Envair Electrodyne Ltd.
Your Directors are pleased to present your Company's 35th Board's Report together withthe audited financial statement for the Financial Year ended on 31st March 2017:
| ||Current Year 2016-17 ||Previous year 2015-16 |
|Income Earned During the year ||48232086 ||42823035 |
|Profit before Taxes & Other adjustments ||(3118082) ||(6288376) |
|Add prior period income ||- ||- |
|Profit before Taxes ||(3118082) ||(6288376) |
|Less Provisions for Taxes ||- ||- |
|Less Current Tax ||- ||- |
|Add/ (Less) Deferred Tax ||- ||- |
|Profit for the period ||(3118082) ||(6288376) |
|Profits carried forward from previous year ||(3118082) ||(6288376) |
|Less proposed Dividend ||- ||- |
|Less Dividend Distribution Tax ||- ||- |
|Profits c/f to Balance Sheet ||(3118082) ||(6288376) |
2. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on 31st March 2017 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 2"
3. NUMBER OF BOARD MEETINGS
The Board of Directors duly met 5 times during the financial year 2016-17. During theyear the meetings of the Board of Directors of the Company were held on 22.4.201630.5.2016 30.7.2016 25.10.2016 & 27.1.2017 respectively.
4. MANAGEMENT DISCUSSION & ANALYSIS
Sales increased by 12.5% compared to previous year. This also resulted in decline ofoperating loss by 50%.
In the current year (17-18) order booking has decreased compared to previous year by30%. Hence we expect sales in first half would be affected due to factors like GST.However we hope the order booking should improve in the second half.
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.
6. 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.
7. 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
8. DIRECTOR'S APPOINTMENT 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.
Ms Deepanjali Mirashi Director will retire by rotation at the ensuing Annual GeneralMeeting & being eligible offers herself for re-appointment.
AUDITORS SECRETARIAL AUDITORS REPORT
a) Statutory Auditors:
It is proposed to appoint M/s C.V.Chitale & Co Chartered Accountants Pune bearing(FRN 126338W) as the Statutory Auditors of the Company in place of M/s P.G.Bhagwat &Co. Chartered Accountants to hold office from conclusion of this Annual General Meetingtill the conclusion of next Annual General Meeting to be held for the Financial year2017-18 as per Section 139 of the Companies Act 2013. The Company has received thenecessary eligibility certificate from the auditors and directors recommend the Resolutionat 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 byactuary every year is felt as unreasonable. The amount of deviation from our calculationand coming from the Actuaries could be insignificant to affect the profit and lossstatement.
b) Secretarial Auditors:
The Secretarial Audit Report for FY 2016-17 is appended as "Annexure 3" 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 2016-17were 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--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 2016-17.
Due to the losses incurred by the company the Board has not recommended any dividendduring the Financial Year 2016-17.
13 MATERIAL CHANGES & COMMITMENTS BETWEEN THE DATE 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 1" attachedto this Report.
15. RISK MANAGEMENT POLICY
Risk of obsolance of products manufacturing equipments & processes are regularlyevaluated. Risks due to ageing factor of employees is to be addressed & steps aretaken in some areas.
Third party accredition is becoming mandatory hence management will strive to do thisat the earliest. This will give more safety & reliability to our customers.
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 2017 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; ||Mr Prakash Karnik Director resigned w.e.f. 25th October 2016 Ms Deepanjali Mirashi will retire by rotation at the ensuing Annual General Meeting & being eligible offers herself for re- appointment. |
|4. ||Names of companies which have become or ceased to be its Subsidiaries joint ventures or associate companies during the year along with reasons therefore; ||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: 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 || |
|Sr. No. ||Particulars ||Disclosure |
| ||(d) Details of deposits which are not in compliance with the requirements of Chapter V of the Act ||NA |
|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. ||NIL |
19. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE
COMPANIES ACT 2013 AND THE RULES MADE THEREUNDER
|Sr. No. ||Particulars ||Name of the Director: ||Ratio: |
|(I) ||the ratio of the remuneration of each director to the median ||Mr. Shripad Mirashi ||6.85:1 |
| ||remuneration of the employees of the company for the financial year ||Ms. Deepanjali Mirashi ||4.23:1 |
|(ii) || || || |
| ||Percentage increase in remuneration of each director and ||Mr. Shripad Mirashi ||31.20% |
| ||CEO in the financial year ||Ms. Deepanjali Mirashi ||0.02% |
|(iii) ||Percentage increase in the median remuneration of employees in the financial year || ||3.41% |
|(iv) ||Number of permanent employees on the rolls of company; || ||46 |
|(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 2015-16. Decrease in the remuneration of KMP is 2.81% as compared to increase of 12.16% 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 that of the ||Name: ||Ratio: |
| ||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 : 29 July 2017 ||MANAGING DIRECTOR |