s. Arun Arora & Co., Chartered Accountants, Branch Auditors, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. Arun Arora & Co. to the effect that their re-appointment, if made, from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting, would be within the limits prescribed under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

COST AUDITORS

The Board of Directors has appointed Mr. Vinayak B. Kulkarni, Cost Accountant, (Membership No. 28559) as the Cost Auditor under section 148 of the Companies Act, 2013, for conducting audit of cost records for the financial year 2014-15. The Cost Auditor will submit his Report to the Board for its review and examination, which will then be filed with the Central Government within the prescribed time.

On the recommendation of the Audit Committee, the Board of Directors has appointed Mr. Vinayak B. Kulkarni, Cost Accountant, (Membership No. 28559) as the Cost Auditor of the Company for the financial year 2015-16 on a remuneration recommended by the Audit Committee. As required under the Act, the remuneration will be put up for ratification by the members at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

The Board of Directors has appointed Aashish K. Bhatt & Associates, Practicing Company Secretaries, as the Secretarial Auditor under section 204 of the Companies Act, 2013, for conducting Secretarial Audit for the financial year 2014-15. The Report of the Secretarial Auditor forms part of this Report as Annexure 1.

STATUTORY AUDITOR'S QUALIFICATIONS' EXPLANATION

As regards the qualification by the Auditors in their Report on the Standalone accounts regarding the provision of Rs. 15.00 Crore made by the Company towards the diminution in the value of the investment of Rs. 69.25 Crores by the Company in its subsidiary in China, namely, EKC Industries (Tianjin) Company Limited, as against significant accumulated losses of the subsidiary and substantial erosion of its net worth as on March 31,2015, on the basis that in the absence of sufficient appropriate evidence, they are unable to comment upon the carrying value of the investment and the consequential impact, if any, on the accompanying financial statements, the Board of Directors is of the view, on holistic consideration and assessment of the relevant factors, such as, the long term nature of the investment, future business prospects in the markets in which the subsidiary operates, expected appreciation in the fair value of the assets of the subsidiary, etc., the provision of Rs. 15.00 Crore made by the Company is sufficient.

As regards the delay in transferring of the amount of Rs. 0.66 lakhs required to be transferred by the Company by 8th August, 2014 to the Investor Education and Protection Fund, the same happened due to oversight. The amount has since then been transferred on 28th May, 2015.

SECRETARIAL AUDITOR'S QUALIFICATION'S EXPLANATION

As regards the delay in transferring of the amount of Rs. 0.66 lakhs required to be transferred by the Company by 8th August, 2014 to the Investor Education and Protection Fund, the same happened due to oversight. The amount has since then been transferred on 28th May, 2015.

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

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

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with the related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Information on the transactions with the related parties under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 3 in Form AOC-2 and forms the part of this Report.

All compliances with Related Party Transactions as provided in the Companies Act, 2013 and Listing Agreements have been done.

The policy on Related Party Transaction framed under Listing Agreements is available on Company's website and the weblink thereto is http://www.everestkanto.com/policies.html.

CORPORATE GOVERNANCE

The Company is committed to achieving and maintaining the highest standards of Corporate Governance and places high emphasis on business ethics. Pursuant to Clause 49 of the Listing Agreements, the Report on Corporate Governance and the Certificate from a Practising Company Secretary on the Report as stipulated under Clause 49 of the Listing Agreements form part of the Annual Report.

RISK MANAGEMENT

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

CORPORATE SOCIAL RESPONSIBILITY

As the provisions of section 135 of Companies Act, 2013 dealing with Corporate Social Responsibility are not applicable to the Company during the financial year, the Company has not laid down any policy on Corporate Social Responsibility.

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES

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

(a) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15:

Median Ratio to Name of Designation Remuneration remuneration median Directors of Directors of Employees remuneration

Mr. P. K. Chairman Nil 1,87,902 - Khurana & Managing Director

Mrs. Suman Non-Executive 20,000 1,87,902 0.11 Khurana** Additional Director

Mr. Pushkar Non-Executive Nil 1,87,902 - Khurana Director

Mr. Puneet Non-Executive Nil 1,87,902 - Khurana Director

Mr. Krishen Independent 1,80,000 1,87,902 0.96 Dev Director

Mr. Mohan Independent 1,10,000 1,87,902 0.59 Jayakar Director

Mr. Naresh Independent 1,80,000 1,87,902 0.96 Oberoi Director

Mr. Vyomesh Independent 30,000 1,87,902 0.16 Shah Director

* Remuneration to directors during the financial year (and also in the previous financial year) comprises solely of sitting fees for attending the meetings of Board of Directors and of the Committees thereof

** Mrs. Suman Khurana was appointed as Director on February 10, 2015.

(b) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2014-15:

Director, Chief % increase Financial Officer, in Chief Executive Designation remuneration Officer and in financial Company Secretary year

Mr. P K. Khurana Chairman & Managing Director 0.00

Mrs. Suman Khurana* Non-Executive Additional Director 100.00

Mr. Pushkar Khurana Non-Executive Director 0.00

Mr. Puneet Khurana Non-Executive Director 0.00

Mr. Krishen Dev Independent Director 28.57

Mr. Mohan Jayakar Independent Director 120.00

Mr. Naresh Oberoi Independent Director 100.00

Mr. Vyomesh Shah Independent Director 0.00

Mr. Vipin Chandok Chief Financial Officer 6.88

Ms. Kanika Sharma** Company Secretary 9.87

* Mrs. Suman Khurana was appointed as Director on February 10, 2015.

** Ms. Kanika Sharma has resigned as the Company Secretary with the effect from February 27, 2015 .

(c) Percentage increase in the median remuneration of employees in the financial year 2014-15: 9.97%.

(d) Number of permanent employees on the rolls of Company: 372.

(e) Explanation on the relationship between average increase in remuneration and Company performance:

Particulars Amount

Increase in Remuneration in financial year 2014-15 (Rs. in Lakhs) 39.68

Increase / (Decrease) in Revenue (Rs. in Lakhs) (2,417.05)

Increase in Remuneration as % of Increase / (Decrease) in Revenue *Not Meaningful

Increase / (Decrease) in Profit before tax (PBT) (Rs. in Lakhs) (1,081.40)

Increase in Remuneration as % of Increase / (Decrease) in PBT *Not Meaningful

* Due to the Decrease in Remuneration and Decrease in Profit before Tax in FY 2014-15, the percentage comparison is not meaningful.

