The Members Envair Electrodyne Ltd.
Your Directors are pleased to present your Company's 37th Board's Reporttogether with the Audited Financial Statement for the Financial Year ended on 31st March2019:
1. FINANCIAL RESULTS
|Particulars ||Current Year 2018-19 ||Previous Year 2017-18 |
|Income Earned During the year ||35195018 ||85539403 |
|Profit before Taxes & Other adjustments ||(27921792) ||34669816 |
|Add prior period income ||162020 ||- |
|Profit before Taxes ||(27759772) ||34669816 |
|Less Provisions for Taxes ||4736655 ||- |
|Less Current Tax || ||2133798 |
|Add/ (Less) Deferred Tax ||- ||- |
|Profit for the period ||(32496427) ||32536018 |
|Add: Item not classified to profit & loss ||286874 ||- |
|Total Comprehensive Income ||(32209553) ||32536018 |
|Profits carried forward from previous year ||2858166 ||(29677852) |
|Less proposed Dividend ||- ||- |
|Less Dividend Distribution Tax ||- ||- |
|Profits c/f to Balance Sheet ||(29351388) ||32536018 |
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 31st March 2019 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 "Annexure 2"
The copy of annual return is available on the companies website www.envair.in
4. NUMBER OF BOARD MEETINGS
The Board of Directors duly met 8 times during the financial year 2018-19. During theyear the meetings of the Board of Directors of the Company were held on 11.5.201824.5.2018 7.7.2018 9.08.2018 24.09.2018 14.11.2018 31.01.2019 &11.02.2019respectively.
5. AUDIT COMMITTEE MEETING
The Company has duly constituted Audit Committee. The Audit Committee was reconstituteby the Board and consist 5 members. They have vast experience and knowledge of Corporateaffairs and Financial management and possess strong accounting and financial Managementexpertise. All the recommendation made by the Audit committee were accepted by the Board.
6. MANAGEMENT DISCUSSION &ANALYSIS
Sales decreased by 18.50% compared to previous year. The Company has shored up itsnetworth and it now stand at Rs.27607057/-. This would provide a spring board forfuture growth of the company.
Prestigious assignments for ESD(Electro static discharge) Furniture and fumeexctraction system were done for Sloyd Ventures Hyderabad.
Prestigious assignment for Technical furniture were done for Apollo Micro Systems Ltd.
Prestigious assignment for clean room were done for Nuclear Power Corporation Ltd..
7. 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.
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
The Paid up equity share capital as on 31st March 2019 was Rs. 30400000.Their was preferential issue of 16.00. 000 convertible warrants to promoter and nonpromoter group. The warrants to be converted into equity shares.
16.00. 000 warrants allotted on 24th September 2018 in board meeting topromoter and non promoter group and members approval of preferential issue had been takenin previous Annual General Meeting held on 10th August 2018.
The price of warrants to be issued is fixed at Rs. 30 Per warrants convertible intoequal number of equity share of Rs. 10/- each at premium of Rs. 20/- per share inaccordance with the price determined in terms of Regulation 76A of the ICDR Regulations.The warrants shall be exercised within a period of 18 months from the date of allotmentin one or more tranches
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'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. Mr.Harish Agarwal and Mr. Archit Aggarwal Director will retire by rotation.
Mr. Vikas Khanvelkar resigned from the post of Independent Director on 23rd October2018.
Mr. Sanjiv Kumar Narain is appointed as Independent director with effect from 7th June2019.
Mrs. Prachi Narula is appointed as Women Independent Director with effect from 7th June2019.
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:
Trade receivable Trade payable and advances are receivable/ payable in due course oftime except as provided in financial statement. As per management no further provision isrequired for said balance.
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. 2018-
19 as required under section 204 of the Act and Rule made there Rule under. TheSecretarial Audit report in form MR-3 for the F.Y 2018-19 is annexed to this report.
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 2018-19were 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. 14 of the FinancialStatements..
The company proposes to carry Rs. (2935188)/- to Reserves after adjusting previousprofit of Rs. 2858166/- from current year loss of Rs.32209553/-. This makes Equityplus other Equity as Rs 15607057/-.
Since there was no operational profit the Board has not recommended any dividendduring the Financial Year 2018-19.
17. MATERIAL CHANGES & COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET & THEDATE 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.
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) Rules 2014 is given in "Annexure 1" attachedto this Report.
19 RISK MANAGEMENT POLICY
Risk of obsolesce of products manufacturing equipment's & processes are regularlyevaluated.
20 CORPORATE SOCIAL RESPONSIBILITY
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 are notapplicable.
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 2019 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. Vikas Khanvelkar resigned from the post of Independent Director on 23rd October 2018. |
| || ||Mr. Rajabhau Ramchandr Joshi resigned from the post of C.F.O on 11th September 2018 |
| || ||Mr. Prince Vohra is appointed as Chief Finance officer with effect from 23th April 2019. |
| || ||Mr. Sanjiv Kumar Narain appointed as Independent director with effect from 7th June 2019. Mrs. Prachi Narula appointed as Women Independent Director with effect from 7th June 2019. |
| || ||Mr. Prince Vohra appointed as CFO with effect from 23rd April 2019 |
| ||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. |
22. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT 2013 AND THE RULESMADE THEREUNDER
|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: ||Ratio: |
| || ||Mr. Anil Nagpal ||0:0 |
| || ||Mr. Harish Agarwal ||0:0 |
| || ||Mr. Archit Agarwal ||0:0 |
|(ii) ||Percentage increase in remuneration of each director and CEO in the financial year ||Mr. Anil Nagpal Mr. Harish Agarwal Mr. Archit Agarwal ||0.00% 0.00% |
|(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; ||40 |
|(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 2017-18. Increase in the remuneration of KMP is 0% |
|(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 employees who are not directors but receive remuneration in excess of the highest paid director during the year. ||Name: Nil ||Ratio: Nil |
|(ix) ||Affirmation ||The Board affirms that the remuneration is as per the remuneration policy of the company. |
23. ENVIRONMENT & SAFETY
The Company is aware of the importance of environment clean
24. DETAILS OF FRAUDS REPORTED BY AUDITORS:
There are no fraud 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. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT2013
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.
27. 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)
The Director 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 |
|ANIL NAGPAL |
|MANAGING DIRECTOR |
|Place: Pune Date: 3.9.2019 |
ANNEXURE 1' TO THE BOARD'S 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 almost same manufacturing tonnage &increased tariff.
|S.no. ||Particulars ||2018-19 ||2017-18 |
|1 ||Expenses on power & fuel ||Rs 1337373 ||Rs 1178541 |
(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 Air Tunnels andTechnical Furniture.
2) BENEFITS DERIVED AS A RESULT OF R & D
We expect new business opportunities & better productivity to our customers.
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.3.71 lacs. There was no Foreign exchange out flow duringthe current Financial year 2018-19.
| ||For and on behalf of the Board of Directors |
| ||ANIL NAGPAL |
| ||MANAGING DIRECTOR |
| ||DIN:01302308 |
|Place: Pune Date: 3.9.2019 || |