The Members Envair Electrodyne Ltd.
Your Directors are pleased to present your Company's 34th Board's Report together withthe audited financial statement for the Financial Year ended on 31 st March 2016:
| ||Current Year 2015-16 ||Previous year 2014-15 |
|Income Earned During the year ||42365243 ||56740364 |
|Profit before Taxes & Other adjustments ||(6288376) ||(3195902) |
|Add prior period income ||- ||- |
|Profit before Taxes ||(6288376) ||(9504414) |
|Less Provisions for Taxes ||- ||- |
|Less Current Tax ||- ||- |
|Add/ (Less) Deferred Tax ||- ||(87924) |
|Profit for the period ||(6288376) ||(9416490) |
|Profits carried forward from previous year ||(6288376) ||- |
|Less proposed Dividend ||- ||- |
|Less Dividend Distribution Tax ||- ||- |
|Profits c/f to Balance Sheet ||(6288376) ||(9416490) |
2. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on 31st March 2016 pursuant to the provisions ofSection 92 of the Companies Act 2013 (the Act for brevity) and Rules framed thereunderin the prescribed Form MGT-9 is annexed to this report as "Annexure 1"
3. NUMBER OF BOARD MEETINGS
The Board of Directors duly met 5 times during the financial year 2015-16. During theyear the meetings of the Board of Directors of the Company were held on27.5.201517.7.2015 19.8.201526.10.201525.1.2016 respectively.
4. MANAGEMENT DISCUSSION & ANALYSIS
Sales declined by 25% compared to previous year. This also resulted in decline ofoperating profit. We have made major changes in the management which has resulted inimprovement of profitability in the 4th Quarter. Order booking has improved compared toprevious year. Hence we are optimistic of better results in the current year.
5. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Act the Board herebysubmits its Responsibility Statement:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
5. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR
All the Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Act and Clause 49 ofthe Listing Agreement so as to qualify themselves to be continued as Independent Directorsunder the provisions of the Act and the relevant Rules.
6. NOMINATION AND REMUNERATION COMMITTEE
The company has duly established Nomination & Remuneration Committee. The Committeehas presented to the Board the policy with respect to remuneration to the Directors KeyManagerial Personnel and other employees
7. DIRECTOR'S APPOINTMENT AND REMUNERATION During the Financial year 2015-16 theBoard of Directors had appointed Mrs Manjiri Mirashi and Mr Vikas Khanvelkar as AdditionalDirectors on the board of the Company with effect from 17th July 2015 in terms of theprovisions of the Companies Act 2013 and also recommended their appointments to themembers at the ensuing Annual General Meeting of the Company.
As per Clause 128 of the Article of Association of the Company one third strength ofthe Board is required to retire by rotation at the ensuing Annual General Meeting.
Mrs Manjiri Mirashi will retire by rotation at the ensuing Annual General Meeting &being eligible offers herself for reappointment.
Remuneration - Please refer Note no. 16 Point no.9 of the Annual Report
8. AUDITORS SECRETARIAL AUDITORS REPORT
It is proposed to re-appoint M/s P.G.Bhagwat Chartered Accountants Pune bearing (FRN101118W) as the Statutory Auditors of the Company to hold office from conclusion of thisAnnual General Meeting till the conclusion of Thirty Fifth Annual General Meeting to beheld for the Financial year 2016-17 as per Section 139 of the Companies Act 2013. TheCompany has received the necessary eligibility certificate from the auditors and directorsrecommend the Resolution at Item No.3 of the Notice for the approval of members.
Referring to the qualifications by Auditors the management views are as under:
i. We are making every effort to recover bad debts which are symbolic of recessionarytrend in the manufacturing sector. Every year we are recovering some of them and makingprovisions for the debts which could not be recovered.
ii. The compensation asked by actuary every year is felt as unreasonable. The amount ofdeviation from our calculation and coming from the Actuaries could be insignificant toaffect the profit and loss statement.
b) Secretarial Auditors:
The Secretarial Audit Report for FY 2015-16 is appended as "Annexure 2" andthe observations made by the Secretarial Auditors are self-explanatory and do not call forany comments.
9. PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS
During the Financial Year your Company has not given any loan guarantees &investments covered under Section 186 of the Companies Act 2013.
10. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year 2015-16were on an arm's length basis and were in the ordinary course of business. All relatedparty transactions are placed before the Audit Committee as also the Board for approval.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany except remuneration paid to the Executive Director as per the Companies Act 2013.
The particulars of Transactions with related parties in prescribed form under Section134 of the Companies Act 2013 has been mentioned in Note No. 11 of the Annual Report.
The company proposes not to carry any amount to reserves as it has incurred losses forthe Financial Year 2015-16.
Due to the losses incurred by the company the Board has not recommended any dividendduring the Financial Year 2015-16. 13 MATERIAL CHANGES & COMMITMENTS BETWEEN THEDATE OF THE BALANCE SHEET & THE DATE OF REPORT
There are no material changes between the date of Balance Sheet & the date of thisreport that would affect the financial position of the Company.
14 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE & OUTGO
Information required under Section 134 (3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is given in "Annexure 3" attachedto this Report.
15. RISK MANAGEMENT POLICY
Some products of the company are capital equipments used by Scientists. They expectmany features which are available with the best equipments in the world. Most of theproducts are used as equipments to control Air borne/ Oil borne contamination. Continuousresearch & development is needed to ensure that our products do not become obsolete.The change in local laws also influences demand. Energy optimization & use of newmaterials also pose new challenges.
16. CORPORATE SOCIAL RESPONSIBILITY
Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover doesnot exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore for anyfinancial year the provisions of section 135 of the Companies Act 2013 are notapplicable.
17. FORMAL ANNUAL EVALUATION
The Board has formulated a Board Evaluation Policy for evaluation of IndividualDirectors as well as the entire Board & Committees of the Board. The Evaluationframework is divided in to parameters based on the various performance criteria to be doneannually. The evaluation for the year ended 31st March 2016 has been completed
|Sr. Nc ||). Particulars ||Disclosure |
|1. ||Financial summary/highlights ||Already given in Sr.No.1 |
|2. ||Change in the nature of business ||There is no change in the nature of business. |
|3. ||Details of directors or key managerial personnel who were appointed or have resigned during the year; || Mrs Manjiri Mirashi was appointed as Non-Executive Independent Director w.e.f. 17th July 2015 |
| || || Mr Vikas Khanvelkar was appointed as Independent Director w.e.f. 17th July 2015 |
| || || Mrs. Manjiri Mirashi will retire by rotation at the ensuing Annual |
| || ||General Meeting & being eligible offers herself for reappointment. |
| || || Mr Santosh Maral CFO resigned w.e.f. 30th January 2016 |
| || || Mr R.R.Joshi was appointed as CFO w.e.f. 30th January 2016. |
|4. ||Names of companies which have become or ceased to be its Subsidiaries joint ventures or associate companies during the year along with reasons ||The company does not have any subsidiaries |
|5. ||Details relating to Deposits covered under Chapter V of the Act: ||NA |
|(a) ||Accepted during the year: || |
|(b) ||remained unpaid or unclaimed as at the end of the year: || |
|(c) ||whether there has been any default in repayment of deposits or payment of interest thereon during the year: || |
| ||OR || |
| ||and if so (default) number of such cases and the total amount involved: || |
| ||i. at the beginning of the year || |
| ||ii. maximum during the year || |
| ||iii. at the end of the year || |
|(d) ||Details of deposits which are not in compliance with the requirements of Chapter V of the Act || |