(f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Particulars Amount

Aggregate remuneration of Key Managerial Personnel (KMP) in 51.97 financial year 2014-15 (Rs. in Lakhs)

Revenue (Rs. in Lakhs) 19,720.60

Remuneration of KMP (as % of revenue) 0.26

Profit before tax (PBT) (Rs. in Lakhs) (9,914.62)

Remuneration of KMP (as % of PBT) *Not Meaningful

* In the view of negative profit before tax (PBT).

(g) Variation in the Market Capitalization of the Company and Price Earning Ratio:

Particulars At the beginning At the end of the year of the year - April 1, 2014 - March 31, 2015

Market Capitalization

NSE (Rs. in Lakhs) 17,573.86 9,965.66

BSE (Rs. in Lakhs) 17,573.86 9,944.23

Price Earning Ratio *Not Meaningful *Not Meaningful

* As the EPS of the Company is negative at the beginning of and at the end of the financial year ended March 31, 2015, the Price Earning Ratio of the Company cannot be ascertained.

(h) Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

Particulars March 31, IPO* Adjusted % 2015 IPO** Change

Market Price (BSE) Rs. 9.28 Rs. 160 Rs. 32 (71.00)

Market Price (NSE) Rs. 9.30 Rs.160 Rs. 32 (70.94)

* Face value of Rs. 10/- per share.

** Face value of Rs. 2/- per share after share split.

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

The average percentile increase in the salaries of employees other than the managerial personnel in the financial year 2014-15 is 4.28% whereas the percentile increase in the managerial remuneration* during the year is 40.54%.

* The managerial remuneration comprises solely of the sitting fees paid to the Directors for attending the meeting of the Board of Directors and of the Committees thereof.

(j) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

Particulars Mr. P. K. Mr. Vipin Mrs. Kanika Khurana, Chandok, Sharma, Managing Chief Financial Company Director Officer Secretary

Remuneration in FY 2014-15 (Rs.in Lakhs) Nil 40.40 11.58

Revenue (Rs.in Lakhs) 19,720.60 19,720.60 19,720.60

Remuneration as % of revenue - 0.20 0.06

Profit before tax (PBT) (Rs. in Lakhs) (9,914.62) (9,914.62) (9,914.62)

Remuneration as *Not *Not % of PBT - Meaningful Meaningful

* In the view of negative profit before tax (PBT)

(k) Ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

The remuneration of the two highest paid Directors during the financial year 2014-15 is ' 180,000 each (being sitting fees only). As there are 190 employees who are not directors but received remuneration during financial year 2014-15 in excess of Rs. 180,000, the individual ratio in respect of each such employee is not provided herein. However, the ratio of the remuneration of the two highest paid directors to the average remuneration of these 190 employees is 0.48.

(l) 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.

(m) Name of employee of Company, who were employed throughout the financial year or for part of year, was in receipt of remuneration for that year which, in the aggregate, was not less than Sixty Lakh Rupees per financial year or Five Lakh Rupees per month:

None.

(n) 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:

None

DISCLOSURE REQUIREMENTS

Following policies are posted on the website of the Company and weblink thereto is http://www.everestkanto.com/policies.html.

i. Policy on Related Party Transactions

ii. Policy on Material Subsidiaries

iii. Policy on Board Diversity

iv. Policy on Nomination, Remuneration & Evaluation

v. Code of Conduct for Directors & Senior Management

vi. Vigil Mechanism

On the SEBI (Prohibition of Insider Trading) Regulations, 2015 coming into effect on May 15, 2015, the Company has adopted the Policies on Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices and Policies, which have been posted on the website of the Company and the weblink thereto is http://www.everestkanto.com/policies.html.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors would like to express their appreciation for the assistance, support and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company globally.

For and on behalf of the Board

P. K. Khurana Mumbai Chairman & Managing Director August 11, 2015 DIN: 00004050

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 35th Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2014 is summarized below:

(Rs. in Lakh)

Particulars Standalone Consolidated

2013-14 2012-13 2013-14 2012-13

Sales 22,137.65 26,770.20 50,694.86 55,849.48

Less: Excise Duty 2,126.27 2,711.19 2,126.27 2,711.19

Total Sales 20,011.38 24,059.01 48,568.59 53,138.29

Profit before Finance Charges, Depreciation, Provision for Doubtful Debts, Foreign Exchange Variation (net) and Tax (1,717.04) 718.15 (1,769.82) 3,533.17

Less:

- Finance Charges 4,855.59 3,318.72 5,600.09 3,817.90

- Depreciation 2,241.81 2,254.32 6,829.90 6,963.06

Profit before Foreign Exchange Variation and Taxation (8,814.44) (4854.89> (14,199.81)(7,247.79)

Provision for Doubtful Debts - - 1.34 (4,026.74)

Foreign Exchange Variation - Gain / (Loss) (18.78) (985.56) 396.89 (1,027.99)

Profit before Tax (8,833.22) (5,840.45)(13,801.58>(12,302.52)

(Less) / Add: Provision for Taxation

- Current Tax - - 20.51 -

- Deferred Tax - 1,121.08 (5.89) 839.74

Profit for the year (8,833.22) (4,719.37) (13,816.20)(13,142.26)

Add: Prior period adjustments and Tax adjustments of earlier years (net) - 30.37 - 39.04

Net Profit (8,833.22) (4,749.74) (13,816.20)(13,181.30)

Balance Brought Forward from Previous Years 2,467.15 7,467.63 19,802.06 33,234.10

Balance Available for Appropriation (6,366.07) 2,717.89 5,985.86 20,052.80 Appropriation:

Proposed Dividend - 214.32 - 214.32

Provision for Dividend Tax - 36.42 - 36.42

Balance Carried Forward (6,366.07) 2,467.15 5,985.86 19,802.06

Basic and Diluted Earnings Per Share of Rs. 2 each (8.24) (4.43) (12.89) (12.30)

PERFORMANCE REVIEW

During the financial year 2013-14, the business environment and conditions continued, like past couple of years, to remain difficult and challenging, impacting the topline as well as the bottom line, across business segments and geographies. The subdued performance of Indian economy in general as well as its particular segments of importance to your Company''s business, namely, automotive, industrial and gas segments further slowed down the demand and put pressure on the margins.

