• OPEN AN ACCOUNT
Indian Indices
Nifty
15,747.35 -32.90
(-0.21%)
Sensex
52,994.07 -24.87
( -0.05%)
Bank Nifty
33,532.35 107.25
( 0.32%)
Nifty IT
28,075.45 232.10
( 0.83%)
Global Indices
Nasdaq
11,028.74 -149.15
(-1.33%)
Dow Jones
30,775.43 -253.88
(-0.82%)
Hang Seng
21,859.79 -137.10
(-0.62%)
Nikkei 225
25,935.62 -457.42
(-1.73%)
Forex
USD-INR
78.74 0.11
(0.14%)
EUR-INR
82.59 -0.39
(-0.47%)
GBP-INR
95.74 -0.44
(-0.46%)
JPY-INR
0.58 0.00
(-0.22%)

EQUITY - MARKET SCREENER

Algoquant Fintech Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
505725
INE598D01027
41.7336984
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
75.64
259.56
EPS(TTM)
Face Value()
Div & Yield %
4.27
2
0
 

As on: Jul 01, 2022 03:31 PM

To,

The Members of,

Hindustan Everest Tools Limited Delhi

Your Directors are pleased to present the 58th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31st March, 2021.

1. FINANCIAL PERFORMANCE

The Company's Financial Performance for the year ended 31st March, 2021, is summarized below:

Amount in Rs.

FINANCIAL RESULTS 2020-2021 2019-2020
Total Revenue from continuing operations 5,21,03,440 16,07,7974
Total expenses from continuing operations 2,24,65,013 39,39,5284
Profit/ (Loss) before tax from continuing operations 2,96,38,427 (2,33,17,310)
Provisions for Deferred Tax/tax expense - 10,75,19,032
Profit/(Loss) for the year from continuing operations 3,74,43,987 (13,08,36,342)
Profit/(Loss) for the year from discontinued operations (1,46,250) (1,54,50,692)
Profit/(Loss) for the year 3,72,97,737 (14,62,87,034)

2. OPERATIONAL REVIEW

The performance of the Company during the year under consideration was satisfactory. During the year under review your Company's Total Revenue is Rs. 521.03 Lakhs in comparison to Rs. 160.78 Lakhs in the previous financial year. Company has earned a profit after tax of Rs. 372.98 Lakhs in year under review against loss of Rs. 1462.87 Lakhs in previous financial year.

3. IMPACT OF COVID -19

The impact of Covid on the Company is limited. There is no significant impact regarding capital and financial resources. None of the assets are impaired. We have no threat in meeting our financial obligations. The Company stands adequately funded to aptly support its operating plan. It is difficult to estimate the future impact of Covid-19. We continue to keep a close eye on the situation for ensuring continued corrective action wherever required.

4. DIVIDEND

The Directors considered it prudent not to distribute dividend at this stage keeping in view the future plans of the company.

5. shARE CAPITAL

The Authorized Share Capital of the Company is Rs. 2,50,00,000/- (Rupees Two Crores Fifty Lakh Only) comprising 16,07,200 Equity Shares (Sixteen Lakh Seven Thousand Two Hundred shares) of Rs. 10/- each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company is Rs. 1,60,72,000/- (Rupees One crore Sixty Lakh Seventy-Two Thousand only) consisting of 16,07,200 Equity Shares of Rs. 10/- each.

6. AMOUNTs PROPOsEd TO BE CARRIEd TO REsERVEs

The financial performance as enumerated above does not permit any transfer to General Reserves.

7. MANAgEMENT dIsCUssION ANd ANALysIs/sTATE OF AFFAIRs OF ThE COMPANy

This covers all the matters on which discussion and analysis is required to be made in Annual Report under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Your directors are actively in the process of identifying alternate line of business, but due to the prevailing uncertain economic conditions it is considered prudent to be cautious in committing to any particular line of activity till the overall economic condition improves.

The Board is thankful to the stakeholders for standing with it. The Total no. of employees as on 31.03.2021wasNil.

