The Members Envair Electrodyne Ltd.
Your Directors are pleased to present your Company's 39 th Board's Reporttogether with the Audited Financial Statement for the Financial Year ended on 31stMarch 2021:
|Particulars ||Current Year 2020-21 ||Previous Year 2019-20 |
|Income Earned During the year ||7908937 ||35655556 |
|Profit before Taxes & Other adjustments ||(16063687) ||(14975990) |
|Add prior period income ||- ||- |
|Profit before Taxes ||(16063687) ||(14975990) |
|Less Provisions for Taxes || || |
|Less Current Tax || || |
|Add/ (Less) Deferred Tax || || |
|Profit for the period ||(16063687) ||(14975990) |
|Add: Item not classified to profit & loss ||334912 ||(446005) |
|Total Comprehensive Income ||(15728775) ||(15421995) |
|Profits carried forward from previous year ||(44773382) ||(29351388) |
|Less proposed Dividend || || |
|Less Dividend Distribution Tax || || |
|Profits c/f to Balance Sheet ||(60402157) ||(44773382) |
2. CHANGE IN NATURE OF BUSINESS IF ANY
During the year under review there is no change in the nature of business.
3. EXTRACT OF ANNUAL RETURN & WEB LINK OF ANNUAL RETURN
The extract of Annual Return as on 31s' March 2021 pursuant to theprovisions of Section 92 of the Companies Act 2013 and Rules framed there under in theprescribed Form MGT-9 is annexed to this report as Annexure2
The copy of annual return is available on the Company website www.envair.in
4. NUMBER OF BOARD MEETINGS
The Board of Directors duly met 5 times during the financial year 2020-21. During theyear the meetings of the Board of Directors of the Company were held on30.06.202001.09.202019.09.202011.11.202011.02.2021 respectively.
5. AUDIT COMMITTEE MEETING
The Company has duly constituted Audit Committee. The Audit Committee was reconstituteby the Board and consist 4 members. They have vast experience and knowledge of Corporateaffairs and Financial management and possess strong accounting and financial Managementexpertise. All their recommendation made by the Audit committee were accepted by theBoard.
6. MANAGEMENT DISCUSSION & ANALYSIS
Sales Decreased by 77.82 % compared to previous year. The Company has shored up itsnetworth and it now stand at Rs.32456287/-.
Prestigious assignments were completed are following:
1. Inmet Technology Private Limited- Class 100000 (iso8) Clean room for 3D printingmachine/Medical part packing.
2. Bharat forge limited- Conventional clean room (class 10000 ISO8) Laser machine/defense part manufacturing
3. Volkswagen/Skoda India Pvt. Ltd- Corian top/ Solid surface laboratory workstationfor testing.
4. Kalyani Techno Forge- Enclosure for packing of metal jobs
5. Bajaj Auto- Assembly workstation for Automobiles job assembly and inpection
6. Smalz India Pvt. Ltd- Revese Laminar airflow workstation for grinding jobs
7. BEL Kotdwara- WSD workstation for assembly line
8. ADOR India- Electrostatic air cleaner
The Company is incurring losses in business during past number of years. The turnoverof it has receded over a period. Reasons for the losses have been identified and analysed.The Company has been taken over by the new management a couple of years ago. Themanagement is taking strategic decisions to address issues of continued functioning of theCompany. Certain new products of the existing line of products e.g. AutomaticDisinfectant Device Plasma Air Purifier Auto Door with Attendance system Air Showersetc. are under development. These products will be introduced during the coming twelvemonths. Contract manufacturing is also under consideration. Measures to achieve costreduction and competitive sales price have been initiated. These actions expected toprovide handsome contribution.
Further additional steps such as innovation in quality of products and servicesdelivered infrastructure and resources at disposal efforts for business prospects beingundertaken strong customer base etc. are being adopted. The management in thisbackground is of the view that it will be able to perform and operate above breakevenpoint in a foreseeable future.
In view of this preparation of financial statements on the assumption that the Companyis a going concern is appropriate.
7. DIRECTORS' RESPONSIBILITYSTATEMENT
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.
8. 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.
9. SHARE CAPITAL
There was no change in Share Capital during the year.
10. 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
11. DIRECTOR'SAPPOINTMENT AND REMUNERATION
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.
Mr. Anil Nagpal Director will retire by rotation.
a) Statutory Auditors:
The Shareholders at the 35th Annual General Meeting appointed M/s C.V.Chitale Chartered Accountants (Firm Registration no. 126338W) Pune as statutory Auditor'sof the Company for a period of five years.