On standalone basis, for FY2013-14, revenues at Rs. 20,011.38 Lakh were lower by around 17% over the previous year''s revenues of Rs. 24,059.01 Lakh and Net Loss at Rs. 8,833.22 Lakh saw increase by around 86% over the previous year''s net loss of Rs. 4,749.74 Lakh. On consolidated basis, revenues at Rs. 48,568.59 Lakh were lower by around 9% over the previous year''s revenues of Rs. 53,138.29 Lakh and Net Loss at Rs. 13,816.20 Lakh saw increase by around 5% over the previous year''s net loss of Rs. 13,181.30 Lakh.

DIVIDEND

The Directors have not proposed any dividend for the financial year in view of the loss during the year and inadequacy of accumulated profits.

SUBSIDIARIES

As on March 31, 2014, the Company had (a) three wholly owned overseas subsidiary companies, viz., EKC International FZE in Dubai, UAE, EKC Industries (Tianjin) Co. Ltd. in China and EKC Industries (Thailand) Co. Ltd. in Thailand (b) three step down wholly owned overseas subsidiary companies, viz. EKC Hungary Kft in Hungary, CP Industries Holdings, Inc. in USA and EKC Europe GmbH in Germany and (c) one Indian subsidiary Company viz., Calcutta Compressions & Liquefaction Engineering Ltd.

The Current Corporate Structure is as under:

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs, Government of India vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. Accordingly, the Board of Directors of the Company has decided to avail of the exemption. As required under the circular, a Statement containing the brief financial details of the subsidiaries for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts and the related detailed information of the subsidiaries will be made available to any shareholder of the Company and of the subsidiaries who may be interested in obtaining the same at any point of time, and are also available at the registered offices of the Company and the subsidiary companies for inspection by any shareholder of the Company and of the subsidiaries. The Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

DIRECTORS

Mr. Gurdeep Singh, an Independent and Non-Executive Director of your Company, resigned from the Board of Directors with effect from August 16, 2013 on account of personal commitments.

Mr. Varun Bery, a Non-Independent and Non-Executive Director of your Company resigned from the Board of Directors with effect from August 27, 2013 as TVG India Investment Holdings Limited, a shareholder of your Company who he was representing, withdrew his nomination.

TVG India Investment Holdings Limited nominated Mr. Hon Cheong Lam in place of Mr. Varun Bery as a Director on the Board of Directors of the Company from August 27, 2013. Pursuant to Section 260 of the Companies Act, 1956 [corresponding to Section 161(1) of the Companies Act, 2013] and Article 125 of the Articles of Association of the Company, Mr. Hon Cheong Lam was appointed as an Additional Director of your Company. Mr. Hon Cheong Lam has since resigned on May 20, 2014 from the Board of Directors of the Company.

The Independent Directors of the Company, namely, Mr. Mohan Jayakar, Mr. Naresh Oberoi, Mr. Vyomesh Shah and Mr. Krishen Dev were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors is of the opinion that Independent Directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolutions pursuant to which they were appointed. Therefore, it stands to reason that only those Independent Directors, namely Mr. Mohan Jayakar and Mr. Naresh Oberoi, who will complete their present terms at the ensuing Annual General Meeting, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term of upto March 31, 2019.

The two Independent Directors, namely Mr. Krishen Dev and Mr. Vyomesh Shah, who do not complete their term at the ensuing Annual General Meeting, will continue to hold office till the expiry of their term (based on retirement period calculation) and thereafter would be eligible for re-appointment for a fixed term in accordance with the Companies Act, 2013 and the amended Listing Agreement.

Brief resume of the Directors proposed to be re-appointed and the nature of their expertise in specific functional areas and the names of public limited companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

CREDIT RATING FROM CRISIL

In respect of the borrowings of your Company, CARE has, during the year, provided the Long Term and Short Term ratings, as under:

(a) Long Term Rating:

Date of Rating / Re-Rating Rating

May 21, 2013 (Initial) CARE BBB- March 4, 2014 From CARE BBB- to CARE BB

(b) Short Term Rating:

Date of Rating / Re-Rating Rating

May 21, 2013 (Initial) CARE A3

March 4, 2014 From CARE A3 to CARE A4

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at

March 31, 2014 and of the profit of the Company for the year 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the Audited Consolidated Financial Statements are provided in the Annual Report. As a significant part of the Company''s business is conducted through its subsidiaries, the Directors believe that the consolidated accounts provide a more accurate representation of the performance of the Company.

AUDITORS

M/s. Walker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors, (formely Walker, Chandiok & Co.) and M/s. Arun Arora & Co., Chartered Accountants, Branch Auditors, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. Walker Chandiok & Co LLP, to the effect that their re-appointment, if made, from the conclusion of the ensuing Annual General Meeting until the conclusion of the fourth consecutive Annual General Meeting of the Company, to be held thereafter, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

The Company has received a letter from M/s. Arun Arora & Co. to the effect that their re-appointment, if made, from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting, would be within the limits prescribed under Section 143 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

COST AUDITORS

The Board of Directors has appointed M/s. Vinayak B. Kulkarni, Cost Accountant, as the Cost Auditor under section 233B of the Companies Act, 1956, for conducting cost audit for the financial year 2013-14. The Cost Auditor will submit his Report to the Board for approval, which will then be filed with the Central Government before September 30, 2014.

On the recommendation of the Audit Committee, the Board of Directors has appointed M/s. V. R. & Associates, Cost Accountant, (Firm Registration No. 000516) (formely M/s. Vinayak B. Kulkarni,

Cost Accountant) as the Cost Auditors of the Company for the financial year 2014-15 under the provisions of the Companies Act, 2013. As required under the Act, the remuneration shall be determined by the members at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

The Company is committed to achieving and maintaining the highest standards of Corporate Governance and places high emphasis on business ethics. Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and the Report on Corporate Governance form part of the Annual Report.

The requisite Certificate from a practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 also forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the particulars of employees are set out in annexure to this Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided as an Annexure to this Report.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors would like to express their appreciation for the assistance, support and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company globally.

