To the Members
EVANS ELECTRIC LIMITED
Your Directors are pleased to present the 69th Annual Report of the Companytogether with the Audited Financial Statements of the Accounts for the Financial Yearended 31st March 2020.
1. FINANCIAL PERFORMANCE:
The company's Financial Performance for the year under review is given hereunder:
|Particulars ||Year ended 31st March 2020 Rs. ||Year ended 31st March 2019 Rs. |
|Sales ||72814272 ||66527239 |
|Other Income ||3239590 ||3957680 |
|Total Revenue ||76053862 ||70484919 |
|Expenditure other than depreciation ||57763354 ||502.98939 |
|Profit before tax and depreciation ||182.90538 ||19975742 |
|Depreciation ||33.43116 ||2735341 |
|Profit before tax ||14947422 ||17240401 |
|Tax Expense ||4610396 ||5145557 |
|Profit after tax ||10337026 ||12094844 |
|Equity Share Capital ||13720000 ||10000000 |
|Earnings per share in Rs. ||7.78 ||12.09 |
2. COMPANY'S PERFORMANCE & OPERATIONS:
During the year under review the income from operations of your Company was Rs.72814 272/- as against Rs.66527239/- during the Previous Year denoting a growth of 7.90%over the Previous Year. However the profit before tax for the year under review droppedto Rs. 14947422 /- compared to Rs. 17240401 /- for the previous year.
The Company has paid an interim dividend of Re. 1 per share and the dividenddistribution tax thereon was also duly paid. The Board of Directors of the company isfurther pleased to recommend a dividend of Rs. 2 per equity share payable to thoseShareholders whose names appear in the Register of Members as on the Book Closure / RecordDate.
As per the provisions of Companies Act 2013 it is not mandatory to transfer anyamount to reserves. The directors do not recommend any transfer to reserves.
5. INITIAL PUBLIC OFFERING:
Your company came out with an Initial Public Offer (IPO) during the year under review.The Net offer was 372000 shares 2019 at the rate of Rs. 52 per share aggregating Rs 1.93crore to the public by way of prospectus. The Offer opened on 30thApril 2019and closed on 3rd May 2019. The issue was oversubscribed to the extent of 1.59times. Shares were allotted on May 08 2019 and company received listing approval from BSELimited on May 10 2019. The trading permission was received from BSE with effect from May13 2019.
Application made by the Company to Registrar of Companies to change its CompanyIdentification Number (CIN) post completion of listing was approved and master data wasamended on November 20 2019.
Your company is in the field of repair and maintenance of large Motors Generators andTransformers. All industries need these three products. Heavy industries require theLarger Electrical Machines. As these machines get older the scope for the repair andmaintenance increases in an exponential manner. At present your company is aiming to enterthe field of repair of Exceptionally Large Generators. Over the years your company hasrepaired generators up to 200 MW. In the year under review your company got anopportunity to repair a generator of 500 MW.
Your company has executed this work directly for the End User and not as asubcontractor. In today's competitive world and stringent tendering procedures this was amajor break through which will qualify your company to enter the Generator repair fieldfor machines above 200 MW.
7. HUMAN RESOURCES:
Evans is a group which grows along with its people. We provide open and friendlyculture encouraging not only growth of an individual but also that of a team whicheventually cascades into the growth of the organization. Evans is a place where peoplehave remained committed for long periods not only for rewards and recognition but alsobecause they feel part of the family- a community a place where teammates go the extramile and work with and each other. Employees have easy accessibility to the seniormanagement through open door policy and are given adequate exposure to explore innovativeideas and pursue novel concepts.
Growth is performance driven and is dependent on the ability of the individual to takeinitiative and assume higher responsibilities. Demonstrating outstanding work ethics inthe course of performing daily activities contributing beyond identified team role andresponsibilities help in faster career progression. It is very important for us to ensurethat employee morale is high and they feel a sense of pride and belonging to theorganization. Human resource team plays a crucial role by motivating retaining andcharting out growth path for employees.
Building and consolidating our talent pool has always been one of the top prioritiesand we have been successful in attracting varied talent that brings sound expertise newperspectives and infectious enthusiasm. Evans has a strong presence in the market andattracts the best talent in the market. We believe that the ultimate identity and thesuccess of our organization depends largely on sourcing candidates who complement ourculture and share our values.
8. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR:
There were no changes in the constitution of the Board of Directors during the yearunder review.
Mr. Sanjay Kumar Vishwakarma was appointed as a Company Secretary of the Company witheffect from August 12 2019. However he resigned from the office of the company witheffect from November 18 2019. The vacancy was filled up by the appointment of Ms.Priyanka Shah as Company Secretary & Compliance Officer of the Company with effectfrom March 022020. There were no appointments / resignation of any other KMP.
9. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
Other than the IPO there were no other material changes and commitments affecting thefinancial position of the Company. Towards the end of last quarter of the year underreview consequent to COVID-19 impact there was a complete lockdown which has continuedtill the date of this report. Though through unlock measures there has been some impacton the operations in the factory it is expected that the company would get back tonormalcy soon. However there will be some negative impact due to COVID-19 pandemic whichhas affected the entire nation.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review your Company has not entered into any Material RelatedParty Transactions as mentioned under Section 188 of the Companies Act 2013. Details ofthe Related Party Transactions as required to be disclosed under AS 18 are disclosed inthe Notes to Accounts which are forming part of the financial statement.
11. ANNUAL RETURN:
In accordance with Section 134(3)(a) read with Section 92(3) of the Act an extract ofthe Annual Return in Form MGT-9 is placed on the website of the Company and same can bedownloaded by clicking on the following link: https://www.evanselectric.co.in/
12. NUMBER OF BOARD MEETINGS CONDUCTED IN THE YEAR UNDER REVIEW:
The Board of Directors duly met 10 (Ten) times during the Year under review.
Dates of Board Meetings: 09/04/2019 16/04/2019 22/04/2019 08/05/2019 09/05/201904/07/2019 05/09/2019 12/11/2019 30/11/2019 and 12/02/2020.
|Name of the Director ||Number of Meetings Attended out of total 10 meetings held during the FY 2019-2020 |
|Ivor Anthony De'souza ||7 |
|Nelson Lionel Fernandes ||9 |
|Iyleen Matilda Fernandes ||8 |
|Anil Vasudev Kamath ||6 |
|Frederick Joseph Vaz ||6 |
13. DIRECTOR'S RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility of ensuring compliance with theprovision of section 13(3)(c) read with section 134 (5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on 31st March 2020 andstate that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen 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 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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial control to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively;
f) The directors had devised proper systems to ensure compliance with the provisions ofthe applicable laws and that such systems were adequate and operating effectively.
14. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any holding/subsidiary/associate Companies.
15. STATUTORY AUDITORS:
The Board of Directors of your company recommend the appointment of M/s. Anay Gogte& Co. Chartered Accountants to hold office until the conclusion of seventy thirdannual general meeting to be held for 2024.
The Company has received confirmation from Anay Gogte & Co. Chartered Accountantsto the effect that they fulfill the eligibility criteria as prescribed under Section 139and 141 of the Companies Act 2013.
16. AUDITOR'S REPORT:
The Auditors' Report for the financial year ended March 31 2020 on the financialstatements of the Company is a part of this Annual Report. The Auditors' Report does notcontain any adverse remark qualification or reservation.
17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) (POSH) ACT 2013:
The Company has zero tolerance towards any action on the part of any employee which mayfall under the ambit of 'sexual Harassment' at workplace and is fully committed to upholdand maintain the dignity of every women employee working in the company. The companyvalues the dignity of individuals and strives to provide a safe and respectable workenvironment for its employees.
The Company is committed to provide an environment which is free from discriminationand abuse. The Company has not received any complaint under the said Act during the yearunder review.
18. ENERGY CONSERVATION TECHNOLOGY ABSORPTION:
A) Conservation of Energy:
Conservation of energy is a continuous process and management is taking all prudentsteps to conserve energy resources.
B) Technology Absorption:
Your company is using the technology of Reverse Engineering. We undertaketo repair machines not manufactured by us as also where drawings are not available forthese old machines. In this process of Reverse Engineering we carefully dismantle themachine step by step location marking all the components. We inspect and test eachcomponent and compare it with our database. Components which are damaged are duplicated.Where there is scope for improvement in some of the components these components arere-engineered so as to give it a longer life. Going forward we expect significant businessopportunities through Reverse Engineering.
C) Research & Development:
Your company from time to time does R&D for High Voltage InsulationSchemes.
D) Foreign Exchange Earnings and Outgo:
The Foreign Exchange Earnings and outgo for the Year under review is:
|Foreign Exchange Earnings and Outgo ||31st March 2020 ||31st March 2019 |
|Income from Foreign Contracts ||1762182 ||813035 |
|Foreign Currency Expenditure ||237293 ||189590 |
20. RISK MANAGEMENT:
Your company constituted a Risk Management Committee mandated to review the riskmanagement plan/process of your company. The Risk Management Committee identifiedpotential risks and assessed their potential impact with the objective of taking timelyaction to mitigate the risks.
The Audit committee has also been delegated with the responsibility of monitoring andreviewing risk management assessment and minimization procedure
developing implementing and monitoring the risk management plan and identifyingreviewing and mitigating all elements of risks which the company may be exposed to.
The key risks identified by the company include competition financial risk andcompliance of all applicable statues and regulations. The company has well definedpolicies/mechanism to mitigate competition and financial risks. The company reviews thepolicies/mechanism periodically to align with the changes in market practices andregulations. Compliances risks have been mitigated through periodical monitoring andreviews of the regulatory framework to ensure complete compliances with all applicablestatues and regulations.
21. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to Section 135 of the Act provisions of Corporate Social Responsibility arenot applicable to your Company as your Company has not earned net profit of Rs. 5 croresor during previous financial year neither it has the net worth of Rs. 500 crores or morenor the turnover of the Company was of Rs. 1000 crores or more for the previous financialyear.
22. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
23. COST RECORDS:
The provisions relating to maintenance of cost records and cost audit as per section148 of the Companies Act 2013 is not applicable to the Company.
24. ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS:
There are no orders passed by the regulator or courts or tribunals impacting the goingconcern status and company's operations.
25. DETAILS OF FRAUD REPORT BY THE AUDITOR:
The Statutory Auditors of the Company have not reported any instances of fraud orirregularities under provisions of Section 143(12) of the Companies Act 2013 and Rulesmade there under in the management of the Company during financial year under review.
26. CHANGE IN THE NATURE OF THE BUSINESS:
There was no change in the nature of business of your Company in the year underconsideration.
27. SECRETARIAL AUDITOR:
According to the provisions of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 every listed companyis required to appoint secretarial auditors and to annex secretarial audit report to itsBoard Report. Accordingly M/s Mehta and Mehta Firm of Practicing Company Secretaries wasappointed as Secretarial Auditors of the Company for the Financial Year 2019-2020.
28. OBSERVATIONS BY THE SECRETARIAL AUDITOR:
With respect to the observations of the Secretarial Auditor the comments of thedirectors are as under: -
The directors state that keeping in view the conversion of Company from Private Limitedto Public Limited Company and listing of its shares on BSE - SME platform the company hastaken steps to further strengthen its compliance management system so that the systems andprocesses in the Company shall become commensurate with the size and operations of theCompany to monitor and ensure compliance with applicable laws rules regulations andguidelines.
29. UTILISATION OF IPO PROCEEDS:
Company had come out with an Initial Public Offer (IPO) during the year under review.The Net offer was 372000 shares 2019 at the rate of Rs. 52 per share aggregating Rs 1.93crores to the public by way of prospectus. The entire proceeds have been deployed for theobjects of the issue namely Working Capital Requirements and General Corporate Purpose.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Though the provisions relating to Vigil Mechanism do not apply to the Company thecompany has adopted a formal Vigil Mechanism and Whistle Blower policy. Your companyfollows an open and transparent policy with respect to its dealings with its employees.Employees are encouraged to report actual or suspected violations of applicable laws andregulations and the Code of Conduct to the Chairman of Audit Committee to enable takingprompt corrective action wherever necessary.
31. SECRETARIAL STANDARDS:
The Company has complied with all the mandatory secretarial standards issued by theInstitute of Companies Secretaries of India.
The Company has neither invited nor accepted any deposits which would be covered underSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force) during the year under review.
33. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS:
There was no guarantee given or security provided pursuant to Section 186 of theCompanies Act 2013 during financial year under review and hence the said provisions arenot applicable. The company has invested its spare fund in the units of mutual funddetails thereof have been disclosed in the explanatory notes to the financial statements.
34. CORPORATE GOVERNANCE:
Your company believes that sound Corporate Governance is critical for enhancing andretaining investor's trust and your company always seeks to ensure that its performancegoals are met accordingly. The company has established systems and procedures to ensurethat its Board of Directors is well informed and well equipped to fulfill its overallresponsibilities and to provide management with the strategic direction needed to createlong term shareholders value. The company had adopted many ethical and transparentgovernance practices even before they were mandated by law. The company has always workedtowards building trust with shareholders employees customers suppliers and otherstakeholders based on the principles of Good Corporate Governance. However since thesecurities of the Company are listed at SME platform of BSE Limited pursuant to the SEBI(LODR) Regulations 2019 company is not required to attach report on Corporate Governanceto the report of Directors.
35. POLICIES OF THE COMPANY:
The Company is determined in maintaining a good corporate governance practice and has arobust system for smooth and effective functioning of the Board. Various policies havebeen framed by the Board of Directors as required under the Act and SEBI ListingRegulations in order to follow a uniform system of procedures.
Following are some of the major policies adopted by the Company and placed at itswebsite at www.evanselectric.co.in:
1. Code of Conduct for Corporate Governance;
2. Code of Conduct for Prevention of Insider Trading;
3. Code of Practice and Procedure for fair disclosure of Un-published Price SensitiveInformation;
4. Policy on determination of Material Criteria for Disclosure;
5. Policy on Nomination and Remuneration;
6. Policy on Preservation of documents;
7. Risk Management Policy;
8. Whistle Blower Policy.
36. PARTICULARS OF EMPLOYEE
There is no employee drawing salary in excess of the limit as specified in the Act.
37. CAUTIONARY NOTE:
The statements forming part of the Director's Report may contain certain forwardlookingremarks within the meaning of applicable securities laws and regulations. Many factorscould cause the actual results. Performances or achievements of the company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|Sd/- ||Sd/- |
|NELSON LIONEL FERNANDES ||IVOR DESOUZA |
|DIN: 00985281 ||DIN: 00978987 |
|Managing Director ||Director |
|Place: Mumbai || |
|Date: September 01 2020 || |