|6. ||Details of significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and company's operations in future ||NA |
19. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT 2013 AND THE RULESMADE THEREUNDER
|Sr. No. ||Particulars ||Name of the Director: ||Ratio: |
|(I) ||the ratio of the remuneration of ||Mr. Shripad Mirashi ||6.85:1 |
| ||each director to the median remuneration of the employees of the company for the financial year ||Ms. Deepanjali Mirashi ||4.23:1 |
|(ii) ||Percentage increase in ||Mr. Shripad Mirashi ||31.20% |
| ||remuneration of each director and CEO in the financial year ||Ms. Deepanjali Mirashi ||0.02% |
|(iii) ||Percentage increase in the median remuneration of employees in the financial year || ||3.64% |
|(iv) ||Number of permanent employees on the rolls of company; || ||49 |
|(v) ||Explanation on the relationship between average increase in remuneration and company performance ||Remuneration is revised based on the Company's policy which is based on Annual Operating Plan. |
|(vi) ||Comparison of the remuneration of the Key Managerial Personnel against the performance of the company; ||Comparison base year is 2014-15. Average increase in the remuneration of KMP is 26.5% as compared to decrease of 7.25% in the revenue. |
|(vii) ||The key parameters for any variable component of remuneration availed by the directors ||Key Parameters: There is no variable payment made to the Directors for the year. |
|(viii) ||The ratio of the remuneration of the highest paid director to ||Name: ||Ratio: |
|that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year. || ||Nil ||Nil |
|(ix) Affirmation || ||The Board affirms that the remuneration is as per the remuneration policy of the company. || |
20. VIGIL MECHANISM
As per Provisions of Section 177 (9) & (10) of the Companies Act 2013 a VigilMechanism for Directors & employees has been established. The Vigil Mechanism Policyhas been uploaded on the website of the Company at www.envairelectrodyne.com underInvestors/ policy documents/Vigil Mechanism Policy link.
21. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees are covered under this policy. There are nocomplaints received during the year under report.
Your Directors thank Bank of India and Industrial Development Bank of India (IDBI) fortheir co-operation. Your Directors also thank the employees suppliers shareholders &Government departments for their continuous co-operation and support.
| ||For and on behalf of the Board of Directors |
| ||SHRIPAD MIRASHI |
|Place : Pune ||CHAIRMAN & |
|Date : 30lh July 2016 ||MANAGING DIRECTOR |
ANNEXURE "1" TO THE BOARDS REPORT
CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION FOREIGN EXCHANGE EARNINGS & OUTGO
(A) CONSERVATION OF ENERGY:
ENERGY CONSERVATION MEASURES TAKEN:
No capital investment was done for Energy conservation. The demand side management gavemarginal results in Energy conservation inspite of reduced production and increasedtariff.
|Particulars ||2015-16 ||2014-15 |
|1 Expenses on power & fuel ||Rs.1224390 ||Rs. 1567582 |
|2 Manufactured items in the factory ||53000 Kg ||83900 Kg |
|3 Per Unit Electricity Rate ||Rs.8.31 ||Rs.7.97 |
|4 Demand charges per Kva ||Rs.220 ||Rs.190 |
(B) RESEARCH AND DEVELOPMENT:
1) AREAS IN WHICH R & D IS CARRIED OUT BY THE COMPANY:
The development work was done for Electrostatic Cleaners Air Showers and Air Tunnels.
2) BENEFITS DERIVED AS A RESULT OF R & D
We expect new business opportunities
3) FUTURE PLANS
Company desires to develop various machines with smart functions.
4) TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION
Company sold developed products to top class customers. Better designs have reducedproduct support costs.
(C) FOREIGN EXCHANGE EARINGS & OUTGO:
Foreign Exchange earned was Rs. 1104387/-. There was no Foreign exchange outflowduring the current Financial year 2015-16.
| ||For and on behalf of the Board of Directors |
|Place : Pune ||SHRIPAD MIRASHI |
|Date : SO"1 July 2016 ||CHAIRMAN & MANAGING DIRECTOR |