For and on behalf of the Board

Mumbai P. K. Khurana

May 27, 2014 Chairman & Managing Director

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 34th Annual Report and the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2013 is summarized below:

(Rs.in Lakh)

Particulars Standalone Consolidated 2012-13 2011-12 2012-13 2011-12

Sales 26,770.20 33,106.08 55,849.48 69,548.56

Less: Excise Duty 2,711.19 2,600.92 2,711.19 2,600.92

Total Sales 24,059.01 30,505.16 53,138.29 66,947.64

Profit before Finance Charges, Depreciation, Provision for

Doubtful Debts, Foreign Exchange Variation (net) and Tax 718.15 4,715.84 3,533.17 10,511.81

Less: - Finance Charges 3,318.72 1,255.96 3,817.90 1,777.72

- Depreciation 2,254.32 2,387.10 6,963.06 6,680.77

Profit before Foreign Exchange Variation and Taxation (4,854.89) 1,072.78 (7,247.79) 2,053.32

Provision for Doubtful Debts (4,026.74) (151.27)

Foreign Exchange Variation Gain / (Loss) (985.56) (3,060.58) (1,027.99) (2,747.00)

Profit before Tax (5,840.45) (1,987.80) (12,302.52) (844.95) (Less) /

Add: Provision for Taxation

Current Tax (2.09)

- Deferred Tax / Credit (1,121.08) (266.15) 839.74 (815.66)

Profit for the year (4,719.37) (1,721.65) (13,142.26) (31.38)

Add: Prior period adjustments and Tax adjustments of earlier years (net) 30.37 (500.00) 39.04 (500.00)

Net Profit (4,749.74) (1,221.65) (13,181.30) 468.62

Minority Interest Loss Absorbed (69.49) (37.70)

Balance Brought Forward from Previous Years 7,467.63 9,000.63 33,234.10 33,114.53

Balance Available for Appropriation 2,717.89 7,778.98 19,983.31 33,545.45

Appropriation:

Proposed Dividend 214.32 267.89 214.32 267.89

Provision for Dividend Tax 36.42 43.46 36.42 43.46

Balance Carried Forward 2,467.15 7,467.63 19,732.57 33,234.10

Basic and Diluted Earnings Per Share of Rs. 2 each (4.43) (1.14) (12.30) 0.44

PERFORMANCE REVIEW

The financial year 2012-13 continued to witness difficult and competitive business scenario and conditions across all business segments and geographies of the Company, in tune with the gradual slow-down of the Indian economy, quarter on quarter, in general, and the automobile sector in particular, resulting in lower sales and margins of the Company on standalone basis. The subsidiaries of the Company operating in different geographies across the globe witnessed similar situation and conditions due to various factors impacting each of them. The persistent depreciation during the year of the Indian Rupee vis-Ã -vis the US Dollars too added to losses during the first half of the financial year.

On standalone basis, for FY 2012-13, revenues at Rs. 24059.01 Lakh were lower by around 21% over the previous year''s revenues of Rs. 30,505.16 Lakh and Net Loss at Rs. (4,749.74) Lakh was increase by around 289% over the previous year''s net profit of Rs. (1,221.65) Lakh. On consolidated basis, revenues at Rs. 53,138.29 Lakh were lower by around 21% over the previous year''s revenues of Rs. 66,947.64 Lakh and Net Loss at Rs. (13,182.30) Lakh was increase by around 2913% over the previous year''s net profit of Rs. 468.62 Lakh. The Standalone Net Loss is after considering Foreign Currency Loss of Rs. 985.56 Lakh and the Consolidated Net Profit is after considering Foreign Currency Losses of Rs. 1,027.99 Lakh and Provision for Doubtful Debts of Rs. 4,026.74 Lakh.

DIVIDEND

The Directors have recommended a dividend of Rs. 0.20 per Equity Share of Rs. 2 each (10%) (last year Rs. 0.25 per Equity Share) for the financial year ended March 31, 2013, amounting to Rs. 250.74 Lakh (inclusive of dividend tax of Rs. 36.42 Lakh).

FINANCE

The Foreign Currency Convertible Bonds (FCCBs), having principal value of US$ 35 Million, that were issued by the Company in 2007 fell due in October 2012. On maturity of the bonds, as per the terms of the issue thereof, the Company redeemed the FCCBs in full with premium of US$ 14.98 Million. The redemption of the FCCBs was entirely financed from long term loan from a bank.

SUBSIDIARIES

As on March 31, 2013, the Company had (a) three wholly owned overseas subsidiary companies, viz., EKC International FZE in Dubai, UAE, EKC Industries (Tianjin) Co. Ltd. in China and EKC

Industries (Thailand) Co. Ltd. in Thailand, (b) three step down wholly owned overseas subsidiary companies, viz. EKC Hungary Kft in Hungary, CP Industries Holdings, Inc. in USA, EKC Europe GmbH in Germany and (c) one Indian subsidiary Company viz., Calcutta Compressions & Liquefaction Engineering Ltd.

The Current Corporate Structure is as under:

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs, Government of India vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. Accordingly, the Board of Directors of the Company has decided to avail of the exemption. As required under the circular, a Statement containing the brief financial details of the subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. The annual accounts of the subsidiaries and the related detailed information will be made available to any shareholder of the Company and of the subsidiaries who may be interested in obtaining the same at any point of time and are also available at the registered office of the Company and that of the respective subsidiary companies for inspection by any shareholder of the Company and of the subsidiaries. The Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

DIRECTORS

Mr. Puneet Khurana, on moving to China to look after the day to day operations of EKC Industries (Tianjin) Company Limited, resigned as the Whole-Time Director of the Company with effect from September 30, 2012. He continues as a Non-Executive Director of the Company.

Mr. P. M. Samvatsar, Whole-Time Director of the Company, on account of personal commitments, resigned from the Board of Directors of the Company w.e.f. March 1, 2013.

As per the provisions of Article 137 of the Articles of Association of the Company, Mr. Pushkar Khurana and Mr. Varun Bery retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment as Directors at the ensuing Annual General Meeting. The Board of Directors recommends their re-appointment by the shareholders at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorships and memberships / chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

CREDIT RATING FROM CRISIL

In respect of the borrowings of the Company, CRISIL has, during the year, revised the Long Term and Short Term ratings, as under:

(a) Long Term Rating:

Date of Revision Rating from Rating to

May 10, 2012 Crisil A / Stable Crisil A / Stable

August 29, 2012 Crisil A / Stable Crisil BBB / Negative

October 1, 2012 Crisil BBB / Negative Crisil BBB- / Negative

November 19, 2012 Crisil BBB- / Negative Crisil BBB- / Stable

(b) Short Term Rating:

Date of Revision Rating from Rating to

May 10, 2012 Reaffirmation as Crisil A1

August 29, 2012 Crisil A1 Crisil A2

October 1, 2012 Crisil A2 Crisil A3

November 19, 2012 Reaffirmation as Crisil A3

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the Audited Consolidated Financial Statements are provided in the Annual Report. As a significant part of the Company''s business is conducted through its subsidiaries, the Directors believe that the consolidated accounts provide a more accurate representation of the performance of the Company.