Managements' Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming Annexure "A" to the Director's Report.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

The Erst-while promoters and the erst-while directors of the company Shri Shravan Kumar Mandelia and Shri Balgopal Mandelia had entered into a Share Purchase Agreement (SPA) dated 24th October 2020 for sale and transferof entire promoter shareholding held in Hindustan Everest Tools Limited (Target Company) along with the shares held by them in M/s Mandelia Investments Private Limited (MIPL) (the

Holding Company of HETL) in favour of Algoquant Financials LLP (Acquirer), which made an Open Offer to the public equity shareholders ofthe Company i.e., Hindustan Everest Tools Limited in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto. MIPL holds 8,34,470 Equity Shares constituting51.92% of the Voting Share Capital of the Target Company. Consequent to the entering of the said SPA, the Acquirer acquired : (i) indirectly exercise51.92% of Voting Share Capital of the Target Company and directly exercise0.05% of Voting Share Capital of the Target Company and (ii) exercise substantial control and management of the Target Company. The Open Offer was made to acquire up to 4,17,872 Equity Shares of face value Rs.10/- each constituting 26% of the paid-up equity share capital at an offer price of Rs. 97/- (Offer Price) per equity share aggregating to Rs.4,05,33,584/-(Offer Size) in cash from the

Public Shareholders of the Target Company,subject to terms and conditions mentioned in the Public Announcement dated 24thOctober, 2020 and the Detailed Public Statement –DPS dated 30th October, 2020 published in newspaper and submitted to BSE Ltd. (BSE) on 02nd November, 2020. The draft Letter of Offer DLOO was prepared in accordance with SAST Regulations filed with SEBI and informed to BSE on 09th November, 2020. Pursuant to the open offer there was complete change in management which became effective from February 09, 2021. Post open offer the Holding of the acquirer directly or indirectly is 12.49% and the Shareholding of new management Comprises of 0.76 & 0.68 of Mr. Devansh Gupta and Mr. Dhruv Gupta, Directorof the Company respectively. Also, during the period under review the Company reformed its main object from "Manufacturing of Tools" to "Trading in Financial Instruments" i.e., "stock Broking" by due amendment in Memorandum of Association with Shareholder's approval w.e.f. June 22, 2021.

Also, the Board of Directors accorded approval for shifting of Registered Office of the Company from

"Dohil Chambers, 46, Nehru Place, New Delhi-110019" to "4/11, 1st Floor, Asaf Ali Road, New Delhi- 110002." w.e.f. February 16, 2021.

Also, during the year under review, the Board of Directors accorded approval of Shareholders passed by way of Postal Ballot on May 22, 2021 enhanced borrowings limit under section 180 (1)(C) upto Rs. 100,00,00,000 (Rs. One hundred Crore Only) and Increasing the limits for Loans/ Investments/ Corporate Guarantees by the Company under section 186 upto Rs. 100,00,00,000 (Rs. One hundred Crore Only). The Company has also applied for Change in the name of the Company in its Board Meeting held on June 30, 2021 from "Hindustan Everest Tools Limited" to "Algoquant Fintech Limited" and the same is subject to approval of Shareholders and various regulatory authorities.

Except as mentioned above, there are no other material changes and commitment which affects the financial position of Company after the closure of financial year 2020-21 till the date of report.

9. Indian accounting standards (ind-As)

Financial Statements of your Company for the financial year ended 31st March, 2021, are prepared in accordance with Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

10. PUBLIC deposits

During the financial year under review, the Company has not accepted any deposits from the public under Section 73 and 74 of the Companies Act, 2013 along with the rules made thereunder and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

11. Details OF APPOINTMENT and resignation OF directors and key managerial personnel

Pursuant to Section 152,Rule 8(4) and 8(5) Companies(Accounts) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting. But pursuant to takeover there is complete change in Management took place during the Financial Year 2020-21 which has been produced herein below:-

1. Mr. Shravan Kumar Mandelia and Balgopal Mandelia resigned from the post of Directorship of the Company w.e.f. 11-02-2021.

2. Mr. Pradeep Jain, Mrs. Shifa Nagar and Mr. Amitav resigned from the post of Independent Director of the Company with effect from 24-02-2021, 02-03-2021 and 03-03-2021 respectively.

3. Mr. Saurabh Parasramka resigned from the post of Director w.e.f. 19-02-2021.

Further, as recommended by Nomination and Remuneration Committee and subject to the approval of the members of the Company in the ensuing Annual General Meeting scheduled to be held on October27, 2021, Mr. Dhruv Gupta and Mr. Devansh Gupta were appointed as Additional Director and Ms. Preeti Arora and Mr. Amit Gupta were appointed as Additional Independent Director of the Company w.e.f. February 09, 2021 on the Board of the Company.

Furthermore, on recommendation of Nomination and Remuneration Committee and subject to the approval of the members of the CompanyMr. Devansh Gupta got appointed as Managing Director of the Company w.e.f. June 30, 2021.