In response to the qualification specified by the statutory auditor the managementviews are as under:
Our Office & Factory were closed since 23rd March 2020 due to COVID relatednation-wide lockdown. Statutory Audit has been completed during this pandemic situationunder partial or full lock down. As our office was closed our customers and supplierswere also not available. Accordingly balance confirmation and related reconciliation hasnot been performed. As the unlock process is starting in different phases we will ensureto take the relevant confirmations and reconciliations during the current year.
b) Secretarial Auditors:
Mr. I. U. Thakur Company Secretary in Practice having Membership no. FCS 2298 wasappointed to conduct the Secretarial Audit of the Company for the F.Y. 2020-21 as requiredunder section 204 of the Act and Rule made there Rule under. The Secretarial Audit reportin form MR-3 for the F.Y .2020-21 is annexed to this report.
In response to the qualification specified by the secretarial auditor the managementviews are as under:
The Unaudited Results were scheduled to be uploaded in time but because of sad demiseof family member of company's accountant due to corona virus the Board Meeting wasrescheduled on 19th September 2020 where the Results were uploaded.
The Company will upload the results in time.
c) Internal Auditor
Devesh shah & Co. Chartered Accountants are the Internal Auditor of the Company.
13. 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.
14. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year 2020-21were 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. 33 (13) of the FinancialStatements.
The company proposes to carry Rs. (1542199)/- to Reserves after adjusting previousloss of Rs. (15421994)/- from current year loss of Rs. (15728775)/-. This makesEquity plus other Equity as Rs. 32456287/-.
Since there was no operational profit The Board has not recommended any dividendduring the Financial Year 2020-21.
17. MATERIAL CHANGES & COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET & THEDATE OFREPORT
There are no material changes between the date of Balance Sheet & the date of thisreport that would affect the financial position of the Company.
18. 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) Rules2014 is given in Annexure l attachedto this Report.
19. RISK MANAGEMENTPOLICY
Risk of obsolesce of products manufacturing equipment's & processes are regularlyevaluated.
20. CORPORATE SOCIALRESPONSIBILITY
Since the Company's networth 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.
21. 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 Evaluation framework is divided in to parameters based on the various performance criteria to be doneannually. The evaluation for the year ended 31st March 2020 has been completed
|Sr. No ||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; ||During the year |
| || ||- Mr. Jayesh Madhavji Resigned on 31 -07-2020. |
| || ||- Mr. Price Vohra Resigned as CFO on 15-12-2020 & Mr. Praveen Kumar was appointed as CFO on 01-02-2021. |
| || ||- Ms Ankita Resigned as CS on 16-12-2020 & Mr. Kuldeep was Appointed as CS on 01-02-2021. |
| ||Names of companies which have become or ceased to be its Subsidiaries joint ventures or associate companies during the year alongwith reasons therefore; ||The company does not have any subsidiaries. |
22. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT 2013 AND THE RULESMADE THERE UNDER
|Sr. No. ||Particulars || |
|(i) ||the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year ||Name of the Director: || |
| || ||Mr. Anil Nagpal ||Ratio : 0:0 |
| || ||Mr. Harish Agarwal ||0:0 |
| || ||Mr. ArchitAgarwal || |
|(ii) ||Percentage increase in remuneration of each director and CEO in the financial year ||Mr. Anil Nagpal ||0.00% |
| || ||Mr. Harish Agarwal ||0.00% |
| || ||Mr. Archit Agarwal || |
|(iii) ||Percentage increase in the median remuneration of employees in the financial year ||0.00% |
|(iv) ||Number of permanent employees on the rolls of company; ||04 |
|(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. |
23. ENVIRONMENT & SAFETY
The Company is aware of the importance of environment clean.
24. DETAILS OF FRAUDS REPORTED BYAUDITORS:
There are no frauds against the Company reported by the Auditors for the period underreport.
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.envair.in under Investors/ policydocuments/ Vigil Mechanism Policy link.
26. IMPACT OF CORONA VIRUS ON GOING CONCERN
The COVDI-19 pandemic has been the defining global health crisis of our time and hasalready spread very fast across the world. But it is much more than a health crisis and ishaving an unprecedented impact on people and economies worldwide. The Company is takingall necessary measures in terms of mitigating the impact of the challenges being faced inthe business.
27. DISCLOSURE ON SEXUAL ARASSMENT 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 underreport.
28. SECRETARIAL STANDARD OF THE ICSI
The Company is in Compliance with the secretarial Standards on the meeting of Board ofDirector (SS-1) and General meeting (SS-2) as issued and amended by the Institute ofCompany secretaries of India(ICSI)
29. STAKEHOLDER COMMITTEE
The company has duly established stakeholder & Committee meeting.
The Directors express their gratitude to the Dealers Suppliers and Bank for theirco-operation and express warm appreciation for the sincere co-operation and dedicated workby the employees of the Company.
|For and on behalf of the Board of Directors |
|For Envair Electrodyne Limited |
|ANIL NAGPAL MANAGING DIRECTOR ||HARISH AGARWAL DIRECTOR |
|DIN:01302308 ||DIN:02185002 |
|Place: Pune Date: 31.07.2021 ||Place: Pune |