AUDITORS

M/s Dalal & Shah, Chartered Accountants, Statutory Auditors, and M/s Arun Arora & Co., Chartered Accountants, Branch Auditors, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

M/s. Dalal & Shah have intimated that they would not seek reappointment as the statutory auditors at the ensuing Annual General Meeting. It is proposed to appoint M/s. Walker, Chandiok & Co., Chartered Accountants, as the statutory auditors in their place. The Company has received a letter from Walker, Chandiok & Co., to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Company has received a letter from M/s. Arun Arora & Co. to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

COST AUDITORS

The Company has appointed Mr. Vinayak B. Kulkarni, Cost Accountants, as Cost Auditors under section 233B of the Companies Act, 1956, for conducting cost audit for the financial year 2013-14. The Cost Auditors have submitted their Cost Audit Report for the financial year 2011-2012, which has also been filed with Central Government on February 26, 2013.

CORPORATE GOVERNANCE

The Company is committed to achieving and maintaining the highest standards of Corporate Governance and places high emphasis on business ethics. Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and the Report on Corporate Governance form part of the Annual Report.

The requisite Certificate from a practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 also forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the particulars of employees are set out in annexure to this Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid

information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided as an Annexure to this Report.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors would like to express their appreciation for the assistance, support and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company globally.

For and on behalf of the Board

Mumbai P.K. Khurana

May 30, 2013 Chairman & Managing Director

Mar 31, 2012

The Directors are pleased to presents the 33rd Annual Report and the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2012 is summarized below:

(Rs in Lakh)

Particulars Standalone Consolidated

2011-12 2010-11 2011-12 2010-11

Sales 33,106.08 39,993.83 69,548.56 79,997.92 Less: Excise Duty 2,600.92 2,523.50 2,600.92 2,523.50

Total Sales 30,505.16 37,470.33 66,947.64 77,474.42 Profit before Finance Charges, Depreciation,

Foreign Exchange Variation 4,715.84 6,190.12 10,360.54 14,402.24 Less:

- Finance Charges 1,255.96 314.84 1,777.72 822.72

- Depreciation 2,387.10 2,419.02 6,680.77 6,389.29

Profit before Foreign Exchange Variation and Taxation 1,072.78 3,456.26 1,902.05 7,190.23

Foreign Exchange Variation - Gain / (Loss) (3,060.58) 91.46 (2,747.00) 268.02

Profit before Tax (1,987.80) 3,547.72 (844.95) 7,458.25

(Less) / Add: Provision for Taxation

- Current Tax - - (1,330.00) (2.09) (1,330.00)

- Deferred Tax 266.15 28.33 815.66 892.66

Profit for the year (1,721.65) 2,246.05 (31.38) 7,020.91

Add: Prior period adjustments and Tax adjustments of earlier years (net) (500.00) 5.70 (500.00) 5.70

Minority Interest - - - 24.45

Net Profit (1,221.65) 2,251.75 468.62 7,051.06

Balance brought forward from previous year 9,000.63 9,707.17 33,114.53 29,021.76

Balance Available for appropriation 7,778.98 11,958.92 33,583.15 36,072.82 Appropriations

Proposed Dividend 267.89 1,607.37 267.89 1,607.37

Provision for Dividend Tax 43.46 266.96 43.46 266.96

Dividend and Dividend Tax for the year 2009-10 - 83.96 - 83.96

Transfer to General Reserve - 1,000.00 - 1,000.00

Balance carried forward 7,467.63 9,000.63 33,271.80 33,114.53 Basic and Diluted earnings per share of

Rs2 each before excess depreciation* (1.14) 2.13 0.44 6.66

* Calculated on weighted average number of shares.

PERFORMANCE REVIEW

The financial year 2011-12 turned out to be a difficult year for some segments and geographies of the group, especially from the second quarter. The situation was compounded by the sudden and sharp depreciation of the Rupee against the US Dollar and the adverse geo-political situation in some of the relevant markets.

On consolidated basis for financial year 2011-12, revenues at Rs 66,947.64 Lakhs were lower by around 13.59% over the previous year's revenues of Rs 77,474.42 Lakhs. Net profit at Rs 468.62 Lakhs was lower by around 93.35% over the previous year's net profit of Rs 7,051.06 Lakhs. During the year, the consolidated sales volume of cylinders was 743,271 numbers as against 884,339 numbers in the previous year. The Standalone Net Loss is after considering Foreign Currency Loss of Rs 3,060.58 Lakhs and the Consolidated Net Profit is after considering Foreign Currency Losses of Rs 2,747 Lakhs mainly incurred by Everest Kanto Cylinder Limited.

DIVIDEND

Your Directors have recommended a dividend of Rs 0.25 per Equity Share of Rs 2 each (12.50%) (last year Rs 1.50 per Equity Share) for the financial year ended March 31, 2012, amounting to Rs 311.35 Lakhs (inclusive of dividend tax of Rs 43.46 Lakhs).

SUBSIDIARIES

During the year EKC International FZE, a wholly owned subsidiary of the Company, set up a wholly owned subsidiary in Germany, EKC Europe GmbH. The German subsidiary will be engaged in technology development and in marketing of the products of the other group companies in Europe. Mr. Pushkar Khurana, Non- Executive Director of the Company and Managing Director of EKC International FZE has been appointed as the Managing Director of EKC Europe GmbH.

As on March 31, 2012, the Company had three wholly owned overseas subsidiary companies, viz., EKC International FZE in Dubai, UAE, EKC Industries (Tianjin) Co. Ltd. in China and EKC Industries (Thailand) Co. Ltd. in Thailand and three step down wholly owned overseas subsidiary companies, viz. EKC Hungary of in Hungary, CP Industries Holdings, Inc. in USA, EKC Europe GmbH in Germany and one Indian subsidiary Company viz., Calcutta Compressions & Liquefaction Engineering Ltd.

The Current Corporate Structure is as under:

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs, Government of India vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. Accordingly, the Board of Directors of the Company has decided to avail of the exemption. As required under the circular, a Statement containing the brief financial details of the subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of the subsidiaries and the related detailed information will be made available to any shareholder of the Company and of the subsidiaries who may be interested in obtaining the same at any point of time and are also available at the registered office of the Company and that of the respective subsidiary companies for inspection by any shareholder of the Company and of the subsidiaries. The Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

DIRECTORS

Mr. Akash Mehta who had been appointed as an alternate Director to Mr. Varun Bery w.e.f. January 31, 2011 ceased to be an alternate Director to Mr. Varun Bery w.e.f. May 13, 2011.