Furthermore, In the opinion of the Board, Mrs. Preeti Arora and Mr. Amit Gupta, the Independent Directors appointed during the year, is of high integrity and possess the relevant expertise and experience in their field. Regarding their ‘proficiency, as defined in explanation to Rule 8(5))(iiia) [as inserted by the Companies (Accounts) Amendment Rules, 2019, effective from 1st December 2019], they has enrolled themself in Independent Directors Databank portal as provided by Indian Institute of Corporate Affairs

(IICA) and got Registration therein.

However, They are yet to appear in online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA).

Also, the Board at its meeting has appointed Mr. Yogesh Gusain as Chief Financial Officer of the Company w.e.f. June 30, 2021 and Ms. Ayushi Jain has been appointed as Company Secretary & Compliance officer of the Company w.e.f. August 14, 2021.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 as on 31st March, 2021are as follows:-Mr. Devansh Gupta, Managing Director (w.e.f. June 30, 2021)

Mr. Yogesh Gusain, Chief Financial Officer (w.e.f. June 30, 2021)

Ms. Ayushi Jain, Company Secretary& Compliance Officer (w.e.f. August 14,2021)

There are following changes occurred during the year in composition of Board Directors and Key Managerial Personnel from the company during the year under review i.e., 2020-21:-Mr. Shravan Kumar Mandelia and Balgopal Mandelia resigned from the post of Managing Director of the Company w.e.f. 11-02-2021.

Mr. Pradeep Jain, Mrs. Shifa Nagar and Mr. Amitav resigned from the post of Independent Director of the

Company with effect from 24-02-2021, 02-03-2021 and 03-03-2021 respectively.

Mr. Saurabh Parasramka resigned from the post of Director w.e.f. 19-02-2021.

Mr. Deepak Gupta resigned from the post of Chief financial Officer w.e.f. March 04, 2021 and Mr. Yogesh

Gusain has been appointed as CFO w.e.f. June 30, 2021.

Ms. Sonam Gupta resigned from the post of Company Secretary & Compliance officer w.e.f. March

09,2021 and Ms. Ayushi Jain has been appointed w.e.f. August 14, 2021.

12. dIRECTORs' REsPONsIBILITy sTATEMENTs

In compliance to the Provisions of Section 134(5) of the Companies Act, 2013, with respect to Directors' responsibility statement, it is hereby confirmed :- i. That in the preparation of the annual accounts for the financial year ended 31stMarch, 2021, the applicable IndianAccounting Standards (Ind-AS) read with requirements set out under Schedule III to the Companies Act, 2013 have been followed along with proper explanation relating to material departures. ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review.

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

iv. That the Directors have prepared the financial statements for the financial year ended 31stMarch,

2021 on a "going concern" basis.

v. That the Directors had laid down proper internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively. vi. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable Financial and Operational information, complying with applicable statutes, safeguarding assets from authorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies.

The Company has in place adequate internal financial controls with reference to financial statements.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

14. RISK MANAGEMENT POLICY

A risk management policy duly approved by the Board is in place as required under section 134(3)(n) of the Companies Act 2013 which defines the risk assessment and minimization procedures. The Company's Risk Management Policy is well defined to identify and evaluate business risks across all businesses. It assesses all risks at both preand post-mitigation levels and looks at the actual or potential impact that a risk may have on the business together with an evaluation of the probability of the same occurring. Risk mapping exercises are carried out with a view to regularly monitor and review the risks, identity ownership of the risk, assessing monetary value of such risk and methods to mitigate the same. As per view of board, there is no risk in operation of company, which may impact the existence of company.

15. WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return of the Company for the financial year

2020-21 is placed on the website of the Company and may be accessed on the company's website http://www.everesttools.com/pdfs/MGT-7%20for%20financial%20year%202020-2021.pdf.

16. NUMBER OF MEETINg OF ThE BOARd ANd COMMITTEE

The Board duly met at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice along with agenda and notes on agenda of each

Board Meeting was given in writing to each Director.

Six (6) meetings of Board of Directors were held during the year. The interval between two meetings was well within the maximum period mentioned under section 173 of Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Committees

Your Company has constituted several Committees of the Board which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

As on 31st March, 2021, your Board has 03 (three) mandatory Committees, namely:

1) Audit Committee,

2) Nomination, Remuneration & Compensation (NRC) Committee; &

3) Stakeholders' Relationship Committee (SRC)

The details with respect to the composition, powers, roles, terms of reference, number of meetings etc. of the Committees held during the FY2020-21 and attendance of the Members at each Committee Meeting, are provided in the Corporate Governance Report which forms part of this Report. The meetings of Audit Committee were convened and held Five (5) times during the year. The meeting of Nomination and Remuneration Committee was convened and held One (1) time during the year. The meeting of Stakeholders Relationship Committee was convened and held One (1) time during the year. For further details, please refer report on Corporate Governance of this Annual Report.

AUdIT COMMITTEE

The composition of the Audit Committee is mentioned as under:-

Mr. Amit Gupta Independent Director
Mrs. Preeti Arora Independent Director
Mr. Devansh Gupta Managing Director

All the recommendations made by the Audit Committee were accepted by the Board.

Further, the Roles and Responsibilities and other related matters of Audit Committee forms an integral part of Corporate Governance Report as part of this Annual Report. sTAKEhOLdER RELATIONshIP COMMITTEE

The composition of the Stakeholder Relationship Committee is mentioned as under:

Mr. Amit Gupta Independent Director
Mrs. Preeti Arora Independent Director
Mr. Devansh Gupta Managing Director

Further, the Roles and Responsibilities and other related matters of Stakeholder Relationship Committee forms an integral part of Corporate Governance Report as part of this Annual Report NOMINATION ANd REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee is mentioned as under:

Mr. Amit Gupta Independent Director
Mrs. Preeti Arora Independent Director
Mr. Dhruv Gupta Managing Director

Further, the Roles and Responsibilities and other related matters of Nomination and Remuneration Committee forms an integral part of Corporate Governance Report as part of this Annual Report.

17. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the independent directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013and Regulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, Independent Directors fulfill the conditions as specified in the Companies Act,

2013, Rules made thereunder and SEBI (Listing Obligationsand Disclosure Requirements)Regulations, 2015 and are independent of the Management.

18. FAMILIARIsATION PROgRAMME ANd TRAININg OF INdEPENdENT dIRECTORs

The detail of programmes conducted during the year 2020-21 for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at link: http://www.everesttools.com/pdfs/b)Familiarisation%20of%20independent%20director%20 for%20financial%20year.pdf

19. NOMINATION ANd REMUNERATION POLICy

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other relevant matters. The Remuneration Policy of your Company can be viewed at the following link: http://www.everesttools.com/pdfs/Nomination%20 &%20Remuneration%20Policy.pdf. There has been no material change in the Remuneration Policy of the Company.

The composition, role, functions and powers of the Nomination and Remuneration Committee are in accordance with the Provisions of the Companies Act 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

20. BOARd EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance as a whole, its Committees and individually for Managing Director, Executive Director and Independent Directors .

The performance was being evaluated on the basis of their attendance in the meetings, compliance of Code of conduct of the Company and applicable provisions of the Companies Act 2013, their participation level in the meetings etc.

The performance was evaluated by each director for themselves and for conduct and performance of Board from their point of view. Independent Directors evaluated the performance of Chairman and other non-independent directors and Board as a whole in their separate meeting. The performance of Independent Director was evaluated by the Board.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans or guarantees or provided security during the financial year 2020-

21. Further, the company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of the investments made by the company in securities of other body corporates.

22. RELATEd PARTy TRANsACTIONs

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related parties have been done at arm's length and are in the ordinary course of business. There is no material significant transaction entered into with any of the related parties that may have conflict with the interest of the Company.

During the year under review, there have been material significant transactions approved by the Board of Directors in their meeting held on 22 March 2021 with Mr. Devansh Gupta Managing director of the Company & Mandelia Investment Private Limited, promoter of the Company.

Detail of related party transactions have been disclosed in notes to the financial statements. Attention of the members is drawn to the disclosures of transactions with related parties set out in Note No. 23 of the Standalone Financial Statements forming part of the Annual Report.

Pursuant to Clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rules 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements or transactions entered into by the Company with related parties has been disclosed in Form No. AOC- 2 which is attached as Annexure "B".

The policy on related party transactions are approved by the Board and may be accessed on the Company's website.

23. COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of section

148 of the Companies Act, 2013, is not applicable to your Company.

24. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of Companies Act, 2013 and rules made there under, every company having net worth of Rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social

Responsibility Committee of the Board.

However, it is not applicable in case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.

25. ChANgE IN ThE NATURE OF BUsINEss

Pursuant to indirect acquisition of the Company by Algoquant Financials LLP, the company filed application for reform in objects and is carrying on the business of Stock Broking and Trading in securities and other derivatives.

Except as mentioned above, during the year under review, there has been no change in the nature of business of the Company.

26. AUdITORs ANd AUdITOR's REPORT sTATUTORy AUdITOR

M/s. SSRA & Co., Chartered Accountants, New Delhi (Firm Registration No. 014266N) were appointed in

2017 as Statutory Auditors of the Company, for a period of five (5) years from the conclusion of 54th

AGM till the conclusion of the 59th AGM to be held in the calendar year 2022. They have audited the financial statements of the Company for the financial year under review. They have confirmed that they are not from continuing as Auditors of the Company.