Mr. Hon Cheong Lam has been appointed as an alternate director to Mr. Varun Bery w.e.f. May 27, 2011 also ceased to be an alternate director to Mr. Varun Bery w.e.f. August 7, 2011.

Mr. Shailesh Haribhakti, Independent Director of the Company, on account of professional commitments and pre-occupation with his firms, has resigned from the Board of Directors May 30, 2012.

As per the provisions of Article 137 of the Articles of Association of the Company, Mr. Krishen Dev, Mr. Puneet Khurana and Mr. P.M. Samvatsar, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting. The Board of Directors recommends their re-appointment by the shareholders at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

CREDIT RATING FROM CRISIL

In respect of the borrowings programme of the Company, CRISIL has revised the Long Term rating to "CRISIL A/ Stable" from "CRISIL A /Stable" and has reaffirmed (retained) the Short Term rating as "CRISIL A1".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a "going concern"basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report. As a significant part of your Company's business is conducted through its subsidiaries, your Directors believe that the consolidated accounts provide a more accurate representation of the performance of your Company.

AUDITORS

M/s. Dalal & Shah, Chartered Accountants, Statutory Auditors, and M/s. Arun Arora & Co., Chartered Accountants, Branch Auditors hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. Dalal & Shah and M/s. Arun Arora & Co. to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

CORPORATE GOVERNANCE

Your Company is committed to achieving and maintaining the highest standards of Corporate Governance and places high emphasis on business ethics. Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, M/s. Dalal & Shah, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the particulars of employees are set out in annexure to this Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided as an Annexure to this Report.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to express their appreciation for the assistance, support and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company globally.

For and on behalf of the Board

Mumbai P.K. Khurana

May 29, 2012 Chairman & Managing Director

Mar 31, 2011

The Directors are pleased to present the 32nd Annual Report and the audited accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended 31st March, 2011 is summarized below:

(Rs. in Lac)

Particulars Standalone Consolidated 2010-11 2009-10 2010-11 2009-10

Sales 39,993.83 37,166.69 79,997.92 67,225.43

Less: Excise Duty 2,364.41 2,260.18 2,364.41 2,260.18

Total Sales 37,629.42 34,906.51 77,633.51 64,965.25

Profit before Finance Charges, Depreciation, Foreign Exchange Variation (net) and Tax 6,192.62 2,660.23 14,404.74 6,419.16

Less:

- Finance Charges 314.84 312.20 822.72 1,135.39

- Depreciation 2,419.02 1,429.00 6,389.29 5,688.34

Profit before Foreign Exchange Variation (net) and Taxation 3,458.76 919.03 7,192.73 (404.57)

Foreign Exchange Variation Ã Gain (net) 91.46 2,434.99 268.02 2,235.03

Profit before Tax 3,550.22 3,354.02 7,460.75 1,830.46 (Less) / Add: Provision for Taxation - Current Tax (1,330.00) (580.00) (1,330.00) (580.00)

- Deferred Tax 28.33 (627.13) 892.66 33.86

- Wealth Tax (2.50) (2.00) (2.50) (2.00)

Profit for the year 2,246.05 2,144.89 7,020.91 1,282.32

Add: Prior period adjustments and Tax adjustments of earlier years (net) 5.70 1,903.90 5.70 2,860.41

Minority Interest Ã Ã 24.45 8.32

Net Profit 2,251.75 4,048.79 7,051.06 4,151.05

Balance brought forward from previous year 9,707.17 8,073.88 29,021.76 27,286.21

Balance Available for appropriation 11,958.92 12,122.67 36,072.82 31,437.26 Appropriations

Proposed Dividend 1,607.37 1,213.89 1,607.37 1,213.89

Provision for Dividend Tax 266.96 201.61 266.96 201.61

Dividend and Dividend Tax for the year 2009-10 83.96 Ã 83.96 Ã

Transfer to General Reserve 1,000.00 1,000.00 1,000.00 1,000.00

Balance carried forward 9,000.63 9,707.17 33,114.53 29,021.76

Basic and Diluted earnings per share of Rs. 2 each before excess depreciation* 2.13 2.04 6.66 1.19

Basic and Diluted earnings per share of Rs. 2 each after excess depreciation* 2.13 4.00 6.66 4.10

* Calculated on weighted average number of shares.

PERFORMANCE REVIEW

Financial Year 2010-11 marked a strong resurgence in volume and demand growth post the financial crisis. The Company has registered a strong broad based sequential growth across all key markets and customer segments.

On consolidated basis for FY 2010-11, revenues at Rs. 77,634 Lac were higher by around 20% over the previous years revenues of Rs. 64,965 Lac. Net profit at Rs. 7,051 Lac was higher by around 70% over the previous years net profit of Rs. 4,151 Lac. During the year, the total consolidated sales volume of cylinders increased to 884,339 nos. as against 687,212 nos. in the previous year.

This was achieved mainly on account of overall improvement in sales volume, increase in sales of high value added products and continuing efforts to control costs and improve profitability. The growth in international business also contributed towards the overall profitability of the Company.

DIVIDEND

Your Directors have recommended a dividend of Rs. 1.50 per Equity Share (last year Rs. 1.20 per Equity Share) for the financial year ended 31st March, 2011, amounting to Rs. 1,874.33 Lac (inclusive of dividend tax of Rs. 266.96 Lac).

The dividend payout for the year under review has been formulated in accordance with the Companys policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

PREFERENTIAL ALLOTMENT OF EQUITY SHARES

Pursuant to the approval accorded by the members at the Extraordinary General Meeting held on 19th June, 2010, your Company had raised Rs. 81 crores by allotting 6,000,000 equity shares to 2 schemes of Reliance Mutual Fund on a preferential basis at Rs. 135/- per equity share (including a premium of Rs. 133/- per share) on 19th June, 2010. The proceeds of the proposed preferential offer were utilised for capital expenditure, working capital and repayment of debt.

SUBSIDIARIES

Your Company established a wholly owned subsidiary (WOS) in Thailand on 7th Oct, 2010 by the name of EKC Industries (Thailand) Co. Ltd. Since Thailand is promoting Natural Gas Vehicles in a big way, EKC looks forward to expanding its market share in Thailand.

As on 31st March, 2011, the Company had three wholly owned subsidiary companies, viz., EKC International FZE in Dubai, UAE, EKC Industries (Tianjin) Co. Ltd. in China and EKC Industries (Thailand) Co. Ltd. in Thailand and two step down wholly owned subsidiary companies, viz. EKC Hungary Kft in Hungary and CP Industries Holdings, Inc. in USA and one Indian Subsidiary Company viz., Calcutta Compressions & Liquefaction Engineering Ltd.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956 (the Act), the Ministry of Corporate Affairs, Government of India vide its circular dated 8th February, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Companys subsidiaries for the financial year ended 31st March, 2011 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company who may be interested in obtaining the same at any point of time and are also available for inspection by any member of the Company at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

SHIFTING OF ACTIVITIES OF AURANGABAD UNIT TO GANDHIDHAM UNIT

With a view to consolidate and promote synergy amongst similar facilities which would result in effective utilization of the manufacturing facilities and also considering the feasibility and viability of order execution and prompt delivery of committed supplies to customers, it was considered prudent to shift the entire activities of the plant located at Aurangabad, Maharshtra to the companys larger unit located at Gandhidham, Gujarat which has the resources and the capacity to handle the incremental volume of business as a result of such change.

DIRECTORS

Mr. Arvind Malhan ceased to be alternate director to Mr. Varun Bery w.e.f. 1st January, 2011. Mr. Akash Mehta who had been appointed as an alternate director to Mr. Varun Bery w.e.f. 31st January, 2011 also ceased to be alternate director to Mr. Varun Bery w.e.f. 13th May, 2011. Mr. Hon Cheong Lam has been appointed as an alternate director to Mr. Varun Bery w.e.f. 27th May, 2011.

As per the provisions of Article 137 of the Articles of Association of the Company, Mr. Naresh Oberoi, Mr. Vyomesh Shah and Mr. Gurdeep Singh, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. The Board of Directors has also recommended their re- appointment for consideration of the shareholders.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorships and memberships / chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

CREDIT RATING FROM CRISIL

The Company continues to have the highest domestic credit rating of P1 for short term borrowings and A+ / Stable for long term borrowings by CRISIL. Strong credit ratings by the leading rating agency reflect the Companys financial discipline and prudence.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report. As a significant part of your Companys business is conducted through its subsidiaries, your Directors believe that the consolidated accounts provide a more accurate representation of the performance of your Company.

AUDITORS

M/s. Dalal & Shah, Chartered Accountants, Statutory Auditors and M/s. Arun Arora & Co., Chartered Accountants, Branch Auditors hold office until the conclusion of the ensuing Annual General Meeting and are elligible for re-appointment.

The Company has received letters from M/s. Dalal & Shah and M/s. Arun Arora & Co. to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

CORPORATE GOVERNANCE

Your Company is committed to achieving and maintaining the highest standards of Corporate Governance and places high emphasis on business ethics. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company, M/s. Dalal & Shah, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed hereto as "Annexure AÃ and forms part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the particulars of employees are set out in annexure to this Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided as "Annexure BÃ to this Report.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to express their appreciation for the assistance, support and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company globally.

For and on behalf of the Board

P.K. Khurana

Chairman & Managing Director

Mumbai

27th May, 2011

Mar 31, 2010

The Directors have pleasure in presenting the 31st Annual Report together with the audited accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

The financial performance of the Company for the Financial Year ended 31st March, 2010 is summarized below:

(Rs. in Lac)

Particulars Standalone Consolidated

2009-10 2008-09 2009-10 2008-09

Sales 37,166.69 38,308.99 67,225.43 88,661.82

Less: Excise Duty 2,260.18 3,006.50 2,260.18 3,006.50

Total Sales 34,906.51 35,302.49 64,965.25 85,655.32

Profit before Finance Charges, Depreciation, Foreign Exchange Variation (Net) and Tax 2,660.23 10,662.97 6,419.16 27,505.14

Less:

- Finance Charges 312.20 553.84 1,135.39 2,717.48

- Depreciation 1,429.00 2,264.75 5,688.34 6,927.80

Profit before Foreign Exchange Variation (Net) and Taxation 919.03 7,844.38 (404.57) 17,859.86

Foreign Exchange Variation - (Loss)/ Gain (Net) 2,434.99 (2,058.84) 2,235.03 (1,887.89)

Profit before Tax 3,354.02 5,785.54 1,830.46 15,971.97

(Add)/Less: Provision for Taxation

- Current Tax (580.00) (2,060.00) (580.00) (2,060.00)

- Deferred Tax (627.13) 687.68 33.86 529.12

- Fringe Benefit Tax -- (26.50) -- (26.50)

- Wealth Tax (2.00) (1.50) (2.00) (1.50)

Profit for the year 2,144.89 4,385.22 1,282.32 14,413.09

Add/(Less): Prior period adjustment and Tax adjustment of earlier years (Net) 1,903.90 (660.46) 2,860.41 (660.46)

Minority Interest -- -- 8.32 --

Net Profit 4,048.79 3,724.76 4,151.05 13,752.63

Balance brought forward from previous year 8,073.88 6,769.31 27,286.21 15,953.77

Balance available for appropriation 12,122.67 10,494.07 31,437.26 29,706.40

Appropriations

Proposed Dividend 1,213.89 1,213.89 1,213.89 1,213.89

Provision for Dividend Tax 201.61 206.30 201.61 206.30

Transfer to General Reserve 1,000.00 1,000.00 1,000.00 1,000.00

Balance carried forward 9,707.17 8,073.88 29,021.76 27,286.21

Basic and Diluted earnings per share of Rs. 2 each before Excess Depreciation on reworking (in Rupees)* 2.04 3.68 1.19 13.60

Basic and Diluted earnings per share of Rs. 2 each after Excess Depreciation on reworking (in Rupees)* 4.00 3.68 4.10 13.60

*Calculated on weighted average number of shares.

PERFORMANCE REVIEW

The year under review was a transformational year for the Company that required EKC to demonstrate its ability to adapt quickly to the changing economic scenario. This was a challenging year for the Company across all markets given the extraordinary situation due to price volatility and demand slowdown. The Company had to take steps for realigning its policies and practices which helped the company to post growth in certain markets despite the overall slowdown. This was achieved through increased focus on niche markets and customers, prudent procurement policies and continued focus on improving productivity and quality to serve the customers more efficiently than ever before.