The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation. Further the Auditors' Report does not contain any qualification, reservation or adverse remark or disclaimer. sECRETARIAL AUdITOR

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Parth P Shah, Practicing Company Secretary was appointed as Secretarial Auditor of the Company w.e.f. June 30, 2021 for the Financial Year 2020-21.

The Secretarial Audit Report is annexed herewith as Annexure "C".

The Secretarial Audit Report dated 15th September, 2021 is self explanatory and does not contain any qualification.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India on Meetings of Board of Directors and General Meetings.

27. Conservation of energy, research & development, technology absorption foreign

Exchange earnings & outgo

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time, is given hereunder:

Conservation of Energy-

i) Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity.

ii) Steps taken by the company for utilizing alternate sources of energy: Nil, as your company has not carried out any manufacturing activities during the year.

iii) The Capital investment on energy conservation equipments: Nil

Technology Absorption, Adaption & Innovation and Research & Development

i) made towards technology absorption: - Nil

ii) Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year - Nil

iv) Expenditure incurred on Research and Development: Nil

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

NAME OF THE COMPANIES WHICH HAVE BECOME/CEASED TO SUBSIDARIES, JOINTVENTURES OR

AssOCIATE COMPANIEs dURINg ThE yEAR

The Company did not have any subsidiaries, associates or Joint ventures during the year.

However, Mandelia Investments Private Limited is the holding Company and holds 51.92% shares in the Company.

28. DISCLOSURE OF CODE, STANDARDS, POLICIES

INsIdER TRAdINg COdE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations') on prevention of insider trading, your Company has revised its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

Your Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes. Further, your

Company has put in place adequate & effective system of internal controls and standard processes have been set to ensure compliance with the requirements given in these regulations to prevent insider trading.

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

The Company has an effective system to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, apprentices and trainees) are covered under this policy.

The policy may be accessed on the Company's website. Your Directors further state that the Company has not received any complaint of sexual harassment during the year under review. Further, the company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

WhIsTLE BLOWER POLICy

The Board of Directors has adopted the Whistle Blower Policy. The Policy has provided a mechanism for Directors, Employees and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Code of Conduct of the Company.

The details of the policy have been uploaded at the website of the Company.

29. PARTICULARs OF EMPLOyEEs ANd RELATEd dIsCLOsUREs

The details of employees as per provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure "D" to this Report.

Further, 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, there is no employee of the company who draw remuneration in excess of the limits set out in the said rules.

30. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the

Companies Act, 2013, as amended. A report on Corporate Governance along with certificate on its compliance forms a part of this Annual Report.

31. EXTENSION OF ANNUAL GENERAL MEETING

Due to Change in Management of the Company pursuant to takeover and Addition of other Agenda in the AGM is unable to hold its 58th Annual General Meeting within the statutory time period as stipulated under the provisions of section 96(1) of the Companies Act, 2013 and filed an application before the

Registrar of Companies, NCT of Delhi & Haryana for extension of time up to three (3) months i.e., up to 31.12.2021, for holding 58th Annual General Meeting of the Company for the financial year ended

March 31, 2021.

The Registrar of Companies have provided their approval to hold the 58th Annual General Meeting of the Company for the financial year ended March 31, 2021 by 30th November, 2021.

32. GENERAL

Your Director states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a) Change in share capital of the Company.

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company.

d) Mandelia Investment Private Limited is the holding company and there is no subsidiary of your company, Managing Directors of the company does not receive any remuneration or commission from any of such companies.

e) No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Company's operations in future.

f) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

g) There is no subsidiary of company, so no policy on material subsidiary is required to be adopted.

h) No fraud has been reported by the Auditors to the Audit Committee or the Board which were committed against the company by officers or employees of the company.

i) Issue of Employee Stock Option Scheme to employees of the company.

ACKNOWLEdgEMENT

Your Directors would like to place on record their sincere appreciation for assistance and co-operation received from the Bankers, Vendors, Government Authorities, Customers and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for committed services by the executive staff & workers of the Company and gratitude to the members for their continued support and confidence.

FOR & ON BEhALF OF ThE BOARd OF dIRECTORs hINdUsTAN EVEREsT TOOLs LIMITEd

sd/- sd/-
devansh gupta dhruv gupta
Managing director director
DIN: 06920376 DIN: 06920431
Place: New Delhi Add: G-190, Preet Vihar, Add: G-190, Preet Vihar,
Dated: September 30, 2021 Delhi-110092 Delhi-110092