The Consolidated revenues were at a level of Rs. 64,965 Lac for the year ended 31st March, 2010 as compared to Rs. 85,655 Lac for the previous year resulting primarily from slowdown in the markets across certain geographies as well as due to drop in realizations. For the same period, Consolidated Profit before Tax was at Rs. 1,830 Lac as against Rs. 15,972 Lac. Consolidated Profit after Tax was at Rs. 4,151 Lac which is lower by around 70% as compared to that of Rs. 13,753 Lac in the previous year.

During the year, the total consolidated sales volume of cylinders decreased to 687,212 nos. as against 691,478 nos. in the previous year.

Your attention is also invited to Note No. 12 of Notes forming Part of Accounts regarding change in the method of charging Depreciation on fixed assets. Hitherto, the company has been following the WDV (Written Down Value) method of providing depreciation on all its fixed assets at the rates prescribed under the Companies Act. Due to accelerated depreciation in earlier years, the Net Block has eroded faster than necessary considering the useful life of the assets and the economic benefits derived from the use of such assets. Considering the above factors, the Board of Directors considered it prudent to change the method of Depreciation to SLM (Straight Line Method) basis. This would also prepare the company for convergence with IFRS which shall be effective April 2011 as per which depreciation would have to be provided based on useful life of the asset and the depreciation should reflect the pattern in which the assetÃs economic benefits are consumed.

OUTLOOK

Despite the downturn, EKC continues to enjoy market leadership in the domestic market and favourable position in international markets on account of its long history in business and adherence to the highest quality standards. Our customers have always benefited from high quality products delivered at the most competitive prices.

With renewed focus on emerging markets, EKC continues to invest in new technologies. With increased capacities and coupled with its strong customer relationship, EKC is ideally positioned towards attaining leadership status globally as well in the coming years.

DIVIDEND

Your Directors are pleased to recommend, for approval of the Members, payment of a dividend for the financial year ended 31st March, 2010 at the rate of Rs. 1.20 per Equity Share of Rs. 2 each which is the same as paid last year. While the dividend payout on profits is higher in percentage terms when compared to the earlier dividend payouts, the Directors believe that in view of the fact that the immediate resource requirements for capital expansion have been met and considering the adequate cash accumulations, it was appropriate to maintain the dividend payable to shareholders.

PREFERENTIAL ALLOTMENT

The Board of Directors at their meeting held on 19th May, 2010, subject to the approval of members and other statutory approvals, approved the raising of Rs. 81 crores by allotment of 60,00,000 equity shares to 2 schemes of Reliance Mutual Fund on a preferential basis at Rs. 135/- per share (including a premium of Rs. 133/- per share). The proceeds of the proposed preferential offer will be utilised for capital expenditure, working capital and repayment of debt.

Accordingly, an Extraordinary General Meeting of the members of the Company has been convened on 19th June, 2010 to obtain their approval for the said preferential issue.

SUBSIDIARIES

As on 31st March, 2010, the Company had two wholly owned subsidiary companies, viz., EKC International FZE in Dubai, UAE and EKC Industries (Tianjin) Co. Ltd. in PeopleÃs Republic of China and two step down wholly owned subsidiary companies, viz. EKC Hungary Kft in Hungary and CP Industries Holdings, Inc. in USA and one Indian Subsidiary Company viz., Calcutta Compressions & Liquefaction Engineering Ltd (ÃCC&LÃ). During the year under review, there has been a change in the status of CC&L from ÃPrivateÃ to ÃPublicÃ Limited.

Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in Section 212(8) of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and at the Registered Office of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

DIRECTORS

Mr. Varun Bery has been nominated as Investor Director by TVG India Investment Holdings Limited (ÃTVGÃ), the allottee of 32,00,000 Equity Shares in terms of Clause 8.1 of the Investment Agreement entered into by the Company with TVG (Ãthe AgreementÃ). Accordingly, pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 125 of the Articles of Association of the Company, Mr. Varun Bery was appointed as an Additional Director w.e.f. 30th January, 2010.

Mr. Varun Bery is a non-executive non-independent director and would hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing the candidature of Mr. Varun Bery for the office of Director liable to retire by rotation.

Mr. Arvind Malhan ceased to be a non-executive non-independent director w.e.f. 30th January, 2010.

In terms of Clause 8.5 of the Agreement, TVG has nominated Mr. Arvind Malhan as an alternate director to Mr. Varun Bery and accordingly, pursuant to the provisions of Section 313 of the Companies Act, 1956 and Article 124 of the Articles of Association of the Company, Mr. Arvind Malhan has been appointed as an alternate director to Mr. Varun Bery w.e.f. 30th January, 2010.

As per the provisions of Article 137 of the Articles of Association of the Company, Mr. Pushkar Khurana, Mr. Shailesh Haribhakti and Mr. Mohan Jayakar, retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting. The Board of Directors has also recommended their reappointment for consideration of the shareholders.

Brief resume of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorships and memberships / chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

CREDIT RATING FROM CRISIL

The Company has been assigned the highest domestic credit rating of P1 for short term borrowings and A+ / Stable for long term borrowings by CRISIL.

Strong credit ratings by the leading rating agency reflect the CompanyÃs financial discipline and prudence.

DIRECTORSÃ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to DirectorsÃ Responsibility Statement, it is hereby confirmed that :

(i) in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a Ãgoing concernÃ basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report. As a significant part of your CompanyÃs business is conducted through its subsidiaries, your Directors believe that the consolidated accounts provide a more accurate representation of the performance of your Company.

AUDITORS AND AUDITORSÃ REPORT

M/s. Dalal & Shah, Chartered Accountants, Statutory Auditors and M/s. Arun Arora & Co., Chartered Accountants, Branch Auditors hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letters from M/s. Dalal & Shah and M/s. Arun Arora & Co. to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the AuditorsÃ Report are self-explanatory and therefore do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to achieving and maintaining the highest standards of Corporate Governance and places high emphasis on business ethics. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The declaration regarding compliance with EKC - Code of Conduct and Ethics for all Board Members and Senior Management Personnel of the Company forms part of Report on Corporate Governance.

The requisite Certificate from the Auditors of the Company, M/s. Dalal & Shah, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed hereto as ÃAnnexure AÃ and forms part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided as ÃAnnexure BÃ to this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the particulars of employees are set out in annexure to this Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to express their appreciation for the assistance, support and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your 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.

For and on behalf of the Board of Directors

P.K. Khurana Chairman & Managing Director

Mumbai 26th May, 2010

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